SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2001
IRON MOUNTAIN INCORPORATED
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-13045 23-2588479
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State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
745 Atlantic Avenue
Boston, Massachusetts 02111
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(Address of principal executive offices, including zip code)
(617) 535-4766
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement (File No. 333-54030) on Form S-3,
filed on January 19, 2001 and Amendment No. 1 thereto, filed on January 29,
2001 (as amended, the "Registration Statement"), and related base prospectus
(the "Prospectus") for the registration pursuant to Rule 415 under the
Securities Act of 1933, as amended, of up to an aggregate of $500,000,000 in
securities of the Company. On January 31, 2001, the Commission declared the
Registration Statement, as amended, effective.
On March 28, 2001, the Company filed a supplement to the Prospectus,
dated March 27, 2001 (the "1st Prospectus Supplement"), relating to the
issuance of and sale of $225,000,000 of 8 5/8% Senior Subordinated Notes due
2013 (the "March Debt Issuance"), with the Commission. In connection with the
filing of the 1st Prospectus Supplement with the Commission, the Company
filed a Current Report on Form 8-K dated March 23, 2001 with pro forma
information as well as certain exhibits. The Company also filed a second
Current Report on Form 8-K dated April 3, 2001 with additional information.
On September 6, 2001, the Company announced the pricing of an
underwritten public offering of an additional $210,000,000 in aggregate
principal amount of its 8 5/8% Senior Subordinated Notes due 2013 (the
"September Debt Offering"). The offered notes are identical in all respects
to, and will be treated as a single class with, the $225,000,000 of existing
8 5/8% Senior Subordinated Notes issued in April 2001. The Company intends to
use the net proceeds from the offering to fund its offer to purchase and
consent solicitation relating to its outstanding 10 1/8% Senior Subordinated
Notes due 2006 (the "10 1/8% Notes"), or to otherwise redeem the 10 1/8%
Notes, as well as to repay outstanding borrowings under the Company's
revolving credit facility and for general corporate purposes, including
future acquisitions. Copies of the Company's press releases regarding these
events are being filed as exhibits to this report.
The public debt offering will be made only by means of a prospectus
supplement. This Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities.
The tender offer and related consent solicitation will be made only
by means of the Company's Offer to Purchase and Consent Solicitation
Statement dated September 5, 2001 and related materials. This Form 8-K shall
not constitute an offer to purchase or a consent solicitation with regard to
the 10 1/8% Notes. The 10 1/8% Notes will be tendered at a price of 105.24%.
The Company is filing certain exhibits as part of this Form 8-K. See "Item 7.
Financial Statements, Pro Forma Financial Information and Exhibits."
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information
The primary purpose of this Form 8-K is to update previously filed
pro forma information for the year ended December 31, 2000 and file pro forma
information for the six months ended June 30, 2001. The pro forma information
presented below was prepared as if the March Debt Issuance, September Debt
Offering and the redemption of the 10 1/8 Notes and the 11 1/8 Notes (as
defined below) had occurred on January 1, 2000.
SIX MONTHS ENDED JUNE 30, 2001
The historical statement of operations for the six months ended June
30, 2001, previously filed in the Company's Form 10-Q for the quarter ended
June 30, 2001, does not include the pro forma impact of the March Debt
Issuance and the September Debt Offering. If the Company successfully
completes the September Debt Offering, the Company intends to use the net
proceeds to fund the offer to purchase and consent solicitation relating to
the Company's 10 1/8% Notes or to otherwise redeem the 10 1/8% Notes, as well
as to repay outstanding borrowings under the Company's revolving credit
facility and for general corporate purposes. The impact on the historical
statement of operations as of June 30, 2001 of the September Debt Offering,
assuming (a) an offering price of 101.50% of the principal amount of the
notes issued in connection with the September Debt Offering; and (b) the
Company retires all of the 10 1/8% Notes, would be a decrease in interest
expense and net loss before extraordinary item of $0.3 million and $0.2
million, respectively. The impact on the Company's balance sheet as of June
30, 2001 would be an increase in cash of $30.7 million, a net increase in
deferred financing costs of $0.9 million, a net increase in long-term debt of
$48.2 million and a net decrease in shareholders' equity of $7.3 million.
