As filed with the Securities and Exchange Commission on January 19, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2588479
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
745 Atlantic Avenue, Boston, Massachusetts 02111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
C. RICHARD REESE
Chairman of the Board of Directors and Chief Executive Officer
745 Atlantic Avenue
Boston, Massachusetts 02111
(617) 535-4766
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
SUSAN FOREST BARRETT, ESQ.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement as determined in
light of market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of Each Class of to be Offering Price Aggregate Amount of
Securities to be Registered(1) Registered Per Security(2)(3) Offering Price(4)(5) Registration Fee(4)
- ---------------------------------------------------------------------------------------------------------------------------------
Debt Securities(6)
Guarantees of Debt Securities
Preferred Stock, par value $.01 per share
Depositary Shares Representing Preferred Stock
Common Stock, par value $.01 per share(7)
Warrants
Total $ 500,000,000 $ 500,000,000 $125,000(8)
=================================================================================================================================
(Footnotes on next page)
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
(1) The Debt Securities, Guarantees, Preferred Stock, Depositary Shares,
Common Stock and/or Warrants covered hereby are collectively referred
to as the "Offered Securities." Offered Securities registered hereunder
may be sold separately, together or as units with other Offered
Securities registered hereunder. Subject to Footnote (4), there are
being registered hereunder an indeterminate principal amount of Offered
Securities as may be sold from time to time by the registrant. This
Registration Statement also covers contracts that may be issued by the
registrant under which the counterparty may be required to purchase
Offered Securities. Such contracts would be issued with Offered
Securities. There are also being registered hereunder an indeterminate
principal amount of Offered Securities as may be issuable upon
conversion or exchange of Debt Securities, Preferred Stock or Warrants
or pursuant to antidilution provisions thereof. These are also being
registered an indeterminate principal amount of Guarantees of Debt
Securities by the Guarantors (as defined herein).
(2) In U.S. Dollars or the equivalent thereof in one or more foreign
currencies or currency units or composite currencies, including the
European Currency Unit.
(3) The proposed maximum offering price per unit will be determined from
time to time by the registrant in connection with the issuance by the
registrant of the securities registered hereunder.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial
offering price of the Offered Securities issued under the Registration
Statement exceed $500,000,000 or the equivalent thereof in one or
more foreign or composite currencies.
(5) No separate consideration will be received for (i) the Guarantees, (ii)
Debt Securities, Guarantees, Common Stock, Preferred Stock or
Depositary Shares that are issued upon conversion of Debt Securities,
Preferred Stock or Depositary Shares or (iii) Debt Securities,
Guarantees, Common Stock, Preferred Stock or Depositary Shares that are
issued upon exercise of Warrants registered hereby.
(6) If any such Debt Securities are issued at an original issue discount,
then the offering price shall be in such greater principal amount as
shall result in an aggregate initial offering price of up to
$500,000,000.
(7) The aggregate amount of Common Stock registered hereunder is limited to
that which is permissible under Rule 415(a)(4) under the Securities Act
of 1933, as amended.
(8) Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act of 1933, as amended.
--------------
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
Subject to Completion
Preliminary Prospectus Dated January 19, 2001
$500,000,000
Iron Mountain Incorporated
Debt Securities, Preferred Stock, Depositary Shares,
Common Stock and Warrants
----------------------
We may from time to time offer:
o debt securities,
o shares of our preferred stock,
o fractional shares of our preferred stock in the form of depositary shares,
o shares of our common stock, or
o warrants to purchase any of these securities.
The securities we offer will have an aggregate public offering price of up
to $500,000,000.
In connection with the debt securities, substantially all of our present
and future wholly owned domestic subsidiaries may, on a joint and several basis,
offer full and unconditional guarantees of our obligations under the debt
securities.
We will indicate the particular securities we offer and their specific
terms in a supplement to this document. In each case we would describe the type
and amount of securities we are offering, the initial public offering price, and
the other terms of the offering.
Our common stock is listed on the New York Stock Exchange under the symbol
"IRM." We will make applications to list any shares of common stock sold
pursuant to a supplement to this prospectus on the NYSE. We have not determined
whether we will list any of the other securities we may offer on any exchange or
over-the-counter market. If we decide to seek listing of any securities, the
supplement will disclose the exchange or market.
Investing in our securities involves risks. See "Risk Factors" beginning on
page 1.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
We may offer the securities directly, through agents designated from time
to time by us, or to or through underwriters or dealers. We will show in a
supplement the names of any agents or underwriters involved in the sale of any
securities. We will also describe any applicable purchase price and fee or
commission or discount arrangement between or among us and/or them. See "Plan of
Distribution." We may not sell any securities without delivery of a supplement
describing the method and terms of the offering of the securities.
Our principal place of business is 745 Atlantic Avenue, Boston,
Massachusetts 02111 and our telephone number is (617) 535-4766.
The date of this prospectus is January 19, 2001.
TABLE OF CONTENTS
About This Prospectus........................ (i)
Cautionary Note Regarding Forward-Looking
Statements................................ (i)
Iron Mountain................................ 1
Risk Factors................................. 1
Ratio of Earnings to Fixed Charges........... 5
Use of Proceeds.............................. 6
Description of Certain Indebtedness.......... 6
Description of Debt Securities............... 8
Description of Capital Stock................. 14
Description of Depositary Shares............. 18
Description of Warrants...................... 21
Description of Certain Provisions of
Pennsylvania Law and Our Articles of
Incorporation and Bylaws.................. 22
Plan of Distribution......................... 23
Validity of the Offered Securities........... 24
Experts...................................... 24
Where You Can Find More Information.......... 26
Documents Incorporated By Reference.......... 26
You should rely only on the information incorporated by reference or
provided in this document. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any jurisdiction where it is unlawful. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of this document.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed with the SEC
using a "shelf" registration process. Under this shelf process, we may sell any
combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of proceeds of $500,000,000. This
prospectus provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a prospectus supplement
containing specific information about the terms of that offering. The prospectus
supplement may also add, update, or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement,
together with additional information described under the heading "Where You Can
Find More Information" and "Documents Incorporated By Reference."
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made and incorporated by reference statements in this document that
constitute "forward-looking statements" as that term is defined in the federal
securities laws. These forward-looking statements concern our operations,
economic performance and financial condition. The forward-looking statements are
subject to various known and unknown risks, uncertainties and other factors.
When we use words such as "believes," "expects," "anticipates," "estimates" or
similar expressions, we are making forward-looking statements.
Although we believe that our forward-looking statements are based on
reasonable assumptions, our expected results may not be achieved, and actual
results may differ materially from our expectations. Important factors that
could cause actual results to differ from expectations include, among others,
those set forth below. For a more detailed discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 1.
o difficulties related to the integration of acquisitions generally and, more
specifically, the integration of our operations and those of Pierce Leahy
Corp.;
o unanticipated costs as a result of our acquisition of Pierce Leahy;
o the uncertainties related to international expansion;
o the uncertainties related to expansion into digital businesses;
o rapid and significant changes in technology;
o the cost and availability of appropriate storage facilities;
o changes in customer preferences and demand for our services;
o our significant indebtedness and the cost and availability of financing for
contemplated growth; and
o other general economic and business conditions.
(i)
These cautionary statements should not be construed by you to be exhaustive,
and they are made only as of the date of this prospectus. You should read these
cautionary statements as being applicable to all forward-looking statements
wherever they appear. We assume no obligation to update or revise the
forward-looking statements or to update the reasons why actual results could
differ from those projected in the forward-looking statements.
(ii)
IRON MOUNTAIN
We are the leader in records and information management services. We are an
international, full-service provider of records and information management and
related services, enabling customers to outsource these functions. We have a
diversified customer base, which includes more than half of the Fortune 500 and
numerous commercial, legal, banking, healthcare, accounting, insurance,
entertainment and government organizations. We provide storage for all major
media, including paper, which is the dominant form of records storage, magnetic
media, including computer tapes, microfilm and microfiche, master audio and
video tapes, film and optical disks, X-rays and blueprints. Our principal
services provided to our storage customers include courier pick-up and delivery,
filing, retrieval and destruction of records, database management, customized
reporting and disaster recovery support. We also sell storage materials,
including cardboard boxes and magnetic media, and provide confidential
destruction, consulting, facilities management, fulfillment and other
outsourcing services.
As of December 31, 2000, we provided services to over 125,000 customer
accounts in 77 markets in the United States and 37 markets outside of the United
States. We employ over 10,000 people and operate more than 625 records
management facilities in the United States, Canada, Europe and Latin America.
RISK FACTORS
You should consider carefully the following factors and other information in
this prospectus before deciding to invest in our securities.
Acquisition and International Expansion Risks
Failure to successfully integrate acquired operations could reduce our future
results of operations.
The success of any acquisition depends in part on our ability to integrate
the acquired company. The process of integrating acquired businesses may involve
unforeseen difficulties and may require a disproportionate amount of our
management's attention and our financial and other resources.
In particular, the integration of our operations and the operations formerly
conducted under the name Pierce Leahy has presented and will continue to present
a significant challenge to our management. We began integrating the cultures,
operating systems, procedures and information technologies of Iron Mountain and
Pierce Leahy approximately one year ago. The integration process is continuing
and will proceed for up to two more years.
We can give no assurance that we will ultimately be able to effectively
integrate and manage the operations of any acquired business, in general, and
Pierce Leahy, in particular. Nor can we assure you that we will be able to
maintain or improve the historical financial performance of Iron Mountain,
Pierce Leahy or our other acquisitions. The failure to successfully integrate
these cultures, operating systems, procedures and information technologies could
have a material adverse effect on our results of operations.
Failure to achieve expected cost savings and unanticipated costs related to
integrating acquired companies could adversely affect our results of operations.
Our estimates of annual operating cost savings for acquired companies are a
function of the nature and timing of individual acquisition integration plans.
These savings result primarily from the elimination of redundant corporate
expenses and more efficient operations and utilization of real estate. However,
unanticipated future operating expenses or acquisition related expenses, or
other adverse developments, could reduce or delay realization of these cost
savings and materially affect our results of operations. The integration of
Pierce Leahy poses a particular risk due to the size and complexity of the
integration plan.
Our operating results may fluctuate from quarter to quarter due to the
integration of current and future acquisitions. It is difficult to precisely
forecast the magnitude and timing of integration and merger-related expenses.
These expenses may be material to the financial results of a given quarter.
Therefore, operating results for any fiscal quarter may not be indicative of the
results that may be achieved for any subsequent quarter or for a full fiscal
year.
We may be unable to continue our international expansion.
Our growth strategy involves expanding operations into international
markets, and we expect to continue this expansion. Europe and Latin America have
been our primary areas of focus for international expansion. We have entered
into joint
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ventures and have acquired all or a majority of the equity in records and
information management services businesses operating in these areas and are
actively pursuing additional opportunities. This growth strategy involves risks.
We may be unable to pursue this strategy in the future. For example, we may be
unable to:
o identify suitable companies to acquire;
o complete acquisitions on satisfactory terms;
o incur additional debt necessary to acquire suitable companies if we are
unable to pay the purchase price out of working capital, common stock or
other equity securities; or
o enter into successful business arrangements for technical assistance or
management and acquisition expertise outside of the United States.
We also compete with other records and information management services
providers for companies to acquire. Some of our competitors may possess greater
financial and other resources than we do. If any such competitor were to devote
additional resources to such acquisition candidates or focus its strategy on our
international markets, our results of operations could be adversely affected.
We may not be able to effectively expand our digital businesses.
We have implemented the early stages of our planned expansion into various
digital businesses. Our entrance into these markets poses certain unique risks.
For example, we may be unable to:
o raise the amount of capital necessary to effectively participate in these
businesses;
o develop, hire or otherwise obtain the necessary technical expertise;
o accurately predict the size of the markets for any of these services; or
o compete effectively against other companies who possess greater technical
expertise, capital or other necessary resources.
In addition, the business partners upon whom we depend for technical and
management expertise, as well as the hardware and software products we need to
complement our services, may not perform as expected.
Operational Risks
We have a history of net losses.
Our net losses are primarily attributable to significant non-cash charges
and interest expense associated with our acquisition and growth strategies. The
non-cash charges consist primarily of:
o depreciation expenses associated with the expansion of storage capacity;
and
o goodwill amortization associated with acquisitions accounted for under the
purchase method.
