SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 1, 1997 (September 18, 1997)
IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 0-27584 04-3107342
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
745 Atlantic Avenue
Boston, Massachusetts 02111
(Address of principal executive offices, including zip code)
(617) 357-4455
(Registrant's telephone number, including area code)
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Item 5. Other Events
On September 18, 1997, Iron Mountain Incorporated (the "Company") announced that
it has entered into a definitive agreement to acquire HIMSCORP, Inc., the
leading national provider of records management services for hospitals and other
organizations in the healthcare industry. The acquisition is structured to be a
tax-free reorganization for consideration of approximately $53 million in cash
and assumed debt and approximately 1.2 million shares of the Company's Common
Stock, par value $.01 per share ("Common Stock"). For more information see the
Company's press release, dated September 18, 1997, which is attached herewith as
Exhibit 99.1 and incorporated by reference herein.
On September 29, 1997, the Company announced that it has entered into a
definitive agreement to acquire Arcus Group, Inc., believed to be the leading
provider of off-site data protection services in the United States. The
acquisition is structured as a merger of Arcus Group, Inc., after an internal
reorganization of the Arcus-related entities, into the Company for total
consideration of approximately $160 million, including approximately $57 million
in the form of Common Stock and options, assuming Arcus vested options are
exercised prior to the closing. The stock portion of the purchase price will be
on a tax-free exchange basis, with the number of shares of the Company's Common
Stock to be determined based on its market price, using a "collar" with a floor
of $29.00 and a ceiling of $36.00. For more information see the Company's press
release, dated September 29, 1997, which is attached herewith as Exhibit 99.2
and incorporated by reference herein.
On September 29, 1997, the Company also announced that in connection with its
acquisition program it has recently executed an amendment to its credit
agreement, expanding the commitments of participating lenders from $150 million
to $250 million. The maturity of the credit facility was extended by one year to
September 2002, borrowing rates were reduced, and certain other terms were
adjusted as well. For more information see the Company's press release, dated
September 29, 1997, which is attached herewith as Exhibit 99.2 and incorporated
by reference herein.
On September 29, 1997, the Company also announced that it is seeking in the near
future to raise additional debt financing through an institutional private
placement of senior subordinated notes. Proceeds from the offering will be used
to repay outstanding bank debt and to finance pending and future acquisitions of
records management companies, including the Arcus acquisition. The securities
being offered will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements. For more information
see the Company's press release, dated September 29, 1997, which is attached
herewith as Exhibit 99.2 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release, dated as of September 18, 1997, by the
Company
Exhibit 99.2 Press Release, dated as of September 29, 1997, by the
Company
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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 hereunto duly authorized.
IRON MOUNTAIN INCORPORATED
(Registrant)
By: /s/ Jean A. Bua
Jean A. Bua
Vice President and Corporate Controller
Date: October 1, 1997
EXHIBIT 99.1
Iron Mountain
Corporate Offices
745 Atlantic Avenue
Boston, Massachusetts 02111
TELEPHONE: 617 357-4455
FAX: 617 350-7881
[IRON MOUNTAIN LOGO]
America's Largest Records Management Company
Iron Mountain Announces Agreement
to Acquire HIMSCORP, Inc.
HIMSCORP (Record Masters) is the Nation's Leading
Medical Records Management Firm
BOSTON -- September 18, 1997 -- Iron Mountain Incorporated
(NASDAQ:IMTN) announced today that it has entered into a definitive agreement to
acquire HIMSCORP, Inc., the leading national provider of records management
services for hospitals and other organizations in the healthcare industry.
HIMSCORP, Inc., operates under the trade name Record Masters in 12
major U.S. markets, including Pittsburgh and St. Louis, which represent new
markets for Iron Mountain. HIMSCORP's services include storage, retrieval and
delivery of active health care records, hospital fileroom purges, computerized
indexing, release of information, facilities management, temporary staffing, and
related medical records services. HIMSCORP operates 20 facilities comprising
more than 700,000 square feet.
The acquisition is structured to be a tax-free transaction. The
consideration includes approximately $53 million in cash and assumed debt, and
approximately 1.2 million shares of Iron Mountain common stock. The shares are
being issued in a private transaction. The acquisition is subject to regulatory
approval and is expected to close in the fourth quarter of 1997.
HIMSCORP, Inc. had revenues of $13 million for the six months ended
June 30, 1997, and giving effect to an acquisition it completed on June 1, 1997,
pro forma revenues of approximately $14 million for the same period. HIMSCORP
has completed 12 acquisitions in the medical records services industry since
1995.
HIMSCORP Chairman and President Kent Dauten will join Iron Mountain's
Board of Directors upon completion of the merger. Iron Mountain intends to
retain Record Masters' 500 employees.
