SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ] Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Iron Mountain Incorporated
--------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of Securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
IRON MOUNTAIN INCORPORATED
745 Atlantic Avenue
Boston, Massachusetts 02111
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 27, 1999
To the Stockholders of
IRON MOUNTAIN INCORPORATED:
The 1999 Annual Meeting of Stockholders of Iron Mountain Incorporated, a
Delaware corporation (the "Company"), will be held at the offices of Sullivan &
Worcester LLP, 23rd Floor, One Post Office Square, Boston, Massachusetts, on May
27, 1999 at 10:00 a.m., local time, for the following purposes:
1. To elect three Class A Directors for a three-year term or until their
successors are elected and qualified;
2. To ratify the selection by the Board of Directors of Arthur Andersen LLP
as the Company's independent public accountants for the year ending
December 31, 1999; and
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Stockholders of record at the close of business on March 31, 1999 are
entitled to notice of, and to vote at, the meeting or any adjournment or
postponement thereof.
All stockholders are cordially invited to attend the meeting.
By order of the Board of Directors,
JAS. MURRAY HOWE, Secretary
Boston, Massachusetts
April 28, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND PROMPTLY MAIL THE PROXY CARD IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO
POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED WITHIN THE UNITED STATES.
<PAGE>
<PAGE>
IRON MOUNTAIN INCORPORATED
745 Atlantic Avenue
Boston, Massachusetts 02111
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To be held on May 27, 1999
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Iron Mountain Incorporated (the "Board of
Directors"), a Delaware corporation ("Iron Mountain" or the "Company"), for use
at the Annual Meeting of Stockholders to be held on May 27, 1999 (the "Annual
Meeting") or at any adjournment or postponement thereof.
The Company's Annual Report to Stockholders for the year ended December 31,
1998 is being mailed to stockholders with the mailing of this Proxy Statement on
or about April 28, 1999.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's Directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telecopy and personal interviews. Brokers, banks, custodians and other
fiduciaries will be requested to forward proxy soliciting material to the
beneficial owners of stock held of record by such fiduciaries, and the Company
will reimburse them for their reasonable out-of-pocket expenses incurred in
connection with the distribution of such proxy materials.
Revocability of Proxies
Any stockholder giving a proxy in the enclosed form has the power to revoke
it at any time before it is exercised by delivering to the Secretary of the
Company at its principal executive office located at 745 Atlantic Avenue,
Boston, Massachusetts 02111, a written notice of revocation or another duly
executed proxy bearing a later date. A stockholder may also revoke his or her
proxy by attending the Annual Meeting and voting in person.
Record Date, Voting and Share Ownership
The Company's Common Stock, par value $.01 per share (the "Common Stock"),
is the only class of voting securities outstanding and entitled to vote at the
Annual Meeting. On March 31, 1999, the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting (the
"Record Date"), 29,515,101 shares of Common Stock were outstanding and entitled
to vote. Each share is entitled to one vote on each matter.
The presence at the Annual Meeting, in person or by proxy, of the holders
of a majority of the shares of Common Stock issued and outstanding on the Record
Date (14,757,551 shares) will constitute a quorum for the transaction of
business at the Annual Meeting. A proxy in the enclosed form, if received in
time for voting and not revoked, will be voted at the Annual Meeting in
accordance with the instructions contained therein. Where a choice is not so
specified, the shares represented by the proxy will be voted "for" the election
of the nominees for Director listed herein and in favor of the other matters set
forth in the Notice of Annual Meeting accompanying this Proxy Statement.
Shares represented by a properly signed and returned proxy will be treated
as present at the Annual Meeting for purposes of determining a quorum, without
regard to whether the proxy is marked as casting a vote or abstaining. Shares
represented by "broker non-votes" will also be treated as present for purposes
of determining a quorum, although such shares may not be voted on any matter for
which the record holder of such shares lacks authority
1
<PAGE>
to act. Abstentions are also considered present for purposes of determining a
quorum. Abstentions and broker non-votes do not affect the election of the
Directors or the ratification of the accountants. Broker non-votes are proxies
with respect to shares held in record name by brokers or nominees, as to which
(i) instructions have not been received from the beneficial owners or persons
entitled to vote, (ii) the broker or nominee does not have discretionary voting
power under applicable national securities exchange rules or the instrument
under which it serves in such capacity and (iii) the holder has indicated on the
proxy card or otherwise notified the Company that it does not have authority to
vote such shares on that matter.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company
with respect to beneficial ownership of Common Stock by (i) each stockholder
known by the Company to be the beneficial owner of more than five percent of the
Common Stock, (ii) each Director, (iii) the Chief Executive Officer and the
other executive officers identified in the Summary Compensation Table appearing
on page 10 and (iv) all executive officers and Directors of the Company as a
group. Such information is presented as of April 12, 1999. The following table
reflects a three-for-two stock split effected in the form of a dividend on the
Company's Common Stock that occurred in July 1998.
<TABLE>
<CAPTION>
Amount of Beneficial Ownership(1)
Name Shares Percent Owned
---- ------ -------------
<S> <C> <C>
Directors and Executive Officers
C. Richard Reese(2) ................................................ 1,690,694 5.5%
David S. Wendell(3) ................................................ 210,787 *
John F. Kenny, Jr.(4) .............................................. 131,409 *
Harold E. Ebbighausen(5) ........................................... 11,407 *
George P. Groff(6) ................................................. 13,988 *
Clarke H. Bailey(7) ................................................ 55,698 *
Constantin R. Boden(8) ............................................. 32,547 *
Kent P. Dauten(9) .................................................. 1,410,454 4.5%
Eugene B. Doggett(10) .............................................. 113,727 *
B. Thomas Golisano(11) ............................................. 1,521,867 4.9%
Arthur D. Little(12) ............................................... 40,624 *
Vincent J. Ryan(13) ................................................ 5,041,852 16.3%
All Directors and executive officers as a group (18 persons)(14) ... 9,563,752 30.3%
Five Percent Stockholders
Baron Capital Group, Inc./Ronald Baron(15) ......................... 1,675,750 5.4%
Schooner Capital LLC(16) ........................................... 2,736,076 8.8%
</TABLE>
- ------------
* Less than 1%
(1) Except as otherwise indicated, the persons named in the table above have
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them.