Our primary financial objective has been, and will continue to be, to
increase EBITDA, which we define as earnings before interest, taxes,
depreciation, amortization, extraordinary items, other income, merger-related
expenses and stock option compensation expenses, to service indebtedness and for
investment in continued internal growth and growth through acquisitions, rather
than net income. Having an objective of increasing EBITDA may negatively affect
other measures of financial performance, such as net income. In addition,
execution of our growth strategy could result in future net losses due to
increased interest expense associated with borrowings and increased depreciation
and amortization expenses.
Our customers may shift from paper storage to alternative technologies that
require less physical space.
We derive most of our revenues from the storage of paper documents and
related services. This storage requires significant physical space. Alternative
storage technologies exist, many of which require significantly less space than
paper. These technologies include computer media, microform, CD-ROM and optical
disk. To date, none of these technologies has replaced paper as the principal
means for storing information. However, we can provide no assurance that our
customers will continue to store most of their records in paper format. A
significant shift by our customers to storage of data through non-paper based
technologies, whether now
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existing or developed in the future, could adversely affect our business.
We may be subject to certain costs and potential liabilities associated with the
real estate required for our businesses.
Because our businesses are heavily dependent on real estate, we face special
risks attributable to the real estate we own or operate. Such risks include:
o variable occupancy costs and difficulty locating suitable sites due to
fluctuations in the real estate market;
o uninsured losses or damage to our storage facilities due to an inability to
obtain full coverage on a cost-effective basis for some casualties, such as
earthquakes, or any coverage for certain losses, such as losses from riots;
o loss of our investment in, and anticipated profits and cash flow from,
damaged property that is uninsured;
o liability under certain environmental laws for the costs of investigation
and cleanup of contaminated real estate owned or leased by us, whether or
not (1) we know of, or were responsible for, the contamination, or (2) the
contamination occurred while we owned or leased the property;
o third party claims resulting from the off-site migration of contamination
initiating on real estate that we own or operate, or exposure to hazardous
substances, including asbestos-containing materials, located on our
property; and
o an inability to sell, rent, mortgage or use contaminated real estate owned
or leased by us.
Some of our current and formerly owned or operated properties were
previously used for industrial or other purposes that involved the use, storage,
generation and/or disposal of hazardous substances and wastes and petroleum
products. In some instances these properties included the operation of
underground storage tanks. Although we have from time to time conducted limited
environmental investigations and remedial activities at some of our former and
current facilities, we have not undertaken an in-depth environmental review of
all of our properties. We therefore may be potentially liable for environmental
costs like those discussed above.
International operations may pose unique risks.
As part of our growth strategy, we have acquired and expect to acquire in
the future, records and information management services businesses in foreign
markets. International operations are subject to numerous risks, including
o the risk that the business partners upon whom we depend for technical
assistance or management and acquisition expertise outside of the United
States will not perform as expected;
o the impact of foreign government regulations;
o political uncertainties;
o differences in business practices; and
o foreign currency fluctuations.
In particular, our net income can be significantly affected by fluctuations
in foreign currencies associated with the U.S. dollar denominated debt of some
of our foreign subsidiaries and certain intercompany balances between our
domestic entities and our foreign subsidiaries.
We face competition for customers.
We compete with our current and potential customers' internal records and
information management services capabilities. We can provide no assurance that
these organizations will begin or continue to use an outside company, such as
our company, for their future records and information management services needs
or that they will use us to provide these services. We compete with multiple
records and information management services providers in all geographic areas
where we operate.
Indebtedness and Other Risks
Our substantial indebtedness could adversely affect our financial health.
We have substantial indebtedness, which could have important consequences to
you. Our indebtedness may increase as we continue to borrow under existing and
future credit arrangements in order to finance future acquisitions and for
general
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corporate purposes, which would increase the associated risks. These risks
include:
o sensitivity to adverse economic conditions;
o inability to fund future working capital, acquisitions, capital
expenditures and other general corporate requirements;
o limits on our flexibility in planning for, or reacting to, changes in our
business and the records and information management services industry;
o limits on future borrowings under our existing or future credit
arrangements, which could affect our ability to pay our indebtedness or to
fund our other liquidity needs;
o inability to generate sufficient funds to cover required interest payments;
and
o restrictions on our ability to refinance our indebtedness on commercially
reasonably terms.
Restrictive loan covenants may limit our ability to pursue our acquisition
strategy.
Our credit facility and our indentures contain covenants restricting or
limiting our ability to, among other things:
o incur additional indebtedness;
o pay dividends or make other restricted payments;
o make asset dispositions;
o permit liens; and
o make capital expenditures and other investments.
These restrictions may adversely affect our ability to pursue our
acquisition and other growth strategies.
Certain provisions in our governing documents and indentures, and the
composition of our shareholders, might discourage or prevent third parties from
acquiring control of our outstanding capital stock.
Certain provisions of our articles of incorporation, our bylaws and existing
indentures might discourage or prevent a third party from acquiring actual or
potential control of Iron Mountain by:
o making it more difficult to consummate certain types of transactions such
as mergers, tender offers or proxy contests;
o limiting shareholders' ability to quickly change the composition of our
board of directors due to our classified board of directors;
o allowing existing management to exercise significant control over our
affairs during periods where we are threatened by a change in control;
o allowing our board of directors to issue shares of preferred stock in the
future without further shareholder approval, and with full discretion as to
terms, conditions, rights, privileges and preferences; and
o requiring that we offer to purchase all or some of our outstanding senior
subordinated notes and publicly issued notes in certain circumstances that
amount to a change of control under our indentures.
In addition, because relatively few large shareholders control a significant
percentage of our voting power, these shareholders may:
o prevent certain types of transactions involving an actual or potential
change of control of Iron Mountain, including transactions made at prices
above the prevailing market price of our common stock; and
o significantly affect the election of our directors who, in turn, control
our management and affairs.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges for the periods indicated (dollars in thousands):
Nine Months Ended
Year Ended December 31, September 30,
-----------------------------------------------------------------------
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
Ratio of earnings to
fixed charges 1.1x 1.1x 0.9x(1) 1.1x 1.1x 0.8x(1)
- -------------------------------
<FN>
(1) We reported a loss from continuing operations before provision
(benefit) for income taxes and minority interest, for the year ended
December 31, 1997 and for the nine months ended September 30, 2000, the
Company would have needed to generate additional income from operations
before provision for income taxes and minority interest of $4,601 and
$18,749 to cover its fixed charges of $37,489 and $112,050,
respectively.
</FN>
The ratios of earnings to fixed charges presented above were computed by
dividing our earnings by fixed charges. For this purpose, earnings have been
calculated by adding fixed charges to income (loss) from continuing operations
before provision for income taxes and minority interest. Fixed charges consist
of interest costs, whether expensed or capitalized, the interest component of
rental expense, if any, amortization of debt discounts and deferred financing
costs, whether expensed or capitalized.
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USE OF PROCEEDS
Unless otherwise described in any applicable prospectus supplement, we
intend to use the net proceeds from the sale of the offered securities for
general corporate purposes, which may include acquisitions, investments and the
repayment of indebtedness outstanding at a particular time, including the
reduction of amounts outstanding under our credit agreement or any other credit
facility. Pending this utilization, the proceeds from the sale of the offered
securities will be invested in short-term, dividend-paying or interest-bearing
investment grade securities.
DESCRIPTION OF CERTAIN INDEBTEDNESS
The description below summarizes the more important terms of our
indebtedness. We have previously filed copies of the credit agreement and
indentures setting forth the terms of the indebtedness with the SEC. See "Where
You Can Find More Information" and "Documents Incorporated by Reference." You
should refer to those agreements for the complete terms of the indebtedness.
Credit Agreement
Our credit agreement, as currently in effect, includes a $400 million
revolving credit facility and two tranches of term debt. Tranches A and B
represent term loans to us in the principal amounts of $150 million and $200
million, respectively. The Tranche A term loan and the revolving credit
component of the credit agreement mature on January 31, 2005, and the Tranche B
term loan matures on February 28, 2006. Upon maturity, all outstanding revolving
credit loans and other amounts payable thereunder will become due.
We may borrow money under the credit agreement to finance possible future
acquisitions, as well as for working capital and general corporate purposes.
We have the right to elect various interest rates on our outstanding
borrowings under the credit agreement. The interest rate is based upon the
applicable reference rate and a margin or spread over such reference rate. The
spread varies based upon the ratio of our indebtedness to our EBITDA. We have
the option of causing the reference rate to be based upon (1) the greater of (a)
the agent's prime rate or (b) a rate based upon the overnight federal funds
rate, or (2) for periods of up to 12 months, the interest rates prevailing on
the date of determination in the London interbank markets. We currently use, and
may continue to use, interest rate protection products to reduce our exposure to
increases in certain interest rates.
The credit agreement contains covenants restricting our ability and our
subsidiaries' ability to, among other things:
o declare dividends or redeem or repurchase capital stock;
o make optional payments and modifications of subordinated and other debt
instruments;
o incur liens and engage in sale and leaseback transactions;
o make loans and investments;
o incur indebtedness and contingent obligations;
o make capital expenditures;
o enter into transactions with affiliates; and
o make changes in our lines of business.
We are also required to comply with financial covenants with respect to:
o a maximum leverage ratio;
o a minimum interest coverage ratio; and
o a minimum fixed charge coverage ratio.
The credit agreement also contains customary affirmative covenants and
events of default. In addition, the credit agreement restricts our ability to
make certain acquisitions. We are permitted to acquire domestic corporations so
long as:
o after giving effect to such acquisition, we remain in compliance with the
leverage, interest coverage and fixed charge coverage ratios;
o the acquired assets or business relate to the records and information
management services business; and
o the acquisition is not hostile in nature.
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Publicly Issued Notes
We have outstanding five series of senior subordinated notes issued to the
public. These are obligations of the parent company, Iron Mountain Incorporated
(the "Parent Notes"):
o $130 million principal amount of notes maturing on July 15, 2006 and
bearing interest at a rate of 111/8% per annum, payable semi-annually in
arrears on January 15 and July 15 (the "111/8% notes");
o $165 million principal amount of notes maturing on October 1, 2006 and
bearing interest at a rate of 101/8% per annum, payable semi-annually in
arrears on April 1 and October 1 (the "101/8% notes");
o $120 million principal amount of notes maturing on July 15, 2007 and
bearing interest at a rate of 91/8% per annum, payable semi-annually in
arrears on January 15 and July 15 (the "91/8% notes");
o $250 million principal amount of notes maturing on September 30, 2009 and
bearing interest at a rate of 8 3/4% per annum, payable semi-annually in
arrears on March 31 and September 30 (the "8 3/4% notes"); and
o $150 million principal amount of notes maturing on July 1, 2011 and bearing
interest at a rate of 8 1/4% per annum, payable semi-annually in arrears on
January 1 and July 1 (the "8 1/4% notes").
The Parent Notes are fully and unconditionally guaranteed, on a senior
subordinated basis, by substantially all of our direct and indirect wholly owned
domestic subsidiaries (the "Subsidiary Guarantors"). These guarantees are joint
and several obligations of the Subsidiary Guarantors. In addition, the 111/8%
notes and the 91/8% notes are secured by a second lien on 65% of the stock of
Iron Mountain Canada Corporation ("Canada Company"). The remainder of our
subsidiaries do not guarantee the Parent Notes.
In addition, Canada Company, our principal Canadian subsidiary, has publicly
issued $135 million principal amount of notes that mature on May 15, 2008 and
bear interest at a rate of 81/8% per annum, payable semi-annually in arrears on
May 15 and November 15 (the "Subsidiary Notes"). The Subsidiary Notes are
general unsecured obligations of Canada Company, ranking pari passu in right of
payment to all of Canada Company's existing and future senior unsecured
indebtedness. The Subsidiary Notes are fully and unconditionally guaranteed, on
a senior subordinated basis, by Iron Mountain, the Subsidiary Guarantors and
several of the non-guarantors that are organized under the laws of Canadian
provinces. As with the Parent Notes, these guarantees are joint and several.
Each of the indentures for the notes provides that we may redeem the
outstanding notes, in whole or in part, upon satisfaction of certain terms and
conditions. In any redemption, we are also required to pay all accrued but
unpaid interest on the outstanding notes.
