SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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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 16, 1997 (June 12, 1997)
IRON MOUNTAIN INCORPORATED
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation or Organization)
0-27584 04-3107342
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(Commission file number) (I.R.S. Employer Identification No.)
745 Atlantic Avenue, Boston, MA 02111
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(Address of Principal Executive Offices, Including Zip Code)
(617) 357-4455
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(Registrant's Telephone Number, Including Area Code)
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Item 2. Acquisition or Disposition of Assets
Allegiance Business Archives, Ltd.
On October 1, 1997, Iron Mountain Records Management, Inc. ("IMRM"),a wholly
owned subsidiary of Iron Mountain Incorporated (the "Registrant"), purchased all
of the outstanding shares of common stock of Allegiance Business Archives, Ltd.
("Allegiance"), a New Jersey Corporation, for $8.8 million in cash, pursuant to
a Stock Purchase and Sale Agreement dated July 29, 1997 among IMRM and the
Stockholders of Allegiance Business Archives, Ltd.
The funds used for the consideration were comprised primarily of borrowings
under the Registrant's $250 million revolving credit facility (the "Credit
Facility") dated September 29, 1997, as amended, among the Registrant, various
financial institutions and The Chase Manhattan Bank, as administrative agent for
such lenders.
The assets acquired by the Registrant include primarily office equipment,
furniture and fixtures, motor vehicles, racking and shelving and intangible
personal property regularly used in Allegiance's records management business.
The Registrant intends to use the acquired assets in the operation of its
records management business.
Records Retention/FileSafe
On October 2, 1997, IMRM purchased certain assets, including real property, and
assumed certain liabilities of Records Retention/FileSafe ("FileSafe"), a
California limited partnership, for $44.6 million in cash and assumed debt
pursuant to an Asset Purchase and Sale Agreement dated August 20, 1997, among
IMRM and FileSafe.
The funds used for the consideration were comprised primarily of borrowings
under the Credit Facility.
The assets acquired by the Registrant include primarily real property, office
equipment, furniture and fixtures, motor vehicles, racking and shelving and
intangible personal property regularly used in FileSafe's records management
business. The Registrant intends to use the acquired assets in the operation of
its records management business.
Safesite Records Management Corporation
As previously reported on Form 8-K/A, dated August 26, 1997, Safesite Records
Management Corporation ("Safesite"), a Delaware corporation, merged with and
into Iron Mountain/Safesite, Inc., a wholly owned subsidiary of the Registrant,
effective June 12, 1997, pursuant to an Agreement and Plan of Merger dated
February 19, 1997, as amended, among the Registrant, Iron Mountain/Safesite,
Inc. and Safesite. In addition, wholly owned subsidiaries of the Registrant also
acquired certain real property from a trust for the benefit of the controlling
stockholders of Safesite.
The total consideration paid by the Registrant, including transaction costs, was
$70.6 million. The consideration consisted of 1,769,712 shares of the
Registrant's common stock valued at approximately $51.3 million, options, valued
at approximately $2.3 million, to purchase shares of the Registrant's common
stock and cash of approximately $17.0 million.
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Item 7. Financial Statements and Exhibits
(a) In accordance with Item 7(a)(4) of Form 8-K, the required financial
statements will be filed, by amendment to this Form 8-K, on or before
December 14, 1997.
(b) See preceding response.
(c) Exhibits
Exhibit 2.1 The Agreement and Plan of Merger by and among Iron
Mountain Incorporated, Iron Mountain/Safesite, Inc. and
Safesite Records Management Corporation dated as of February
19, 1997, as amended, is incorporated by reference to the
Registration Statement on Form S-4, as amended, filed with
the Securities and Exchange Commission on April 4, 1997
(Reg. No. 333-24635).
Exhibit 99.1 Press Release, dated as of October 7, 1997, by the
Registrant.
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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 thereunto duly authorized.
IRON MOUNTAIN INCORPORATED
(Registrant)
October 16, 1997 By: /s/ Jean A. Bua
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(date) Jean A. Bua
Vice President and Corporate Controller
(Principal Accounting Officer)
[IRON MOUNTAIN LETTERHEAD]
[LOGO]
FOR IMMEDIATE RELEASE
Contact: Judith R. Brackley
Director of Corporate Communications
(617) 357-4455 ext. 208
e-mail: [email protected]
Iron Mountain Announces Completion of FileSafe Acquisition
Also Announces Acquisition of Allegiance Business Archives
and Records Management Systems, Inc.
Boston, MA -- (October 7, 1997) -- Iron Mountain Incorporated (NASDAQ:IMTN)
announced today the completion of the previously announced acquisition of
Records Retention/FileSafe, L.P. ("FileSafe"). FileSafe is a major regional
provider of records storage and management services in the San Francisco Bay
Area with an additional operation in Los Angeles. Total consideration was
approximately $45 million cash and assumed liabilities for assets, including
real estate valued at approximately $8 million. The acquisition of FileSafe
effectively doubles the size of Iron Mountain's operations in the San Francisco
Bay Area.
Iron Mountain Chairman and Chief Executive Officer C. Richard Reese commented on
the close: "We are very enthusiastic about acquiring FileSafe as it affords
excellent operating synergies with our existing operations in our Northwest
Region. We welcome FileSafe's employees and customers to the Iron Mountain
family."
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Separately, Iron Mountain announced today that it has acquired Allegiance
Business Archives, Ltd. and Records Management Services, Inc. (RMS). Allegiance
operates two records centers serving the Metropolitan New York market, and RMS
operates three records centers serving Syracuse, New York, which is a new market
for Iron Mountain. Iron Mountain paid approximately $14 million for the two
companies.
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 41,000 customers, including more than half
of the Fortune 500 companies.
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