(2) Mr. Reese is a Director and Chairman of the Board and Chief Executive
Officer of Iron Mountain. Includes 22,995 shares of Common Stock held by
trusts for the benefit of Mr. Reese's children, as to which Mr. Reese
disclaims beneficial ownership. Also includes 874,249 shares of Common
Stock as to which Mr. Reese shares beneficial ownership with Schooner
Capital LLC ("Schooner"), as a result of a 1988 deferred compensation
arrangement, as amended, between Schooner and Mr. Reese relating to Mr.
Reese's former services as President of the predecessor corporation to
Schooner. Pursuant to such arrangement, upon the earlier to occur of (i)
Schooner's sale or exchange of substantially all of the shares of Common
Stock held by Schooner or
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<PAGE>
(ii) the cessation of Mr. Reese's employment with Iron Mountain, Schooner
is required to transfer such shares of Common Stock to Mr. Reese or remit
to Mr. Reese cash in an amount equal to the then current fair value of such
shares of Common Stock. Mr. Reese's address is c/o Iron Mountain
Incorporated, 745 Atlantic Avenue, Boston, Massachusetts 02111.
(3) Mr. Wendell is a Director and President and Chief Operating Officer of
Iron Mountain. Includes 203,670 shares that Mr. Wendell has the right to
acquire pursuant to currently exercisable options.
(4) Mr. Kenny is an Executive Vice President and Chief Financial Officer of
Iron Mountain. Includes 123,799 shares that Mr. Kenny has the right to
acquire pursuant to currently exercisable options.
(5) Mr. Ebbighausen is President of Arcus Data Security, Inc. Consists solely
of shares that Mr. Ebbighausen has the right to acquire pursuant to
currently exercisable options.
(6) Mr. Groff is President of Arcus Staffing Resources, Inc., a subsidiary of
Iron Mountain. Consists solely of shares that Mr. Groff has the right to
acquire pursuant to currently exercisable options.
(7) Mr. Bailey is a Director of Iron Mountain. Includes 1,227 shares that Mr.
Bailey has the right to acquire pursuant to currently exercisable options.
(8) Mr. Boden is a Director of Iron Mountain. Includes 1,227 shares that Mr.
Boden has the right to acquire pursuant to currently exercisable options.
(9) Mr. Dauten is a Director of Iron Mountain. Includes 1,227 shares that Mr.
Dauten has the right to acquire pursuant to currently exercisable options.
(10) Mr. Doggett is a Director of Iron Mountain. Includes 1,227 shares that Mr.
Doggett has the right to acquire pursuant to currently exercisable
options.
(11) Mr. Golisano is a Director of Iron Mountain. Includes 6,654 shares that
Mr. Golisano has the right to acquire pursuant to currently exercisable
options. Mr. Golisano's address is c/o Paychex Inc., 911 Panorama Trail
South, Rochester, New York 14625.
(12) Mr. Little is a Director of Iron Mountain. Includes 37,500 shares held by
The Little Family Trust, as to which Mr. Little disclaims beneficial
ownership, as well as 1,227 shares that Mr. Little has the right to
acquire pursuant to currently exercisable options.
(13) Mr. Ryan is a Director of Iron Mountain. Mr. Ryan holds 2,304,549 shares
of Common Stock as well as 1,227 shares that he has the right to acquire
pursuant to currently exercisable options. The remaining shares of Common
Stock listed as being beneficially owned by Mr. Ryan are held by Schooner,
as to which Mr. Ryan has sole voting power and investment power as the
Chairman of the Board of Schooner and President, trustee and principal
stockholder of Schooner Capital Trust, the sole member of Schooner. Mr.
Ryan's address is c/o Schooner Capital LLC, 745 Atlantic Avenue, Boston,
Massachusetts 02111. See footnote (16) regarding shares held by Schooner.
(14) Includes 521,595 shares that Directors and executive officers have the
right to acquire pursuant to currently exercisable options.
(15) Includes 1,650,000 shares held by BAMCO, Inc. ("BAMCO") and 25,750 shares
held by Baron Capital Management, Inc. ("BCM"), both of which are
subsidiaries of Baron Capital Group, Inc. ("BCG"), in which Ronald Baron
owns a controlling interest. BCG and Ronald Baron disclaim beneficial
ownership of shares held by their controlled entities or the investment
advisory clients thereof to the extent such shares are held by persons
other than BCG and Ronald Baron. BAMCO and BCM disclaim beneficial
ownership of shares
3
<PAGE>
held by their investment advisory clients to the extent such shares are
held by persons other than BAMCO, BCM and their affiliates. The address of
Baron Capital Group, Inc. and Ronald Baron is 767 Fifth Avenue, New York,
New York 10153. The foregoing information is based on a Schedule 13G filed
with the Securities and Exchange Commission on January 22, 1999, reporting
beneficial ownership as of December 31, 1998.
(16) Mr. Ryan is the Chairman of the Board of Schooner and the President,
trustee and principal stockholder of Schooner Capital Trust, the sole
member of Schooner, and, accordingly, has sole voting and investment power
with respect to the shares of Common Stock held by Schooner. Includes
874,249 shares of Common Stock as to which Schooner shares beneficial
ownership with Mr. Reese as described in footnote (2). Schooner has agreed
to vote the shares of Common Stock subject to such arrangements at the
direction of Mr. Reese. The address of Schooner Capital LLC is 745
Atlantic Avenue, Boston, Massachusetts 02111.
ITEM 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of nine Directors. There are
three classes of Directors who serve for a three-year term and are elected on a
staggered basis, one class of three Directors standing for election each year.