The 111/8% notes may be redeemed at any time on or after July 15, 2001 at a
redemption price, starting on July 15 of each of the years listed below, of:
Year Percentage
---- ----------
2001 105.563%
2002 103.708%
2003 101.854%
2004 (and thereafter) 100%
The 101/8% notes may be redeemed at any time on or after October 1, 2001 at
a redemption price, starting on October 1 of each of the years listed below, of:
Year Percentage
---- ----------
2001 105.06%
2002 103.38%
2003 101.69%
2004 (and thereafter) 100%
The 91/8% notes may be redeemed at any time on or after July 15, 2002 at a
redemption price, starting on July 15 of each year listed below, of:
Year Percentage
---- ----------
2002 104.563%
2003 103.042%
2004 101.521%
2005 (and thereafter) 100%
Prior to September 30, 2002, the 8 3/4% notes are redeemable at our option,
in whole or in part, at a specified make-whole price. Thereafter, the 8 3/4%
notes may be redeemed at any time at a redemption
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price, starting on September 30 of each year listed below, of:
Year Percentage
---- ----------
2002 104.375%
2003 102.916%
2004 101.458%
2005 (and thereafter) 100%
The Subsidiary Notes may be redeemed at any time on or after May 15, 2003 at
a redemption price, starting on May 15 of each year listed below, of:
Year Percentage
---- ----------
2003 104.063%
2004 102.708%
2005 101.354%
2006 (and thereafter) 100%
In addition, until May 15, 2001, we may under certain conditions redeem up to
35% of the Subsidiary Notes with the net proceeds of a public equity offering,
at redemption price of 108.125% of the principal amount.
Prior to July 1, 2004, the 8 1/4% notes are redeemable at our option, in
whole or in part, at a specified make-whole price. Thereafter, the 8 1/4% notes
may be redeemed at any time at a redemption price, starting on July 1 of each
year listed below, of:
Year Percentage
---- ----------
2004 104.125%
2005 102.750%
2006 101.375%
2007 (and thereafter) 100%
In addition, until July 1, 2002, we may under certain conditions redeem up to
35% of the 8 1/4% notes with the net proceeds of one or more equity offerings,
at a redemption price of 108.25% of the principal amount.
Each of the indentures for the notes provides that we must repurchase, at
the option of the holders, the notes at 101% of their principal amount, plus
accrued and unpaid interest, upon the occurrence of a "Change of Control," which
is defined in each respective indenture. Except for required repurchases upon
the occurrence of a change of control or in the event of certain asset sales,
each as described in the respective indenture, we are not required to make
sinking fund or redemption payments with respect to any of the notes.
The indentures for the notes contain restrictive covenants similar to those
contained in the credit agreement.
DESCRIPTION OF DEBT SECURITIES
The debt securities will be direct obligations of ours, which may be secured
or unsecured, and which may be senior or subordinated indebtedness. The debt
securities may be fully and unconditionally guaranteed on a secured or
unsecured, senior or subordinated basis, jointly and severally by the Subsidiary
Guarantors. The debt securities will be issued under one or more indentures
between us and a trustee. Any indenture will be subject to, and governed by, the
Trust Indenture Act of 1939, as amended. The statements made in this prospectus
relating to any indentures and the debt securities to be issued under the
indentures are summaries of certain anticipated provisions of the indentures and
are not complete.
We have previously filed copies of the forms of indentures as exhibits to
the registration statement of which this prospectus is part and will file any
final indentures and supplemental indentures if we issue debt securities. You
should refer to those indentures for the complete terms of the debt securities.
See "Where You Can Find More Information."
General
We may issue debt securities that rank "senior," "senior subordinated" or
"subordinated." The debt securities that we refer to as "senior securities" will
be direct obligations of ours and will rank equally and ratably in right of
payment with other indebtedness of ours that is not subordinated. We may issue
debt securities that will be subordinated in right of payment to the prior
payment in full of senior indebtedness, as defined in the applicable prospectus
supplement, and may rank equally and ratably with the senior subordinated notes
and any other senior subordinated indebtedness. We refer to these as "senior
subordinated securities." We may also issue debt securities that may be
subordinated in right of payment to the senior subordinated securities. These
would be "subordinated securities." We have filed with the registration
statement of which this prospectus is part two separate forms of indenture, one
for the senior securities and one for the senior subordinated and subordinated
securities.
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We may issue the debt securities without limit as to aggregate principal
amount, in one or more series, in each case as we establish in one or more
supplemental indentures. We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series, without the
consent of the holders of such series, for issuances of additional securities of
that series.
We anticipate that any indenture will provide that we may, but need not,
designate more than one trustee under an indenture, each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed with respect to one or more series of debt securities, and we may
appoint a successor trustee to act with respect to that series.
The applicable prospectus supplement will describe the specific terms
relating to the series of debt securities we will offer, including, where
applicable, the following:
o the title and series designation and whether they are senior securities,
senior subordinated securities or subordinated securities;
o the aggregate principal amount of the securities;
o the percentage of the principal amount at which we will issue the debt
securities and, if other than the principal amount of the debt securities,
the portion of the principal amount of the debt securities payable upon
maturity of the debt securities;
o if convertible, the initial conversion price, the conversion period and any
other terms governing such conversion;
o the stated maturity date;
o any fixed or variable interest rate or rates per annum;
o the place where principal, premium, if any, and interest will be payable
and where the debt securities can be surrendered for transfer, exchange or
conversion;
o the date from which interest may accrue and any interest payment dates;
o any sinking fund requirements;
o any provisions for redemption, including the redemption price and any
remarketing arrangements;
o whether the securities are denominated or payable in United States dollars
or a foreign currency or units of two or more foreign currencies;
o the events of default and covenants of such securities, to the extent
different from or in addition to those described in this prospectus;
o whether we will issue the debt securities in certificated or book-entry
form;
o whether the debt securities will be in registered or bearer form and, if in
registered form, the denominations if other than in even multiples of
$1,000 and, if in bearer form, the denominations and terms and conditions
relating thereto;
o whether we will issue any of the debt securities in permanent global form
and, if so, the terms and conditions, if any, upon which interests in the
global security may be exchanged, in whole or in part, for the individual
debt securities represented by the global security;
o the applicability, if any, of the defeasance and covenant defeasance
provisions described in this prospectus or any prospectus supplement;
o whether we will pay additional amounts on the securities in respect of any
tax, assessment or governmental charge and, if so, whether we will have the
option to redeem the debt securities instead of making this payment;
o the subordination provisions, if any, relating to the debt securities;
o if the debt securities are to be issued upon the exercise of debt warrants,
the time, manner and place for them to be authenticated and delivered;
o the provisions relating to any security provided for the debt securities;
and
o the provisions relating to any guarantee of the debt securities.
We may issue debt securities at less than the principal amount payable upon
maturity. We refer to
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these securities as "original issue discount securities." If material or
applicable, we will describe in the applicable prospectus supplement special
U.S. federal income tax, accounting and other considerations applicable to
original issue discount securities.
Except as may be set forth in any prospectus supplement, an indenture will
not contain any other provisions that would limit our ability to incur
indebtedness or that would afford holders of the debt securities protection in
the event of a highly leveraged or similar transaction involving us or in the
event of a change of control. You should review carefully the applicable
prospectus supplement for information with respect to events of default and
covenants applicable to the securities being offered.
Denominations, Interest, Registration and Transfer
Unless otherwise described in the applicable prospectus supplement, we will
issue the debt securities of any series that are registered securities in
denominations that are even multiples of $1,000, other than global securities,
which may be of any denomination.
Unless otherwise specified in the applicable prospectus supplement, we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the address of the person entitled to the payment as it appears in the
applicable register or by wire transfer of funds to that person at an account
maintained within the United States.
If we do not punctually pay or duly provide for interest on any interest
payment date, the defaulted interest will be paid either:
o to the person in whose name the debt security is registered at the close of
business on a special record date the applicable trustee will fix; or
o in any other lawful manner, all as the applicable indenture describes.
You may have your debt securities divided into more debt securities of
smaller denominations or combined into fewer debt securities of larger
denominations, as long as the total principal amount is not changed. We call
this an "exchange."
You may exchange or transfer debt securities at the office of the applicable
trustee. The trustee acts as our agent for registering debt securities in the
names of holders and transferring debt securities. We may change this
appointment to another entity or perform it ourselves. The entity performing the
role of maintaining the list of registered holders is called the "registrar." It
will also perform transfers.
You will not be required to pay a service charge to transfer or exchange
debt securities, but you may be required to pay for any tax or other
governmental charge associated with the exchange or transfer. The security
registrar will make the transfer or exchange only if it is satisfied with your
proof of ownership.
Merger, Consolidation or Sale of Assets
Under any indenture, we are generally permitted to consolidate or merge with
another company. We are also permitted to sell substantially all of our assets
to another company, or to buy substantially all of the assets of another
company. However, we may not take any of these actions unless all the following
conditions are met:
o If we merge out of existence or sell our assets, the other company must be
a corporation, partnership or other entity organized under the laws of a
State or the District of Columbia or under federal law. The other company
must agree to be legally responsible for the debt securities.
o Immediately after the merger, sale of assets or other transaction we are
not in default on the debt securities. A default for this purpose would
include any event that would be an event of default if the requirements for
giving us default notice or our default having to exist for a specific
period of time were disregarded.
Certain Covenants
Provision of Financial Information. Whether or not required by the rules and
regulations of the SEC, so long as any debt securities are outstanding, we will
furnish to the holders of debt securities:
o all quarterly and annual financial information that would be required to be
contained in a filing with the SEC on Forms 10-Q and 10-K if we were
required to file these reports, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
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and, with respect to the annual information only, a report by our certified
independent accountants; and
o all financial information that would be required to be included in a Form
8-K filed with the SEC if we were required to file this report.
In addition, whether or not required by the rules and regulations of the
SEC, we will file a copy of all such information and reports with the SEC for
public availability, unless the SEC will not accept such a filing, and make this
information available to investors who request it in writing.
Additional Covenants. Any additional or different covenants of Iron
Mountain, or modifications to the foregoing covenants, with respect to any
series of debt securities will be set forth in the applicable prospectus
supplement.
Events of Default and Related Matters
Events of Default. The term "event of default" means any of the following:
o We do not pay the principal or any premium on a debt security on its due
date;
o We do not pay interest on a debt security within 30 days of its due date;
o We do not deposit any sinking fund payment on its due date;
o We remain in breach of any other term of the applicable indenture for 60
days after we receive a notice of default stating we are in breach. Either
the trustee or holders of majority in principal amount of debt securities
of the affected series may send the notice;
o Default in the payment of any of our other indebtedness over a specified
amount that results in the acceleration of the maturity of the indebtedness
or constitutes a default in the payment of the indebtedness at final
maturity, but only if the indebtedness is not discharged or the
acceleration is not rescinded or annulled;
o We or one of our "significant subsidiaries" files for bankruptcy or certain
other events in bankruptcy, insolvency or reorganization occur;
o Any other event of default described in the applicable prospectus
supplement occurs.
The term "significant subsidiary" means each of our significant subsidiaries (as
defined in Regulation S-X promulgated under the Securities Act of 1933).
Remedies If an Event of Default Occurs. If an event of default has occurred
and has not been cured, the trustee or the holders of at least 25% in principal
amount of the debt securities of the affected series may declare the entire
principal amount of all the debt securities of that series to be due and
immediately payable. We call this a "declaration of acceleration of maturity."
If an event of default occurs because of certain events in bankruptcy,
insolvency or reorganization, the principal amount of all the debt securities of
that series will be automatically accelerated, without any action by the trustee
or any holder. At any time after the trustee or the holders have accelerated any
series of debt securities, but before a judgment or decree for payment of the
money due has been obtained, the holders of at least a majority in principal
amount of the debt securities of the affected series may, under certain
circumstances, rescind and annul such acceleration.
The trustee will be required to give notice to the holders of debt
securities within 90 days of a default under the applicable indenture unless the
default has been cured or waived. The trustee may withhold notice to the holders
of any series of debt securities of any default with respect to that series,
except a default in the payment of the principal, premium, or interest on any
debt security of that series or in the payment of any sinking fund installment
in respect of any debt security of that series, if specified responsible
officers of the trustee consider the withholding to be in the interest of the
holders.
Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the applicable indenture at the
request of any holders unless the holders offer the trustee reasonable
protection from expenses and liability. We refer to this as an "indemnity." If
reasonable indemnity is provided, the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of conducting any lawsuit or other formal legal action seeking any
remedy available to the trustee. These majority holders may also direct the
trustee in performing any other action under the applicable indenture, subject
to certain limitations.
