As filed with the Securities and Exchange Commission on August 3, 1998
Registration No. 333-44187
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 4226 04-3107342
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
745 ATLANTIC AVENUE, BOSTON, MA 02111
(617) 357-4455
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
--------------------
C. Richard Reese
Chairman of The Board of
Directors and Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, MA 02111
(617) 357-4455
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------
Copy to:
Susan Forest Barrett, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
(617) 338-2800
Approximate date of commencement of proposed sale to the public: From
time to time as soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price Per Share Aggregate Offering Price Registration Fee
- ---------------------------------- ----------------- ---------------------------- ---------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, 1,337,164 (1) (2) (2) (2)
Par Value $.01 per share
================================== ================= ============================ ============================ ==================
<FN>
(Footnotes provided on following page)
</FN>
</TABLE>
----------------------
If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this Registration
Statement changes, the provisions of Rule 416 shall apply to this Registration
Statement.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant will
file a further amendment which specifically states that the Registration
Statement will thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement will
become effective on such date as the Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
(1) The amount of shares of Common Stock to be registered was calculated
by subtracting the 325,672 shares of Common Stock issued by the
Company in connection with an acquisition from the 1,000,000 shares of
Common Stock registered pursuant to the initial filing. The remaining
674,328 shares of Common Stock were then adjusted to reflect the
Company's three for two stock split effected in the form of a dividend
on the Company's Common Stock, which resulted in 1,011,492 shares. The
initial 325,672 shares issued in connection with an acquisition by the
Company were then added to the 1,011,492 shares for a total of
1,337,164 shares of Common Stock to be registered.
(2) The information relating to offering price and amount of registration
fee are left blank as no fee is required because no new shares are
being registered.
<PAGE>
Registration No. 333-44187
PROSPECTUS
1,337,164 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 1,337,164 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.
2
<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.
3
<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
-------- ------- ------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated Statements of Operations Data:
Revenues:
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
As of December 31, September 30,
--------------------------------------------------------
1992 1993 1994 1995 1996 1997
---------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Consolidated Balance Sheet Data:
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
6
<PAGE>
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 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
7
<PAGE>
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 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
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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 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
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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 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,
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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
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.
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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 ByLaws 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 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
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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.
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.
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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.
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,
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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.
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 12
Legal Matters 13
Experts 14
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides, in effect, that any person made a party to any action by reason of the
fact that he is or was a Director, officer, employee or agent of Iron Mountain
may and, in certain cases, must be indemnified by Iron Mountain against, in the
case of a non-derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorney's fees) incurred by him as a result
of such action, and in the case of a derivative action, against expenses
(including attorney's fees), if in either type of action he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of Iron Mountain. This indemnification does not apply, in a derivative
action, to matters as to which it is adjudged that the Director, officer,
employee or agent is liable to Iron Mountain, unless upon court order it is
determined that, despite such adjudication of liability, but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
expenses, and, in a non-derivative action, to any criminal proceeding in which
such person had reasonable cause to believe his conduct was unlawful.
Article Sixth of Iron Mountain's Restated Certificate of Incorporation
provides that Iron Mountain shall indemnify each person who is or was an officer
or Director of Iron Mountain to the fullest extent permitted by Section 145 of
the DGCL.
Article Seventh of Iron Mountain's Restated Certificate of
Incorporation states that no Director of Iron Mountain shall be liable to Iron
Mountain or its stockholders for monetary damages for breach of fiduciary duty
as a Director, except to the extent that exculpation from liability is not
permitted under the DGCL as in effect when such breach occurred.
Item 21. Exhibits
Exhibits indicated below are incorporated by reference to documents of
Iron Mountain on file with the Commission. Exhibit numbers in parentheses refer
to the exhibit numbers in the applicable filing. All other exhibits are filed
herewith.
<TABLE>
<CAPTION>
Exhibit No. Item Exhibit
<S> <C> <C>
2.1 Agreement and Plan of Merger, dated as of September (2.2)7
26, 1997, by and among Iron Mountain, Arcus Group,
United Acquisition Company and Arcus (collectively,
the "Arcus Parties")
2.1A Amendment No. 1 to Agreement and Plan of Merger, (2.1A)9
dated as of November 25, 1997, by and among Iron
Mountain and each of the Arcus Parties
2.2 Agreement and Plan of Merger, dated as of February 19, (2)3
1997, by and among Iron Mountain, IM-1 Acquisition
Corp. and Safesite Records Management Corporation
2.3 Amendment No. 1 to Agreement and Plan of Merger, (2A)5
dated as of April 1, 1997, by and among Iron Mountain,
IM-1 Acquisition Corp. and Safesite Records
Management Corporation
II-1
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2.4 Amendment No. 2 to Agreement and Plan of Merger, (2B)5
dated as of May 7, 1997, by and among Iron Mountain,
IM-1 Acquisition Corp. and Safesite Records
Management Corporation
2.5 Agreement and Plan of Merger, dated as of August 25, (2.3)7
1997, by and among Iron Mountain, DSI Acquisition
Corporation and Data Securities International, Inc.
2.6 Agreement and Plan of Merger, dated as of September (2.2)8
17, 1997, by and among Iron Mountain, IM-3
Acquisition Corp. and HIMSCORP, Inc.
