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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PIERCE LEAHY CORP.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2588479
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(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
631 Park Avenue
King of Prussia, Pennsylvania 19406
(610) 992-8200
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Douglas B. Huntley
Chief Financial Officer
Pierce Leahy Corp.
631 Park Avenue
King of Prussia, Pennsylvania 19406
(610) 992-8200
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
Richard J. Busis
Cozen and O'Connor
1900 Market Street
Philadelphia, Pennsylvania 19103
(215) 665-2000
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Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of the Registration Statement.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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The information in this Prospectus is not complete and may be amended. These
securities may not be sold until the related Registration Statement filed with
the Securities and Exchange Commission is effective. This Prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 11, 1999
PROSPECTUS
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PIERCE LEAHY CORP.
589,571 SHARES OF COMMON STOCK
We are a full-service provider of records management and related services,
enabling customers to outsource their data and records management functions.
Our principal executive offices are located at 631 Park Avenue, King of Prussia,
Pennsylvania 19406, and our phone number is (610) 992-8200.
This Prospectus relates to 589,571 shares of our Common Stock held by the
individuals listed in the Selling Shareholders table below. The shares covered
by this Prospectus may be sold by the Selling Shareholders from time to time
through the public securities markets or through negotiated transactions. We
will not receive any of the proceeds from the sale of the Common Stock by the
Selling Shareholders.
The Common Stock is traded on the New York Stock Exchange under the symbol
"PLH." The last reported sale price of the Common Stock on the New York Stock
Exchange on February 9, 1999 was $24.69 per share.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER
BEFORE YOU INVEST IN THE COMMON STOCK BEING SOLD BY THE SELLING SHAREHOLDERS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _____________, 1999
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TABLE OF CONTENTS
<TABLE>
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Page
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Available Information.......................................... 2
Incorporation of Certain Documents by Reference................ 3
Risk Factors................................................... 4
Selling Shareholders........................................... 9
Plan of Distribution......................................... . 10
Legal Matters.................................................. 10
Experts........................................................ 10
</TABLE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance therewith file reports, proxy statements and other
information with the Securities and Exchange Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 7 World Trade Center, Suite
1300, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. You may obtain information on the
operation of the Commission's Public Reference Room by calling the Commission at
1-800-SEC-0330. In addition, you may review the Registration Statement and
certain other filings made with the Commission through the Commission's Internet
web site located at http://www.sec.gov.
We have filed with the Commission a Registration Statement on Form S-3
under the Securities Act of 1933 with respect to the securities offered hereby.
For further information with respect to our operations and the securities
offered hereby, reference is made to the Registration Statement and exhibits
filed or incorporated by reference as part thereof. Statements contained in
this Prospectus concerning the provisions of certain documents are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. Copies of all or
any part of the Registration Statement, including exhibits thereto, may be
obtained, upon payment of prescribed fees, at the offices of the Commission set
forth above.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Pierce Leahy with the Commission pursuant
to the Exchange Act are incorporated into this Prospectus by reference:
(a) Pierce Leahy's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) Pierce Leahy's Current Reports on Form 8-K dated April 7, 1998 and July
2, 1998;
(c) Pierce Leahy's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998; and
(d) The description of the Common Stock contained in Pierce Leahy's
Registration Statement on Form 8-A dated May 27, 1997, including all amendments
and reports filed for the purpose of updating such description.
All documents filed by Pierce Leahy pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any subsequently filed document
which also is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part hereof.
Pierce Leahy will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon the written or oral
request of any such person, a copy of any or all of the documents incorporated
herein by reference, other than exhibits to such documents unless such exhibits
are specifically incorporated by reference into the information that is
incorporated into the Prospectus. Such requests should be directed to Douglas
B. Huntley, Chief Financial Officer, Pierce Leahy Corp., 631 Park Avenue, King
of Prussia, Pennsylvania, 19406; telephone number (610) 992-8200.
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RISK FACTORS
Investment in our securities involves certain elements of risk. Investors
should carefully consider the following factors, among others, before investing
in the Common Stock.
