SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 1999 (March 1, 1999)
IRON MOUNTAIN INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
0-27584 04-3107342
(Commission file number) (I.R.S. Employer Identification No.)
745 Atlantic Avenue, Boston, MA 02111
(Address of Principal Executive Offices, Including Zip Code)
(617) 535-4766
(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Information
On March 1, 1999, Iron Mountain Incorporated (the "Company") announced
that it had entered into a definitive agreement to purchase Data Base, Inc.
("Data Base") and certain related real estate. Data Base is a premier service
provider in the data security services industry serving over 3,000 customer
accounts. The Data Base operation will become part of Iron Mountain's Arcus Data
Security business. Total consideration, including the purchase of real estate,
is expected to be approximately $115 million, comprised of cash, Iron Mountain
common stock and the assumption of debt. For further information, see the
Company's press release, dated March 1, 1999, which is attached herewith and as
Exhibit 99 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit 99 Press Release, dated March 1, 1999
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IRON MOUNTAIN INCORPORATED
(Registrant)
March 3, 1999 By: /s/ Jean A. Bua
(date) Jean A. Bua
Vice President and Corporate Controller
(Principal Accounting Officer)
3
Exhibit 99
Contact: John F. Kenny, Jr.
Executive Vice President and
Chief Financial Officer
617-535-4990
Iron Mountain Announces Agreement to Acquire Data Base, Inc.
Leading Data Security Services Business and
Real Estate Acquired for $115 Million
BOSTON--(March 1, 1999)--Iron Mountain Incorporated (NASDAQ: IMTN), the world's
largest records management company, announced today that it has entered into a
definitive agreement to acquire Data Base, Inc. ("Data Base"), a premier service
provider in the data security services industry serving over 3,000 customers.
The Data Base operation will become part of Iron Mountain's Arcus Data Security
business. Total consideration, including the purchase of real estate, is
expected to be approximately $115 million, comprised of cash, Iron Mountain
common stock and the assumption of debt.
Data Base, headquartered in Bellevue, WA, operates in 12 markets in the US. The
acquisition of Data Base will add 8 new markets to Iron Mountain's existing data
security services business and increase its presence in four other markets. Data
Base currently owns 9 of its facilities, all of which will be acquired by Iron
Mountain in this transaction.
Data Base had total revenues of approximately $14.5 million for the six months
ended December 31, 1998 (pro forma for an acquisition completed on December 31,
1998). Their services are comprised primarily of off-site data security services
(including secure transport, handling and storage of electronic media) and
disaster recovery support services which facilitate the restoration of corporate
data at a recovery site.
Iron Mountain will acquire all of the outstanding capital stock of Data Base and
related real estate for total consideration of approximately $115 million. The
consideration will be comprised of approximately $69 million in cash and assumed
indebtedness and 1,476,577 shares of Iron Mountain common stock. The transaction
will be treated as an acquisition of assets for income tax purposes pursuant to
a section 338(h)10 election. The acquisition is subject to customary regulatory
approval and is expected to close in the second quarter.
Richard Reese, Iron Mountain's Chairman and Chief Executive Officer, commented:
"We are very excited about this transaction. Data Base is a first class
organization with an outstanding staff and state-of-the-art technology. It
significantly extends the footprint of our existing data security services
business into 8 new markets and enhances our operations in four current markets.
We welcome the customers and employees of Data Base to the Iron Mountain
family."
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Iron Mountain to Acquire Data Base, Inc. / Page 2
John J. Luger, President and Chief Executive Officer of Data Base, added: "This
merger with Iron Mountain is a win for everyone associated with Data Base--most
importantly our customers and our employees. We are pleased to be joining forces
with the industry leader to continue to provide quality services to our
customers and broader career opportunities for our employees."
Iron Mountain currently operates 244 records management facilities in 61 markets
in the United States and four in the United Kingdom. The Company serves more
than 50,000 customer accounts, including more than half of the Fortune 500
Companies. Iron Mountain provides a full array of records and information
management services including: (i) off-site storage, management and related
consulting services for business, healthcare and vital records; (ii) off-site
data security services (including secure transport, handling and storage of
electronic media) and disaster recovery support services; (iii) information
technology staffing services; and (iv) sales of related products.
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