424(b)(3)
Registration No. 333-44187
PROSPECTUS
1,000,000 Shares
Iron Mountain Incorporated
Common Stock
----------------------
This Prospectus relates to the issuance from time to time by Iron
Mountain Incorporated (the "Company" or "Iron Mountain"), a Delaware
corporation, of its shares of common stock, par value $.01 per share (the
"Common Stock"), in an aggregate amount of up to 1,000,000 shares, upon terms to
be determined at the time of each such offering.
The Common Stock is to be offered directly by the Company in connection
with the acquisition of the assets of, or ownership interests in, certain
entities engaged in the same or similar lines of business as the Company or any
of its subsidiaries. The consideration for acquisitions will consist of shares
of Common Stock, cash, notes or other evidences of indebtedness, guarantees,
assumption of liabilities, tangible or intangible property, or a combination
thereof, as determined from time to time by negotiations between the Company and
the owners or controlling persons of the assets or ownership interests to be
acquired. In addition, the Company may lease property from and enter into
management or consulting agreements and non-competition agreements with the
former owners and key executive personnel of the businesses to be acquired.
The Company contemplates that the terms of an acquisition will be
determined by negotiations between the Company's representatives and the owners
or controlling persons of the assets or ownership interests to be acquired.
Factors taken into account in acquisitions include, among other relevant
factors, the quality and reputation of the business, the assets, liabilities,
results of operations and cash flows for the business, the quality of its
management and employees, its earnings potential, the geographic locations of
the business and the market value of the Common Stock of the Company when
pertinent. The Company anticipates that shares of Common Stock issued in any
such acquisition will be valued at a price reasonably related to the market
value of the Common Stock, either at the time the terms of the acquisitions are
tentatively agreed upon, or at or about the time of closing, or during the
period or periods prior to delivery of the shares.
The Company does not expect that underwriting discounts or commissions
will be paid, except that finders fees may be paid to persons from time to time
in connection with specific acquisitions. Any person receiving any such fees may
be deemed to be an underwriter within the meaning of the Securities Act of 1933,
as amended (the "Securities Act").
The Common Stock is traded on the Nasdaq National Market System under
the symbol "IMTN." On January 8, 1998 the closing sale price of the Common Stock
on the Nasdaq National Market System was $35.50 per share.
----------------------
See "RISK FACTORS" at page 6 for certain information that should be
considered by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
The date of this Prospectus is January 20, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a registration statement on Form S-4
(together with all exhibits, schedules and amendments thereto, the "Registration
Statement") under the Securities Act, with respect to the Common Stock. This
Prospectus, which is a part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement. Statements in this
Prospectus as to the contents of any contract or other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other documents filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference and the
exhibits and schedules thereto. For further information concerning the Company
and the Common Stock, reference is made to the Registration Statement. Copies of
the Registration Statement may be obtained from the Commission at its principal
office in Washington, D.C. upon payment of the prescribed fee.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Commission.
The Registration Statement, the exhibits and schedules forming a part thereof
and the reports, proxy statements and other information filed by the Company
with the Commission can be inspected and copies obtained at the public reference
facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following regional offices of
the Commission: Chicago Regional Office, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511; and New York Regional Office, Seven World Trade
Center, New York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission maintains a World Wide Web site that contains reports, proxy and
information statements and other information regarding registrants, including
the Company, that file electronically with the Commission. The address of the
site is http://www.sec.gov. In addition, reports, proxy statements and other
information concerning the Company may be inspected at the offices of Nasdaq
operations, 1735 K Street N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by Iron Mountain with
the Commission (File No. 0-27584) pursuant to the Exchange Act, are hereby
incorporated in this Prospectus and specifically made a part hereof by
reference: (i) Annual Report on Form 10-K for the fiscal year ended December 31,
1996 (the "Annual Report"), (ii) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997, (iii) Current
Reports on Form 8-K dated June 25, 1997 (as amended August 26, 1997), October 1,
1997, October 16, 1997 (as amended November 10, 1997), October 30, 1997,
November 25, 1997 and January 13, 1998, and (iv) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A dated
January 18, 1996. In addition, the financial information contained in Iron
Mountain's Registration Statements on Form S-4 (i) File No. 333-24635, filed
with the Commission on April 4, 1997, as amended on May 7, 1997 and May 13,
1997, as made effective by the Commission on May 14, 1997, and (ii) File No.
333-41715, filed with the Commission on December 8, 1997, as made effective by
the Commission on December 11, 1997 is incorporated herein by reference. All
documents filed by Iron Mountain pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering of the Common Stock shall be deemed to be
incorporated by reference into the Registration Statement and to be a part
hereof from the respective dates of filing of any such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein (or in the applicable Prospectus Supplement), or in any other
subsequently filed document that also is or is deemed to be incorporated herein
by reference, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
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<PAGE>
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the information that has been incorporated by
reference in this Prospectus (excluding exhibits unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Requests for such copies should be made to the Company at its
principal executive offices, 745 Atlantic Avenue, Boston, Massachusetts 02111,
Attention: John F. Kenny, Jr., Executive Vice President and Chief Financial
Officer.
THE COMPANY
Iron Mountain is America's largest records management company, as
measured by its revenues. The Company is a national, full-service provider of
records management and related services, enabling customers to outsource records
management functions. Iron Mountain has a diversified customer base, which
includes more than half of the Fortune 500 and numerous commercial, legal,
banking, healthcare, accounting, insurance, entertainment and government
organizations. The Company provides storage and related services for all major
media, including paper (the dominant form of record storage), computer disk and
tapes, microfilm and microfiche, master audio and video tapes, film and optical
disks, X-rays and blueprints. Iron Mountain's principal services provided to its
storage customers include courier pick-up and delivery, filing, retrieval and
destruction of records, database management, customized reporting and disaster
recovery support. The Company also sells storage materials and provides
consulting, facilities management, information technology staffing and other
outsourcing services.
