As filed with the Securities and Exchange Commission on August 29, 2001
Registration No. 333-54030
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IRON MOUNTAIN INCORPORATED
(Exact name of registration as specified in its charter)
Pennsylvania 23-2588479
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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 and Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
(Name, address, including zip code, 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 or at one time after the effective date of the Registration
Statement, as determined by the Registrants.
If the only securities being registered on this form are being offered
pursuant to distribution or interest reinvestment plans, please check the
following 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
distribution or interest reinvestment plans, check the following box. |X|
If the 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. |X|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
The Registrant and the Co-Registrants have filed this Amendment No. 1
to the Registration Statement to add PLRH, Inc., Mountain Real Estate Assets,
Inc. and Iron Mountain Business Trust No. 1 as Co-Registrants, and to remove
Iron Mountain of Maryland, LLC as a Co-Registrant.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
exhibit index
Certain exhibits indicated below are incorporated by reference to
documents of Iron Mountain Incorporated, a Pennsylvania corporation (the
"Company"), on file with the Securities and Exchange Commission (the
"Commission"). Exhibit numbers in parentheses refer to the exhibit numbers in
the applicable filing.
Exhibit Item Exhibit
------- ---- -------
No.
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1.1 Form of Underwriting Agreement (for Debt Securities). *
1.2 Form of Underwriting Agreement (for Preferred Stock). *
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). *
1.6 Underwriting Agreement, dated March 27, 2001, by and between the Company, (10)3
certain of the Company's subsidiaries, Bear Stearns & Co. Inc., William Blair &
Company, L.L.C., Fleet Securities, Inc., Goldman, Sachs & Co., JPMorgan, a
division of Chase Securities Inc., and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
2.1 Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron (2.1)4
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)8
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.
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2.3 Agreement and Plan of Merger, dated as of October 20, 1999, by and between Iron (2.1)6
Mountain Incorporated, a Delaware corporation ("Old 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)5
Stuart-Menteth and Others, Pierce Leahy Europe Limited and Eagle Trustees
Limited, as the Sole Trustees 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)7
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. *
4.12 Subordinated Indenture, dated as of April 3, 2001, among the Company, the (4.1)3
Guarantor signatories thereto, and The Bank of New York, as Trustee
4.13 First Supplemental Indenture, dated as of April 3, 2001, among the Company, the (4.2)3
Guarantor signatories thereto, and The Bank of New York, as Trustee
5.1 Opinion of Sullivan & Worcester LLP. (5.1)9
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5.2 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. (5.2)9
8 Opinion of Sullivan & Worcester LLP regarding tax matters. *
12 Statement Regarding Computation of Ratios of Earnings to Fixed Charges. (12)9
23.1 Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Delaware). (23.1)9
23.2 Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania). (23.2)9
23.3 Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Brittania (23.3)9
Data Management Limited )).
23.4 Consent of Moss Adams LLP (Data Base, Inc. and Affiliate). (23.4)9
23.5 Consent of Brach, Neal, Daney & Spence, LLP (First American Records Management (23.5)9
Inc.)
23.6 Consent of Barbier, Frinault & Associes (MAP, S.A.) (23.6)9
23.7 Consent of Fernandez & Bravo (Central File, Inc.) (23.7)9
23.8 Consent of Arthur Andersen (Sistemas de Archivo, S.A. de C.V. and Sistemas de (23.8)9
Archivo Mexico, S.A. de C.V.)
23.9 Consent of Arthur Andersen (Stortext (Holdings) Limited Group). (23.9)9
23.10 Consent of Arthur Andersen LLP (Midtown Professional Records Center, Inc.). (23.10)9
23.11 Consent of Deloitte & Touche LLP (Data Storage Center, Inc.) (23.11)9
24 Powers of Attorney (24)9
25 Statement of Eligibility of Trustee on Form T-1 *
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<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 the Company's Current Report on Form 8-K dated April 3, 2001.
4. 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.
5. 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.
6. 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.
7. 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.
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8. 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.
9. Filed as an Exhibit to the Company's Registration Statement No. 333-54030, filed with the Commission on
January 19, 2001.
</FN>
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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 August 29,
2001.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
C. Richard Reese
Chairman & Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to the Registration Statement on Form S-3 has been signed
below by the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ C. Richard Reese Chairman, Chief Executive Officer, August 29, 2001
C. Richard Reese President and Director
* Executive Vice President, Chief Financial August 29, 2001
John F. Kenny, Jr. Officer and Director
* Director August 29, 2001
J. Peter Pierce
* Director August 29, 2001
Clarke H. Bailey
* Director August 29, 2001
Constantin R. Boden
* Director August 29, 2001
Kent P. Dauten
* Director August 29, 2001
Eugene B. Doggett
* Director August 29, 2001
B. Thomas Golisano
* Director August 29, 2001
Arthur D. Little
* Director August 29, 2001
Howard D. Ross
* Director August 29, 2001
Vincent J. Ryan
/s/ Jean A. Bua Vice President and Corporate Controller August 29, 2001
Jean A. Bua
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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/National
Underground Storage, LLC, Iron Mountain Records Management, Inc., Iron Mountain
Records Management of Michigan, Inc., Iron Mountain Confidential Destruction
LLC, Mountain Real Estate Assets, Inc., PLRH, Inc., and Iron Mountain Business
Trust No. 1 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 August 29, 2001.
ARCUS DATA SECURITY, INC.
COMAC, INC.
DSI TECHNOLOGY ESCROW SERVICES, INC.
IM BILLERICA, INC.
IRON MOUNTAIN GLOBAL, INC.
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF
MICHIGAN, INC.
MOUNTAIN REAL ESTATE ASSETS, INC.
PLRH, INC.
By: /s/ C. Richard Reese
C. Richard Reese
Chairman & Chief Executive Officer
ARCUS DATA SECURITY, LLC
IRON MOUNTAIN CONSULTING SERVICES, LLC
IRON MOUNTAIN/NATIONAL UNDERGROUND
STORAGE, LLC
IRON MOUNTAIN CONFIDENTIAL DESTRUCTION LLC
By: /s/ C. Richard Reese
C. Richard Reese
Chairman & Chief Executive Officer
IRON MOUNTAIN GLOBAL, LLC
By: Iron Mountain Global, Inc.,
Its Manager
By: /s/ C. Richard Reese
C. Richard Reese
Chairman & Chief Executive Officer
IRON MOUNTAIN BUSINESS TRUST NO. 1
By: /s/ C. Richard Reese
C. Richard Reese
Chairman & Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-3 has been signed below on August , 2001 by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ C. Richard Reese Chairman of the Board of Directors, August 29, 2001
C. Richard Reese Chief Executive Officer and President
* Executive Vice President, Chief Financial August 29, 2001
John F. Kenny, Jr. Officer and Director
/s/ Jean A. Bua Vice President and Corporate Controller August 29, 2001
Jean A. Bua
Iron Mountain Records Management, Inc. Manager of Arcus Data Security, LLC, Iron August 29, 2001
Mountain Consulting Services, LLC, Iron
/s/ C. Richard Reese Mountain of Maryland, LLC, Iron
C. Richard Reese Mountain/National Underground Storage,
Chairman & Chief Executive LLC and Iron Mountain Confidential
Destruction LLC
Iron Mountain Global, Inc. Manager of Iron Mountain Global, August 29, 2001
LLC
/s/ C. Richard Reese
C. Richard Reese
Chairman & Chief Executive
* By: /s/ C. Richard Reese
attorney-in-fact pursuant to the power of attorney
previously provided as part of this Registration Statement.
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