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Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:
o You must give the trustee written notice that an event of default has
occurred and remains uncured;
o The holders of at least a majority in principal amount of all outstanding
securities of the relevant series must make a written request that the
trustee take action because of the default, and must offer reasonable
indemnity to the trustee against the cost and other liabilities of taking
that action; and
o The trustee must have not taken action for 60 days after receipt of the
above notice and offer of indemnity.
However, you are entitled at any time to bring a lawsuit for the payment of
money due on your security after its due date.
Every year we will furnish to the trustee a written statement by certain of
our officers certifying that to their knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.
Modification of an Indenture
There are three types of changes we can make to the indentures and the debt
securities:
Changes Requiring Your Approval. First, there are changes we cannot make to
your debt securities without your specific approval. The following is a list of
those types of changes:
o change the stated maturity of the principal or interest on a debt security;
o reduce any amounts due on a debt security;
o reduce the amount of principal payable upon acceleration of the maturity of
a debt security following a
default;
o change the place or currency of payment on a debt security;
o impair your right to sue for payment;
o modify the subordination provisions, if any, in a manner that is adverse to
you;
o reduce the percentage of holders of debt securities whose consent is needed
to modify or amend an indenture or to waive compliance with certain
provisions of an indenture or to waive certain defaults;
o reduce the percentage of holders of debt securities required for quorum or
voting;
o waive a default or event of default in the payment of principal of or
premium, if any, or interest on the debt securities; or
o modify any of the foregoing provisions, or any of the provisions relating
to the waiver of particular past defaults or particular covenants, except
to increase the required percentage to effect such action or to provide
that certain other provisions may not be modified or waived without the
consent of the holder of the debt security.
Changes Requiring a Majority Vote. The second type of change to an
indenture and the debt securities is the kind that requires a vote in favor by
holders of debt securities owning a majority of the principal amount of the
particular series affected. Most changes fall into this category, except for
clarifying changes and certain other changes that would not adversely affect
holders of the debt securities. We require the same vote to obtain a waiver of a
past default. However, we cannot obtain a waiver of a payment default or any
other aspect of an indenture or the debt securities listed in the first category
described above under "--Changes Requiring Your Approval" unless we obtain your
individual consent to the waiver.
Changes Not Requiring Approval. The third type of change does not require
any vote by holders of debt securities. This type is limited to clarifications
and certain other changes that would not adversely affect holders of the debt
securities.
Further Details Concerning Voting. When taking a vote, we will use the
following rules to decide how much principal amount to attribute to a debt
security:
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o For original issue discount securities, we will use the principal amount
that would be due and payable on the voting date if the maturity of the
debt securities were accelerated to that date because of a default.
o For debt securities whose principal amount is not known, we will use a
special rule for that security described in the applicable prospectus
supplement. An example is if the principal amount is based on an index.
o For debt securities denominated in one or more foreign currencies or
currency units, we will use the U.S. dollar equivalent.
Debt securities are not considered outstanding, and therefore not eligible
to vote, if we have deposited or set aside in trust for you money for their
payment or redemption or if we or one of our affiliates own them. Debt
securities are also not eligible to vote if they have been fully defeased as
described immediately below under "--Discharge, Defeasance and Covenant
Defeasance--Full Defeasance."
A meeting may be called at any time by the trustee, and also, upon request,
by Iron Mountain or the holders of at least 25% in principal amount of the
outstanding debt securities of such series, in any such case, upon notice given
as provided in the indenture.
Discharge, Defeasance and Covenant Defeasance
Discharge. We may discharge some obligations to holders of any series of
debt securities that either have become due and payable or will become due and
payable within one year, or scheduled for redemption within one year, by
irrevocably depositing with the trustee, in trust, funds in the applicable
currency in an amount sufficient to pay the debt securities, including any
premium and interest.
Full Defeasance. We can, under particular circumstances, effect a full
defeasance of your series of debt securities. By this we mean we can legally
release ourselves from any payment or other obligations on the debt securities
if we put in place the following arrangements to repay you:
o We must deposit in trust for your benefit and the benefit of all other
direct holders of the debt securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the debt
securities on their various due dates.
o The current federal tax law must be changed or an IRS ruling must be issued
permitting the above deposit without causing you to be taxed on the debt
securities any differently than if we did not make the deposit and just
repaid the debt securities ourselves. Under current federal tax law, the
deposit and our legal release from the debt securities would be treated as
though we took back your debt securities and gave you your share of the
cash and notes or bonds deposited in trust. In that event, you could
recognize gain or loss on the debt securities you give back to us.
o We must deliver to the trustee a legal opinion confirming the tax law
change described above.
If we did accomplish full defeasance, you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the unlikely event of any shortfall. Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever became bankrupt or insolvent. You would also be released from any
subordination provisions.
Covenant Defeasance. Under current federal tax law, we can make the same
type of deposit described above and be released from some of the restrictive
covenants in the debt securities. This is called "covenant defeasance." In that
event, you would lose the protection of those restrictive covenants but would
gain the protection of having money and securities set aside in trust to repay
the securities and you would be released from any subordination provisions. In
order to achieve covenant defeasance, we must do the following:
o We must deposit in trust for your benefit and the benefit of all other
direct holders of the debt securities a combination of money and U.S.
government or U.S. government agency notes or bonds that will generate
enough cash to make interest, principal and any other payments on the debt
securities on their various due dates.
o We must deliver to the trustee a legal opinion confirming that under
current federal income tax law we may make the above deposit without
causing you to be taxed on the debt securities any differently than if we
did not make the
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deposit and just repaid the debt securities ourselves.
If we accomplish covenant defeasance, the following provisions of an
indenture and the debt securities would no longer apply:
o Any covenants applicable to the series of debt securities and described in
the applicable prospectus supplement.
o Any subordination provisions.
o Certain events of default relating to breach of covenants and acceleration
of the maturity of other debt set forth in any prospectus supplement.
If we accomplish covenant defeasance, you can still look to us for
repayment of the debt securities if a shortfall in the trust deposit occurred.
If one of the remaining events of default occurs, for example, our bankruptcy,
and the debt securities become immediately due and payable, there may be a
shortfall. Depending on the event causing the default, you may not be able to
obtain payment of the shortfall.
Subordination
We will set forth in the applicable prospectus supplement the terms and
conditions, if any, upon which any series of senior subordinated securities or
subordinated securities is subordinated to debt securities of another series or
to other indebtedness of ours. The terms will include a description of:
o the indebtedness ranking senior to the debt securities being offered;
o the restrictions, if any, on payments to the holders of the debt securities
being offered while a default with respect to the senior indebtedness is
continuing;
o the restrictions, if any, on payments to the holders of the debt securities
being offered following an event of default; and
o provisions requiring holders of the debt securities being offered to remit
some payments to holders of senior indebtedness.
Global Securities
If so set forth in the applicable prospectus supplement, we may issue the
debt securities of a series in whole or in part in the form of one or more
global securities that will be deposited with a depositary identified in the
prospectus supplement. We may issue global securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary arrangement with respect to any series of debt securities will be
described in the prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
The description below summarizes the more important terms of our capital
stock. We have previously filed with the SEC copies of our articles of
incorporation and bylaws, as amended. See "Where You Can Find More Information."
You should refer to those documents for the complete terms of our capital stock.
This summary is subject to and qualified by reference to the description of the
particular terms of your securities described in the applicable prospectus
supplement.
General
Our authorized capital stock consists of 150,000,000 shares of common stock,
par value $.01 per share, and 10,000,000 shares of preferred stock, par value
$.01 per share.
Preferred Stock
General. Our board of directors will determine the designations,
preferences, limitations and relative rights of the 10,000,000 authorized and
unissued shares of preferred stock. These include:
o the distinctive designation of each series and the number of shares that
will constitute the series;
o the voting rights, if any, of shares of the series;
o the dividend rate on the shares of the series, any restriction, limitation
or condition upon the payment of the dividends, whether dividends will be
cumulative, and the dates on which dividends are payable;
o the prices at which, and the terms and conditions on which, the shares of
the series may be redeemed, if the shares are redeemable;
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o the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares of the series;
o any preferential amount payable upon shares of the series upon our
liquidation or the distribution of our assets;
o if the shares are convertible, the price or rates of conversion at which,
and the terms and conditions on which, the shares of the series may be
converted into other securities; and
o whether the series can be exchanged, at our option, into debt securities,
and the terms and conditions of any permitted exchange.
The issuance of preferred stock, or the issuance of rights to purchase
preferred stock, could discourage an unsolicited acquisition proposal. In
addition, the rights of holders of common stock will be subject to, and may be
adversely affected by, the rights of holders of any preferred stock that we may
issue in the future.
The following description of the preferred stock sets forth some general
terms and provisions of the preferred stock to which a prospectus supplement may
relate. The statements below describing the preferred stock are in all respects
subject to and qualified in their entirety by reference to the applicable
provisions of our articles of incorporation, including any applicable
certificates of designation, and our bylaws.
The prospectus supplement will describe the specific terms as to each
issuance of preferred stock, including:
o the title of the preferred stock;
o the number of shares of the preferred stock offered;
o the voting rights of the holders of the preferred stock offered;
o the offering price of the preferred stock;
o the dividend rate, when dividends will be paid, or the method of
determining the dividend rate if it is based on a formula or not otherwise
fixed;
o the date from which dividends on the preferred stock shall accumulate;
o the provisions for any auctioning or remarketing, if any, of the preferred
stock;
o the provision, if any, for redemption or a sinking fund;
o the liquidation preference per share;
o any listing of the preferred stock on a securities exchange;
o whether the preferred stock will be convertible and, if so, the security
into which it is convertible and the terms and conditions of conversion,
including the conversion price or the manner of determining it;
o whether interests in the preferred stock will be represented by depositary
shares as more fully described under "Description of Depositary Shares";
o a discussion of federal income tax considerations;
o the relative ranking and preferences of the preferred stock as to dividend
and liquidation rights;
o any limitations on issuance of any preferred stock ranking senior to or on
a parity with the series of preferred stock being offered as to dividend
and liquidation rights;
o any limitations on direct or beneficial ownership and restrictions on
transfer; and
o any other specific terms, preferences, rights, limitations or restrictions
of the preferred stock.
As described under "Description of Depositary Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary receipt will represent a fractional interest
in a share of the particular series of the preferred stock issued and deposited
with a depositary. The applicable prospectus supplement will specify that
fractional interest.
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Rank. Unless our board of directors otherwise determines and we so specify
in the applicable prospectus supplement, we expect that the preferred stock
will, with respect to dividend rights and rights upon liquidation, rank senior
to all common stock.
Dividends. Holders of preferred stock of each series will be entitled to
receive cash and/or stock dividends at the rates and on the dates shown in the
applicable prospectus supplement. Even though the preferred stock may specify a
fixed dividend, our board of directors must declare those dividends and they may
be paid only out of assets legally available for payment. We will pay each
dividend to holders of record as they appear on our stock transfer books on the
record dates fixed by our board of directors. In the case of preferred stock
represented by depositary receipts, the records of the depositary referred to
under "Description of Depositary Shares" will determine the persons to whom
dividends are payable.
Under Pennsylvania law, no dividends may be declared or paid in cash or
property on any share however, if after giving effect thereto, (1) we would not
be able to pay our debts as they become due in the usual course of business or
(2) our total assets would be less than the sum of our total liabilities plus
the amount that would be needed upon the dissolution of Iron Mountain to satisfy
the preferential rights, if any, of the shareholders having superior
preferential rights to the shareholders receiving the distribution.
Dividends on any series of preferred stock may be cumulative or
noncumulative, as provided in the applicable prospectus supplement. We refer to
each particular series, for ease of reference, as the applicable series.
Cumulative dividends will be cumulative from and after the date shown in the
applicable prospectus supplement. If our board of directors fails to declare a
dividend on any applicable series that is noncumulative, the holders will have
no right to receive, and we will have no obligation to pay, a dividend in
respect of the applicable dividend period, whether or not dividends on that
series are declared payable in the future.