Iron Mountain was incorporated in Delaware in 1990 but its predecessor
operations date from 1951. The principal executive officers of the Company are
located at 745 Atlantic Avenue, Boston, Massachusetts 02111. Its telephone
number is (617) 357-4455.
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<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION
(In thousands, except per share amounts)
The following selected consolidated statements of operations and
balance sheet data of the Company as of and for each of the years ended December
31, 1992, 1993, 1994, 1995 and 1996 have been derived from the Company's audited
consolidated financial statements. The selected consolidated statements of
operations and balance sheet data of the Company for the nine months ended
September 30, 1996 and 1997 have been derived from the Company's unaudited
condensed consolidated financial statements. The Company's unaudited condensed
consolidated financial statements include all adjustments, consisting of normal
recurring accruals, that the Company considers necessary for a fair presentation
of the financial position and the results of operations for those periods.
Operating results for the nine months ended September 30, 1997 are not
necessarily indicative of the results for the entire year ending December 31,
1997. The selected consolidated financial and operating information set forth
below should be read in conjunction with Iron Mountain's Consolidated Financial
Statements and the Notes thereto incorporated by reference herein. See
"Incorporation of Certain Documents by Reference."
<TABLE>
<CAPTION>
Nine Months
Year Ended December 31, Ended September 30,
----------------------------------------------- ------------------
1992 1993 1994 1995 1996 1996 1997
-------- ------- ------- --------- --------- ------- ---------
Consolidated Statements of Operations Data:
Revenues:
<S> <C> <C> <C> <C> <C> <C> <C>
Storage................................. $44,077 $48,892 $54,098 $ 64,165 $ 85,826 $61,419 $ 86,199
Service and Storage Material Sales...... 26,596 32,781 33,520 40,271 52,892 38,550 57,195
-------- ------- ------- --------- --------- ------- ---------
Total Revenues..................... 70,673 81,673 87,618 104,436 138,718 99,969 143,394
Operating Expenses:
Cost of Sales (Excluding Depreciation).. 35,169 43,054 45,880 52,277 70,747 51,091 73,742
Selling, General and Administrative..... 17,630 19,971 20,853 26,035 34,342 24,762 35,682
Depreciation and Amortization........... 5,780 6,789 8,690 12,341 16,936 11,896 18,495
-------- ------- ------- --------- --------- ------- ---------
Total Operating Expenses........... 58,579 69,814 75,423 90,653 122,025 87,749 127,919
-------- ------- ------- --------- --------- ------- ---------
Operating Income........................... 12,094 11,859 12,195 13,783 16,693 12,220 15,475
Interest Expense........................... 8,412 8,203 8,954 11,838 14,901 9,981 17,631
-------- ------- ------- --------- --------- ------- ---------
Income (Loss) Before Provision (Credit) for
Income Taxes............................ 3,682 3,656 3,241 1,945 1,792 2,239 (2,156)
Provision (Credit) for Income Taxes........ 2,095 2,088 1,957 1,697 1,435 1,542 (346)
-------- ------- ------- --------- --------- ------- ---------
Income (Loss) Before Extraordinary Charge.. 1,587 1,568 1,284 248 357 697 (1,810)
Extraordinary Charge, Net of Tax Benefit (1) -- -- -- -- 2,216 -- --
-------- ------- ------- --------- --------- ------- ---------
Net Income (Loss).......................... 1,587 1,568 1,284 248 (1,769) 697 (1,810)
Accretion of Redeemable Put Warrant........ 626 940 1,412 2,107 280 280 --
-------- ------- ------- --------- --------- ------- ---------
Net Income (Loss) Applicable to Common
Stockholders............................ $ 961 $ 628 $ (128) $ (1,859) $ (2,049) $ 417 $ (1,810)
======== ======= ======= ========= ========= ======= =========
Income (Loss) Before Extraordinary Item per
Common and Common Equivalent Share...... $ 0.12 $ 0.08 $ (0.02) $ (0.24) $ 0.01 $ 0.04 $ (0.17)
Net Income (Loss) per Common and Common
Equivalent Share........................ $ 0.12 $ 0.08 $ (0.02) $ (0.24) $ (0.20) $ 0.04 $ (0.17)
Weighted Average Common and Common
Equivalent Shares Outstanding........... 8,052 8,067 7,984 7,784 10,137 10,101 10,906
Other Data:
EBITDA (2)................................. $17,874 $18,648 $20,885 $ 26,124 $ 33,629 $24,116 $ 33,970
EBITDA as a Percentage of Total Revenues... 25.3% 22.8% 23.8% 25.0% 24.2% 24.1% 23.7%
Capital Expenditures:
Growth (3)(4)........................... $11,226 $13,605 $15,829 $ 14,395 $ 23,334 $16,610 $ 20,074
Maintenance............................. 818 1,846 1,151 858 1,112 803 544
-------- ------- ------- --------- --------- ------- ---------
Total Capital Expenditures (4)............. $12,044 $15,451 $16,980 $ 15,253 $ 24,446 $17,413 $ 20,618
======== ======= ======= ========= ========= ======= =========
Additions to Customer Acquisition Costs.... $ 1,268 $ 922 $ 1,366 $ 1,379 $ 1,642 $ 1,265 $ 688
(continued on next page)
4
<PAGE>
<CAPTION>
As of December 31, As of
----------------------------------------------- September 30,
1992 1993 1994 1995 1996 1997
--------- -------- -------- ------- -------- ---------
Consolidated Balance Sheet Data:
<S> <C> <C> <C> <C> <C> <C>
Cash and Cash Equivalents.................. $ 498 $ 591 $ 1,303 $ 1,585 $ 3,453 $ 2,242
Total Assets............................... 115,429 125,288 136,859 186,881 281,799 451,099
Total Debt................................. 73,304 78,460 86,258 121,874 184,733 274,368
Stockholders' Equity....................... 23,419 24,047 22,869 21,011 52,384 113,945
- ---------------
<FN>
(footnotes from the preceding page)
(1) The extraordinary charge for 1996 consists of a prepayment penalty, the
write-off of deferred financing costs, original issue discount and loss on
termination of interest rate protection agreements.