HIGH LEVEL OF INDEBTEDNESS AND LEVERAGE
We have a high level of indebtedness which may affect our operations. As
of September 30, 1998, our consolidated indebtedness was $ 510.7 million. This
level of indebtedness will have important consequences to holders of the Common
Stock, including: (i) a substantial part of our anticipated cash flow from
operations will be used to pay off principal and interest; (ii) our ability to
obtain additional financing in the future may be limited; (iii) our leveraged
position and certain covenants contained in various loan documents could limit
our ability to expand and make capital improvements and acquisitions; and (iv)
our level of indebtedness could make us more vulnerable to economic downturns,
limit our ability to withstand competitive pressures and limit our flexibility
in reacting to industry changes and economic conditions generally.
POTENTIAL INABILITY TO REPAY DEBT
We may have difficulty meeting our debt service obligations in the future.
Our ability to meet our debt service obligations will depend upon our future
operating performance (including the performance of any acquired businesses),
debt levels and financial results which will be subject to general economic
conditions and to financial, business and other factors affecting our
operations, many of which are beyond our control. For the year ended December
31, 1997 and the nine months ended September 30, 1998, our cash interest expense
was $26.3 million and $30.2, million, respectively. Although we believe our
cash flow from operations and available borrowings will be sufficient to meet
our anticipated capital expenditures, working capital and future debt service
requirements, there can be no assurance that we will generate cash flows at
levels sufficient to meet these requirements. To the extent that our existing
resources and future earnings are insufficient to fund such activities or to
repay indebtedness, we may need to raise additional funds through public or
private financings. We cannot be certain that such additional financing would
be available on acceptable terms or at all.
RISKS ASSOCIATED WITH ACQUISITIONS
One of our strategies is to acquire records management businesses that will
complement our existing operations or provide us with an entree into areas we do
not presently serve. We cannot be certain that we will be able to acquire or
profitably manage additional acquisitions or successfully integrate them into
our operations. Other risks related to our acquisition strategy include, but
are not limited to, increasing leverage and debt service requirements, diversion
of our management's time and attention to our operations and combining company
cultures and facilities, each of which could adversely affect our operating
results.
The size, timing and integration of possible future acquisitions may cause
substantial fluctuations in our operating results from quarter to quarter. As a
result, operating results for any
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quarter may not be indicative of results that may be achieved for any subsequent
quarter or for a full fiscal year. Further, we cannot be certain that future
acquisitions will not have an adverse effect on our operating results,
particularly in quarters immediately following the consummation of such
transactions. Once integrated, acquisitions may not achieve levels of net sales
or profitability comparable to those achieved by our existing operations, or
they may not otherwise perform as expected.
RESTRICTIVE DEBT COVENANTS
Our loan documents contain a number of covenants that, among other things,
limit our ability to incur additional indebtedness, pay dividends, prepay
subordinated indebtedness, dispose of certain assets, create liens, make capital
expenditures, make certain investments or acquisitions and otherwise restrict
corporate activities. Such loan documents also require us to comply with
certain financial ratios and tests, under which we will be required to achieve
certain financial and operating results. A breach of any of these covenants
would result in a default under such loan documents. As a result, certain
lenders could elect to declare all amounts borrowed under such loans, together
with accrued interest, to be due and payable. We cannot be certain that we
would have sufficient assets to pay indebtedness then outstanding.
COMPETITION
We face competition from numerous businesses in all geographic areas in
which we operate. As a result of this competition, the records management
industry has, for the past several years, experienced downward pricing
pressures. Should such pricing pressures continue for an extended period of
time, it could have an adverse effect on our results of operations.
We also compete for acquisition candidates. Some of our competitors
possess greater financial and other resources than we do. If any such
competitor were to devote additional resources to the records storage business
and/or such acquisition candidates or to focus its strategy on our areas of
operation, our results of operations could be adversely affected.
We also face competition from the internal document handling capability of
our current and potential customers. We cannot be certain that these
organizations will begin to or continue to outsource more of their document
management needs.
ALTERNATIVE TECHNOLOGIES
The substantial majority of our revenues come 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 storage space than paper. Such technologies currently
include computer media, imaging, microfilming, audio/video tape, film, CD-Rom
and optical disc. None of these technologies has replaced paper as the
principal means for storing business type records. However, we cannot be
certain that this will remain the case. The increased use of such new
technologies could adversely affect our business.