2.7 Agreement and Plan of Merger, dated as of February 24, (2.7)13
1998, by and among Iron Mountain, IM-3 Acquisition
Corp. and InterMation, Inc. (portions of this exhibit have
been omitted pursuant to a request for confidential
treatment)
2.8 The Agreement and Plan of Merger by and among Iron (2.1)14
Mountain Records Management, Inc., Iron
Mountain/NUS, Inc. and National Underground Storage,
Inc. dated as of June 5, 1998. (portions of this exhibit
have been omitted pursuant to a request for confidential
treatment)
3.1 Amended and Restated Certificate of Incorporation of (3.1)10
Iron Mountain, as amended
3.2 Amended and Restated By-Laws of Iron Mountain, as (3.2)10
amended
5 Opinion of Sullivan & Worcester LLP (5)11
10.1 Second Amended and Restated Credit Agreement, dated (10.1)7
as of September 26, 1997, among Iron Mountain, the
lenders party thereto and The Chase Manhattan Bank, as
Administrative Agent
10.2 Amendment No. 1 to the Second Amended and Restated Filed herewith
Credit Agreement, dated December 31, 1997, among as Exhibit 10.2
Iron Mountain, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent
10.3 Indenture for 101/8 Senior Subordinated Notes due 2006 (10.3)3
by and among Iron Mountain, certain of its subsidiaries
and First National Association, as trustee, dated October
1, 1996
10.4 Indenture of 8 3/4% Senior Subordinated Notes due 2009 (4.1)6
by and among Iron Mountain, certain of its subsidiaries
and The Bank of New York, as trustee, dated October 24,
1997
10.5 Iron Mountain Incorporated 1995 Stock Incentive Plan, as (10.1)4
amended
II-2
<PAGE>
10.6 Iron Mountain/UAC 1995 Stock Option Plan (10.1)12
10.7 Iron Mountain/ATSI 1995 Stock Option Plan (10.2)12
10.8 Iron Mountain Incorporated 1998 Employee Stock Filed herewith
Purchase Plan as Exhibit 10.8
10.9 Record Center Storage Services Agreement between (10.18)1
IMRM and Resolution Trust Corporation, dated July 31,
1992, as renewed by letter agreement effective July
26, 1996 between Iron Mountain and the Federal Deposit
Insurance Corporation
10.10 Lease between IMRM and IM Houston (CR) Limited (10.19)1
Partnership, dated January 1, 1991
10.11 Asset Purchase and Sale Agreement, dated July 11, 1996, (10.20)2
among IMRM, The Fortress Corporation and certain
subsidiaries
10.12 Asset Purchase Agreement, dated as of September 6, (10.23)2
1996, among IMRM, Mohawk Business Record Storage,
Inc., Michael M. Rabin, Richard K. Rabin, Herman
Ladin and Sidney Ladin
10.13 Amended and Restated Registration Rights Agreement (10.2)4
between Iron Mountain and certain Stockholders, dated as
of June 12, 1997
10.14 Joinder to Registration Rights Agreement, dated as of (10.12)9
October 31, 1997, by and between Iron Mountain and
Kent P. Dauten
10.15 Stockholders' Agreement, dated September 17, 1997, by (10.13)10
and between Iron Mountain and Kent P. Dauten
10.16 Stockholders' Agreement, dated as of February 19, 1997 (10.20)3
by and between Iron Mountain and certain stockholders
of Safesite Records Management Corporation
10.17 Asset Purchase and Sale Agreement, dated March 12, (10.22)5
1997, by and among IMRM, Chicago Data Destruction
Corporation, and John Mengel and John S. Mengel
10.18 Asset Purchase and Sale Agreement, dated as of August (10.2)7
20, 1997, by and between IMRM and Records
Retention/FileSafe, L.P.
10.19 Stockholders' Agreement, dated as of September 26, (10.16)9
1997, by and among Iron Mountain and certain
stockholders of the Arcus Parties
11 Statement re: computation of per share earnings (11)7
21 Subsidiaries of Iron Mountain Filed herewith
as Exhibit 21
II-3
<PAGE>
23.1 Consent of Ernst & Young LLP (Arcus Group, Inc. and (23.1)11
Arcus Technology Services, Inc.
23.2 Consent of Arthur Andersen LLP (Arcus Group, Inc.) (23.2)11
23.3 Consent of Ernst & Young LLP (HIMSCORP, Inc. and (23.3)11
Subsidiaries)
23.4 Consent of Stout, Causey & Horning, P.A. (Allegiance (23.4)11
Business Archives, Ltd.)
23.5 Consent of Abbott, Stringham & Lynch (Records (23.5)11
Retention/FileSafe, LP)
23.6 Consent of Arthur Andersen LLP (Security Archives of (23.6)11
Minnesota, Wellington Financial Services, Inc. and Data
Securities International, Inc.)
23.7 Consent of Fisher, Schacht & Oliver, LLP (Concorde (23.7)11
Group, Inc. and Neil Tucker Trust)
23.8 Consent of Arthur Andersen LLP (Safesite Records (23.8)11
Management Corporation and Mohawk Business Record
Storage, Inc.)
23.9 Consent of Geo S. Olive & Co. LLC (Nashville Vault (23.9)11
Company, Ltd.)
23.10 Consent of Rothstein, Kass & Company, P.C. (23.10)11
(International Record Storage and Retrieval Service, Inc.)
23.11 Consent of Arthur Andersen LLP (Iron Mountain (23.11)11
Incorporated)
23.12 Consent of Sullivan & Worcester LLP (5)11
27.1 Financial Data Schedule--December 31, 1997 (27.1)12
27.2 Financial Data Schedule--Restated March 31, 1997, June (27.2)13
30, 1997 and September 30, 1997.
27.3 Financial Data Schedule--Restated June 30, 1996, (27.3)13
September 30, 1996 and December 31, 1996.
<FN>
- ----------------
1 Filed as an Exhibit to Iron Mountain's Registration Statement No.
33-99950 filed with the Commission on December 1, 1995.
2 Filed as an Exhibit to Iron Mountain's Registration Statement No.
333-10359 filed with the Commission on August 16, 1996.
3 Filed as an Exhibit to Iron Mountain's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, filed with the Commission, File
No. 0-27584.
4 Filed as an Exhibit to Iron Mountain's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996, filed with the Commission,
File No. 0-27584.
5 Filed as an Exhibit to Iron Mountain's Registration Statement No.
333-24635 filed with the Commission on April 4, 1997, as amended on May
7, 1997 and May 13, 1997.