If the applicable series is entitled to a cumulative dividend, we may not
declare, or pay or set aside for payment, any full dividends on any other series
of preferred stock ranking, as to dividends, on a parity with or junior to the
applicable series, unless we declare, and either pay or set aside for payment,
full cumulative dividends on the applicable series for all past dividend periods
and the then current dividend period. If the applicable series does not have a
cumulative dividend, we must declare, and pay or set aside for payment, full
dividends for the then current dividend period only. When dividends are not
paid, or set aside for payment, in full upon any applicable series and the
shares of any other series ranking on a parity as to dividends with the
applicable series, we must declare, and pay or set aside for payment, all
dividends upon the applicable series and any other parity series
proportionately, in accordance with accrued and unpaid dividends of the several
series. For these purposes, accrued and unpaid dividends do not include unpaid
dividend periods on noncumulative preferred stock. No interest will be payable
in respect of any dividend payment that may be in arrears.
Except as provided in the immediately preceding paragraph, unless we
declare, and pay or set aside for payment, full cumulative dividends, including
for the then current period, on any cumulative applicable series, we may not
declare, or pay or set aside for payment, any dividends or other distributions
upon common stock or any other capital stock ranking junior to or on a parity
with the applicable series as to dividends or upon liquidation. The foregoing
restriction does not apply to dividends or other distributions paid in common
stock or other capital stock ranking junior to the applicable series as to
dividends and upon liquidation.
If the applicable series is noncumulative, we need only declare, and pay or
set aside for payment, the dividend for the then current period, before
declaring dividends or distributions on common stock or junior or parity
securities. In addition, under the circumstances that we could not declare a
dividend, we may not redeem, purchase or otherwise acquire for any consideration
any common stock or other parity or junior capital stock, except upon conversion
into or exchange for common stock or other junior capital stock. We may,
however, make purchases and redemptions otherwise prohibited pursuant to certain
redemptions or pro rata offers to purchase the outstanding shares of the
applicable series and any other parity series of preferred stock.
We will credit any dividend payment made on an applicable series first
against the earliest accrued but unpaid dividend due with respect to the series.
Redemption. We may have the right or may be required to redeem one or more
series of preferred stock, as a whole or in part, in each case upon the
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terms, if any, and at the times and at the redemption prices shown in the
applicable prospectus supplement. Pennsylvania law permits us to redeem any and
all classes of our shares and treat the redemption or repurchase like a dividend
by Iron Mountain to or for the benefit of our shareholders, subject to the same
limitations described above under the caption "--Dividends."
If a series of preferred stock is subject to mandatory redemption, we will
specify in the applicable prospectus supplement the number of shares we are
required to redeem, when those redemptions start, the redemption price, and any
other terms and conditions affecting the redemption. The redemption price will
include all accrued and unpaid dividends, except in the case of a noncumulative
preferred stock. The redemption price may be payable in cash or other property,
as specified in the applicable prospectus supplement. If the redemption price
for preferred stock of any series is payable only from the net proceeds of our
issuance of capital stock, the terms of the preferred stock may provide that, if
no capital stock shall have been issued or to the extent the net proceeds from
any issuance are insufficient to pay in full the aggregate redemption price then
due, the preferred stock shall automatically and mandatorily be converted into
shares of capital stock pursuant to conversion provisions specified in the
applicable prospectus supplement.
Liquidation Preference. The applicable prospectus supplement will show the
liquidation preference of the applicable series. Upon any voluntary or
involuntary liquidation, before any distribution may be made to the holders of
common stock or any other capital stock ranking junior in the distribution of
assets upon any liquidation to the applicable series, the holders of that series
will be entitled to receive, out of assets of ours legally available for
distribution to shareholders, liquidating distributions in the amount of the
liquidation preference, plus an amount equal to all dividends accrued and
unpaid. In the case of a noncumulative applicable series, accrued and unpaid
dividends include only the then current dividend period. After payment of the
full amount of the liquidating distributions to which they are entitled, the
holders of preferred stock will have no right or claim to any of our remaining
assets. If liquidating distributions shall have been made in full to all holders
of preferred stock, our remaining assets will be distributed among the holders
of any other capital stock ranking junior to the preferred stock upon
liquidation, according to their rights and preferences and in each case
according to their number of shares.
If, upon any voluntary or involuntary liquidation, our available assets are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of an applicable series and the corresponding amounts payable
on all shares of other capital stock ranking on a parity in the distribution of
assets with that series, then the holders of that series and all other equally
ranking capital stock shall share ratably in the distribution in proportion to
the full liquidating distributions to which they would otherwise be entitled.
For these purposes, our consolidation or merger with or into any other
corporation or other entity, or the sale, lease or conveyance of all or
substantially all of our property or business, will not be deemed to constitute
our liquidation.
Voting Rights. Holders of the preferred stock will not have any voting
rights, except as otherwise from time to time required by law or as indicated in
the applicable prospectus supplement.
As more fully described under "Description of Depositary Shares," if we
elect to issue Depositary Shares, each representing a fraction of a share of a
series, each holder will, in effect, be entitled to the fraction of a vote per
Depositary Share.
Conversion Rights. We will show in the applicable prospectus supplement the
terms and conditions, if any, upon which you may, or we may require you to,
convert shares of any series of preferred stock into common stock or any other
class or series of capital stock. The terms will include the number of shares of
common stock or other securities into which the shares are convertible, the
conversion price, or the manner of determining it, the conversion period,
provisions as to whether conversion will be at the option of the holders of the
series or at our option, the events requiring an adjustment of the conversion
price, and provisions affecting conversion upon the redemption of shares of the
series.
Our Exchange Rights. We will show in the applicable prospectus supplement
the terms and conditions, if any, upon which we can require you to exchange
shares of any series of preferred stock for debt securities. If an exchange is
required, you will receive debt securities with a principal amount equal to the
liquidation preference of the applicable series of preferred stock. The other
terms and provisions of
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the debt securities will not be materially less favorable to you than those of
the series of preferred stock being exchanged.
Common Stock
Voting Rights. Holders of common stock are entitled to one vote per share
on each matter to be decided by the shareholders, subject to the rights of
holders of any series of preferred stock that may be outstanding from time to
time. This provision of our bylaws may only be modified by amendment adopted by
the shareholders. There are no cumulative voting rights in the election of
directors. Accordingly, the holders of a majority of common stock entitled to
vote in any election of directors may elect all of the directors standing for
election.
Dividend Rights and Limitations. Holders of common stock will be entitled
to receive ratably the dividends, if any, as the board of directors may declare
from time to time out of funds legally available for this purpose.
Dividends and other distributions on common stock are also subject to the
rights of holders of any series of preferred stock that may be outstanding from
time to time and to the restrictions in our credit agreement and indentures. See
"Certain Indebtedness."
Liquidation Rights. In the event of liquidation, dissolution or winding up
of our affairs, after payment or provision for payment of all of our debts and
obligations and any preferential distributions to holders of shares of preferred
stock, if any, the holders of the common stock will be entitled to share ratably
in our remaining assets available for distribution.
Miscellaneous. All outstanding shares of common stock are validly issued,
fully paid and nonassessable. Our board of directors has the power to issue
shares of authorized but unissued common stock without further shareholder
action. The issuance of these unissued shares could have the effect of diluting
the earnings per share and book value per share of currently outstanding shares
of common stock. The holders of common stock have no preemptive, subscription,
redemption or conversion rights.
Reference is made to the applicable prospectus supplement relating to the
common stock offered by that prospectus supplement for specific terms,
including:
o amount and number of shares offered;
o the initial offering price, if any, and market price; and
o information with respect to dividends.
Transfer Agent and Registrar. The transfer agent and registrar for our
common stock is FleetNational Bank, 150 Royall Street, Canton, Massachusetts
02021. Its telephone number is (781) 575-2000.
DESCRIPTION OF DEPOSITARY SHARES
General
The description shown below, and in any applicable prospectus supplement of
certain provisions of any deposit agreement and of the depositary shares and
depositary receipts representing depositary shares, does not purport to be
complete and is subject to and qualified in its entirety by reference to the
forms of deposit agreement and depositary receipts relating to each applicable
series of preferred stock. The deposit agreement and the depositary receipts
contain the full legal text of the matters described in this section. We will
file a copy of those documents with the SEC at or before the time of the
offering of the applicable series of preferred stock. This summary also is
subject to and qualified by reference to the description of the particular terms
of your series of depositary shares described in the applicable prospectus
supplement.
We may, at our option, elect to offer fractional interests in shares of
preferred stock, rather than shares of preferred stock. If we exercise this
option, we will appoint a depositary to issue depositary receipts representing
those fractional interests. Preferred stock of each series represented by
depositary shares will be deposited under a separate deposit agreement between
us and the depositary. The prospectus supplement relating to a series of
depositary shares will show the name and address of the depositary. Subject to
the terms of the applicable deposit agreement, each owner of depositary shares
will be entitled to all of the dividend, voting, conversion, redemption,
liquidation and other rights and preferences of the preferred stock represented
by those depositary shares.
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The depositary shares will be evidenced by depositary receipts issued
pursuant to the applicable deposit agreement. Upon surrender of depositary
receipts at the office of the depositary, and upon payment of the charges
provided in and subject to the terms of the deposit agreement, a holder of
depositary shares will be entitled to receive the shares of preferred stock
underlying the surrendered depositary receipts.
Dividends and Other Distributions
A depositary will be required to distribute all cash dividends or other
cash distributions received in respect of the applicable preferred stock to the
record holders of depositary receipts evidencing the related depositary shares
in proportion to the number of depositary receipts owned by the holders.
Fractions will be rounded down to the nearest whole cent.
If the distribution is other than in cash, a depositary will be required to
distribute property received by it to the record holders of depositary receipts
entitled thereto, unless the depositary determines that it is not feasible to
make the distribution. In that case, the depositary may, with our approval, sell
the property and distribute the net proceeds from the sale to the holders.
No distributions will be made on any depositary shares that represent
preferred stock converted or exchanged. The deposit agreement will also contain
provisions relating to the manner in which any subscription or similar rights
offered by us to holders of the preferred stock will be made available to
holders of depositary shares. All distributions are subject to obligations of
holders to file proofs, certificates and other information and to pay certain
charges and expenses to the depositary.
Withdrawal of Preferred Stock
You may receive the number of whole shares of your series of preferred
stock and any money or other property represented by those depositary receipts
after surrendering the depositary receipts at the corporate trust office of the
depositary. Partial shares of preferred stock will not be issued. If the
depositary shares that you surrender exceed the number of depositary shares that
represent the number of whole shares of preferred stock you wish to withdraw,
the depositary will deliver to you at the same time a new depositary receipt
evidencing the excess number of depositary shares. Once you have withdrawn your
preferred stock, you will not be entitled to re-deposit that preferred stock
under the deposit agreement in order to receive depositary shares. We do not
expect that there will be any public trading market for withdrawn shares of
preferred stock.
Redemption of Depositary Shares
If we redeem a series of the preferred stock underlying the depositary
shares, the depositary will redeem those shares from the redemption proceeds
received by it. The depositary will mail notice of redemption not less than 30
and not more than 60 days before the date fixed for redemption to the record
holders of the depositary receipts evidencing the depositary shares at their
addresses appearing in the depositary's books. The redemption price per
depositary share will be equal to the applicable fraction of the redemption
price per share payable with respect to the series of the preferred stock. The
redemption date for depositary shares will be the same as that of the preferred
stock. If we are redeeming less than all of the depositary shares, the
depositary will select the depositary shares for redemption by lot or pro rata
as the depositary may determine.
After the date fixed for redemption, the depositary shares called for
redemption will no longer be deemed outstanding. All rights of the holders of
the depositary shares and the related depositary receipts will cease at that
time, except the right to receive the money or other property to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other property is subject to surrender to the depositary of the depositary
receipts evidencing the redeemed depositary shares.
Voting of the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the
applicable preferred stock are entitled to vote, a depositary will be required
to mail the information contained in the notice of meeting to the record holders
of the applicable depositary receipts. Each record holder of depositary receipts
on the record date, which will be the same date as the record date for the
preferred stock, will be entitled to instruct the depositary as to the exercise
of the voting rights pertaining to the amount of preferred stock represented by
the holder's depositary shares. The depositary will try, as practical, to vote
the shares as you instruct. We will agree to take all reasonable action that the
depositary deems necessary in order to enable it to do so. If you do not
instruct the
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depositary how to vote your shares, the depositary will abstain from voting
those shares.
Liquidation Preference
Upon our liquidation, whether voluntary or involuntary, each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each share of preferred stock represented by the depositary shares, as
shown in the applicable prospectus supplement.