The term of the Class A Directors, B. Thomas Golisano, Vincent J. Ryan and David
S. Wendell, will expire at the Annual Meeting; the term of Class B Directors, C.
Richard Reese, Arthur D. Little and Kent P. Dauten, will expire at the 2000
Annual Meeting of Stockholders; and the term of Class C Directors, Eugene B.
Doggett, Constantin R. Boden and Clarke H. Bailey, will expire at the 2001
Annual Meeting of Stockholders. Directors of each class hold office until the
third annual meeting of the stockholders of the Company following their election
or until their successors are elected and qualified.
At the Annual Meeting, the three Class A Directors are to be elected to
serve until the Company's 2002 Annual Meeting of Stockholders, or until their
successors are elected and qualified. The Board of Directors has selected as
nominees the current Class A Directors of the Company, B. Thomas Golisano,
Vincent J. Ryan and David S. Wendell. Each has agreed to serve if elected, and
management has no reason to believe that any of the nominees will be unavailable
to serve. There are no arrangements or understandings between any nominee and
any other person pursuant to which such nominee was nominated.
The executive officers of the Company were last elected on May 28, 1998,
other than Mr. Giecold, who was elected on March 30, 1999. At a meeting to be
held immediately following the Annual Meeting, the Board of Directors will
reelect the current executive officers of the Company. All executive officers
hold office at the discretion of the Board of Directors until the first meeting
of the Board of Directors following the next annual meeting of stockholders and
until their successors are chosen and qualified. Except for T. Anthony Ryan, the
Company's Vice President, Real Estate, and Vincent J. Ryan, a Class A Director,
who are brothers, there are no family relationships between or among any
officers or Directors of the Company.
Required Vote
The affirmative vote of holders of a plurality of the shares cast at the
Annual Meeting is required to elect the Class A Directors.
The Board of Directors recommends that the stockholders vote FOR the
election of each of the nominees listed below to serve as Class A Directors of
the Company until the 2002 Annual Meeting of Stockholders, or until their
successors are elected and qualified.
4
<PAGE>
Set forth below are the name and age of each Class A Director, his
principal occupation and business experience during the past five years and the
names of certain other companies of which he served as a Director as of March
31, 1999.
<TABLE>
<CAPTION>
Principal Occupations and Business Experience
Nominee During the Past 5 Years
------- -----------------------
<S> <C>
B. Thomas Golisano Mr. Golisano is a Class A Director of the Company, a position that he has held since
Age 57 June 1997, when he was appointed to the Board of Directors in accordance with the terms
of the merger of Safesite Records Management Corporation with a subsidiary of the
Company. He founded Paychex Inc., a publicly held, national payroll service company,
in 1971 and serves as its Chairman, President and Chief Executive Officer. Mr. Golisano
serves on the Board of Trustees of Rochester Institute of Technology and on the boards
of several privately held companies. He has also served on the boards of numerous non-
profit organizations and is the founder of the B. Thomas Golisano Foundation.
Vincent J. Ryan Mr. Ryan is a Class A Director of the Company. Mr. Ryan is the founder of Schooner
Age 63 and has served as Chairman and Chief Executive Officer of Schooner since 1971. Mr.
Ryan is President and trustee of Schooner Capital Trust, the sole member of Schooner.
Prior to November 1995, Mr. Ryan served as Chairman of the Board of Directors of Iron
Mountain.
David S. Wendell Mr. Wendell is a Class A Director and the President and Chief Operating Officer of the
Age 45 Company, positions that he has held since November 1995. After practicing law with
Brown & Wood, Mr. Wendell joined Iron Mountain in 1984, where he has served in a
variety of positions. Prior to November 1995, he was Executive Vice President, Atlantic
Area and prior to 1991, he was Vice President, New England Region. He holds a Master
of Business Administration degree from Harvard Business School and a Juris Doctor
degree from the University of Virginia.
</TABLE>
Set forth below are the name and age of each other Director and executive
officer, his principal occupation and business experience during the past five
years and the names of certain other companies of which he served as a Director
as of March 31, 1999.
<TABLE>
<CAPTION>
Principal Occupations and Business Experience
Name During the Past 5 Years
---- -----------------------
<S> <C>
C. Richard Reese Mr. Reese is a Class B Director of the Company, a position that he has held since 1990,
Age 53 the Chairman of the Board of Directors of the Company, a position that he has held since
November 1995, and the Chief Executive Officer of the Company, a position that he has
held since 1981. Prior to November 1995, Mr. Reese was the President of Iron Mountain,
a position that he had held since 1981. Mr. Reese is also a member of the investment
committee of Schooner, which owns approximately 8.8% of the outstanding stock of the
Company, and a trustee of Schooner Capital Trust. Prior to joining Iron Mountain, he
lectured at Harvard Business School in "Entrepreneurship" and provided consulting
services to small and medium-sized emerging enterprises. Mr. Reese has also served as
president and a Director of Professional Records and Information Services Management
("PRISM"), a trade group of approximately 520 members. He holds a Master of Business
Administration degree from Harvard Business School.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations and Business Experience
Name During the Past 5 Years
---- -----------------------
<S> <C>
John F. Kenny, Jr. Mr. Kenny is an Executive Vice President and the Chief Financial Officer of the
Age 41 Company, positions that he has held since May 1997. Mr. Kenny joined Iron Mountain
in 1991, and held operating responsibilities as Regional Vice President of New England
and later Northeast operations before assuming the position of Vice President of
Corporate Development in 1995. Prior to 1991, he was Vice President of CS First Boston
Merchant Bank, New York, with responsibility for risk capital investments. Mr. Kenny
has also served as a Director and the Treasurer of PRISM. He holds a Master of Business
Administration degree from Harvard Business School.