6 Filed as an Exhibit to Iron Mountain's Current Report on Form 8-K dated
October 30, 1997, filed with the Commission, File No. 0-27584.
II-4
<PAGE>
7 Filed as an Exhibit to Iron Mountain's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, filed with the Commission,
File No. 0-27584.
8 Filed as an Exhibit to Iron Mountain's Current Report on Form 8-K/A
dated November 10, 1997, filed with the Commission, File No. 0-27584.
9 Filed as an Exhibit to Iron Mountain's Registration Statement No.
333-41045 filed with the Commission on November 26, 1997.
10 Filed as an Exhibit to Iron Mountain's Registration Statement No.
333-44185 filed with the Commission on January 13, 1998.
11 Filed as an Exhibit to Iron Mountain's Registration Statement No.
333-44187 filed with the Commission on January 13, 1998.
12 Filed as an Exhibit to Iron Mountain's Current Report on Form 8-K dated
March 9, 1998, filed with the Commission, File No. 0-27584.
13 Filed as an Exhibit to Iron Mountain's Annual Report on Form 10-K for
the year ended December 31, 1997, filed with the Commission, File No.
0-27584.
14 Filed as an Exhibit to Iron Mountain's Current Report on Form 8-K dated
July 10, 1998, filed with the Commission, File No. 0-27584.
</FN>
</TABLE>
Item 22. Undertakings
Iron Mountain hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Act of 1934, as amended (the "Exchange Act") that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering;
II-5
<PAGE>
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's Annual Report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the Registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form;
(6) That every prospectus: (i) that is filed pursuant to paragraph (4)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
Registration Statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
this Registration Statement through the date of responding to the request;
(8) To supply by means of a post-effective amendment, all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the Registration Statement when it became
effective.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to Directors, officers and controlling persons of Iron
Mountain, Iron Mountain has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Iron Mountain in the successful defense of any action, suit or
proceeding) is asserted by such Director, officer or controlling person in
connection with the securities being registered, Iron Mountain will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, Iron Mountain
Incorporated has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on August 3, 1998.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
Name: C. Richard Reese
Title: Chairman of the Board of Directors
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment No.
1 to the Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ C. Richard Reese Chairman of the Board of Directors August 3, 1998
C. Richard Reese and Chief Executive Officer
* President, Chief Operating Officer August 3, 1998
- ----------------------------------------
David S. Wendell and Director
* Executive Vice President and Chief Financial August 3, 1998
- ----------------------------------------
John F. Kenny, Jr. Officer
* Executive Vice President and Director August 3, 1998
- ----------------------------------------
Eugene B. Doggett
* Director August 3, 1998
- ----------------------------------------
Constantin R. Boden
* Director August 3, 1998
- ----------------------------------------
Arthur D. Little
* Director August 3, 1998
- ----------------------------------------
Vincent J. Ryan
* Director August 3, 1998
- ----------------------------------- ----
B. Thomas Golisano
II-7
<PAGE>
* Director August 3, 1998
- ----------------------------------------
Kent P. Dauten
* Director August 3, 1998
- ----------------------------------------
Clarke H. Bailey
* Vice President and Corporate Controller August 3, 1998
- ----------------------------------------
Jean A. Bua
<FN>
*By: /s/ C. Richard Reese
Attorney-in-Fact
</FN>
</TABLE>
II-8
Exhibit 10.2
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of December 31, 1997 among IRON MOUNTAIN
INCORPORATED, a corporation duly organized and validly existing under the laws
of the State of Delaware (the "Company"); each of the lenders listed on the
signature pages hereof under the caption "LENDERS" (individually, a "Lender" and
collectively, the "Lenders"); and THE CHASE MANHATTAN BANK, as administrative
agent for the Lenders (in such capacity, together with its successors and
assigns in such capacity, the "Agent").
The Company, the Lenders and the Agent are parties to a Second Amended
and Restated Credit Agreement dated as of September 26, 1997, as modified by a
Waiver dated as of December 31, 1997 (as in effect on the date hereof, the
"Credit Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit (by making loans and issuing letters of credit) by the
Lenders to the Company in an aggregate principal or face amount not exceeding
$250,000,000. The Company and the Lenders wish to amend the Credit Agreement in
certain respects. Accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment
No. 1, terms defined in the Credit Agreement are used herein as defined therein.
Section 2. Amendments. Subject to the execution and delivery hereof by
the Company, the Majority Lenders and the Agent, and the consent and agreement
hereto by the Subsidiary Guarantors, but effective as of the date hereof, the
Credit Agreement is hereby amended as follows:
A. General. References in the Credit Agreement to "this Agreement" (and
indirect references such as "hereunder" "hereby", "herein" and "hereof") shall
be deemed to be references to the Credit Agreement as amended hereby.
B. Definitions.
(a) Section 1.1 of the Loan Agreement shall be amended by adding the
following new definition thereto to read as follows:
"Acquired Debt" shall mean, with respect to the Company or any
Subsidiary, Indebtedness of any other Person, existing at the time such
other Person merged with or into or became a Subsidiary of the Company
or any Subsidiary thereof in connection with a Permitted Acquisition,
provided that (i) such Indebtedness was not created by such other
Person in contemplation of such acquisition and (ii) the aggregate
outstanding principal amount of such Indebtedness shall not at any time
exceed $7,500,000.
