<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997
REGISTRATION NO. -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PIERCE LEAHY CORP.
(exact name of registrant as specified in its charter)
PENNSYLVANIA 4226 23-2588479
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
631 PARK AVENUE
KING OF PRUSSIA, PENNSYLVANIA 19406
(610) 992-8200
(Address, including zip code, and telephone number, including area code, of
the registrant's principal executive offices)
DOUGLAS B. HUNTLEY
CHIEF FINANCIAL OFFICER
631 PARK AVENUE
KING OF PRUSSIA, PENNSYLVANIA 19406
(610) 992-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
RICHARD J. BUSIS, ESQUIRE JOSEPH A. COCO, ESQUIRE
COZEN AND O'CONNOR SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
1900 MARKET STREET 919 THIRD AVENUE
PHILADELPHIA, PENNSYLVANIA 19103 NEW YORK, NEW YORK 10022
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, 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, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-23119
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED PRICE REGISTRATION FEE
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<S> <C> <C>
9 1/8% Senior Subordinated Notes due
2007.................................... $20,000,000 $6,061
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</TABLE>
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-1, FILE NO.
333-23119
Pierce Leahy Corp. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-23119) declared effective on June 30, 1997
by the Securities and Exchange Commission (the "Commission"), including each
of the documents filed by the Company with the Commission and incorporated or
deemed to be incorporated by reference therein.
<PAGE>
PART II
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
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<CAPTION>
EXHIBIT
NO. EXHIBIT
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<C> <S>
5 Opinion of Cozen and O'Connor (incorporated by reference to Exhibit 5
to the Company's Registration Statement on Form S-1, File No. 333-
23119)
23.1 Consent of Cozen and O'Connor (included in Exhibit 5)
23.2* Consent of Arthur Andersen LLP
23.3* Consent of Deloitte & Touche LLP
23.4* Consent of Deloitte & Touche LLP
24 Powers of Attorney (incorporated by reference to the Company's
Registration Statement on Form S-1, File No. 333-23119)
</TABLE>
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* Filed herewith.
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN KING OF PRUSSIA, PENNSYLVANIA, ON
JUNE 30, 1997.
Pierce Leahy Corp.
By: /s/ J. Peter Pierce
----------------------------------
J. PETER PIERCE,
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the June 30, 1997
- ------------------------------------ Board of Directors
LEO W. PIERCE, SR.
/s/ J. Peter Pierce President, Chief June 30, 1997
- ------------------------------------ Executive Officer
J. PETER PIERCE and Director
(Principal
Executive Officer)
/s/ Douglas B. Huntley Vice President, June 30, 1997
- ------------------------------------ Chief Financial
DOUGLAS B. HUNTLEY Officer and
Director
(Principal
Financial and
Accounting
Officer)
* Director June 30, 1997
- ------------------------------------
LEO W. PIERCE, JR.
* Director June 30, 1997
- ------------------------------------
MICHAEL J. PIERCE
* Director June 30, 1997
- ------------------------------------
ALAN B. CAMPELL
* Director June 30, 1997
- ------------------------------------
DELBERT S. CONNER
*By: /s/ J. Peter Pierce
-------------------------------
J. PETER PIERCE
*By: /s/ Douglas B. Huntley
-------------------------------
DOUGLAS B. HUNTLEY
Attorneys-in-fact
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
------- -------
<C> <S>
5 Opinion of Cozen and O'Connor (incorporated by reference to Exhibit 5
to the Company's Registration Statement on Form S-1, File No. 333-
23119)
23.1 Consent of Cozen and O'Connor (included in Exhibit 5)
23.2* Consent of Arthur Andersen LLP
23.3* Consent of Deloitte & Touche LLP
23.4* Consent of Deloitte & Touche LLP
24 Powers of Attorney (incorporated by reference to the Company's
Registration Statement on Form S-1, File No. 333-23119)
</TABLE>
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* Filed herewith.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 28,
1997, except for the Recapitalization discussed in Note 2 to the financial
statements as to which the date is June 25, 1997, included in Amendment No. 4
to Pierce Leahy Corp.'s Form S-1 Registration Statement File No. 333-23119 and
to all references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Philadelphia, Pa.,
June 30, 1997
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Pierce Leahy Corp. filed pursuant to Rule 462(b) under the Securities Act
of 1933, of our report dated August 14, 1995, on the financial statements of
Securities Archives, Inc. contained in Amendment No. 4 to Registration
Statement No. 333-23119 of Pierce Leahy Corp. on Form S-1.
Deloitte & Touche LLP
Dallas, Texas
June 30, 1997
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in this Registration Statement of
Pierce Leahy Corp. filed pursuant to Rule 462(b) of our report dated November
22, 1996 (January 10, 1997 as to Note 11) on the consolidated financial
statements of Records Management Services, Inc. and subsidiaries included in
Amendment No. 4 to Registration Statement No. 333-23119 of Pierce Leahy Corp.
Deloitte & Touche LLP
Chicago, Illinois
June 30, 1997