(2) Based on its experience in the records management industry, the Company
believes that earnings before interest, taxes, depreciation, amortization
and extraordinary items ("EBITDA") is an important tool for measuring the
performance of records management companies (including potential acquisition
targets) in several areas, such as liquidity, operating performance and
leverage. In addition, lenders use EBITDA as a criterion in evaluating
records management companies, and substantially all of the Company's
financing agreements contain covenants in which EBITDA is used as a measure
of financial performance. However, EBITDA should not be considered an
alternative to operating or net income (as determined in accordance with
GAAP) as an indicator of the Company's performance or to cash flow from
operations (as determined in accordance with GAAP) as a measure of
liquidity.
(3) Growth capital expenditures include investments in racking systems, new
buildings and leasehold improvements, equipment for new facilities,
management information systems and facilities restructuring.
(4) Includes $2,901 in 1994 related to the cost of constructing a records
management facility which was sold in a sale-leaseback transaction in the
fourth quarter of 1994.
</FN>
</TABLE>
5
<PAGE>
RISK FACTORS
Investors should carefully consider the following risk factors, in
addition to the other information contained in this Prospectus and any
Prospectus Supplement, before purchasing any of the Common Stock. This
Prospectus sets forth or incorporates by reference forward-looking statements
within the meaning of Section 27A of the Securities Act, such as those regarding
the goals, beliefs, plans or current expectations of the Company and its
management and other statements contained in this Prospectus regarding matters
that are not historical facts. Because such forward-looking statements include
risks and uncertainties, actual results may differ materially from those
expressed in or implied by such forward-looking statements. Factors that could
cause actual results to differ materially include, but are not limited to, the
risk factors set forth below and the matters set forth or incorporated by
reference in this Prospectus generally and any Prospectus Supplement. The
Company undertakes no obligation to release publicly the results of any
revisions to these forward-looking statements that may be made to reflect future
events or circumstances or to reflect unanticipated events.
Risks Associated with Acquisition Strategy
Iron Mountain has pursued and intends to continue to pursue
acquisitions of records management and related service businesses as a key
component of its growth strategy. Certain risks are inherent in an acquisition
strategy, such as increasing leverage and debt service requirements and
combining disparate company cultures and facilities, which could adversely
affect Iron Mountain's operating results. The success of any completed
acquisition will depend in part on Iron Mountain's ability to integrate
effectively the acquired businesses into Iron Mountain. The process of
integrating such acquired businesses may involve unforeseen difficulties and may
require a disproportionate amount of management's attention and Iron Mountain's
financial and other resources. No assurance can be given that additional
suitable acquisition candidates will be identified, financed and purchased on
acceptable terms, or that recent acquisitions or future acquisitions, if
completed, will be successful.
In September, 1997 Iron Mountain amended and restated its bank
facility, dated as of September 30, 1996 among Iron Mountain, the lenders party
thereto and The Chase Manhattan Bank, as Administrative Agent (the "Credit
Agreement"). Under the terms of the Credit Agreement, acquisitions by Iron
Mountain involving in excess of: (i) $65 million (other than the acquisition of
Arcus Group, Inc. (the "Arcus Acquisition") and the acquisition of HIMSCORP,
Inc. ("HIMSCORP")) for any one acquisition and (ii) $150 million in the
aggregate or $100 million in cash for 1998 or any subsequent year require the
approval of lenders holding 51% or more of the commitments under the Credit
Agreement. No assurance can be given that the lenders will consent to any
acquisitions that Iron Mountain proposes to make in excess of such limits.
The size, timing and integration of possible future acquisitions may
cause substantial fluctuations in operating results from quarter to quarter. As
a result, operating results for any quarter may not be indicative of the results
that may be achieved for any subsequent fiscal quarter or for a full fiscal
year.
Competition; Alternative Technologies
Iron Mountain has one or more competitors in all geographic areas where
it operates. Iron Mountain believes that competition for customers is based on
price, reputation for reliability, quality of service and scope and scale of
technology, and believes that it generally competes effectively based on these
factors. As a result of this competition, the records management industry has
for the past several years experienced downward pricing pressures. While Iron
Mountain believes that this pricing climate is stabilizing, there can be no
assurance that prices will not decline further, as competitors seek to gain or
preserve market share. Should a further downward trend in pricing occur or
continue for an extended period of time, it could have a material adverse effect
on Iron Mountain's results of operations. Iron Mountain also competes for
acquisition candidates. Some of Iron Mountain's competitors may possess greater
financial and other resources than Iron Mountain. If any such competitor were to
devote additional resources to the records management business and such
acquisition candidates or to focus its strategy on Iron Mountain's markets, Iron
Mountain's results of operations could be adversely affected. In addition, Iron
Mountain faces competition from the internal records management capability of
its current and potential customers. There can be no assurance that these
organizations will outsource more of their records management needs
6
<PAGE>
or that they will not bring in-house some or all of the functions they currently
outsource.
The substantial majority of Iron Mountain's revenues have been derived
from the storage of paper documents and from related services. Such storage
requires significant physical space. Alternative technologies for generating,
capturing, managing, transmitting and storing information have been developed,
many of which require significantly less space than paper. Such technologies
include computer media, microforms, audio/video tape, film, CD-ROM and optical
disk. None of these technologies has replaced paper as the principal means for
storing information. However, there can be no assurance that one or more
non-paper-based technologies (whether now existing or developed in the future)
may not in the future reduce or supplant the use of paper as a preferred medium,
which could in turn adversely affect Iron Mountain's business.
Financial Leverage; Debt Service Requirements
Iron Mountain is highly leveraged due to the substantial indebtedness
it has incurred primarily to finance acquisitions and expand its operations.