(b) The definition of "Permitted Indebtedness" in Section 1.1 of the
Credit Agreement shall be amended by (i) deleting the word "and" immediately
after the semicolon at the end of paragraph (viii) thereof, (ii) adding the word
"and" immediately after the semicolon at the end of paragraph (ix) thereof, and
(iii) adding a new paragraph (x) thereto to read as follows: "(x) Acquired Debt
of the Company or any Subsidiary;"
<PAGE>
-2-
C. Liens. Section 9.13 of the Credit Agreement shall be amended by
amending clause (iii) thereto in its entirety to read as follows:
(iii) (A) Liens contemplated by clauses (ii), (iv) and (v) of the
definition of Permitted Indebtedness; and (B) Liens securing Acquired
Debt, provided that such Liens cover only those assets that were
covered by such Liens prior to the relevant acquisition;
Section 3. Representations and Warranties. The Company represents and
warrants to the Lenders that, after giving effect to the Waiver dated as of even
date herewith among the Company, the Majority Lenders and the Agent, and
consented to by the Subsidiary Guarantors:
(a) no Default has occurred and is continuing; and
(b) the representations and warranties made by each of the Company and
the Subsidiary Guarantors in each Basic Document to which it is a party (other
than the representations and warranties set forth in Section 8.10 of the Credit
Agreement) are true on and as of the date hereof, with the same force and effect
as if made on and as of such date and as if each reference in the Basic
Documents to "this Agreement" or "the Credit Agreement" included reference to
this Amendment No. 1.
Section 4. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 1 may be executed in any number of counterparts, all of which taken together
shall constitute one and the same amendatory instrument and any of the parties
hereto may execute this Amendment No. 1 by signing any such counterpart. This
Amendment No. 1 shall be governed by, and construed in accordance with, the law
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and delivered as of the day and year first above written
THE COMPANY:
IRON MOUNTAIN INCORPORATED
By: /s/ J.P. Lawrence
Title: VP, Treasurer
<PAGE>
-3-
THE LENDERS:
THE CHASE MANHATTAN BANK
By: /s/ Carol A. Ulmer
Title: Vice President
BANKBOSTON, N.A.
By:
Title:
THE BANK OF NEW YORK
By: /s/ Thomas C. McCrohan
Title: Assistant Vice President
CIBC INC.
By: /s/ Colleen Risorto
Title: Executive Director
FLEET NATIONAL BANK
By:_________________________
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Vladimir Labun
Title: First Vice President - Manager
THE SUMITOMO BANK, LIMITED
By:_________________________
Title:
<PAGE>
-4-
UNION BANK OF CALIFORNIA, N.A.
By:_________________________
Title:
THE BANK OF NOVA SCOTIA
By:_________________________
Title:
HELLER FINANCIAL, INC.
By: /s/ Patrick Hayes
Title: Vice President
NATIONAL CITY BANK
By:_________________________
Title:
GIROCREDIT BANK AG DER
SPARKASSEN, GRAND CAYMAN
ISLAND BRANCH
By:_________________________
Title:
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK, as
Administrative Agent
By: /s/ Carol A. Ulmer
Title: Vice President
<PAGE>
-5-
CONSENTED TO AND AGREED:
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
IRON MOUNTAIN/SAFESITE, INC.
DATA SECURITIES INTERNATIONAL, INC.
IM-3 ACQUISITION CORP.
CRITERION PROPERTY, INC.
CRITERION ATLANTIC PROPERTY, INC.
HOLLYWOOD PROPERTY, INC.
IRON MOUNTAIN DATA PROTECTION
SERVICES, INC.
IRON MOUNTAIN CONSULTING SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF OHIO, INC.
METRO BUSINESS ARCHIVES, INC.
IM SAN DIEGO, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MARYLAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF FLORIDA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MISSOURI LLC
IRON MOUNTAIN RECORDS MANAGEMENT
OF BOSTON, INC.
IRON MOUNTAIN WILMINGTON, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MINNESOTA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF MICHIGAN, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
WISCONSIN, INC.
WILLAMETTE ARCHIVES, INC.
CRITICAL FILES SECURITY, INC.
IM EARHART, INC.
IM BILLERICA, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF SAN ANTONIO, INC.
IRON MOUNTAIN RECORDS MANAGEMENT
OF SAN ANTONIO-FP, INC.
IM-AEI ACQUISITION CORP.
ARCHIVES EXPRESS INCORPORATED
By: /s/ J.P. Lawrence
Title: VP, Treasurer
Exhibit 10.8
IRON MOUNTAIN INCORPORATED
1998 EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE
The purpose of this 1998 Employee Stock Purchase Plan (the "Plan") is
to provide employees of Iron Mountain Incorporated (the "Company") and its
Subsidiaries the opportunity to acquire a proprietary interest in the Company by
providing favorable terms for them to purchase its stock. This Plan is intended
to qualify as an employee stock purchase plan within
the meaning of Section 423 of the Code.
2. DEFINITIONS
(a) "Compensation" shall mean the amount reported (or to be reported)
in Box 1 of Form W-2, or its equivalent, increased by any salary reduction
elected pursuant to Sections 402(g) or 125 of the Code.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(d) "Committee" shall have the meaning set forth in Section 3.
(e) "Common Stock" shall mean the shares of the Company's common stock,
$0.01 par value per share.
(f) "Employee" shall mean any individual who is customarily employed
for more than twenty hours per week and more than five months in a calendar year
by the Company or any Subsidiary. The term Employee shall not include: (i) any
individual who is not a common law employee of the Company or a Subsidiary; (ii)
any Employee who owns, directly or indirectly, as of the Offering Date five
percent or more of the Company or a Subsidiary; and (iii) any Employee who is a
member of a collective bargaining unit with which the Company or a Subsidiary
has bargained in good faith with respect to participation in the Plan and as a
result of such bargaining the labor organization made an affirmative decision
not to participate in the Plan.
(g) "Exercise Date" shall, unless changed by the Committee, mean August
31, 1999 and each August 31 thereafter while the Plan remains in effect;
provided, however, that if August 31 is not a business day, the Exercise Date
shall be the business day immediately preceding August 31.