Clarke H. Bailey Mr. Bailey is a Class C Director of the Company, a position that he has held since January
Age 44 1998, when he was appointed to the Board of Directors in accordance with the terms
of the merger of Arcus Group, Inc. ("Arcus Group") with and into the Company (the
"Arcus Group Merger"). He is Co-Chairman and Director of Hudson River Capital LLC,
a private equity firm specializing in middle market acquisitions, recapitalizations and
expansion capital investments and Chairman, Chief Executive Officer and a Director of
National Fulfillment, Inc., a private company specializing in literature fulfillment,
marketing support and textbook depository services. Mr. Bailey was Chairman and Chief
Executive Officer of each of Arcus Group, United Acquisition Company and Arcus
Technology Services, Inc. ("Arcus"), positions that he had held since 1995, until the
consummation of the Arcus Group Merger, and is a Director of Connectivity
Technologies Inc., Swiss Army Brands, Inc. and SWWT, Inc. (formerly known as
Sweetwater, Inc.). Mr. Bailey also serves as a Director of Glenayre Technologies, Inc.
(formerly N-W Group, Inc.), a manufacturing company in the telecommunications
industry. Prior to joining Glenayre in 1990, Mr. Bailey was a Managing Director at
Oppenheimer & Co., Inc. He holds a Master of Business Administration degree from
The Wharton School, University of Pennsylvania.
Constantin R. Boden Mr. Boden is a Class C Director of the Company, a position that he has held since
Age 62 December 1990. Mr. Boden is the principal of Boden Partners LLC and chairman of the
advisory board of Boston Capital Ventures, a risk capital concern. For 34 years, until
January 1995, Mr. Boden was employed by The First National Bank of Boston, most
recently as Executive Vice President, International Banking. He holds a Master of
Business Administration degree from Harvard Business School.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations and Business Experience
Name During the Past 5 Years
---- -----------------------
<S> <C>
Kent P. Dauten Mr. Dauten is a Class B Director of the Company, a position that he has held since
Age 43 November 1997, when he was appointed to the Board of Directors in accordance with
the terms of the merger of HIMSCORP, Inc. (doing business under the name Record
Masters ("Record Masters")), with and into a wholly-owned subsidiary of the Company
(the "Record Masters Merger"). He also serves as President of Keystone Capital, Inc.,
a management and consulting advisory service firm ("Keystone"), a position he has held
since March 1994. In February 1995, Mr. Dauten founded and served as President of
Record Masters, until the completion of the Record Masters Merger. From 1993 to 1994,
he was Senior Vice President of Madison Dearborn Partners, Inc. and from 1979 to 1992,
he was employed in various investment management positions, most recently as Senior
Vice President of First Chicago Venture Capital. Mr. Dauten currently serves as a
Director of Health Management Associates, Inc., a hospital management firm, and is a
Trustee of ElderTrust, a health care real estate investment trust. Mr. Dauten holds a
Master of Business Administration degree from Harvard Business School.
Eugene B. Doggett Mr. Doggett is a Class C Director of the Company, a position that he has held since 1990.
Age 62 From 1990 until May 1998, Mr. Doggett was an Executive Vice President of the
Company and from 1987 until May 1997, Mr. Doggett was the Chief Financial Officer
of the Company. Mr. Doggett is also a Director of Mac-Gray Corporation, a publicly
held supplier of card and coin-operated laundry services in multiple housing facilities.
Prior to joining the Company, he had extensive experience in commercial and investment
banking, as well as financial and general management experience at senior levels. He
holds a Master of Business Administration degree from Harvard Business School.
Arthur D. Little Mr. Little is a Class B Director of the Company, a position that he has held since
Age 55 November 1995. Mr. Little is a principal of The Little Investment Company, which he
founded in 1992. Prior to that, he was Managing Director of and also a partner in
Narragansett Capital, Inc., a private investment firm. He holds a Bachelor of Arts degree
in history from Stanford University.
Richard S. Drutman Mr. Drutman is an Executive Vice President of Arcus Data Security, Inc., a subsidiary
Age 56 of the Company ("Arcus Data Security"), a position that he has held since March 1998.
Mr. Drutman joined the Company in January 1998 as a result of the completion of the
Arcus Group Merger. Mr. Drutman joined Arcus Data Security, Inc. in 1976 and held
various positions, including Senior Vice President and Chief Operating Officer from
1991 to 1996 and President and Chief Executive Officer from 1996 to January 1998.
He holds a Bachelor of Arts degree from California State University at Los Angeles.
Harold E. Ebbighausen Mr. Ebbighausen is President of Arcus Data Security, a position that he has held since
Age 44 May 1998. Prior to 1997, he had been serving as Vice President of Data Security Services
since joining the Company in September 1996. Prior to joining Iron Mountain, Mr.
Ebbighausen was Vice President of Document Management Services with INSCI
Corporation, a software provider for computer output and data storage solutions to
optical and CD technology. Previously, he held a number of field management positions
with Anacomp, Inc., a service bureau provider in the micrographics industry.
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Principal Occupations and Business Experience
Name During the Past 5 Years
---- -----------------------
<S> <C>
Christophe M. Giecold Mr. Giecold is President of the International Division of Iron Mountain Records
Age 41 Management, Inc. ("IMRM"), the Company's principal records and information
management services subsidiary, a position he has held since March 1999. Mr. Giecold
was the General Manager--Records Management Continental Europe for Brambles
Europe, from 1996 until joining Iron Mountain. From 1993 to 1996, Mr. Giecold was
Managing Director of DERBIT, an international manufacturer and distributor of
waterproofing materials, in Bologna, Italy. He holds a Master of Business Administration
degree from Solvay Business School in Brussels, Belgium.
George P. Groff Mr. Groff is President of Arcus Staffing Resources, Inc., a subsidiary of the Company,
Age 49 a position that he has held since March 1998. From 1993 to March 1998, Mr. Groff served
as a Vice President of Arcus Staffing Resources, Inc. and of Wolf Advisory International,
Inc., a company that he joined in 1989 that was acquired by Arcus in 1996. He holds
a Master of Business Administration degree from Golden Gate University.
