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):
April 21, 1998 (April 3, 1998)
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)
<PAGE>
Item 5. Other Events
On April 3, 1998, Iron Mountain Incorporated (the "Company") issued and
sold an aggregate of 4,025,000 shares of its common stock in an underwritten
public offering at a price to the public of $34.75 per share (including 525,000
shares to cover over-allotments). Net proceeds to the Company after deducting
underwriters' discounts and commissions were $132.9 million. For more
information, see the Company's press release, dated March 31, 1998, which is
attached herewith as Exhibit 99.1 and incorporated by reference herein.
On April 6, 1998, the Company acquired InterMation, Inc. ("InterMation") by
means of a merger with and into a subsidiary of the Company (the "InterMation
Merger"). The Company paid aggregate consideration equal to approximately $27
million in connection with the InterMation Merger, including 325,672 shares of
Iron Mountain common stock valued at approximately $12 million, and the balance
in cash and the assumption of debt. For more information, see the Company's
press release, dated April 7, 1998, which is attached herewith as Exhibit 99.2
and incorporated by reference herein.
(c) Exhibits
Exhibit No. Item
99.1 Press Release, dated as of March 31, 1998
99.2 Press Release, dated as of April 7, 1998
2
<PAGE>
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: April 21, 1998
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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 INCORPORATED
ANNOUNCES OFFERING OF COMMON STOCK FOR $115.6 MILLION
Boston, MA, March 31, 1998 -- Iron Mountain Incorporated (Nasdaq: IMTN)
today announced its offering of 3.5 million shares of Common Stock at a price of
$34.75 per share. The Company will use the net proceeds from the offering to
repay debt, to fund a pending acquisition and for general corporate purposes.
In addition to the 3.5 million shares being offered, the Company has
granted the underwriters a 30 day option to purchase up to an additional 525,000
shares solely to cover over-allotments, if any.
The offering is being led by Bear, Stearns & Co. Inc. and co-managed by
William Blair & Company and Prudential Securities Incorporated.
The offering is being made by Iron Mountain Incorporated by means of a
shelf Registration Statement previously declared effective by the Securities and
Exchange Commission. Copies of the final Prospectus Supplement and Prospectus
for the offering may be obtained from the representatives of the underwriters at
the following addresses: Bear, Stearns & Co. Inc., 245 Park Avenue, New York,
New York 10167; William Blair & Company, 222 W. Adams Street, Chicago, Illinois
60606; and Prudential Securities Incorporated, 111 8th Avenue, New York, New
York 10011.
This notice shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such state.
Iron Mountain operates in 54 markets, providing business records
storage and management services, medical records services, data security
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 50,000 customer accounts, including more
than half of the Fortune 500 companies.
#####
For more information, contact:
John F. Kenny, Jr.
Chief Financial Officer
(617) 357-4455 ext. 208
e-mail: [email protected]
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 Completes Merger with InterMation
Announces Sixth Acquisition in 1998
BOSTON -- April 7, 1998 -- Iron Mountain Incorporated (NASDAQ:IMTN),
America's largest records management company, announced that it has completed
its acquisition of InterMation, Inc. for total consideration of approximately
$29 million, including approximately $12.1 million in Iron Mountain common
stock, with the balance in cash and the assumption of debt. The equity portion
of the consideration consisted of 325,672 shares of Iron Mountain common Stock.
InterMation provides business records management services, health care
records management services, and data security services in Seattle, Washington,
and business records management services under the name of Professional Records
Center in Portland, Oregon. The transaction represents Iron Mountain's fifth and
most significant acquisition in the Pacific Northwest, and it establishes Iron
Mountain's position as the leading records management services provider in the
region. InterMation has approximately 80 employees and serves approximately
1,300 customer accounts. Iron Mountain Chairman and CEO Richard Reese commented,
"This acquisition once again demonstrates Iron Mountain's strategy of pursuing
quality companies, with quality management, in multiple business lines in strong
and growing markets. We couldn't be more please with the fit between our
existing operations in Seattle and Portland and those of InterMation."
Iron Mountain currently operates in 53 markets nationwide and in
London, England. The Company serves more than 50,000 customer accounts,
including more than half of the Fortune 500 Companies. Iron Mountain provides a
full array of records and information management services, including business
records storage and management, health care records management, data security
services for electronic records, vital records protection, information
technology staffing, and records management consulting services.
CONTACT: Iron Mountain Incorporated
Donald P. Richards
617/357-6966 ext. 295
e-mail: [email protected]