Iron Mountain expects to continue to borrow under the Credit Agreement and
possible future credit arrangements in order to finance possible future
acquisitions and for general corporate purposes.
The ability of Iron Mountain to repay its indebtedness depends upon
future operating performance, which is subject to the success of Iron Mountain's
business strategy, prevailing economic conditions, levels of interest rates and
financial, business and other factors, many of which are beyond Iron Mountain's
control. The debt service obligations of Iron Mountain could have important
consequences, including the following: (i) the ability of Iron Mountain to
obtain additional financing for future working capital needs or for possible
future acquisitions or other purposes may be limited; (ii) a substantial portion
of Iron Mountain's cash flow from operations will be dedicated to the payment of
principal and interest on its indebtedness, thereby reducing funds available for
other purposes; (iii) Iron Mountain may be more vulnerable to adverse economic
conditions than some of its competitors and thus may be limited in its ability
to withstand competitive pressures; and (iv) Iron Mountain may be more highly
leveraged than certain of its competitors, which may place it at a competitive
disadvantage.
A substantial portion of Iron Mountain's cash flow from operations is
required for debt service. Management believes that cash flow from operations in
conjunction with borrowings from existing and possible future credit facilities
will be sufficient for the foreseeable future to meet debt service requirements
and to make possible future acquisitions and capital expenditures. However,
there can be no assurance in this regard, and Iron Mountain's leverage could
make it vulnerable to a downturn in the operating performance of its
subsidiaries, a downturn in economic conditions or, because borrowings under the
Credit Agreement bear interest at rates which fluctuate, increases in interest
rates on borrowings under the Credit Agreement. If such cash flow were not
sufficient to meet such debt service requirements or payments of principal, Iron
Mountain could be required to sell additional equity securities, refinance its
obligations or dispose of assets in order to make such scheduled payments. There
can be no assurance that Iron Mountain would be able to effect any of such
transactions or do so on favorable terms.
Casualty
Iron Mountain currently maintains and intends to continue to maintain,
to the extent such insurance is available on commercially reasonable terms,
comprehensive liability, fire, flood and earthquake (where appropriate) and
extended coverage insurance with respect to the properties that it now owns or
leases or that it may in the future own or lease, with customary limits and
deductibles. Certain types of loss, however, may not be fully insurable on a
cost-effective basis, such as losses from earthquakes, or may be altogether
uninsurable, such as losses from riots. Iron Mountain has in the past suffered
damages and losses from an earthquake and a riot in California, which damages
and losses were substantially covered by insurance. In March 1997, Iron Mountain
experienced three fires, all of which authorities have determined were caused by
arson and which resulted in extensive damage to one and destruction of the
Company's other records management facility in South Brunswick Township, New
Jersey. Iron Mountain has filed several insurance claims related to the South
Brunswick fires, including a significant claim under its business interruption
insurance policy. Some of the Company's customers or their insurance carriers
have asserted claims or filed lawsuits as a consequence of the destruction of or
damage to their records due to the fires. The Company is a defendant in three
such lawsuits. The outcome of these claims and proceedings cannot be predicted.
Based on its present assessment of the situation, after consultation with legal
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<PAGE>
counsel, management does not believe that the outcome of these claims and
lawsuits will have a material adverse effect on Iron Mountain's financial
condition or results of operations, although there can be no assurance in this
regard.
In the future, should uninsured losses or damages occur, Iron Mountain
could lose both its investment in and anticipated profits and cash flow from the
affected property and may continue to be obligated on any leasehold obligations,
mortgage indebtedness or other obligations related to such property. As a
result, any such loss could materially adversely affect Iron Mountain.
History of Losses; EBITDA Objective
Iron Mountain has a history of experiencing net losses applicable to
common stockholders. Such net losses are attributable in part to significant
non-cash charges associated with Iron Mountain's pursuit of its growth strategy,
namely, (i) depreciation and amortization expenses associated with expansion of
Iron Mountain's storage capacity and (ii) goodwill amortization associated with
acquisitions accounted for under the purchase method. In addition, net income
applicable to common stockholders has been negatively affected by a charge for
accretion of a redeemable put warrant and, in 1996, by an extraordinary charge
related to the early retirement of debt. The put warrant was redeemed in
February 1996, upon completion of Iron Mountain's initial public offering.
Iron Mountain's primary financial objective is to increase its earnings
before interest, taxes, depreciation, amortization and extraordinary items
("EBITDA"), which is a source of funds to service indebtedness and for
investment in continued internal growth and growth through acquisitions, and not
net income and net income applicable to common stockholders. Iron Mountain has
benefited from growth in EBITDA, while net losses applicable to common
stockholders have increased over such period. Based on its experience in the
records management industry, Iron Mountain believes that EBITDA is an important
tool for measuring the performance of records management companies (including
potential acquisition targets) in several areas, such as liquidity, operating
performance and leverage. In addition, lenders use EBITDA as a criterion in
evaluating records management companies, and Iron Mountain's financing
agreements contain covenants in which EBITDA is used as a measure of financial
performance. Other measures of Iron Mountain's financial performance, such as
net income and net income applicable to common stockholders, have been
negatively affected by pursuit of Iron Mountain's objective to increase EBITDA
and may be negatively affected in the future. In addition, execution of Iron
Mountain's growth strategy could result in future net losses due to increased
interest expense associated with borrowings under the Credit Agreement and
possible future credit arrangements and increased depreciation and amortization
expenses.
Anti-Takeover Effect of Certain Provisions of Iron Mountain's Certificate of
Incorporation, By-Laws and the Notes Indentures
Certain provisions of Iron Mountain's Amended and Restated Certificate
of Incorporation (the "Restated Certificate") and Iron Mountain's By-Laws (the
"By-Laws") could have the effect of making it more difficult for a third party
to acquire, or discouraging a third party from acquiring, a majority of the
outstanding capital stock of Iron Mountain and could make it more difficult to
consummate certain types of transactions involving an actual or potential change
in control of Iron Mountain, such as a merger, tender offer or proxy contest.
