EXHIBIT 99.2
FORM OF NOTICE OF GUARANTEED DELIVERY
FOR
8 1/4% SENIOR SUBORDINATED NOTES DUE 2011
OF
IRON MOUNTAIN INCORPORATED
As set forth in the Prospectus, dated , 1999 (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
1/4% Senior Subordinated Notes Due 2011 (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
, 1999 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TENDERS OF OLD NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE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 CERTIFIED MAIL: BY HAND OR OVERNIGHT DELIVERY:
The Bank of New York 101 Barclay Street
101 Barclay Street - 7E Corporate Trust Services
New York, New York 10286 Window
Attention: Noriko Miyazaki Ground Level
Reorganization Section New York, New York 10286
Attention: Noriko Miyazaki
Reorganization Section
BY FACSIMILE FOR ELIGIBLE
INSTITUTIONS:
(212) 815-4699
FOR CONFIRMATION AND/OR
INFORMATION CALL:
(212) 815-6333
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.
-2-
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) Names(s) of Registered Holder(s):
or 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 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.
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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:
----------------------------
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