Conversion or Exchange of Preferred Stock
The depositary shares will not themselves be convertible into or
exchangeable for common stock, preferred stock or any of our other securities or
property. Nevertheless, if so specified in the applicable prospectus supplement,
the depositary receipts may be surrendered by holders to the applicable
depositary with written instructions to it to instruct us to cause conversion of
the preferred stock represented by the depositary shares. Similarly, if so
specified in the applicable prospectus supplement, we may require you to
surrender all of your depositary receipts to the applicable depositary upon our
requiring the exchange of the preferred stock represented by the depositary
shares into our debt securities. We will agree that, upon receipt of the
instruction and any amounts payable in connection with the conversion or
exchange, we will cause the conversion or exchange using the same procedures as
those provided for delivery of preferred stock to effect the conversion or
exchange. If you are converting only a part of the depositary shares, the
depositary will issue you a new depositary receipt for any unconverted
depositary shares.
Taxation
As owner of depositary shares, you will be treated for U.S. federal income
tax purposes as if you were an owner of the series of preferred stock
represented by the depositary shares. Therefore, you will be required to take
into account for U.S. federal income tax purposes income and deductions to which
you would be entitled if you were a holder of the underlying series of preferred
stock. In addition:
o no gain or loss will be recognized for U.S. federal income tax purposes
upon the withdrawal of preferred stock in exchange for depositary shares as
provided in the deposit agreement;
o the tax basis of each share of preferred stock issued to you as exchanging
owner of depositary shares will, upon exchange, be the same as the
aggregate tax basis of the depositary shares exchanged for the preferred
stock; and
o if you held the depositary shares as a capital asset at the time of the
exchange for preferred stock, the holding period for shares of the
preferred stock will include the period during which you owned the
depositary shares.
Amendment and Termination of a Deposit Agreement
We and the applicable depositary are permitted to amend the provisions of
the depositary receipts and the deposit agreement. However, the holders of at
least a majority of the applicable depositary shares then outstanding must
approve any amendment that adds or increases fees or charges or prejudices an
important right of holders. Every holder of an outstanding depositary receipt at
the time any amendment becomes effective, by continuing to hold the receipt,
will be bound by the applicable deposit agreement as amended.
Any deposit agreement may be terminated by us upon not less than 30 days'
prior written notice to the applicable depositary if a majority of each series
of preferred stock affected by the termination consents to the termination. When
that occurs, the depositary will be required to deliver or make available to
each holder of depositary receipts, upon surrender of the depositary receipts
held by the holder, the number of whole or fractional shares of preferred stock
as are represented by the depositary shares evidenced by the depositary
receipts, together with any other property held by the depositary with respect
to the depositary receipts. In addition, a deposit agreement will automatically
terminate if:
o all depositary shares outstanding under it shall have been redeemed;
o there shall have been a final distribution in respect of the related
preferred stock in connection with our liquidation and the distribution
shall have been made to the holders of depositary receipts evidencing the
depositary shares underlying the preferred stock; or
o each of the shares of related preferred stock shall have been converted or
exchanged into securities not represented by depositary shares.
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Charges of a Depositary
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of a deposit agreement. In addition, we will pay the
fees and expenses of a depositary in connection with the initial deposit of the
preferred stock and any redemption of preferred stock. However, holders of
depositary receipts will pay any transfer or other governmental charges and the
fees and expenses of a depositary for any duties the holders request to be
performed that are outside of those expressly provided for in the applicable
deposit agreement.
Resignation and Removal of Depositary
A depositary may resign at any time by delivering to us notice of its
election to do so. In addition, we may at any time remove a depositary. Any
resignation or removal will take effect when we appoint a successor depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal. A depositary must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.
Miscellaneous
A depositary will be required to forward to holders of depositary receipts
any reports and communications from us that are received by it with respect to
the related preferred stock.
Neither a depositary nor we will be liable if it is prevented from or
delayed in performing its obligations under a deposit agreement by law or any
circumstances beyond its control. Our obligations and those of the depositary
under a deposit agreement will be limited to performing their duties in good
faith and without gross negligence or willful misconduct. Neither we nor any
depositary will be obligated to prosecute or defend any legal proceeding in
respect of any depositary receipts, depositary shares or related preferred stock
unless satisfactory indemnity is furnished. We and each depositary will be
permitted to rely on written advice of counsel or accountants, on information
provided by persons presenting preferred stock for deposit, by holders of
depositary receipts, or by other persons believed in good faith to be competent
to give the information, and on documents believed in good faith to be genuine
and signed by a proper party.
If a depositary receives conflicting claims, requests or instructions from
any holders of depositary receipts, on the one hand, and us, on the other hand,
the depositary shall be entitled to act on the claims, requests or instructions
received from us.
DESCRIPTION OF WARRANTS
We may issue, together with any other securities being offered or
separately, warrants entitling the holder to purchase from or sell to us, or to
receive from us the cash value of the right to purchase or sell, debt
securities, preferred stock, depositary shares or common stock. We and a warrant
agent will enter a warrant agreement pursuant to which the warrants will be
issued. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or relationship of agency or trust
for or with any holders or beneficial owners of warrants. We will file a copy of
the warrants and the warrant agreement with the SEC at or before the time of the
offering of the applicable series of warrants.
In the case of each series of warrants, the applicable prospectus
supplement will describe the terms of the warrants being offered thereby. These
include the following, if applicable:
o the offering price;
o the number of warrants offered;
o the securities underlying the warrants;
o the exercise price, the procedures for exercise of the warrants and the
circumstances, if any, that will deem the warrants to be automatically
exercised;
o the date on which the warrants will expire;
o federal income tax consequences;
o the rights, if any, we have to redeem the warrant;
o the name of the warrant agent; and
o the other terms of the warrants.
Warrants may be exercised at the appropriate office of the warrant agent or
any other office indicated in the applicable prospectus supplement. Before the
exercise of warrants, holders will not have
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any of the rights of holders of the securities purchasable upon exercise and
will not be entitled to payments made to holders of those securities.
The warrant agreements may be amended or supplemented without the consent
of the holders of the warrants to which it applies to effect changes that are
not inconsistent with the provisions of the warrants and that do not adversely
affect the interests of the holders of the warrants. However, any amendment that
materially and adversely alters the rights of the holders of warrants will not
be effective unless the holders of at least a majority of the applicable
warrants then outstanding approve the amendment. Every holder of an outstanding
warrant at the time any amendment becomes effective, by continuing to hold the
warrant, will be bound by the applicable warrant agreement as amended. The
prospectus supplement applicable to a particular series of warrants may provide
that certain provisions of the warrants, including the securities for which they
may be exercisable, the exercise price, and the expiration date, may not be
altered without the consent of the holder of each warrant.
DESCRIPTION OF CERTAIN PROVISIONS OF PENNSYLVANIA LAW AND OUR ARTICLES OF
INCORPORATION AND BYLAWS
Pennsylvania law, our articles of incorporation and our bylaws contain some
provisions that could delay or make more difficult the acquisition of Iron
Mountain by means of a tender offer, a proxy contest or otherwise. These
provisions, as described below, are expected to discourage certain types of
coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control of Iron Mountain first to negotiate with us.
We believe that the benefits of increased protection of our ability to negotiate
with the proponent of an unfriendly or unsolicited proposal to acquire or
restructure Iron Mountain outweigh the disadvantages of discouraging such
proposals because, among other things, negotiations with respect to such
proposals could result in an improvement of their terms.
Pennsylvania Anti-Takeover Statutory Provisions
We are subject to the anti-takeover provisions of Section 2538 and Sections
2551-2556 of the Pennsylvania Business Corporation Law of 1988, as amended (the
"PBCL"), which in certain cases impose restrictions on, including providing for
supermajority shareholder approval of, business combinations involving Iron
Mountain and any "interested shareholder." "Interested shareholder" includes
generally, in the case of Section 2538, shareholders who are a party to the
business combination or who are treated differently from other shareholders,
and, in the case of Sections 2551-2556, shareholders beneficially owning 20% or
more of the voting power of a "registered" corporation, such as Iron Mountain,
or an affiliate or associate of such corporation which, during the prior five
year period, beneficially owned 20% or more of the voting power of such
corporation. The term "business combination" is broadly defined to include
various transactions including mergers, consolidations, asset sales and other
similar transactions. The PBCL provides for further statutory anti-takeover
provisions relating to control transactions, control-share acquisitions and
disgorgement, respectively. We have specifically opted out of these provisions
pursuant to our articles of incorporation.
The PBCL also provides that the directors of a corporation, making
decisions concerning takeovers or any other matters, may consider, to the extent
that they deem appropriate, among other things, (1) the effects of any proposed
transaction upon any or all groups affected by the transaction, including, among
others, shareholders, employees, suppliers, customers, creditors and communities
in which we have offices, (2) the short-term and long-term interests of the
corporation and (3) the resources, intent and conduct of the person seeking
control.
Classified Board of Directors.
Our bylaws provide that, other than directors to be elected by holders of
any series of preferred stock, our board of directors is to be composed of three
classes, with staggered three-year terms, each class to be as nearly equal in
number as reasonably possible. Accordingly, at each annual meeting of
shareholders, only approximately one-third of the directors will be elected. The
classification of directors has the effect of making it more difficult to change
the composition of the board of directors.
Our bylaws provide that a vacancy on the board of directors, including a
vacancy created by an increase in the size of the board of directors by the
directors, may be filled by a majority of the remaining directors, or by a sole
remaining director, or by the shareholders, and each person so elected shall be
a director to serve for the balance of the unexpired term of that class of
directors. These provisions are to ensure that a third party would be precluded
from removing incumbent directors and
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simultaneously gaining control of the board of directors by filling the
vacancies with its own nominees.
Certain other provisions of our articles of incorporation and bylaws could
also have the effect of preventing or delaying any change in control of Iron
Mountain, including:
o the advance notification procedures imposed on shareholders for shareholder
nominations of candidates for the board of directors and for other
shareholder business to be conducted at annual or special meetings;
o the absence of authority for shareholders to call special shareholder
meetings, except in certain limited circumstances mandated by the PBCL; and
o the absence of authority for shareholder action by unanimous or partial
written consent in lieu of an annual or special meeting.
These provisions, the classified board of directors and statutory
anti-takeover provisions, could make it more difficult for a third party to
acquire, or discourage a third party from seeking to acquire, control of Iron
Mountain.
Limitation of Directors' Liability
As permitted by the PBCL, the bylaws provide that a director shall not be
personally liable for monetary damages for any action taken, or any failure to
take any action, unless the director breaches or fails to perform the duties of
his office under the PBCL, and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. These provisions of the
bylaws, however, do not apply to the responsibility or liability of a director
pursuant to any criminal statute, or to the liability of a director for the
payment of our taxes pursuant to local, Pennsylvania or federal law. These
provisions offer persons who serve on the board of directors protection against
awards of monetary damages for negligence in the performance of their duties.
Indemnification of Directors and Officers
The bylaws also provide that our directors or officers made a party to, or
threatened to be made a party to, or otherwise involved in, any proceeding,
because he or she is or was a representative of us or is or was serving as a
representative of another corporation or any partnership, joint venture, trust,
employee benefit plan, or other enterprise, on our behalf, shall be indemnified
and held harmless by us to the fullest extent permitted by Pennsylvania law
against all expenses, liabilities and losses reasonably incurred by or imposed
upon him or her, in connection with any threatened, pending or completed action,
suit or proceeding. Indemnification is not available, however, if a court
determines that the act or failure to act giving rise to the claim constitutes
willful misconduct or recklessness.
Pursuant to our bylaws, amending the provisions to reduce the limitation of
director's liability or limit the right to indemnification requires unanimous
vote of the directors or a majority vote of the shareholders.
PLAN OF DISTRIBUTION
We may sell the offered securities to one or more underwriters for public
offering and sale by them. We may also sell the offered securities to investors
directly or through agents. We will name any underwriter or agent involved in
the offer and sale of the offered securities in the applicable prospectus
supplement.
The distribution of offered securities may be effected from time to time in
one or more transactions at a fixed price or varying prices, at market prices
prevailing at the time of sale, at prices related to the market prices, or at
negotiated prices. In connection with the sale of offered securities,
underwriters or agents may receive or be deemed to have received compensation
from us or from purchasers in the form of underwriting discounts, concessions or
commissions. Underwriters may sell offered securities to or through dealers, and
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or from purchasers.