The Restated Certificate also provides for three classes of Directors, as equal
in number as possible, to be elected on a staggered basis (one class per year).
As a result of such a provision, it would generally require at least two
elections of the Iron Mountain Board of Directors (the "Iron Mountain Board") to
replace a majority of the members of the Iron Mountain Board, thereby enabling
existing management to exercise significant control over Iron Mountain's affairs
during such period. Pursuant to the Restated Certificate, shares of preferred
stock, $.01 par value per share (the "Preferred Stock") may be issued in the
future without further stockholder approval and upon such terms and conditions,
and having such rights, privileges and preferences (including the right to vote
and the right to convert into Common Stock), as the Iron Mountain Board may
determine. Pursuant to the By-Laws, approximately 4 million shares of Common
Stock that were issued by the Company in five acquisitions are subject to
restrictions on transfer for varying periods of time, all of which expire by
January 1999. A significant portion of such shares are held by affiliates.
Iron Mountain currently has outstanding $165,000,000 in aggregate
principal amount of 10 1/8% Senior Subordinated Notes due 2006 issued in October
1996 (the "1996 Notes") and $250,000,000 in aggregate principal amount of 8 3/4%
Senior
8
<PAGE>
Subordinated Notes due 2009 issued in October 1997 (the "1997 Notes;" and
collectively with the 1996 Notes, the "Senior Subordinated Notes"). Under
certain circumstances relating to a change of control of Iron Mountain (a
"Change of Control") as set forth in the indentures for the Senior Subordinated
Notes (the "Notes Indentures"), Iron Mountain will be required to make an offer
to purchase all of the outstanding Senior Subordinated Notes at a purchase
price, in cash, equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, to the date of purchase. There can be no assurance that
Iron Mountain would be able to obtain such funds through a refinancing of the
Senior Subordinated Notes to be purchased or otherwise, or that the purchase
would be permitted under the Credit Agreement. Also, the requirement that Iron
Mountain make an offer to purchase all of the Senior Subordinated Notes then
outstanding in the event of a Change of Control may have the effect of deterring
a third party from effecting a transaction that would constitute a Change of
Control.
Control by Principal Stockholders
The voting power held by certain large stockholders of Iron Mountain
may have the effect of discouraging certain types of transactions involving an
actual or potential change of control of Iron Mountain, including transactions
in which the holders of Common Stock might otherwise receive a premium for their
shares over then-current market prices. In addition, as a result of such voting
power such stockholders have the ability to significantly affect the election of
Directors of Iron Mountain who, in turn, control the management and affairs of
Iron Mountain.
Environmental Matters
As of September 30, 1997, Iron Mountain owned or leased over 150
records management facilities. Under various federal, state and local
environmental laws, ordinances and regulations ("Environmental Laws"), an owner
of real estate or a lessee conducting operations thereon may become liable for
the costs of investigation, removal or remediation of soil and groundwater
contaminated by certain hazardous substances or wastes or petroleum products.
Certain such laws impose cleanup responsibility and liability without regard to
whether the owner or operator of the real estate or operations thereon knew of
or was responsible for the contamination, and whether or not operations at the
property have been discontinued or title to the property has been transferred.
In addition, the presence of such substances, or the failure to properly
remediate such property, may adversely affect the current property owner's or
operator's ability to sell or rent such property or to borrow using such
property as collateral. The owner or operator of contaminated real estate also
may be subject to common law claims by third parties based on damages and costs
resulting from off-site migration of the contamination.
Certain Environmental Laws govern the removal, encapsulation or
disturbance of asbestos-containing materials ("ACMs"). Such laws may impose
liability for release of ACMs and may enable third parties to seek recovery from
owners or operators of real estate for personal injury associated with exposure
to such substances. Certain facilities operated by Iron Mountain contain or may
contain ACMs. In addition, certain of the properties formerly or currently owned
or operated by Iron Mountain were previously used for industrial or other
purposes that involved the use or storage of hazardous substances or petroleum
products or the generation and disposal of hazardous wastes, and in some
instances, included the operation of underground storage tanks ("USTs"). In
connection with its former and current ownership or operation of certain
properties, Iron Mountain may be potentially liable for environmental costs such
as those discussed above. Iron Mountain has from time to time conducted certain
environmental investigations and remedial activities at certain of its former
and current facilities, but an in-depth environmental review of all properties
has not yet been conducted by or on behalf of Iron Mountain.
Iron Mountain believes it is in substantial compliance with all
applicable material Environmental Laws. No assurance can be given that there
are, or as a result of possible future acquisitions there will be, no
environmental conditions for which Iron Mountain might be liable in the future
or that future regulatory action, as well as compliance with future
Environmental Laws, will not require Iron Mountain to incur costs for or at its
properties that could have a material adverse effect on Iron Mountain's
financial condition and results of operations.
No Intention to Pay Dividends
Iron Mountain has never declared or paid cash dividends on its capital
stock. Iron Mountain intends to retain future earnings for use in its business
and does not anticipate declaring or paying any cash dividends on shares of
Common Stock in
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the foreseeable future. In addition, Iron Mountain is currently restricted under
the terms of the Credit Agreement and the Notes Indentures from declaring or
paying cash dividends on its Common Stock.
DESCRIPTION OF CAPITAL STOCK
The following description of the capital stock of Iron Mountain and
certain provisions of the Restated Certificate and the By-Laws is a summary and
is qualified in its entirety by reference to the Restated Certificate and the
By-Laws.
Iron Mountain's authorized capital stock consists of 100,000,000 shares
of Common Stock, 1,000,000 shares of nonvoting common stock, par value $.01 per
share (the "Nonvoting Common Stock"), and 2,000,000 shares of Preferred Stock.