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
<PAGE>
-2-
(i) "Fair Market Value" shall be determined according to the following
rules: (i) if the Common Stock is not at the time listed or admitted to trading
on a stock exchange or the Nasdaq National Market, the fair market value shall
be the closing price of the Common Stock on the date in question in the
over-the-counter market, as such price is reported in a publication of general
circulation selected by the Board and regularly reporting the price of the
Common Stock in such market; provided, however, that if the price of the Common
Stock is not so reported, the fair market value shall be determined in good
faith by the Board, which may take into consideration (1) the price paid for the
Common Stock in the most recent trade of a substantial number of shares known to
the Board to have occurred at arm's length between willing and knowledgeable
investors, or (2) an appraisal by an independent party, or (3) any other method
of valuation undertaken in good faith by the Board, or some or all of the above
as the Board shall in its discretion elect; or (ii) if the Common Stock is at
the time listed or admitted to trading on any stock exchange or the Nasdaq
National Market, then the fair market value shall be the mean between the lowest
and highest reported sale prices (or the lowest reported bid price and the
highest reported asked price) of the Common Stock on the date in question on the
principal exchange on which the Common Stock is then listed or admitted to
trading. If no reported sale of Common Stock takes place on the date in question
on the principal exchange or the Nasdaq National Market, as the case may be,
then the reported closing sale price (or the reported closing asked price) of
the Common Stock on such prior date on the principal exchange or the Nasdaq
National Market, as the case may be, shall be determinative of fair market
value.
(j) "Insider" shall mean a person subject to Section 16 of the Exchange
Act.
(k) "Offering" shall mean any offering of Common Stock in accordance
with Section 7.
(l) "Offering Date" shall, unless changed by the Committee, mean
September 1, 1998 and each September 1 thereafter while the Plan remains in
effect; provided, however, that if September 1 is not a business day, the
Offering Date shall be the business day immediately preceding September 1.
(m) "Option" shall mean the right of a Participant to purchase Common
Stock pursuant to an Offering.
(n) "Option Price" shall have the meaning set forth in Section 8.
(o) "Optionee" shall mean any individual who has been granted an Option
that remains outstanding under the terms of any Offering or who owns Common
Stock as a result of an Offering.
(p) "Participant" shall mean an Employee who has in effect a payroll
deduction authorization in accordance with Section 6.
<PAGE>
-3-
(q) "Securities Act" shall mean the Securities Act of 1933, as amended.
(r) "Subsidiary" shall mean a corporation of which the Company owns,
directly or indirectly through an unbroken chain of ownership, fifty percent or
more of the total combined voting power of all classes of stock, whether or not
such corporation now exists or is hereafter organized or acquired by the Company
or a Subsidiary.
3. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board or, in the discretion of
the Board, a committee composed of at least two individuals who may be members
of the Board or employees of the Company or a Subsidiary (the "Committee"). In
the event that a vacancy on the Committee occurs on account of the resignation
of a member or the removal of a member by vote of the Board, a successor member
shall be appointed by vote of the Board. No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan. All references in the Plan to the "Committee" shall be understood to refer
to the Committee or the Board, whoever shall administer the Plan.
The Committee shall select one of its members as Chairman and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
Options granted thereunder shall be subject to the determination of the
Committee, which shall be final and binding.
The Committee shall have the authority, without the need for further
approval, to establish a different Offering Date and/or Exercise Date, to modify
the amount of time between an Offering Date and an Exercise Date and to increase
the number of Offerings in a year.
With respect to Insiders, transactions under the Plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successor under the
Exchange Act. To the extent any provision of the Plan or action by the Committee
fails to so comply, it shall be deemed to be modified so as to be in compliance
with such Rule, or, if such modification is not possible, it shall be deemed to
be null and void, to the extent permitted by law and deemed advisable by the
Committee.
4. OPTION SHARES
The total amount of Common Stock with respect to which Options may be
granted under the Plan shall not exceed in the aggregate 250,000 shares from
either authorized but unissued shares or treasury shares; provided, however,
that such aggregate number of shares shall be subject to adjustment in
accordance with Section 16. If any outstanding Option
<PAGE>
-4-
expires for any reason, or terminates by reason of the severance of employment
of the Participant or any other cause, or is surrendered, the shares of Common
Stock allocable to the unexercised portion of the Option may again be made
subject to an Option under the Plan.
5. ELIGIBILITY
An Employee shall be eligible to become a Participant in the Plan on
any Offering Date on which he is employed by the Company or a Subsidiary;
provided, however, that no Employee shall be granted an Option:
(i) if immediately after the grant the aggregate amount of
stock that he would own, or would be considered to own under Section
424(d) of the Code, or would hold outstanding options to purchase,
would represent five percent or more of the total combined voting power
or value of all classes of capital stock of the Company or of any
Subsidiary; or
(ii) that permits his right to purchase shares under all
employee stock purchase plans (within the meaning of Section 423 of the
Code) of the Company and its Subsidiaries to accrue at a rate that
exceeds $25,000 for any calendar year, determined by reference to the
Fair Market Value of the shares at the time the Option is granted.
6. PARTICIPATION
(a) An Employee may become a Participant in any future Offering by
completing an authorization for payroll deductions in connection with the
Offering at such time (prior to the Offering Date) and in such manner as the
Committee may prescribe. Payroll deductions pursuant to an authorization shall
commence with the payroll period in which the Offering Date occurs and shall end
with the last payroll completed prior to the Exercise Date for the Offering to
which the authorization applies, unless the authorization is sooner terminated
by the Participant as provided in Section 10. The Committee may provide that in
the case of the first Offering, payroll deductions shall commence with the first
payroll period ending after the initial Offering Date. All payroll deductions
shall be made on an after-tax basis.
(b) A Participant shall elect in his authorization for payroll
deduction to have deductions made from his Compensation on each payday in an
amount equal to a whole percentage of from one to fifteen percent of his
Compensation. All payroll deductions made for a Participant shall be credited to
a bookkeeping account maintained for him under the Plan. In no event shall
interest be paid to a Participant with respect to payroll deductions credited to
his account, whether such deductions are used in connection with the exercise of
an Option or are returned to the Participant or his estate in cash.