We will show any underwriting compensation paid by us to underwriters or
agents in connection with the offering of offered securities, and any discounts,
concessions or commissions allowed by underwriters to participating dealers, in
the applicable prospectus supplement. Underwriters, dealers and agents
participating in the distribution of the offered securities may be deemed to be
underwriters. Any discounts, concessions and commissions received by them and
any profit realized by them on resale of the offered securities may be deemed to
be underwriting
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discounts and commissions, under the Securities Act of 1933, as amended.
Underwriters, dealers and agents may be entitled, under agreements entered into
with us, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act of 1933, as amended.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain
institutions to purchase offered securities from us at the public offering price
shown in the applicable prospectus supplement pursuant to contracts providing
for payment and delivery on a future date or dates. Institutions with whom
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions,
and other institutions. We are required to approve any such contracts and the
institutions that may become parties to them. Any such contracts will be subject
to the condition that the purchase by an institution of the offered securities
will not, at the time of delivery, be prohibited under the law of any
jurisdiction in the United States to which the institution is subject. If a
portion of the offered securities is being sold to underwriters, the contract
may also be subject to the condition that we will have sold to the underwriters
the offered securities not sold for delayed delivery. The underwriters and the
other persons will not have any responsibility in respect of the validity or
performance of the contracts.
We may sell our common stock directly to investors through a direct stock
purchase plan or stock investment plan that we may establish in the future,
rather than through an underwriter, agent or dealer. There would be no brokerage
commissions or service charges allocated to plan participants in connection with
their purchases of newly issued or treasury shares of common stock through the
plan. We would pay any and all brokerage commissions and related expenses
incurred in connection with purchases of our common stock under the plan. Upon
withdrawal by a participant from the plan by the sale of shares of our common
stock held under the plan, the participant would receive the proceeds of that
sale less a nominal brokerage commission and any required tax withholdings or
transfer taxes.
Persons who acquire shares of common stock through the plan and resell them
shortly after acquiring them, including coverage of short positions, under
certain circumstances, could be participating in a distribution of securities
that would require compliance with Regulation M under the Securities Exchange
Act of 1934, as amended, and could be considered to be underwriters within the
meaning of the Securities Act of 1933, as amended. We would not extend to any
such person any rights or privileges other than those to which it would be
entitled as a participant, nor would we enter into any agreement with any such
person regarding the resale or distribution by any such person of the shares of
our common stock so purchased. We have not made and will not make any
arrangements or understandings with any person relating to the sale of shares of
our common stock to be received under such a plan.
Unless otherwise specified in the related prospectus supplement, each
series of offered securities, other than shares of common stock, will be a new
issue with no established trading market. Any shares of common stock sold
pursuant to a prospectus supplement will be listed on the New York Stock
Exchange, subject to official notice of issuance. We may elect to list any other
series or class of offered securities on an exchange or on the Nasdaq National
Market, but are not obligated to do so. Any underwriters to whom offered
securities are sold by us for public offering and sale may make a market in
those offered securities. Underwriters will not be obligated to make any market,
however, and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of or the trading markets for any
offered securities.
Certain of the underwriters and their affiliates may engage in transactions
with and perform services for us in the ordinary course of business for which
they receive compensation.
The specific terms and manner of sale of the offered securities will be
shown or summarized in the applicable prospectus supplement.
VALIDITY OF THE OFFERED SECURITIES
Sullivan & Worcester LLP, Boston, Massachusetts, will pass upon the
validity of the offered securities for us. Jas. Murray Howe is of counsel to
Sullivan & Worcester LLP and beneficially owns 20,000 shares of common stock.
EXPERTS
The consolidated financial statements of Iron Mountain Incorporated, a
Delaware corporation (referred to below as "Old Iron Mountain"), and its
-24-
subsidiaries for the three years ended December 31, 1999, and its supplemental
schedule, Valuation and Qualifying Accounts, included in Iron Mountain
Incorporated's, a Pennsylvania corporation (f/k/a Pierce Leahy Corp.), Annual
Report on Form 10-K for the year ended December 31, 1999, dated March 30, 2000,
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of said firm as experts in
giving said reports.
The consolidated financial statements of Iron Mountain Incorporated, a
Pennsylvania corporation (f/k/a Pierce Leahy Corp.), and its subsidiaries for
the three years ended December 31, 1999, and its supplemental schedule,
Valuation and Qualifying Accounts, included in its Annual Report on Form 10-K
for the year ended December 31, 1999, dated March 30, 2000, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said reports.
The financial statements of Iron Mountain Europe Limited (f/k/a Britannia
Data Management Limited) for the ten months ended October 31, 1999, included in
Iron Mountain Incorporated's Annual Report on Form 10-K for the year ended
December 31, 1999, dated March 30, 2000, have been audited by RSM Robson Rhodes,
chartered accountants, as indicated in their report with respect thereto, and
are incorporated by reference herein in reliance upon the authority of said firm
as experts in giving said report.
The financial statements of Data Base, Inc. and Affiliate for the three
years ended December 31, 1998, included in Old Iron Mountain's Current Report on
Form 8-K dated April 16, 1999, have been audited by Moss Adams LLP, independent
public accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
The financial statements of First American Records Management Inc. for the
two years ended December 31, 1998, included in Old Iron Mountain's Current
Report on Form 8-K dated July 9, 1999, have been audited by Brach, Neal, Daney &
Spence, LLP, independent public accountants as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
The consolidated financial statements of MAP, S.A. for the year ended
February 28, 1999, included in Old Iron Mountain's Current Report on Form 8-K
dated July 9, 1999, have been audited by Barbier Frinault & Associes,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.
The financial statements of Central File, Inc. for the year ended December
31, 1998, included in Old Iron Mountain's Current Report on Form 8-K dated
November 24, 1999, have been audited by Fernandez & Bravo, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
The combined audited financial statements of Sistemas de Archivo, S.A. de
C.V. and Sistemas de Archivo Mexico, S.A. de C.V. (collectively Sistemas de
Archivo) for the year ended December 31, 1998, included in Old Iron Mountain's
Current Report on Form 8-K dated November 24, 1999, have been audited by Arthur
Andersen, independent public accountants, as indicated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
The financial statements of Stortext (Holdings) Limited Group for the year
ended March 31, 1999, included in Old Iron Mountain's Current Report on Form 8-K
dated November 24, 1999 have been audited by Arthur Andersen, independent public
accountants, as indicated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
The financial statements of Midtown Professional Records Centre, Inc. for
the year ended December 31, 1998, included in Old Iron Mountain's Current Report
on Form 8-K dated November 24, 1999, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.
-25-
The financial statements of Data Storage Center, Inc. as of December 31,
1998 and 1999, and for the years then ended, included in Iron Mountain
Incorporated's Current Report on Form 8-K dated May 15, 2000, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information on file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You can request copies of those documents upon
payment of a duplicating fee to the SEC. You may also review a copy of the
registration statement at the SEC's regional offices in Chicago, Illinois and
New York, New York. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. You can review our
SEC filings and the registration statement by accessing the SEC's Internet site
at http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus. Statements in this prospectus
regarding the contents of any contract or other document may not be complete.
You should refer to the copy of the contract or other document filed as an
exhibit to the registration statement. Later information filed with the SEC will
update and supersede information we have included or incorporated by reference
in this prospectus.
We incorporate by reference the documents listed below and any filings made
after the date of the original filing of the registration statement of which
this prospectus is a part made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until our offering is completed or
terminated:
The following documents filed by us under File No. 1-13045 under the name
"Pierce Leahy Corp." through February 1, 2000 and "Iron Mountain Incorporated,"
a Pennsylvania corporation, after February 1, 2000:
o Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
o Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
September 30, 2000.
o Current Reports on Form 8-K filed February 1, 2000, May 4, 2000, May 15,
2000, August 15, 2000 and November 14, 2000.
o The description of the common stock contained in the Registration Statement
on Form 8-A dated May 27, 1997, including all amendments and reports filed
for the purpose of updating such description.
The financial information contained in Current Reports on Form 8-K filed by
Old Iron Mountain under File No. 0-27584 for documents filed through July 31,
1999 and File No. 1-14937 for all documents filed thereafter under the name
"Iron Mountain Incorporated," a Delaware corporation, on March 22, 1999, April
16, 1999, July 9, 1999 and November 24, 1999.
We will provide you with a copy of the information we have incorporated by
reference, excluding exhibits other than those to which we specifically refer.
You may obtain this information at no cost by writing or telephoning us at: 745
Atlantic Avenue, Boston, Massachusetts 02111, (617) 535-4766, Attention:
Investor Relations.
-26-
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Set forth below is an estimate (except in the case of the registration fee)
of the amount of fees and expenses to be incurred in connection with the
issuance and distribution of the offered shares registered hereby, other than
underwriting discounts and commission, if any, incurred in connection with the
sale of the offered shares. All such amounts will be borne by Iron Mountain
Incorporated ("Iron Mountain" or the "Company").
Registration Fee Under Securities Act................. $125,000
Blue Sky Fees and Expenses............................ 10,000
Legal Fees and Expenses............................... 300,000
Accounting Fees and Expenses.......................... 300,000
Printing and Engraving................................ 100,000
Rating Agencies Fees.................................. 100,000
Miscellaneous Fees and Expenses....................... 100,000
----------
Total:........................................... $1,035,000
==========
Item 15. Indemnification of Directors and Officers
Subchapter D (Sections 1741 through 1750) of Chapter 17 of the Pennsylvania
Business Corporation Law of 1988, as amended (the "PBCL"), contains provisions
for mandatory and discretionary indemnification of a corporation's directors,
officers, employees and agents (collectively "Representatives") and related
matters.
Under Section 1741, subject to certain limitations, a corporation has the
power to indemnify directors, officers and other Representatives under certain
prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, to which any of them
is a party or threatened to be made party by reason of his being a
Representative of the corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order or settlement or conviction upon a plea of nolo contendere shall not
itself create a presumption that the Representative did not act in good faith
and in a manner he reasonably believes to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal proceeding, has
reasonable cause to believe that his conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative and
corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
Section 1743 provides that indemnification against expenses actually and
reasonably incurred is mandatory to the extent that a Representative has been
successful on the merits or otherwise in defense of any such action or
proceeding referred to in Section 1741 or 1742.
Section 1744 provides that unless ordered by a court, any indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination that indemnification of a Representative is
proper because the Representative met the applicable standard of conduct, and
such determination will be made by the board of directors by a majority vote of
a quorum of directors not parties to the action or proceeding; if a quorum is
not obtainable or is obtainable and majority of disinterested directors so
directs, by independent legal counsel in a written opinion; or by the
shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the corporation in advance of the final disposition of
II-1
such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
Section 1746 provides generally that, except in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by him
in his capacity as a Representative, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of Chapter
17 of the PBCL.
Section 1748 and 1749 apply the indemnification and advancement of expenses
provisions contained in Subchapter D of Chapter 17 of the PBCL to successor
corporations resulting from consolidation, merger or division and to service as
a representative of a corporation with respect to an employee benefit plan.
Section 7.2 of the Company's bylaws provides indemnification to directors
and officers for all actions taken by them and for all failures to take action
to the fullest extent permitted by Pennsylvania law against all expense,
liability and loss reasonably incurred or suffered by them in connection with
any threatened, pending or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of the
Company), whether civil, criminal, administrative, investigative or through
arbitration. Section 7.2 also permits the Company, by action of its board of
directors, to indemnify officers, employees and other persons to the same extent
as directors. Amendments, repeals or modifications of Section 7.2 can only be
prospective and such changes require the unanimous vote of all of the directors
then serving or the affirmative vote of the holders of a majority of the
outstanding shares of stock of the Company entitled to vote in elections of
directors. Section 7.2 further permits the Company to maintain insurance, at its
expense, for the benefit of any person on behalf of whom insurance is permitted
to be purchased by Pennsylvania law against any such expenses, liability or
loss, whether or not the Company would have the power to indemnify such person
against such expense, liability or loss under Pennsylvania or other law.