No shares of Preferred Stock have been issued. There were 13,452,917 shares of
Common Stock held by 219 holders of record and no shares of Nonvoting Common
Stock issued and outstanding as of January 5, 1998.
Common Stock
The rights of holders of the Common Stock and the Nonvoting Common
Stock are identical in all respects except voting and convertibility.
Dividends. Holders of record of shares of Common Stock and Nonvoting
Common Stock on the record date fixed by the Iron Mountain Board are entitled to
receive such dividends as may be declared by the Iron Mountain Board out of
funds legally available for such purpose. No dividends may be declared or paid
in cash or property on any share of either class, however, unless simultaneously
the same dividend is declared or paid on each share of the other class. In the
case of any stock dividend, holders of each class are entitled to receive the
same percentage dividend (payable in shares of that class) as the holders of the
other class.
Iron Mountain is currently restricted under the terms of the Credit
Agreement and the Notes Indentures from paying cash dividends on the Common and
Nonvoting Common Stock. Even if funds were to be available, Iron Mountain does
not intend to pay dividends in the foreseeable future.
Voting Rights. Except as otherwise required by law, on each matter
submitted for a vote of stockholders, holders of shares of Common Stock are
entitled to one vote per share and holders of Nonvoting Common Stock are not
entitled to vote.
Under the Restated Certificate, the vote of holders of at least 80% of
the voting power of all outstanding shares of capital stock entitled to vote
generally in the election of Directors, voting together as a single class (the
"Voting Power"), is required for the amendment or repeal of, or the adoption of
any provision inconsistent with, provisions of the Restated Certificate
establishing a classified Board of Directors. The vote of holders of at least
662/3% of such Voting Power is required for the amendment or repeal of, or the
adoption of any provision inconsistent with, provisions of the Restated
Certificate authorizing the Preferred Stock, Common Stock and Nonvoting Common
Stock or specifying the terms of the Common Stock and the Nonvoting Common Stock
(including any amendment to increase any shares of authorized capital stock).
Certain other provisions also require such a 662/3% vote. See "DGCL and Certain
Provisions of the Restated Certificate and the By-Laws." There are no cumulative
voting rights in the election of the Board of Directors of the Company.
Conversion Provisions. Shares of Nonvoting Common Stock are
convertible, at any time at the option of the holder, on a share-for-share basis
into shares of Common Stock without the payment of any additional consideration;
provided that the conversion of any shares of Nonvoting Common Stock by a "bank
holding company" under the Bank Holding Company Act of 1956, as amended, or an
affiliate thereof is prohibited if the conversion of the total number of shares
of Nonvoting Common Stock held by such holder would cause it to be in violation
of such Act.
Liquidation Rights. Upon liquidation, dissolution or winding-up of Iron
Mountain, the holders of Common Stock and Nonvoting Common Stock are entitled to
share ratably (based on the number of shares held) in all assets available for
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distribution after payment in full of creditors and payment in full to any
holders of Preferred Stock then outstanding of any amount required to be paid
under the terms of such Preferred Stock.
Other Provisions. The outstanding shares of Common Stock and Nonvoting
Common Stock are validly issued, fully paid and nonassessable. In any merger,
consolidation or business combination, holders of each class will receive
identical consideration, except that in any such transaction in which shares of
stock are distributed, such shares may differ as to voting rights to the extent
that voting rights now differ between the two classes. Neither class may be
subdivided, consolidated, reclassified or otherwise changed unless,
concurrently, the other class is subdivided, consolidated, reclassified or
otherwise changed in the same proportion and in the same manner.
The Transfer Agent and Registrar for the Common Stock is Boston
Equiserve Limited Partnership, 150 Royall Street, Canton, Massachusetts 02021
(telephone number (781) 575-2000).
The Iron Mountain Board has the power to issue shares of authorized but
unissued Common Stock and Nonvoting Common Stock without further stockholder
action. The holders of Common Stock and Nonvoting Common Stock are not entitled
to preemptive or subscription rights. The issuance of such unissued shares could
have the effect of diluting the earnings per share and book value per share of
currently outstanding shares of Common Stock.
Preferred Stock
The authorized and unissued shares of Preferred Stock may be issued
with such designations, preferences, limitations and relative rights as the Iron
Mountain Board may authorize including, but not limited to: (i) the distinctive
designation of each series and the number of shares that will constitute such
series; (ii) the voting rights, if any, of shares of such series; (iii) the
dividend rate on the shares of such series, any restriction, limitation or
condition upon the payment of such dividends, whether dividends shall be
cumulative, and the dates on which dividends are payable; (iv) the prices at
which, and the terms and conditions on which, the shares of such series may be
redeemed, if such shares are redeemable; (v) the purchase or sinking fund
provisions, if any, for the purchase or redemption of shares of such series;
(vi) any preferential amount payable upon shares of such series in the event of
the liquidation, dissolution or winding-up of Iron Mountain or the distribution
of its assets; and (vii) the price or rates of conversion at which, and the
terms and conditions on which the shares of such series may be converted into
other securities, if such shares are convertible. Although Iron Mountain has no
present intention to issue shares of Preferred Stock, the issuance of Preferred
Stock, or the issuance of rights to purchase such shares, could discourage an
unsolicited acquisition proposal and the rights of holders of Common Stock will
be subject to, and may be adversely affected by, the rights of holders of any
Preferred Stock that may be issued in the future.
DGCL AND CERTAIN PROVISIONS OF THE RESTATED CERTIFICATE
AND THE BY-LAWS
The Restated Certificate and the By-Laws contain certain provisions
that could delay or make more difficult the acquisition of Iron Mountain by
means of a tender offer, a proxy contest or otherwise. These provisions, as
described below, are expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to
acquire control of Iron Mountain first to negotiate with Iron Mountain. Iron
Mountain believes that the benefits of increased protection of its ability to
negotiate with the proponent of an unfriendly or unsolicited proposal to acquire
or restructure Iron Mountain outweigh the disadvantages of discouraging such
proposals because, among other things, negotiations with respect to such
proposals could result in an improvement of their terms.
