UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Iron Mountain Incorporated
(Name of Issuer)
Voting Common Stock, $.01 par value
(Title of Class of Securities)
46284P 10 4
(CUSIP Number)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C. Richard Reese
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER
NUMBER OF
SHARES 1,127,503
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
459,337
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,127,503 shares1
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
C. Richard Reese: 11.7%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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1 Includes 13,450 shares of Iron Mountain Voting Common Stock held by
trusts for the benefit of Mr. Reese's children, as to which Mr. Reese
disclaims beneficial ownership. Also includes 668,166 shares of Iron
Mountain Voting Common Stock as to which Mr. Reese shares beneficial
ownership with Schooner Capital Corporation("Schooner") as a result
of a 1988 deferred compensation arrangement, as amended, between
Schooner and Mr. Reese relating to Mr. Reese's former services as
President of Schooner. Pursuant to such arrangement, upon the earlier
to occur of (i) Schooner's sale or exchange of all or a portion of
those 668,166 shares, after all other shares of Iron Mountain Voting
Common Stock held by Schooner have been sold or (ii) the cessation of
Mr. Reese's employment with Iron Mountain, Schooner is required to
transfer such shares (or portion thereof) of Iron Mountain Voting
Common Stock to Mr. Reese or remit to Mr. Reese cash in an amount
equal to the then current fair market value of such shares of Iron
Mountain Voting Common Stock. Schooner has agreed to vote the shares
of Iron Mountain Voting Common Stock subject to such arrangement at
the direction of Mr. Reese.
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 3 of 6 Pages
Item 1(a). Name of issuer:
Iron Mountain Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
745 Atlantic Avenue, Boston, Massachusetts 02111
Item 2(a). Name of Person Filing:
C. Richard Reese
Item 2(b). Address of Principal Offices or, if None, Residence:
203 Hickory Road, Weston, Massachusetts 02193
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Voting Common Stock, $.01 par value
Item 2(e). CUSIP Number:
46284P 10 4
Item 3. If the Statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the filing person is a: Not applicable.
(a) Broker or dealer registered under Section 15 of the Act,
---
(b) Bank as defined in Section 3(a)(6) of the Act,
---
(c) Insurance Company as defined in Section 3(a)(19) of the Act,
---
(d) Investment Company registered under Section 8 of the Investment
--- Company Act,
(e) Investment Adviser registered under Section 203 of the Investment
--- Advisers Act of 1940,
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
--- 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with Rule
--- 13d-1(b)(ii)(G); see Item 7,
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
---
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 4 of 6 Pages
Item 4. Ownership.
(a) Amount beneficially owned:
1,127,503 shares2
(b) Percent of class:
11.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
1,127,503
(ii) Shared power to vote or direct the vote:
0
(iiiSole power to dispose or to direct the disposition of:
459,337
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Mr. Reese and Schooner entered into a Deferred Compensation Agreement,
dated as of December 18, 1995, whereby non-qualified stock options to acquire
stock of Schooner pursuant to the Schooner Capital Corporation 1988 Stock Option
Plan were replaced with a deferred compensation agreement, to provide him with
deferred compensation of 668,166 shares of Iron Mountain Voting Common Stock.
Pursuant to such agreement, upon the earlier to occur of (i) Schooner's sale or
exchange of all or a portion of those 668,166 shares, after all other shares of
Iron Mountain Voting Common Stock held by Schooner have been sold or (ii) the
cessation of Mr. Reese's employment with Iron Mountain, Schooner is required to
transfer such shares (or portion thereof) of Iron Mountain Voting Common Stock
to Mr. Reese, or remit to Mr. Reese cash in an amount equal to the then current
fair market value of such shares of Iron Mountain Voting Common Stock. The
number of shares will be adjusted appropriately to reflect any stock dividend,
stock split, or other equity adjustment with respect to Iron Mountain Voting
Common Stock. Mr. Reese has no rights as a stockholder with respect to such
shares until the date of any issuance of stock certificates to him for such
shares. No
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2 See footnote 1, above.
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 5 of 6 Pages
adjustments will be made for dividends or other rights for which the record date
is prior to the date such stock certificates are issued. However, Schooner has
agreed to vote the shares of Iron Mountain Voting Common Stock subject to such
arrangement at the direction of Mr. Reese. Due to such arrangement, Mr. Reese is
deemed to beneficially own 11.7% of Iron Mountain Voting Common Stock, whereas
absent such arrangement Mr. Reese would only hold 4.8% of Iron Mountain Voting
Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 4, 1997
/s/ C. Richard Reese
C. Richard Reese
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