(c) Except as may be required by law, a Participant may not make any
payments to his account other than by his authorization for payroll deduction. A
Participant may elect to decrease his payroll deduction rate at such time and in
such manner as the Committee may prescribe. In no event shall a Participant
increase the amount of his payroll deductions during
<PAGE>
-5-
an Offering. A Participant may discontinue his participation in the Offering as
provided in Section 10.
7. GRANT OF OPTIONS
(a) Options under the Plan shall be granted in a series of Offerings,
the first of which shall begin on September 1, 1998. Successive Offerings shall
begin on each Offering Date thereafter until all of the shares of Common Stock
available under the Plan are exhausted or until the Plan is terminated pursuant
to Section 19 or Section 20. Participation by an Employee in any Offering shall
neither limit nor require his participation in any other Offering.
(b) Each Participant in an Offering shall be granted, as of the
applicable Offering Date, an Option to purchase that number of whole shares of
Common Stock that the accumulated payroll deductions credited to his account
during the Offering is able to purchase at the Option Price.
(c) If the total number of shares for which Options are to be granted
as of any Offering Date exceeds the number of shares then available under the
Plan, the Committee shall make a pro rata allocation of the available shares in
a manner as nearly uniform as practicable, and as it shall determine to be
equitable. In that event, the payroll deductions made or to be made pursuant to
authorizations for that Offering shall be reduced accordingly, and the Committee
shall give written notice of such reduction to each affected Participant.
(d) In no event shall a Participant be granted an Option in any
Offering to acquire more than that number of whole shares of Common Stock equal
to $25,000 divided by the Fair Market Value of the shares as of the Offering
Date; provided, however, that such limit shall be subject to adjustment in
accordance with Section 16.
8. OPTION PRICE
The Option Price of shares of Common Stock for any Offering shall be
the lesser of: (a) eighty-five percent of the Fair Market Value of the shares on
the Offering Date; or (b) eighty-five percent of the Fair Market Value of the
shares on the Exercise Date.
9. EXERCISE OF OPTIONS
(a) A Participant's Option for an Offering will be exercised
automatically as of the Exercise Date for the Offering to purchase that number
of whole shares of Common Stock equal to the accumulated payroll deductions
credited to his account as of the Exercise Date divided by the Option Price.
(b) A Participant may elect prior to the Exercise Date at such time and
in such manner as the Committee may prescribe to receive in cash an amount equal
to the accumulated payroll deductions in his account on the Exercise Date,
rather than exercising his Option.
<PAGE>
-6-
(c) As promptly as practicable after each Exercise Date the Company
shall deliver to each Participant in the Offering, in accordance with his
election, either (a) the shares purchased upon the exercise of his Option,
together with a cash payment equal to the balance of any payroll deductions
credited to his account during the Offering that were not used for the purchase
of shares, other than amounts representing fractional shares, or (b) a cash
payment equal to the total of the payroll deductions credited to his account
during the Offering. Amounts representing fractional shares will, at the
discretion of the Committee, either be carried forward for use in the next
Offering if the Participant will participate in that Offering or paid to the
Participant in cash.
(d) The shares purchased upon exercise of an Option shall be deemed to
be transferred to the Participant on the Exercise Date.
10. WITHDRAWAL FROM OFFERING
A Participant may at any time prior to the Exercise Date at such time
and in such manner as the Committee may prescribe withdraw from an Offering and
request payment to him of an amount in cash equal to the accumulated payroll
deductions credited to his account under the Plan. Such amount will be paid to
the Participant as promptly as practicable after receipt of his request to
withdraw, and no further payroll deductions will be made from his Compensation
with respect to the Offering then in progress and any outstanding Option shall
be cancelled. A Participant's withdrawal from an Offering will have no effect
upon his eligibility to participate in any subsequent Offering or in any
employee stock purchase plan (within the meaning of Section 423 of the Code)
that may hereafter be adopted by the Company or a Subsidiary.
11. EXPIRATION OF OPTIONS ON TERMINATION OF EMPLOYMENT
Options shall not be transferable by a Participant and no amount
credited to a Participant's account may be assigned, transferred, pledged or
otherwise disposed of in any way by a Participant. An Option shall expire
unexercised immediately if a Participant ceases to satisfy the definition of the
term Employee for any reason other than his death and the amount of the
accumulated payroll deductions then credited to his account under the Plan will
be paid to him in cash. Upon termination of the Participant's employment with
the Company or a Subsidiary for any reason other than death, an amount in cash
equal to the accumulated payroll deductions then credited to his account under
the Plan will be paid to him. In the case of a Participant's death, the
provisions of Section 17 shall control.
An authorized leave of absence or absence on military or government
service shall not constitute severance of the employment relationship between
the Company or Subsidiary and the Participant for purposes of this Section 11,
provided that either (a) the absence is for a period of no more than ninety days
or (b) the Employee's right to be re-employed after the absence is guaranteed
either by statute or by contract.
<PAGE>
-7-
12. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any shares of Common
Stock under the Plan if the issuance of such shares would constitute or result
in a violation by the Optionee or the Company of any provision of any law,
statute or regulation of any governmental authority. Specifically, in connection
with the Securities Act, upon the exercise of any Option the Company shall not
be required to issue shares unless the Board has received evidence satisfactory
to it to the effect that the Optionee will not transfer such shares except
pursuant to a registration statement in effect under the Securities Act or
unless an opinion of counsel satisfactory to the Company has been received by
the Company to the effect that such registration is not required. Any
determination in this connection by the Board shall be final, binding and
conclusive. The Company shall not be obligated to take any affirmative action to
cause the exercise of an Option or the issuance of shares pursuant to an Option
to comply with any laws or regulations of any governmental authority including,
without limitation, the Securities Act or applicable state securities laws.