Classified Board of Directors
The Restated Certificate and the By-Laws provide for a Board of
Directors that is divided into three classes of Directors, as nearly equal in
number as possible, with the term of each class expiring in a different year.
The By-Laws provide that the number of Directors will be fixed from time to time
exclusively by the Iron Mountain Board, but shall consist of not more than 15
nor less than three Directors. The classified Iron Mountain Board is intended to
promote continuity and stability
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of Iron Mountain's management and policies since a majority of the Directors at
any given time will have prior experience as Directors of Iron Mountain. Such
continuity and stability facilitates long-range planning of Iron Mountain's
business and ensures the quality of its business operations. The classification
of Directors has the effect of making it more difficult to change the
composition of the Iron Mountain Board. At least two annual stockholder
meetings, instead of one, would be required to effect a change in the majority
control of the Iron Mountain Board, except in the event of vacancies resulting
from removal (in which case the remaining Directors will fill the vacancies so
created). See "--Removal of Directors; Filling Vacancies on the Iron Mountain
Board."
Removal of Directors; Filling Vacancies on the Iron Mountain Board
The Restated Certificate and Iron Mountain By-Laws provide that an Iron
Mountain Director may be removed by the stockholders only for cause at any time
during such Director's term of office by affirmative vote of the holders of at
least 80% of the Voting Power.
The By-Laws and the Restated Certificate both provide that a vacancy on
the Iron Mountain Board, including a vacancy created by an increase in the size
of the Iron Mountain Board by the Directors, may be filled by a majority of the
remaining Directors or by a sole remaining Director, or if no Directors remain,
then by the stockholders. The Restated Certificate also provides that any
Director elected by the Iron Mountain Board to replace another Director of a
given class of Directors will hold office until the next election of such class
of Directors. These provisions are to ensure that a third party would be
precluded from removing incumbent Directors and simultaneously gaining control
of the Iron Mountain Board by filling the vacancies created by such removal with
its own nominees. Moreover, even if the holders of the outstanding Common Stock
were to vote to remove Directors for cause, only the remaining Directors would
have the power to fill the vacancies created by such removal, unless such vote
provided for the removal of the entire Iron Mountain Board for cause.
Amendment of Certain Provisions of the Restated Certificate and the By-Laws
The Restated Certificate and the By-Laws contain provisions requiring
the affirmative vote of the holders of at least 662/3% of the Voting Power to
amend certain provisions of the Restated Certificate and the By-Laws. This
supermajority voting provision also applies to (i) the provisions of the
Restated Certificate authorizing Iron Mountain to release its Directors from any
liability for monetary damages as a result of any breach of their fiduciary
duties, with certain exceptions mandated by the DGCL, and (ii) the provisions
allowing for the indemnification of officers and Directors of Iron Mountain. The
Restated Certificate provides that the By-Laws may be amended only by a majority
of the full Iron Mountain Board or by the stockholders holding at least 662/3%
of the Voting Power. The DGCL provides that by-laws may not be amended by a
corporation's Board of Directors unless the corporation's certificate of
incorporation expressly authorizes such amendments by the Board of Directors;
the Restated Certificate includes such a provision. Under the Restated
Certificate, at least 80% of the Voting Power is required to approve amendments
to those provisions of the Restated Certificate or Iron Mountain By-Laws
establishing a classified Board, specifying notice requirements for stockholder
nominations of Directors or business to be brought by a stockholder before an
annual meeting and limiting the rights of stockholders to remove Directors or
fill vacancies on the Iron Mountain Board, to call special meetings or to effect
actions by written consent.
Stockholder Actions and Meetings
Iron Mountain's Restated Certificate provides that stockholder action
may be taken only at an annual or special meeting of stockholders and prohibits
stockholders action by written consent in lieu of a meeting. The Restated
Certificate and Iron Mountain By-Laws provide that special meetings of
stockholders can be called by the Chairman of the Board of Directors, if any, or
the Iron Mountain Board pursuant to a resolution approved by a majority of the
members of the Iron Mountain Board. The business permitted to be conducted at
any special meeting of stockholders is limited to the business brought before
the meeting by the Iron Mountain Board. The By-Laws set forth an advance notice
procedure with regard to the nomination, other than by or at the direction of
the Iron Mountain Board, of candidates for election as directors and with regard
to business brought before an annual meeting of stockholders of Iron Mountain.
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Delaware Anti-Takeover Statute
Subject to certain exceptions set forth therein, Section 203 of the
DGCL provides that a corporation shall not engage in any business combination
with any "interested stockholder" for a three-year period following the date
that such stockholder becomes an interested stockholder unless (i) prior to such
date, the board of directors of the corporation approved either the business
combination or the transaction that resulted in the stockholder becoming an
interested stockholder, (ii) upon consummation of the transaction that resulted
in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced (excluding certain shares) or
(iii) on or subsequent to such date, the business combination is approved by the
board of directors of the corporation and by the affirmative vote of at least
662/3% of the outstanding voting stock which is not owned by the interested
stockholder. Except as specified therein, an interested stockholder is defined
to mean any person that (a) is the owner of 15% or more of the outstanding
voting stock of the corporation or (b) is an affiliate or associate of the
corporation and was the owner of 15% or more of the outstanding voting stock of
the corporation at any time within three years immediately prior to the relevant
date, or any affiliate or associate of such person referred to in (a) or (b) of
this sentence. Under certain circumstances, Section 203 of the DGCL makes it
more difficult for an interested stockholder to effect various business
combinations with a corporation for a three-year period, although the
stockholders may, by adopting an amendment to the corporation's certificate of
incorporation or by-laws, elect not to be governed by this section, effective
twelve months after adoption. The Restated Certificate and the By-Laws do not
exclude Iron Mountain from the restrictions imposed under Section 203 of the
DGCL. It is anticipated that the provisions of Section 203 of the DGCL may
encourage companies interested in acquiring Iron Mountain to negotiate in
advance with the Iron Mountain Board.
