Exhibit 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
FOR
8 3/4% SENIOR NOTES DUE 2009
OF
IRON MOUNTAIN INCORPORATED
As set forth in the Prospectus, dated December , 1997 (the "Prospectus")
of Iron Mountain Incorporated (the "Company") and the accompanying Letter of
Transmittal and instructions thereto (the "Letter of Transmittal"), this form or
one substantially equivalent hereto must be used to accept the Company's
exchange offer (the "Exchange Offer") to purchase all of its outstanding 8 3/4%
Senior Notes Due 2009 (the "Old Notes") if (i) certificates representing the Old
Notes to be tendered for purchase and payment are not lost but are not
immediately available, (ii) time will not permit the Letter of Transmittal,
certificates representing such Old Notes or other required documents to reach
the Exchange Agent prior to the Expiration Date or (iii) the procedures for
book-entry transfer cannot be completed prior to the Expiration Date. This form
may be delivered by an Eligible Institution by mail or hand delivery or
transmitted, via telegram, telex or facsimile, to the Exchange Agent as set
forth below. All capitalized terms used herein but not defined herein shall have
the meanings ascribed to them in the Prospectus.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION
DATE"). TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR
TO 5:00 P.M. ON THE EXPIRATION DATE.
The Exchange Agent:
The Bank of New York
By Registered or By Hand or Overnight Delivery:
Certified Mail: 101 Barclay Street
The Bank of New York Corporate Trust Services Window
101 Barclay Street - 7E Ground Level
New York, New York 10286 New York, New York 10286
Attention: Natalie Simon Attention: Natalie Simon
Reorganization Section Reorganization Section
By Facsimile for
Eligible Institutions:
(212) 815-6399
For confirmation
and/or information
call:
(212) 815-5788
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION
VIA TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" participating in a recognized medallion signature guarantee program
under the instruction thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
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To: The Bank of New York
Ladies and Gentlemen:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Exchange Offer and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Notes set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus.
The undersigned understands that tenders of Old Notes pursuant to the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the
Expiration Date. Tenders of Old Notes may also be withdrawn if the Exchange
Offer is terminated without any such Old Notes being purchased thereunder or as
otherwise provided in the Prospectus.
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity of the undersigned
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Owner(s) or Names(s) of Registered Holder(s):
Authorized Signatory:
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
Aggregate Principal Amount of Old Address:
Notes Tendered:
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
Area Code and
Certificate No(s) of Old Notes Telephone No.:___________________
(if available):
If Old Notes will be delivered by
_________________________________ book-entry transfer at
_________________________________ The Depository Trust Company,
_________________________________ Insert DTC Book-entry Account
Date:_____________________________ No.:_____________________________
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Old Notes exactly as its (their) name(s) appear on certificates for Old Notes,
or by person(s) authorized to become registered holder(s) by endorsements and
documents transmitted with this Notice
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of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s):___________________________________
Capacity: __________________________________
Address(es):________________________________
DO NOT SEND OLD NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL.
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a correspondent in the
United States, hereby (a) represents that each holder of Old Notes on whose
behalf this tender is being made "own(s)" the Old Notes covered hereby within
the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended,
(b) represents that such tender of Notes complies with such Rule 14e-4, and (c)
guarantees that, within three New York Stock Exchange trading days from the date
of this Notice of Guaranteed Delivery, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), together with certificates
representing the Old Notes covered hereby in proper form for transfer (or
confirmation of the book-entry transfer of such Old Notes into the Exchange
Agent's account at The Depository Trust Company, pursuant to the procedure for
book-entry transfer set forth in the Prospectus) and required documents will be
deposited by the undersigned with the Exchange Agent.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER OF
TRANSMITTAL AND OLD NOTES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN THE TIME
PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN FINANCIAL LOSS
TO THE UNDERSIGNED.
Name of Firm:_________________________ _________________________________
Authorized Signature
Address:______________________________ Name:____________________________
Title:___________________________
Area Code and Telephone No.: Date:____________________________