13. RESTRICTIONS ON TRANSFER
A Participant may not sell, assign, pledge, encumber or otherwise
transfer Common Stock acquired pursuant to the exercise of an Option until the
second day following the first anniversary of the Exercise Date on which the
shares were purchased; provided, however, that the Committee may, in its
discretion, lengthen, shorten or eliminate entirely this restriction. The stock
certificate or certificates evidencing shares of Common Stock issued pursuant to
the exercise of an Option shall bear a legend setting forth any restriction
described in this Section.
14. NO RIGHTS AS STOCKHOLDER
No Participant shall have rights as a stockholder with respect to
shares covered by his Option until the applicable Exercise Date and, except as
otherwise provided in Section 16, no adjustment shall be made for dividends of
which the record date precedes the applicable Exercise Date.
15. FORFEITURE FOR DISHONESTY
Notwithstanding anything to the contrary in the Plan, if the Board
determines, after full consideration of the facts presented on behalf of both
the Company and the individual, that a Participant or an Optionee has been
engaged in fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his employment by the Company or a Subsidiary, which
damaged the Company or Subsidiary, or has disclosed trade secrets or other
proprietary information of the Company or a Subsidiary, (a) such individual's
participation in an Offering shall terminate and he shall forfeit his right to
receive any Common Stock pursuant to an Offering that has not yet been delivered
and (b) the Company shall have the right to repurchase all or any part of the
shares of Common Stock acquired by an Optionee upon the earlier exercise of any
Option, at a price equal to the amount paid to the Company upon such exercise,
increased by an amount equal to the interest that would have accrued in the
period
<PAGE>
-8-
between the date of exercise of the Option and the date of such repurchase upon
a debt in the amount of the exercise price, at the prime rate(s) announced from
time to time during such period in the Federal Reserve Statistical Release
Selected Interest Rates. The decision of the Board as to the cause of a
Participant's or Optionee's discharge and the damage done to the Company or a
Subsidiary shall be final, binding and conclusive. No decision of the Board,
however, shall affect in any manner the finality of the discharge of a
Participant or Optionee by the Company or a Subsidiary.
16. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE
(a) In the event that the outstanding shares of Common Stock are
hereafter changed for a different number or kind of shares or other securities
of the Company, by reason of a reorganization, recapitalization, exchange of
shares, stock split, combination of shares or dividend payable in shares or
other securities, a corresponding adjustment shall be made by the Committee in
the number and kind of shares or other securities, and in the Option Price,
covered by outstanding Options, and for which Options may be granted under the
Plan; provided, however, that no adjustment shall be made that would constitute
a modification as defined in Section 424 of the Code. Any such adjustment made
by the Committee shall be conclusive and binding upon all affected persons,
including the Company and all Participants and Optionees.
(b) If while unexercised Options remain outstanding under the Plan the
Company merges or consolidates with a wholly-owned subsidiary for the purpose of
reincorporating itself under the laws of another jurisdiction, the Optionees
will be entitled to acquire shares of Common Stock of the reincorporated Company
upon the same terms and conditions as were in effect immediately prior to such
reincorporation (unless such reincorporation involves a change in the number of
shares or the capitalization of the Company, in which case proportional
adjustments shall be made as provided above), and the Plan, unless otherwise
rescinded by the Board, will remain the Plan of the reincorporated Company.
(c) Except as otherwise provided in the preceding paragraph, if while
unexercised Options remain outstanding under the Plan the Company merges or
consolidates with one or more corporations (whether or not the Company is the
surviving corporation), or is liquidated or sells or otherwise disposes of
substantially all of its assets to another entity, or upon a Change of Control
(as defined herein), then the Committee, in its discretion, shall provide that
either:
(i) after the effective date of such merger, consolidation,
liquidation, sale or Change of Control, as the case may be, each
Optionee shall be entitled, upon exercise of an Option to receive in
lieu of shares of Common Stock the number and class of shares of such
stock or other securities to which he would have been entitled pursuant
to the terms of the merger, consolidation, liquidation, sale or Change
of Control if he had been the holder of record of the number of shares
of Common Stock as to which the Option is being exercised; or
<PAGE>
-9-
(ii) all outstanding Options shall be exercised as of the day
preceding the effective date of any such merger, consolidation,
liquidation, sale or Change of Control, which day shall be the Exercise
Date for purposes of the Offering; provided, however, that each
Optionee shall be notified of the right to withdraw from the Offering
in accordance with the requirements of Section 10.
(d) A "Change of Control" of the Company shall be deemed to have
occurred if any person (as such term is used in Section 13(d) and 14(d)(2) of
the Exchange Act) other than a trust related to an employee benefit plan
maintained by the Company becomes the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of fifty percent or more of the Company's
outstanding Common Stock, and within the period of twenty-four consecutive
months immediately thereafter, individuals other than (a) individuals who at the
beginning of such period constitute the entire Board of Directors or (b)
individuals whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the period, become a
majority of the Board of Directors.
(e) Except as expressly provided to the contrary in this Section 16,
the issuance by the Company of shares of stock of any class for cash or property
or for services, either upon direct sale or upon the exercise of rights or
warrants, or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, shall not affect the number, class or
price of shares of Common Stock then subject to outstanding Options.
17. DISPOSITION OF ACCOUNT AT DEATH
In the event that a Participant dies after the Exercise Date but before
the delivery of the stock certificates, such certificates when issued together
with any cash remaining in the Participant's account shall be transferred to the
Participant's estate. In the event that a Participant dies prior to the Exercise
Date, a payment shall be made to the Participant's estate of an amount in cash
equal to the accumulated payroll deductions credited to the Participant's
account under the Plan; provided, however, that the executor, administrator or
personal representative of the estate of the Participant may by notice to the
Committee in the form and manner prescribed by the Committee request that the
balance of the Participant's account shall be used to exercise on the Exercise
Date the outstanding Option granted prior to the Participant's death. Any such
election by the executor, administrator or personal representative shall be made
not later than the Exercise Date. The Company shall transfer such shares and any
cash remaining in the Participant's account to the executor, administrator or
personal representative of the estate of the Participant.