LEGAL MATTERS
The validity of the shares of Common Stock offered by this Prospectus
have been passed upon for the Company by Sullivan & Worcester LLP, Boston,
Massachusetts. Jas. Murray Howe, Secretary of Iron Mountain, is of counsel to
Sullivan & Worcester LLP and beneficially owns 3,855 shares of Common Stock.
EXPERTS
The consolidated financial statements and schedule of Iron Mountain
Incorporated and its subsidiaries for the three years ended December 31, 1996,
included in Iron Mountain's Annual Report on Form 10-K, have been audited by
Arthur Andersen LLP, independent public accountants, as stated in their reports
with respect thereto, and are incorporated by reference herein in reliance upon
the authority of said firm as experts in giving said reports.
The financial statements of Nashville Vault Company, Ltd. for the year
ended December 31, 1995, included in Iron Mountain's Registration Statement on
Form S-4 (file No. 333-24635, effective date May 14, 1997), have been audited by
Geo. S. Olive & Co. LLC, independent public accountants, as stated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in giving said report.
The financial statements of International Record Storage and Retrieval
Services, Inc. for the year ended December 31, 1995, included in Iron Mountain's
Registration Statement on Form S-4 (file No. 333-24635, effective date May 14,
1997), have been audited by Rothstein, Kass & Company, P.C., independent public
accountants, as stated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
The financial statements of Mohawk Business Record Storage, Inc. for
the year ended December 31, 1995, included in Iron Mountain's Registration
Statement on Form S-4 (file No. 333-24635, effective date May 14, 1997), have
been audited by Arthur Andersen LLP, independent public accountants, as stated
in their report with respect thereto, and are incorporated by reference herein
in reliance upon the authority of said firm as experts in giving said report.
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The financial statements of Security Archives of Minnesota for the year
ended December 31, 1996, included in Iron Mountain's Current Report on Form 8-K
dated October 30, 1997, have been audited by Arthur Andersen LLP, independent
public accountants, as stated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
The financial statements of Wellington Financial Services, Inc. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K dated October 30, 1997, have been audited by Arthur Andersen LLP,
independent public accountants, as stated in their report with respect thereto,
and are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.
The financial statements of Allegiance Business Archives, Ltd. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K dated November 25, 1997, have been audited by Stout, Causey & Horning, P.A.,
independent public accountants, as stated in their report with respect thereto,
and are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.
The financial statements and schedule of Safesite Records Management
Corporation for the three years ended December 31, 1996, included in Iron
Mountain's Registration Statement on Form S-4 (file no. 333-24635, effective
date May 14, 1997), have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
The financial statements of Concorde Group, Inc. and Neil Trucker Trust
for the year ended December 31, 1996, included in Iron Mountain's Current Report
on Form 8-K dated October 30, 1997, have been audited by Fisher, Schacht &
Oliver LLP, independent public accountants, as stated in their report with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
The financial statements of Data Securities International, Inc. for the
year ended December 31, 1996, included in Iron Mountain's Current Report on Form
8-K dated October 30, 1997, have been audited by Arthur Andersen LLP,
independent public accountants, as stated in their report with respect thereto,
and are incorporated by reference herein in reliance upon the authority of said
firm as experts in giving said report.
The financial statements of Records Retention/FileSafe, LP for the two
years ended December 31, 1996, included in Iron Mountain's Current Report on
Form 8-K dated November 25, 1997, have been audited by Abbott Stringham & Lynch,
independent public accountants, as stated in their report with respect thereto,
and are incorporated by reference herein in reliance upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of HIMSCORP, Inc. and
Subsidiaries for the period February 1, 1995 to December 31, 1995 and for the
year ended December 31, 1996, appearing in Iron Mountain's Current Reports on
Form 8-K dated October 30, 1997 and November 25, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
included therein, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
The consolidated financial statements of Arcus Technology Services,
Inc. (Successor Company) for the year ended December 31, 1996 and the five
months ended December 31, 1995 and the consolidated financial statements of
Arcus, Inc. (Predecessor Company) for the seven months ended July 31, 1995 and
the year ended December 31, 1994, appearing in Iron Mountain's Current Reports
on Form 8-K dated October 30, 1997 and November 25, 1997, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their reports thereon
included therein, and incorporated by reference herein in reliance upon the
authority of such firm as experts in accounting and auditing.
The consolidated financial statements of Arcus Group, Inc. for the two
years in the period ended December 31, 1996, appearing in Iron Mountain's
Current Reports on Form 8-K dated October 30, 1997 and November 25, 1997, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein, and incorporated by reference herein in
reliance upon the authority of such firm as experts in accounting and auditing.
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The consolidated financial statements of Arcus Group, Inc. for the year
ended December 31, 1994, included in Iron Mountain's Current Report on Form 8-K
dated November 25, 1997, have been audited by Arthur Andersen LLP, independent
public accountants, as stated in their report with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said report.
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No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained in this Prospectus and, if
given or made, such information or representations must not be relied upon as
having been authorized by the Company or any underwriters, agents or dealers.
This Prospectus does not constitute an offer to sell or solicitation of an offer
to buy securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an implication that
there has been no change in the affairs of the Company and its subsidiaries
since the date hereof or the information contained or incorporated by reference
herein is correct at any time subsequent to the date hereof.
TABLE OF CONTENTS
Page
Available Information 2
Incorporation of Certain Documents by Reference 2
The Company 3
Selected Consolidated Financial and Operating Information 4
Risk Factors 6
Description of Capital Stock 10
DGCL and Certain Provisions of the
Restated Certificate and the By-laws 11
Legal Matters 13
Experts 13
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