According to Iron Mountain Chairman and CEO C. Richard Reese, the
transaction announced today furthers Iron Mountain's strategy of increasing its
presence in medical records management. "Iron Mountain already provides medical
records services in some of our locations, but it is truly a specialty within
records management. Record Masters is the leader in this field, and
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we are excited to have these experts joining the Iron Mountain team. It furthers
our mission of becoming a full-service information management organization."
Kent Dauten commented, "Joining forces with Iron Mountain is a win all
around--for our customers, our employees, and our shareholders. We have the
expertise in the medical records management field, which has grown rapidly in
recent years, and Iron Mountain has the infrastructure and resources to help us
grow faster and develop our service offerings. There is a real synergy here, and
we are very excited about this merger."
Iron Mountain operates in 43 markets nationwide, providing business
records storage and management services, medical records services, data
protection services for electronic records, vital records protection, and
records management consulting services. The Company stores and manages billions
of paper documents and electronic records for more than 40,000 customers,
including more than half of the Fortune 500 companies.
EXHIBIT 99.2
Iron Mountain
Corporate Offices
745 Atlantic Avenue
Boston, Massachusetts 02111
TELEPHONE: 617 357-4455
FAX: 617 350-7881
[IRON MOUNTAIN LOGO]
America's Largest Records Management Company
Iron Mountain Announces Agreement to Acquire Arcus
BOSTON -- September 29, 1997 -- Iron Mountain Incorporated
(NASDAQ:IMTN) announced today that it has entered into a definitive agreement to
acquire Arcus Group, Inc. for total consideration of approximately $160 million
including approximately $57 million in the form of Iron Mountain's common stock
and options, assuming Arcus vested options are exercised prior to closing. Iron
Mountain believes that Arcus, founded over 25 years ago, is the largest provider
of off-site data protection services in the United States. Arcus's data
protection services consist primarily of off-site storage and rotation of
back-up copies of magnetic media, as well as related services including disaster
recovery support and testing, media library moves and media product sales. Data
protection services account for approximately two-thirds of Arcus's revenue.
Additionally, Arcus provides ancillary services including facilities management
and information technology staffing services.
As of June 30, 1997, Arcus operated 31 data storage facilities in 24
markets in the U.S. and one in the United Kingdom, and had over 6,000 data
protection customer accounts. Acrus acquired 9 companies in 1996 and one in
1997. Arcus had revenues of approximately $66 million for the year ended
December 31, 1996 and $45 million for the six months ended June 30, 1997, and
for the same periods, giving effect to Arcus's acquisitions, $88 million and $49
million, respectively.
The transaction is structured as a merger of Arcus Group, Inc., after
an internal reorganization of the Arcus-related entities, into Iron Mountain.
The stock portion of the purchase price will be on a tax-free exchange basis.
The number of shares of Iron Mountain common stock will be determined based on
its market price, using a "collar" with a floor of $29.00 and a ceiling of
$36.00. The transaction is subject to a number of conditions and is expected to
be consummated early in the first quarter of 1998.
According to Iron Mountain Chairman and CEO, C. Richard, Reese, the
transaction announced today is another step in implementing Iron Mountain's
strategy of being the leader in full service records and information management.
Since 1994, Iron Mountain has acquired 11 records management companies focused
on the data protection services market.
Clarke H. Bailey, CEO of Arcus's parent company, is expected to join
Iron Mountain's Board of Directors upon completion of the merger. Mr. Bailey
commented, "Arcus has been a very successful investment, but we came to the
conclusion that our investors' interests would be better served by entrusting
Arcus's future to Iron Mountain, America's largest records management
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company. By structuring the transaction to involve a significant amount of Iron
Mountain's stock, we ensured that our investors will continue to participate in
the future of records management."
Iron Mountain Expands Credit Facility and Plans Note Offering
Separately, Iron Mountain announced that in connection with its
acquisition program it has recently executed an amendment to its credit
agreement, expanding the commitments of participating lenders from $150 million
to $250 million. The maturity of the credit facility was extended by one year to
September 2002, borrowing rates were reduced, and certain other terms were
adjusted as well.
In addition, Iron Mountain announced that it is seeking in the near
future to raise additional debt financing through an institutional private
placement of senior subordinated notes. The amount and timing of the offering
are subject to market conditions. Proceeds will be used to repay outstanding
bank debt and to finance pending and future acquisitions of records management
companies, including the Arcus acquisition. The notes will not be registered
under the Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or applicable exemption from the
registration requirements.
Iron Mountain operates in 43 markets nationwide, providing business
records storage and management services, medical records services, data
protection services for electronic records, vital records protection, records
management consulting services, facilities management and other outsourcing
services. The Company stores and manages billions of paper documents and
electronic records for more than 41,000 customers, including more than half of
the Fortune 500 companies.
CONTACT: Iron Mountain Incorporated
Judith R. Brackley, (617) 357-4455, ext. 208
e-mail: [email protected]