Robert G. Miller Mr. Miller is an Executive Vice President of IMRM, a position that he has held since
Age 42 December 1996. Mr. Miller joined Iron Mountain in 1988 and held various positions
including District Manager from 1988 through 1991 and regional Vice President from
1991 through 1996. Prior to 1988, Mr. Miller was employed as a District Manager at
Bell & Howell Records Management Company.
Christopher Neefus Mr. Neefus is an Executive Vice President of IMRM, a position that he has held since
Age 43 July 1997. Mr. Neefus was a Vice President of Sales and Customer Service for ASI, Inc.,
a software provider for the storage of computer generated information, from 1995 until
joining the Company. From 1990 to 1995, Mr. Neefus was the Region Vice President
of Anacomp, Inc., a service bureau provider in the micrographics industry. Mr. Neefus
holds a Bachelor of Arts degree in Communications Arts from Hofstra University.
Kenneth F. Radtke, Jr. Mr. Radtke is an Executive Vice President of IMRM, a position that he has held since
Age 53 June 1996. Prior to June 1996, Mr. Radtke was Northeast Regional Vice President and
prior to 1995 was Sales Manager, New York Region. Mr. Radtke has worked in the
records and information industry since 1988 as President and Chief Executive Officer
of Dataport Company, Inc. and Senior Vice President of a subsidiary of Arcus. He holds
a graduate degree from the University of Wisconsin, Graduate School of Banking.
Robert P. Swift Mr. Swift is an Executive Vice President of IMRM, a position that he has held since
Age 57 November 1995. Prior to November 1995, Mr. Swift was the Executive Vice President,
Western Area of Iron Mountain and prior to 1988, Mr. Swift was employed in various
positions at Bell & Howell Records Management Company.
</TABLE>
Board and Committee Meetings
During the fiscal year ended December 31, 1998, the Board of Directors held
four regular meetings and six special meetings, five of which were by telephone,
and took an action by written consent. Each incumbent Director who was then in
office (other than Mr. Golisano, who was unable to attend three of the telephone
meetings) attended at least 75% of the aggregate number of meetings of the Board
of Directors and all committees thereof on which such Director served. The Board
of Directors has a standing Audit Committee, Compensation Committee and
Executive Committee, and a Stock Incentive Plan Subcommittee of the Compensation
Committee (the "Option Plan
8
<PAGE>
Subcommittee"). The Company does not have a nominating committee. During the
fiscal year ended December 31, 1998, the Audit Committee held two meetings, the
Option Plan Subcommittee held six meetings and took two actions by written
consent, the Compensation Committee held two meetings and the Executive
Committee held two meetings.
The Audit Committee consists of Messrs. Boden (Chairman), Little and
Dauten. The Audit Committee consults with the Company's independent public
accountants regarding the plan for the Company's annual audit, reviews with the
public accountants their audit report and related management letter, reviews the
performance of the independent public accountants and their fees, reviews the
Company's internal accounting control policies and procedures and considers and
recommends the selection of the Company's independent public accountants.
The Compensation Committee consists of Messrs. Little (Chairman), Boden,
Ryan and Bailey. The Compensation Committee provides recommendations to the
Board regarding compensation policies and programs of the Company and is also
responsible for establishing and modifying the compensation for all executive
officers of the Company.
The Option Plan Subcommittee consists of Messrs. Little (Chairman) and
Boden, both of whom are "outside" and "non-employee" directors within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), and Rule 16b-3 under Section 16 of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), respectively. The Option Plan
Subcommittee administers the Iron Mountain Incorporated 1995 Stock Incentive
Plan (the "Stock Incentive Plan"), including the grant of stock options
thereunder to all employees, including executive officers, the Iron Mountain/UAC
1995 Stock Option Plan, the Iron Mountain/ATSI 1995 Stock Option Plan and the
Iron Mountain Incorporated 1998 Employee Stock Purchase Plan (the "Employee
Stock Purchase Plan") and recommends the adoption of, and any amendments to, all
stock incentive plans. The Option Plan Subcommittee also administers the Iron
Mountain Incorporated Executive Deferred Compensation Plan, a nonqualified
deferred compensation plan (the "Executive Deferred Compensation Plan").
The Executive Committee consists of Messrs. Ryan (Chairman), Reese and
Bailey. Between meetings of the Board of Directors, the Executive Committee
exercises all the powers of the Board of Directors in the management and
direction of the business and affairs of the Company to the extent not otherwise
prohibited by law, the Board of Directors or the Company's Bylaws or Amended and
Restated Certificate of Incorporation.
Director Compensation
Directors who are employees of Iron Mountain do not receive additional
compensation for serving as Directors. Each Director who is not an employee of
Iron Mountain receives an annual retainer fee of $5,000 as compensation for his
or her services as a member of the Board of Directors, $500 for attendance at
committee meetings and an option to purchase $100,000 of Common Stock of the
Company (the "Director's Compensation"). Each option is granted under the Stock
Incentive Plan, has an exercise price equal to fair market value (as defined in
the Stock Incentive Plan), vests in equal amounts over a period of twelve
quarters and has a ten year term. Each Director is granted a new option to
acquire $100,000 of Common Stock every three years. All Directors are reimbursed
for out-of-pocket expenses incurred in attending meetings of the Board of
Directors or committees thereof, and for other expenses incurred in their
capacities as Directors.
The Company paid a total of $39,000 in cash for Directors fees in respect
of services for 1998.
