UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(Amendment No. 1)*
Iron Mountain Incorporated
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
46284P 10 4
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 2 of 6 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
C. Richard Reese
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |_|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
5 SOLE VOTING POWER1
NUMBER OF
SHARES 1,690,694
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
688,445
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,690,694 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%
12 TYPE OF REPORTING PERSON (See Instructions)
IN
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1 Includes 22,995 shares of Iron Mountain Incorporated Common Stock, $.01 par
value ("Iron Mountain Common Stock") held by trusts for the benefit of Mr.
Reese's children, as to which Mr. Reese disclaims beneficial ownership.
Also includes 1,002,249 shares of Iron Mountain Common Stock as to which
Mr. Reese shares beneficial ownership with Schooner Capital LLC
("Schooner") as a result of a deferred compensation arrangement, as
amended, between Schooner and Mr. Reese relating to Mr. Reese's former
services as President of Schooner. Pursuant to such arrangement, upon the
earlier to occur of (i) Schooner's sale or exchange of all or a portion of
those 1,002,249 shares, after all other shares of Iron Mountain Common
Stock held by Schooner have been sold or (ii) the cessation of Mr. Reese's
employment with Iron Mountain Incorporated. Schooner is required to
transfer such shares (or portion thereof) of Iron Mountain Common Stock to
Mr. Reese or remit to Mr. Reese cash in an amount equal to the then current
fair market value of such shares of Iron Mountain Common Stock. Schooner
has agreed to vote the shares of Iron Mountain Common Stock subject to such
arrangement at the direction of Mr. Reese. All numbers in this Schedule 13G
are adjusted to give effect to a 3 for 2 split of Iron Mountain Common
Stock that occurred in July 1998.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 3 of 6 Pages
Item 1(a). Name of issuer:
Iron Mountain Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
745 Atlantic Avenue, Boston, Massachusetts 02111
Item 2(a). Name of Person Filing:
C. Richard Reese
Item 2(b). Address of Principal Business Office or, if none, Residence:
c/o Iron Mountain Incorporated, 745 Atlantic Avenue, Boston, Massachusetts
02111
Item 2(c). Citizenship:
U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e). CUSIP Number:
46284P 10 4
Item 3. If the Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the filing person is a:
(a) / / Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) / / Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with 13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 4 of 6 Pages
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box. |_|
Item 4. Ownership.
(a) Amount beneficially owned:
1,690,694 shares2
(b) Percent of class:
5.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
1,690,694
(ii) Shared power to vote or direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
688,445
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Mr. Reese and Schooner entered into a Deferred Compensation Agreement,
dated as of December 18, 1995, whereby non-qualified stock options to acquire
stock of Schooner pursuant to the Schooner Capital Corporation 1988 Stock Option
Plan were replaced with a deferred compensation agreement, to provide him with
deferred compensation of 1,002,249 shares of Iron Mountain Common Stock.
Pursuant to such agreement, upon the earlier to occur of (i) Schooner's sale or
exchange of all or a portion of those 1,002,249 shares, after all other
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2 See footnote 1, above.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 5 of 6 Pages
shares of Iron Mountain Common Stock held by Schooner have been sold or (ii) the
cessation of Mr. Reese's employment with Iron Mountain Incorporated, Schooner is
required to transfer such shares (or portion thereof) of Iron Mountain Common
Stock to Mr. Reese, or remit to Mr. Reese cash in an amount equal to the then
current fair market value of such shares of Iron Mountain Common Stock. The
number of shares will be adjusted appropriately to reflect any stock dividend,
stock split, or other equity adjustment with respect to Iron Mountain Common
Stock. Mr. Reese has no rights as a stockholder with respect to such shares
until the date of any issuance of stock certificates to him for such shares. No
adjustments will be made for dividends or other rights for which the record date
is prior to the date such stock certificates are issued. However, Schooner has
agreed to vote the shares of Iron Mountain Common Stock subject to such
arrangement at the direction of Mr. Reese. Due to such arrangement, Mr. Reese is
deemed to beneficially own 5.7% of Iron Mountain Common Stock, whereas absent
such arrangement Mr. Reese would only hold 2.3% of Iron Mountain Common Stock.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 27, 1999
(Date)
/s/ C. Richard Reese
(Signature)
C. Richard Reese
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. 1001).