In addition, the Company would record, in the quarter in which the
tender offer and consent solicitation was completed, an extraordinary charge of
$7.3 million (after a tax benefit of approximately $5.0 million) from the early
retirement of debt. This pretax extraordinary charge of $12.3 million would
consist of a redemption premium of $8.6 million, a write-off of deferred
financing costs related to the 10 1/8% Notes of $3.3 million and $0.4 million of
transaction costs.
The cumulative pro forma impact on the historical statement of
operations as of June 30, 2001 of the Company's March Debt Issuance and
September Debt Offering, assuming (a) an offering price of 101.50% of the
principal amount of the notes issued in connection with the September Debt
Offering; (b) the Company retires all of the 10 1/8% Notes; (c) the Company's
redemption of all 11 1/8% Senior Subordinated Notes due 2006 (the "11 1/8%
Notes"); and (d) the Company repays the revolving credit facility with the
net proceeds of the March Debt Issuance, would be a decrease in interest
expense and net loss before extraordinary item of $0.2 million and $0.1
million, respectively. The impact on the Company's balance sheet as of June
30, 2001 would be an increase in cash of $24.7 million, a net increase in
deferred financing costs of $0.9 million, a net increase in long-term debt of
$42.7 million and a net decrease in shareholders' equity of $7.3 million.
YEAR ENDED DECEMBER 31, 2000
The pro forma statement previously filed in the Company's Form 8-K
dated March 27, 2001 for the year ended December 31, 2000 does not include
the impact of the March Debt Issuance and the September Debt Offering. The
impact on the pro forma statement of the September Debt Offering, assuming
(a) an offering price of 101.50% of the principal amount of the notes; (b)
the Company retires all of the 10 1/8% Notes; and (c) the Company repays the
revolving credit facility with the net proceeds of the September Debt
Offering, would be a decrease in interest expense and net loss before
extraordinary item of $0.7 million and $0.4 million, respectively.
In addition, the Company would record, in the quarter in which the
tender offer and consent solicitation was completed, an extraordinary charge of
$7.3 million (after a tax benefit of approximately $5.0 million) from the early
retirement of debt. This pretax extraordinary charge of $12.3 million would
consist of a redemption premium of $8.6 million and a write-off of deferred
financing costs related to the 10 1/8% Notes of $3.3 million, and $0.4 million
of transaction costs.
The cumulative pro forma impact of the Company's March Debt Issuance
and the September Debt Offering, assuming (a) the Company retires all of the
10 1/8% Notes at a price of 105.24%; (b) an offering price of 101.50% of the
principal amount of the notes issued in connection with the September Debt
Offering; (c) the Company's redemption of all 11 1/8% Notes; and (d) the
Company repays the revolving credit facility with the net proceeds of the
March Debt Issuance, the impact on the pro forma statement for the year ended
December 31, 2000 would be an increase in interest expense and net loss
before extraordinary item of $3.5 million and $2.1 million, respectively.
(c) Exhibits.
EXHIBIT NO. ITEM
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4.1 Subordinated Indenture, dated as of April 3, 2001, among the
Company, the Guarantors named therein and the Bank of New York,
as trustee (filed as Exhibit 4.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).
4.2 First Supplemental Indenture, dated as of April 3, 2001, among
the Company, the Guarantors named therein and the Bank of New
York, as trustee (filed as Exhibit 4.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2001).
10 Underwriting Agreement, dated September 6, 2001, by and
between the Company, certain of the Company's subsidiaries,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, William Blair &
Company, L.L.C., First Union Securities, Inc., and JPMorgan
Securities Inc.
12 Statement Regarding Computation of Ratios of Earnings to Fixed
Charges.
99.1 The Company's press release, dated September 4, 2001, regarding
proposed public debt offering.
99.2 The Company's press release, dated September 4, 2001, regarding
tender offer and consent solicitation relating to the 10 1/8%
Notes.
99.3 The Company's press release, dated September 6, 2001,
regarding the pricing of the public debt offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IRON MOUNTAIN INCORPORATED
(Registrant)
Date: September 6, 2001
By: /s/ John F. Kenny, Jr.
Name: John F. Kenny, Jr.
Title: Executive Vice President
and Chief Financial Officer