9
<PAGE>
EXECUTIVE COMPENSATION
The following table provides certain information concerning compensation
earned by the Chief Executive Officer and the other four most highly compensated
executive officers who received compensation in excess of $100,000 in 1998 (the
"Named Executive Officers") for the years ended December 31, 1996, 1997 and
1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
--------------------------- ---------------------------------
Number of
Shares
Name and Underlying All Other
Principal Position Year Salary Bonus Options (1) Compensation (2)
------------------ ---- ------ ----- ----------- ----------------
<S> <C> <C> <C> <C> <C>
C. Richard Reese ...................... 1998 $308,538 $190,000 0 $4,000
Chairman of the Board and Chief 1997 $298,381 $200,000 0 $4,000
Executive Officer 1996 $268,958 $165,000 0 $1,941
David S. Wendell ...................... 1998 $224,981 $138,588 0 $4,000
President and Chief Operating Officer 1997 $221,723 $150,000 47,244 $4,000
1996 $203,550 $125,000 60,000 $1,941
John F. Kenny, Jr ..................... 1998 $192,788 $135,000 0 $2,400
Executive Vice President and Chief 1997 $166,723 $150,000 158,268 $2,400
Financial Officer 1996 $129,723 $ 49,999 49,500 $1,168
Harold E. Ebbighausen ................. 1998 $148,269 $110,000 0 $2,400
President of Arcus Data Security, Inc. 1997 $128,213 $ 49,365 16,536 $ 0
1996 $ 29,856 $ 14,000 20,250 $ 0
George P. Groff ....................... 1998 $156,667 $ 60,000 0 $1,206
President of Arcus Staffing 1997 N/A N/A N/A N/A
Resources, Inc. 1996 N/A N/A N/A N/A
</TABLE>
- ------------
(1) Reflects a three-for-two stock split effected in the form of a dividend on
the Company's Common Stock that occurred in July 1998.
(2) Reflects the Company's matching contribution to The Iron Mountain Companies
401(k) Plan for each individual.
10
<PAGE>
The following table sets forth certain information with respect to the
exercise of stock options during the year ended December 31, 1998 by, and the
unexercised options to purchase Common Stock of, the Named Executive Officers.
Mr. Reese does not have any options.
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money-Options at
Options at December 31, 1998 December 31, 1998 (1)
----------------------------- ----------------------------
Shares
Name and Acquired on Value
Principal Position Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
------------------ -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David S. Wendell ............. 2,985 $56,109 180,555 105,720 $5,311,793 $2,300,330
President and Chief
Operating Officer
John F. Kenny, Jr ............ 0 0 102,047 182,334 $2,442,409 $3,356,378
Executive Vice President
and Chief Financial
Officer
Harold E. Ebbighausen ........ 0 0 11,407 25,379 $ 177,342 $ 389,178
President of Arcus Data
Security, Inc.
George P. Groff .............. 0 0 13,988 8,208 $ 397,107 $ 233,171
President of Arcus
Staffing Resources, Inc.
</TABLE>
- ------------
(1) Based on a year-end value of $36.0625 per share, less the exercise price.
11
<PAGE>
Compensation Committee Report on Executive Compensation
The Compensation Committee consists entirely of Directors who are not
employees of the Company. It is the Compensation Committee's responsibility to
review, recommend and approve the Company's compensation policies and programs,
including all compensation for the Chief Executive Officer and the other
executive officers of the Company.
The Option Plan Subcommittee consists entirely of directors who are both
"non-employee" directors within the meaning of Rule 16b-3 under Section 16 of
the Exchange Act and "outside" directors within the meaning of Section 162(m) of
the Code and the regulations thereunder, so that grants of options under the
Stock Incentive Plan to executive officers are exempt under Rule 16b-3 and
eligible for the "performance-based" exception of Section 162(m) of the Code.
The Option Plan Subcommittee administers the Stock Incentive Plan and in
exercise of that function determines what grants of stock options, restricted
stock and stock appreciation rights ("SARs") thereunder are to be made to the
Chief Executive Officer and the other executive officers. The Option Plan
Subcommittee also administers the Iron Mountain/UAC 1995 Stock Option Plan and
the Iron Mountain/ATSI 1995 Stock Option Plan, although no additional grants are
to be made under those plans, and the Employee Stock Purchase Plan and the
Executive Deferred Compensation Plan.
The purpose of the Stock Incentive Plan is to encourage key employees,
Directors and consultants of the Company who render services of special
importance to, and who have contributed or are expected to contribute materially
to the success of, the Company to continue their association with the Company by
providing favorable opportunities for them to participate in the ownership of
the Company and in its future growth. The Option Plan Subcommittee made stock
option grants to Messrs. Drutman and Neefus in 1998. In addition, in 1998 the
Company assumed the stock options granted to Messrs. Bailey, Drutman and Groff
under former stock option plans maintained by Arcus prior to its acquisition by
the Company.
The purpose of the Employee Stock Purchase Plan is to provide employees of
the Company with the opportunity to acquire a proprietary interest in the
Company by providing favorable terms for them to purchase Common Stock of the
Company.
The Executive Deferred Compensation Plan is unfunded and is maintained for
the purpose of providing deferred compensation to a select group of management
and highly compensated employees of the Company. This plan is expected to
encourage the continued employment of the participating employees whose
management and individual performance are largely responsible for the success of
the Company and to facilitate the recruiting of key management and highly
compensated employees required for the continued growth and profitability of the
Company.
The Compensation Committee determined the salary levels of the Company's
executive officers, including the Chief Executive Officer, for fiscal year 1998,
as well as the amounts of bonuses paid in 1999 for performance in fiscal year
1998. The compensation policies implemented by the Compensation Committee, which
combine base salary and incentive compensation in the form of cash bonuses and
long-term stock options, are designed to achieve the operating and acquisition
strategies and goals of the Company. In particular, in determining bonuses paid
in 1999 in respect of 1998 and salary levels for fiscal year 1998, the
Compensation Committee took into account the past or expected future
contributions of each executive officer to the Company's strategic goals,
especially the efforts of each such officer in connection with (1) pursuing and
effecting the offering and sale of 6,037,500 shares of the Company's Common
Stock to augment available funding for the Company's growth strategy and (2)
increasing the Company's growth rate by successfully identifying, acquiring and
integrating other records management businesses, while at the same time
maintaining the Company's internal growth.