Pursuant to a certain employment agreement, dated February 1, 2000, between
Iron Mountain (f/k/a Pierce Leahy Corp.) and J. Peter Pierce, a director of Iron
Mountain, Mr. Pierce received specific indemnification rights. In addition to
those rights he holds generally as a director pursuant to our bylaws, Mr. Pierce
is entitled (i) to obtain an advance of all costs and expenses incurred in
connection with any proceeding giving rise to a potential indemnification claim
within twenty (20) days of receipt by Iron Mountain of a request for such
amounts. and (ii) to indemnification if in fact he meets the applicable standard
of conduct, without regard to any determination by Iron Mountain (whether
through the board, the shareholders, independent legal counsel or other party)
regarding such conduct. Mr. Pierce's written consent, which may not be
unreasonably withheld, is required before Iron Mountain may settle any
proceeding or claim which would impose any penalty or limitation on Mr. Pierce.
Reference is made to the Underwriting Agreements (Exhibits 1.1 through 1.5
hereto), which may contain certain provisions for indemnification by the
underwriters of the Company, directors, officers and controlling persons under
certain circumstances.
Item 16. Exhibits
Certain exhibits indicated below are incorporated by reference to documents
of Iron Mountain on file with the Securities and Exchange Commission (the
"Commission"). Exhibit numbers in parentheses refer to the exhibit numbers in
the applicable filing.
Exhibit No. Item Exhibit
----------- ---- -------
1.1 Form of Underwriting Agreement (for Debt Securities). *
1.2 Form of Underwriting Agreement (for Preferred Stock). *
II-2
1.3 Form of Underwriting Agreement (for Depositary Shares). *
1.4 Form of Underwriting Agreement (for Common Stock). *
1.5 Form of Underwriting Agreement (for Warrants). *
2.1 Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron (2.1)3
Mountain Records Management, Inc. ("IMRM"), Data Storage Center, Inc., DSC of
Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van Lines, Inc.
2.2 Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by and (2.1)7
among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
11/8/79.
2.3 Agreement and Plan of Merger, dated as of October 20, 1999, by and between Old (2.1)5
Iron Mountain and Pierce Leahy.
2.4 Stock Purchase Agreement, dated as of April 1, 1999, by and among IMRM, First (2.2)2
American Records Management, Inc. and all of the stockholders of First American
Records Management, Inc. (confidential treatment granted as to certain portions).
2.5 Stock Purchase Agreement, dated as of February 28, 1999, by and among Old Iron (2.10)1
Mountain, Data Base, Inc. ("Data Base") and all of the stockholders of Data
Base. (confidential treatment granted as to certain portions).
2.6 First Amendment to Stock Purchase Agreement, dated as of April 8, 1999, by and (10.1)2
among Old Iron Mountain, Data Base and all of the stockholders of Data Base.
2.7 Share Purchase Agreement, dated February 26, 1999, among Charles Greaves (10.14)4
Stuart-Menteth and Others, Pierce Leahy Europe Limited and Eagle Trustees
Limited, as the Sole Trustee of the Stuart-Menteth Family Trust.
4.1 Form of Senior Indenture. *
4.2 Form of Subordinated Indenture. *
4.3 Form of stock certificate representing shares of Common Stock, $.01 par value (4.1)6
per share, of the Company.
4.4 Form of Senior Debt Security. *
4.5 Form of Subordinated Debt Security. *
4.6 Form of Certificate of Designation for the Preferred Stock. *
4.7 Form of Deposit Agreement, including form of Depositary Receipt for *
Depositary Shares.
4.8 Form of Preferred Stock Certificate. *
4.9 Form of Debt Warrant Agreement, including form of Debt Warrant. *
4.10 Form of Preferred Stock Warrant Agreement, including form of Preferred Stock *
Warrant.
4.11 Form of Common Stock Warrant Agreement, including form of Common Stock *
Warrant.
II-3
5.1 Opinion of Sullivan & Worcester LLP. Filed herewith as
Exhibit 5.1
5.2 Opinion of Ballard Spahr Andrews & Ingersoll. Filed herewith as
Exhibit 5.2
8 Opinion of Sullivan & Worcester LLP regarding tax matters. *
12 Statement Regarding Computation of Ratios of Earnings to Fixed Charges. Filed herewith as
Exhibit 12
23.1 Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Delaware). Filed herewith as
Exhibit 23.1
23.2 Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania). Filed herewith as
Exhibit 23.2
23.3 Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia Filed herewith as
Data Management Limited)). Exhibit 23.3
23.4 Consent of Moss Adams LLP (Data Base, Inc. and Affiliate). Filed herewith as
Exhibit 23.4
23.5 Consent of Brach, Neal, Daney & Spence, LLP (First American Records Filed herewith as
Management Inc.). Exhibit 23.5
23.6 Consent of Barbier, Frinault & Associes (MAP, S.A.). Filed herewith as
Exhibit 23.6
23.7 Consent of Fernandez & Bravo (Central File, Inc.). Filed herewith as
Exhibit 23.7
23.8 Consent of Arthur Andersen (Sistemas de Archivo, S.A. de C.V. and Sistemas de Filed herewith as
Archivo Mexico, S.A. de C.V.). Exhibit 23.8
23.9 Consent of Arthur Andersen (Stortext (Holdings) Limited Group). Filed herewith as
Exhibit 23.9
23.10 Consent of Arthur Andersen LLP (Midtown Professional Records Center, Inc.). Filed herewith as
Exhibit 23.10
23.11 Consent of Deloitte & Touche LLP (Data Storage Center, Inc.). Filed herewith as
Exhibit 23.11
24 Powers of Attorney Contained on Pages
II-7 and II-10
of the Registration
Statement
25 Statement of Eligibility of Trustee on Form T-1 *
- -------------
<FN>
* To be filed by amendment or incorporated by reference in connection with the offering of offered
securities, as appropriate.
1. Filed as an Exhibit to Old Iron Mountain's Annual Report on Form 10-K for the year ended December 31,
1998, filed with the Commission, File No. 0-27584.
2. Filed as an Exhibit to Old Iron Mountain's Current Report on Form 8-K dated April 16, 1999, filed with
the Commission, File No. 0-27584.
3. Filed as an Exhibit to Old Iron Mountain's Annual Report on Form 10-K for the year ended December 31,
1999, filed with the Commission, File No. 1-13045.
II-4
4. Filed as an Annex or Exhibit to Amendment No. 1 to Pierce Leahy's Registration Statement No. 333-91577,
filed with the Commission on December 13, 1999.
5. Filed as an Exhibit to Old Iron Mountain's Quarterly Report on Form 10-Q for the quarter ended September
30, 1999, filed with the Commission, File No. 1-14937.
6. Filed as an Exhibit to the Company's Current Report on Form 8-K dated February 1, 2000, filed with the
Commission, File No. 1-13045.
7. Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
filed with the Commission, File No. 1-13045.
</FN>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities
Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in the periodic reports filed with or
furnished to the Securities and Exchange Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby further undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange of 1934 (and where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 of this
registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
II-5
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in such Act and will be governed by the final adjudication of
such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Company pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective;
(2) For purposes of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of each Indenture Trustee to act
under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on January,
19, 2001.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
C. Richard Reese
Chairman of the Board of Directors,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated. The undersigned officers
and directors of the Company hereby severally constitute and appoint C. Richard
Reese and John F. Kenny, Jr., and each of them acting singly, our true and
lawful attorneys to sign for us and in our names in the capacities indicated
below any amendments to this Registration Statement on Form S-3 (including any
post-effective amendments hereto) and to file the same, with Exhibits thereto
and other documents in connection therewith, with the Commission, granting unto
each of said attorneys, acting singly, full power and authority to do and
perform each and every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming our signatures to said amendments to
this Registration Statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ C. Richard Reese Chairman, Chief Executive Officer, January, 19, 2001
C. Richard Reese President and Director
/s/ John F. Kenny, Jr. Executive Vice President, Chief January, 19, 2001
John F. Kenny, Jr. Financial Officer and Director
/s/ J. Peter Pierce Director January, 19, 2001
J. Peter Pierce
/s/ Clarke H. Bailey Director January, 19, 2001
Clarke H. Bailey
/s/ Constantin R. Boden Director January, 19, 2001
Constantin R. Boden
/s/ Kent P. Dauten Director January, 19, 2001
Kent P. Dauten
/s/ Eugene B. Doggett Director January, 19, 2001
Eugene B. Doggett
/s/ B. Thomas Golisano Director January, 19, 2001
B. Thomas Golisano
II-7
_____________________ Director January, 19, 2001
Arthur D. Little
/s/ Howard D. Ross Director January, 19, 2001
Howard D. Ross
/s/ Vincent J. Ryan Director January, 19, 2001
Vincent J. Ryan
/s/ Jean A. Bua Vice President and January, 19, 2001
Jean A. Bua Corporate Controller
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Arcus Data
Security, Inc, Arcus Data Security, LLC, COMAC, Inc., DSI Technology Escrow
Services, Inc., IM Billerica, Inc., Iron Mountain Consulting Services, LLC, Iron
Mountain Global, Inc., Iron Mountain Global, LLC, Iron Mountain of Maryland,
LLC, Iron Mountain/National Underground Storage, LLC, Iron Mountain Records
Management, Inc., Iron Mountain Records Management of Michigan, Inc. and Iron
Mountain Secure Destruction LLC, have each duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on January,
19, 2001.
CUS DATA SECURITY, INC.
MAC, INC.
I TECHNOLOGY ESCROW SERVICES, INC.
BILLERICA, INC.
ON MOUNTAIN GLOBAL, INC.
ON MOUNTAIN RECORDS MANAGEMENT, INC.
ON MOUNTAIN RECORDS MANAGEMENT OF
MICHIGAN, INC.
By: /s/ C. Richard Reese
Name: C. Richard Reese
Title: Sole Director
ARCUS DATA SECURITY, LLC
IRON MOUNTAIN CONSULTING SERVICES, LLC
IRON MOUNTAIN OF MARYLAND, LLC
IRON MOUNTAIN/NATIONAL UNDERGROUND
STORAGE, LLC
IRON MOUNTAIN SECURE DESTRUCTION LLC
By: Iron Mountain Records Management, Inc.
Its Manager
By: /s/ C. Richard Reese
Name: C. Richard Reese
Title: Sole Director
IRON MOUNTAIN GLOBAL, LLC
By: Iron Mountain Global, Inc.,
Its Manager
By /s/ C. Richard Reese
Name: C. Richard Reese
Title: Sole Director
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Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed below on January, 19, 2001 by the
following persons in the capacities and on the dates indicated; and each of the
undersigned officers or directors or managers of Arcus Data Security, Inc, Arcus
Data Security, LLC, COMAC, Inc., DSI Technology Escrow Services, Inc., IM
Billerica, Inc., Iron Mountain Consulting Services, LLC, Iron Mountain Global,
Inc., Iron Mountain Global, LLC, Iron Mountain of Maryland, LLC, Iron
Mountain/National Underground Storage, LLC, Iron Mountain Records Management,
Inc., Iron Mountain Records Management of Michigan, Inc. and Iron Mountain
Secure Destruction LLC, hereby severally constitutes and appoints C. Richard
Reese and John F. Kenny, Jr., and each of them, to sign for him, and in his name
in the capacity indicated below, such Registration Statement for the purpose of
registering such securities under the Securities Act, and any and all amendments
thereto, including without limitation any registration statement or
post-effective amendment thereof filed under and meeting the requirements of
Rule 462(b) under the Securities Act, hereby ratifying and confirming our
signatures as they may be signed by our attorneys to such Registration Statement
and any and all amendments thereto.
Signature Title Date
- --------- ----- ----
/s/ C. Richard Reese Chairman of the Board of Directors, January, 19, 2001
C. Richard Reese Chief Executive Officer and President
Executive Vice President, Chief
/s/ John F. Kenny, Jr. Financial Officer and Director January, 19, 2001
John F. Kenny, Jr.
/s/ Jean A. Bua Vice President and Corporate January, 19, 2001
Jean A. Bua Controller
Iron Mountain Records Management, Inc. Manager of Arcus Data Security, LLC, January, 19, 2001
Iron Mountain Consulting Services,
By: /s/ C. Richard Reese LLC, Iron Mountain of Maryland, LLC,
Name: C. Richard Reese Iron Mountain/National Underground
Title: Sole Director Storage, LLC and Iron Mountain
Secure Destruction LLC
Iron Mountain Global, Inc. Manager of Iron Mountain Global, LLC January 19, 2001
By: /s/ C. Richard Reese
Name: C. Richard Reese
Title: Sole Director
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