18. MISCELLANEOUS
(a) Accumulated payroll deductions and the proceeds from the sale of
shares pursuant to the exercise of Options shall constitute general funds of the
Company.
<PAGE>
-10-
(b) To the extent required by law, the Company or a Subsidiary shall
withhold or cause to be withheld income and other taxes with respect to any
income recognized by an Optionee by reason of the exercise of an Option. An
Optionee shall agree that if the amount payable to him by the Company and any
Subsidiary in the ordinary course is insufficient to pay such taxes, then he
shall upon request of the Company pay to the Company an amount sufficient to
satisfy its tax withholding obligations.
(c) All notices or other communications by a Participant or Optionee to
the Company pursuant to the Plan shall be deemed to have been given when
received in the form specified by the Company at the location or by the person
designated by the Company for the receipt thereof.
(d) Neither the Plan nor the grant of an Option pursuant to the Plan
shall impose upon the Company or a Subsidiary any obligation to employ or
continue to employ any Participant, and the right of the Company or a Subsidiary
to terminate the employment of any person shall not be diminished or affected by
reason of the fact that an Option has been granted to him.
(e) The title of the sections of the Plan are included for convenience
only and shall not be construed as modifying or affecting their provisions. The
masculine gender shall include both sexes; the singular shall include the plural
and the plural the singular unless the context otherwise requires.
(f) The Plan shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, without regard to the principles of
conflicts of law.
19. AMENDMENT OR TERMINATION OF PLAN
The Board may at any time terminate or from time to time amend, modify
or suspend this Plan (or any part thereof); provided, however, that without the
further approval of the holders of a majority of the outstanding shares of
Common Stock, there shall be no: (a) material increase in the benefits accruing
to Participants under the Plan or any "modifications," as that term is defined
in Section 424 (or its successor) of the Code, if such increase in benefits or
modifications would adversely affect (i) the availability to the Plan of the
protections of Section 16(b) of the Exchange Act, if applicable to the Company,
or (ii) the qualification of the Plan as an employee stock purchase plan within
the meaning of Section 423 of the Code; (b) change in the number of shares of
Common Stock that may be issued under the Plan, except by operation of the
provisions of Section 16; (c) change in the class of persons eligible to
participate in the Plan; or (d) other change in the Plan that requires
stockholder approval under applicable law. Notwithstanding the preceding
sentence, the Board shall in all events have the power to make such changes in
the Plan and the Committee shall in all events have the power to make such
changes in the regulations and administrative provisions under the Plan or in
any outstanding Option as, in the opinion of counsel for the Company, may be
necessary or appropriate from time to time to enable the Plan and any Option to
qualify as an employee stock purchase plan as defined in Section 423 of the
Code, so as to receive preferential federal income tax treatment. No amendment
shall adversely affect outstanding Options without the
<PAGE>
-11-
consent of the Optionee and the termination of the Plan will not terminate
Options then outstanding, without the consent of the Optionee.
Notwithstanding the foregoing, at such time after the Company is not
required to file periodic reports under the Exchange Act, at its option, the
Company may terminate the Plan and upon the termination, outstanding Options
shall be cancelled and each Participant shall receive in cash an amount equal to
the accumulated payroll deductions credited to the Participant's account under
the Plan immediately prior to termination.
20. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall be effective as of April 1, 1998, subject only to
ratification by the holders of a majority of the outstanding shares of capital
stock present, or represented, and entitled to vote thereon (voting as a single
class) at a duly held meeting of the shareholders of the Company within twelve
months after such date. Unless the Plan shall have terminated earlier, the Plan
shall terminate on August 31, 2003 (or, if that date is not a business day, the
business day immediately preceding August 31, 2003), and no Option shall be
granted pursuant to the Plan after that date.
Exhibit 21
LIST OF SUBSIDIARIES OF REGISTRANT
<TABLE>
<CAPTION>
Subsidiaries Jurisdiction of Incorporation
<S> <C>
Iron Mountain Records Management, Inc. DE
Data Securities International, Inc. DE
Iron Mountain/Safesite, Inc. DE
Iron Mountain Records Management of Ohio, Inc. DE
IM San Diego, Inc. DE
Iron Mountain Consulting Services, Inc. DE
Iron Mountain Records Management of San Antonio-FP, Inc. DE
Iron Mountain Records Management of San Antonio, Inc. DE
Criterion Atlantic Property, Inc. DE
Hollywood Property, Inc. CA
IM Earhart, Inc. DE
IM Billerica MA
Iron Mountain Records Management of Michigan, Inc. DE
Iron Mountain Safe Deposit Corp. MI
National Underground Storage Inc. PA
Iron Mountain Records Management of Maryland, Inc. DE
Iron Mountain Records Management of Missouri, LLC DE
Arcus Data Security, Inc. DE
Towler Data Services, Inc. OK
Arcus Data Security Limited (UK) (UK)
HIMSCORP of Philadelphia, Inc. DE
HIMSCORP of Pittsburgh, Inc. DE
HIMSCORP of New Orleans, Inc. DE
HIMSCORP of San Diego, Inc. DE
HIMSCORP of Los Angeles, Inc. DE
Recordkeepers, Inc. MD
HIMSCORP of Cleveland, Inc. DE
HIMSCORP of Portland, Inc. DE
<PAGE>
<CAPTION>
Subsidiaries Jurisdiction of Incorporation
<S> <C>
HIMSCORP of Detroit, Inc. DE
HIMSCORP of Houston, Inc. DE
Copyright, Inc. DE
IM-AEI Acquisition Corp. DE
Iron Mountain Records Management of Utah, Inc. DE
Arcus Staffing Resources, Inc. DE
Wolf Advisory International, Inc. FL
Wolf Advisory International, Ltd. PA
Trinity Holdings Corp. CA
</TABLE>
2