Section 162(m) of the Code generally disallows an income tax deduction to
public companies for compensation in excess of $1,000,000 paid in any year to
the chief executive officer or any of the four most highly compensated other
executive officers, to the extent that this compensation is not
"performance-based" within the meaning of
12
<PAGE>
Section 162(m). Although the Compensation Committee has not adopted any specific
rules with respect to this issue, its general policy, subject to all then
prevailing relevant circumstances, is to attempt to structure the compensation
arrangements of the Company to maximize deductions for federal income tax
purposes.
COMPENSATION COMMITTEE
ARTHUR D. LITTLE, Chairman
CONSTANTIN R. BODEN
VINCENT J. RYAN
CLARKE H. BAILEY
Change of Control Arrangement
The Stock Incentive Plan provides for acceleration of the vesting of
options and SARs if the Company or any wholly owned subsidiary of the Company is
a party to a merger or consolidation (whether or not the Company is the
surviving corporation) in any transaction or series of related transactions and
there is a "Limited Change of Control" of the Company. A Limited Change of
Control occurs if after the merger or consolidation (a) individuals who
immediately prior to the merger or consolidation served as members of the Board
of Directors no longer constitute a majority of the Board of Directors or the
board of directors of the surviving corporation and (b) the voting securities of
the Company outstanding immediately prior to the merger or consolidation do not
represent (either by remaining outstanding or upon conversion into securities of
the surviving corporation) more than 50% of the voting power of the securities
of the Company or the surviving corporation immediately after the merger or
consolidation. In addition, if the Company is not the surviving corporation, a
holder of options or SARs is entitled to receive upon exercise of his or her
options or SARs the number and class of shares of stock or other securities and
any other consideration of the surviving or resulting corporation that the
optionee or holder of SARs would have been entitled to receive pursuant to the
merger or consolidation had the optionee or holder of SARs held the shares of
Common Stock subject to the option or SAR.
Compensation Committee Interlocks and Insider Participation
The present Compensation Committee consists of Mr. Little, who is the
Chairman, and Messrs. Boden, Ryan and Bailey. Mr. Reese is an executive officer
of Iron Mountain and a member of the investment committee of Schooner and a
trustee of Schooner Capital Trust. Mr. Ryan is Chairman of the Board of Schooner
and President, trustee and principal stockholder of Schooner Capital Trust.
Certain Transactions
Real Estate Transactions
IMRM was the tenant under a lease dated January 1, 1991 for a 31,500
square-foot building in Houston, Texas. The owner of the building was IM Houston
(CR) Limited Partnership, a Texas limited partnership, of which Mountain Realty,
Inc., a Massachusetts corporation whose sole stockholder is Mr. Ryan, is the
sole general partner, and the limited partners of which are Messrs. Reese and
Doggett. IMRM paid annual rent of approximately $99,000 for the year ended
December 31, 1998. As tenant, IMRM was responsible for taxes, insurance and
maintenance. The space is used by IMRM as a records management facility. Iron
Mountain Statutory Trust-1998 ("IMST"), a non-affiliated entity formed to
acquire and lease records storage properties to IMRM, purchased the property
from IM Houston (CR) Limited Partnership in January 1999 for a purchase price of
approximately $930,000. The purchase price was determined through an independent
appraisal of the property. IMRM entered into a new lease with Iron Mountain
Statutory Trust and IMRM currently pays annual rent of approximately $70,500.
IMRM will continue to use the space as a records management facility. The prior
lease and the acquisition of the property by IMST were,
13
<PAGE>
in the opinion of management, on commercially reasonable terms and no less
favorable to IMRM and IMST than could have been obtained from an unaffiliated
party at the time of the transactions.
Schooner leases space from the Company at the Company's corporate
headquarters. Such lease is a tenancy-at-will and may be terminated by either
the Company or Schooner at any time. As consideration for such lease, Schooner
pays rent to the Company based on its pro rata share of all expenses related to
the use and occupancy of the premises. The rent paid by Schooner to Iron
Mountain under such lease was approximately $90,000 in the year ended December
31, 1998, and Schooner currently pays annual rent of approximately $90,000. The
Company believes that the terms of this lease are no less favorable to it than
would have been negotiated with an unrelated third party.
Other Transactions
The Company paid compensation of $165,984 for the year ended December 31,
1998 to Mr. T. Anthony Ryan. Mr. Ryan is Vice President, Real Estate, of the
Company and is the brother of Mr. Vincent J. Ryan, a Director of the Company.
The Company believes that the terms of Mr. Ryan's employment are no less
favorable to it than would be negotiable with an unrelated third party.
In November 1997, the Company entered into a management advisory agreement
with Keystone, of which Kent P. Dauten, a Class B Director of the Company, is
president. Keystone received fees of approximately $20,000 per month under such
agreement relating to consulting with respect to medical records management
services. The Company paid Keystone fees totaling $60,000 in 1998 for consulting
services through March 1998, after which time the agreement was terminated. In
addition, Keystone provided acquisition and divestiture investment banking
consulting services to the Company from May 1998 through September 1998 in
connection with the exchange of assets between a subsidiary of the Company and a
third party. The Company paid Keystone a contingent fee of $92,000 in October
1998 for such services. The Company believes that the terms of these agreements
were no less favorable to it than would have been negotiated with an unrelated
third party.
14
<PAGE>
Performance Graph
The following graph compares the percentage change in the Company's Common
Stock to the cumulative total returns of the Nasdaq Stock Market (U.S.) Index
and the Standard & Poor's Small Cap 600 Index for fiscal year 1998 and 1997 and
for the portion of 1996 that the Common Stock was traded on The Nasdaq Stock
Market's National Market, assuming an investment of $100 on February 1, 1996.
The performance of the Company's Common Stock reflected below is not necessarily
indicative of future performance.
