SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 1996
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Pierce Leahy Corp.
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(Exact name of registrant as specified in its charter)
New York 333-9963 23-2588479
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
631 Park Avenue
King of Prussia, Pennsylvania 19406
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 992-8200
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Item 2. Acquisition or Disposition of Assets
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On October 30, 1996, Pierce Leahy Corp. (the "Company") completed the
acquisition of substantially all of the assets of InTrust, Inc., a Colorado
corporation ("InTrust"), a provider of records storage and management services
(the "Business") with operations in Denver and Colorado Springs, Colorado, Fort
Wayne, Indiana and Albuquerque, New Mexico.
The acquisition was consummated pursuant to an Asset Purchase
Agreement dated October 4, 1996 by and among the Company, InTrust and the
principals of InTrust (the "Agreement"). The terms of the acquisition were
negotiated on an arms-length basis.
In purchase price of the acquisition was $13.5 million, consisting of
$13 million paid at closing and a promissory note in the amount of $500,000
payable on the second anniversary of the closing. The cash portion of the
purchase price was financed in part from the proceeds of the Company's
$200,000,000 11-1/8% Senior Subordinated Notes which were issued in July 1996
and in part by a borrowing under the Company's credit facility with Canadian
Imperial Bank of Commerce and the several lenders parties thereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Financial statements of businesses acquired.
Reference is made to the historical financial statements of
InTrust, Inc. appearing on pages F-34 through F-42 of the Company's Prospectus
dated October 23, 1996, which is incorporated herein by reference in response to
this Item.
(b) Pro forma financial statements.
Reference is made to the unaudited pro forma condensed
consolidated financial information appearing on pages 37 through 43 of the
Company's Prospectus dated October 23, 1996, which is incorporated herein by
reference in response to this Item.
(c) Exhibits.
The following exhibits are filed as part of this Report:
2. Asset Purchase Agreement dated as of October 4, 1996 by and
among the Company, InTrust and M. Richard Kay, Michael T.
Boyers and Diane F. Boyers.
99. The Company's Prospectus dated October 23, 1996.
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SIGNATURE
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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.
Dated: November 13, 1996 PIERCE LEAHY CORP.
By: /s/ Douglas B. Huntley
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Douglas B. Huntley, Vice President
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description of Document Page
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2. Asset Purchase Agreement dated as of October 4,
1996 by and among Pierce Leahy Corp., InTrust,
Inc. and M. Richard Kay, Michael T. Boyers and
Diane F. Boyers.
99. Pierce Leahy Corp.'s Prospectus dated October
23, 1996.
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