Comparison of Cumulative Total Return of Iron Mountain Incorporated,
Nasdaq Stock Market (U.S.) Index and Standard & Poor's Small Cap 600 Index
-------------------------
TOTAL SHAREHOLDER RETURNS
-------------------------
<TABLE>
<CAPTION>
PERIODS ENDING
Feb96 Dec96 Dec97 Dec98
<S> <C> <C> <C> <C>
IRON MOUNTAIN INC. 100 189 225 338
NASDAQ STOCK MARKET (U.S.) INDEX 100 122 150 211
S&P SMALLCAP 600 INDEX 100 121 152 156
</TABLE>
Assumes $100 invested on February 1, 1996
Assumes dividends reinvested
Fiscal year ended December 31, 1998
ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the stockholders, the Board of Directors has
selected the firm of Arthur Andersen LLP as the Company's independent public
accountants for the current year. Arthur Andersen LLP has served as the
Company's independent public accountants since 1988.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement if they
desire to do so and will also be available to respond to appropriate questions
from stockholders.
If the stockholders do not ratify the selection of Arthur Andersen LLP as
the Company's independent public accountants, the selection of accountants will
be reconsidered by the Board of Directors.
15
<PAGE>
Required Vote
The affirmative vote of holders of a majority of the shares cast at the
Annual Meeting is required to ratify the selection of Arthur Andersen LLP to
serve as the Company's independent public accountants for the current fiscal
year.
The Board of Directors recommends that the stockholders vote FOR the
ratification of the selection of Arthur Andersen LLP.
ADDITIONAL INFORMATION
Other Matters
The Board of Directors does not know of any other matters that may come
before the Annual Meeting. However, if any other matters are properly presented
to the meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise act, in accordance with their best judgment on such
matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's executive officers
and Directors, and persons who own more than ten percent of a registered class
of the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or 5 with the Securities and Exchange Commission
("SEC"). Such executive officers, Directors and ten percent stockholders are
also required by SEC rules to furnish the Company with copies of all Section
16(a) reports they file. Based solely on its review of the copies of such forms
received by it, or written representations from certain reporting persons that
they were not required to file a Form 5, the Company believes that, during the
fiscal year ended December 31, 1998, its executive officers, Directors and ten
percent stockholders complied with all Section 16(a) filing requirements
applicable to such persons, except that Richard A. Drutman, an executive officer
of the Company, did not timely file a statement of changes in beneficial
ownership on Form 4 pertaining to a distribution of Common Stock to Mr. Drutman
from a limited liability company of which Mr. Drutman is a member.
Proposals of Stockholders
The Company expects to hold its 2000 Annual Meeting on May 25, 2000. A
stockholder who intends to present a proposal at the 2000 Annual Meeting of
Stockholders for inclusion in the Company's 2000 proxy statement and proxy card
relating to that meeting must submit the proposal by December 24, 1999. In order
for the proposal to be included in the proxy statement, the stockholder
submitting the proposal must meet certain eligibility standards and comply with
certain procedures established by the SEC, and the proposal must comply with the
requirements as to form and substance established by applicable laws and
regulations. The proposal must be mailed to the Company's principal executive
office, at the address stated herein, and should be directed to the attention of
the Chief Financial Officer.
By Order of the Board of Directors
JAS. MURRAY HOWE, Secretary
April 28, 1999
16
<PAGE>
1477-PS-99
<PAGE>
DETACH HERE
PROXY
IRON MOUNTAIN INCORPORATED
745 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. RICHARD REESE, DAVID S. WENDELL AND JOHN
F. KENNY, JR., and each of them, as proxies of the undersigned, each with the
power to appoint his substitute, and hereby authorizes a majority of them, or
any one if only one be present, to represent and to vote, as designated on the
reverse hereof, all the Common Stock, $.01 par value per share, of Iron Mountain
Incorporated held of record by the undersigned or with respect to which the
undersigned is entitled to vote or act at the Annual Meeting of Stockholders to
be held on May 27, 1999 at 10:00 a.m., local time, or any adjournment or
postponement thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR all of the Directors listed in Proposal 1 and FOR Proposal 2.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SEE REVERSE
SIDE SIDE
<PAGE>
IRON MOUNTAIN
The World's Largest Records Management Company
Dear Stockholder: April 28, 1999
It is a pleasure to invite you to the Company's 1999 Annual Meeting in
Boston, Massachusetts on Thursday, May 27, 1999, at 10:00 a.m., local time, at
the offices of Sullivan & Worcester LLP, 23rd Floor, One Post Office Square,
Boston, Massachusetts.
The Annual Report to Stockholders, Notice of Meeting, proxy statement and
form of proxy are included herein. The matters listed in the Notice of Meeting
are described in detail in the proxy statement.
The vote of every stockholder is important. Mailing your completed proxy
will not prevent you from voting in person at the meeting if you wish to do so.
Please sign, date and promptly mail your proxy. Your cooperation will be
greatly appreciated.
Your Board of Directors and management look forward to greeting those
stockholders who are able to attend.
Sincerely,
C. RICHARD REESE
Chairman of the Board and
Chief Executive Officer
DETACH HERE
[X] Please mark
votes as in
this example.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C>
1. Election of the following Directors: 2. Ratification of the selection by the Board [ ] [ ] [ ]
Nominees: David S. Wendell, Vincent J. Ryan of Directors of Arthur Andersen LLP as
and B. Thomas Golisano independent public accountants for 1999.
3. In their discretion, the Proxies are authorized
FOR WITHHOLD to vote upon such other business as may
[ ] [ ] properly come before the meeting.
[ ] --------------------------------------
For all nominees except as noted above
MARK HERE FOR COMMENTS AND NOTE AT LEFT [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Note: Please sign exactly as name appears hereon.
Joint owners should each sign. When signing as
attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation,
please sign in full corporate name by an authorized
officer or if a partnership, please sign in full
partnership name by an authorized person.
Signature: ______________________________ Date: __________________ Signature: _____________________________ Date:________________
</TABLE>