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RISKS RELATING TO INTERNATIONAL OPERATIONS
A portion of our operations are conducted in Canada. Consequently, we are
subject to risks associated with operating in foreign countries. These risks
include, among others, devaluations and fluctuations in currency exchange rates,
imposition of limitations on conversions of foreign currencies into dollars or
remittance of dividends and other payments by foreign subsidiaries and
imposition or increase of withholding and other taxes on remittances and other
payments by foreign subsidiaries. Such risks may have a material effect on our
business and results of operations.
DEPENDENCE ON KEY PERSONNEL
Our success depends, in part, upon the efforts, abilities and expertise of
our executive officers and other key employees, including in particular J. Peter
Pierce, President and Chief Executive Officer. We have no employment contracts
with any of our executive officers. We cannot be certain that we will be able
to retain such officers, the loss of any of whom could have an adverse effect on
our operations.
YEAR 2000 SOFTWARE ISSUES
We use a number of computer software programs and operating systems in our
operations, including the PLUS/(R)/ system. To the extent that the software
applications used in such functions are unable to recognize the year 2000, we
may incur expenses in connection with the need to remedy such problem in the
software and the associated risk and expense of any disruptions that may be
caused by the software's impaired functioning as the year 2000 approaches. We
believe that the PLUS/(R)/ system is year 2000 compliant. We also believe that
the manufacturers of the software applications we use most frequently are in the
process of preparing or have already completed year 2000 remediations for their
products. In addition, we communicate electronically with a number of our
customers and vendors with respect to a variety of functions. Failure of our
vendors or customers to address the year 2000 issue could impair our ability to
perform such functions.
We are currently analyzing the potential impact of the year 2000 issue on
our software and on our interactions with our vendors and customers. Although
we believe that the expenses and capital expenditures associated with achieving
year 2000 compliance will not have a material adverse effect on our business and
financial condition or results of operations, there can be no assurance that the
remediation costs and potential disruptions to our operations would not have a
material adverse affect on our business and financial condition or results of
operations.
FAILURE TO MAINTAIN ADEQUATE CASUALTY INSURANCE
We currently maintain and intend 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 we now own or lease or that we 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.
In the future, if uninsured losses or damages occur, we could lose both our
investment in and anticipated profits from
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such affected property, and we 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 adversely affect our operations.
POTENTIAL ENVIRONMENTAL LIABILITIES
We own or lease in excess of 235 facilities. Under various U.S. federal,
state, local and foreign environmental laws, regulations and ordinances, our
properties and operations on former properties may subject us to liability for
the costs of investigation, removal or remediation of soil and groundwater, on
or off-site, contaminated by hazardous substances, materials or other
contaminants. Certain such laws impose cleanup responsibility and liability
without regard to whether the owner or operator of the real estate or business
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.
Certain facilities that we operate contain asbestos-containing materials.
Certain environmental laws govern the removal, encapsulation or disturbance of
asbestos-containing materials in buildings. Such laws may impose liability for
improper handling and release of asbestos-containing materials, and third
parties may seek to recover from owners or operators of real estate for personal
injury associated with exposure to such materials.
Certain of the properties formerly or currently owned or operated by us
were previously used for industrial or other purposes that involve the use or
storage of hazardous materials or the generation and disposal of hazardous
wastes and the use of underground storage tanks for hazardous materials. We
have from time to time conducted certain environmental investigations, and
remedial activities have been performed, at certain of our former and current
properties. However, an in-depth environmental review of each of the properties
and related operations has not been conducted by us or on our behalf.
CONTROL OF PIERCE LEAHY
Members of the Pierce family who collectively own approximately 49% of the
shares of the Common Stock have entered into a ten-year voting trust agreement
pursuant to which all of the shares subject to the voting trust agreement or
related proxies are voted at the direction of Leo W. Pierce, Sr. and J. Peter
Pierce as Voting Trustees. Consequently, the Voting Trustees have substantial
power in determining the election of the directors and the outcome of corporate
actions requiring shareholder approval.
ANTI-TAKEOVER PROVISIONS
Our Articles of Incorporation and Bylaws contain certain provisions that
may discourage certain transactions involving actual or threatened change of
control of ownership. Such provisions could limit the price that certain
investors might be willing to pay in the future for shares of Common Stock. In
addition, shares of preferred stock may be issued by the Board of Directors
without shareholder approval on such terms and conditions and having such
rights, privileges and
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preferences as the Board of Directors may determine. The rights of the holders
of the Common Stock will be subject to, and may be adversely affected by, the
rights of the holders of any preferred stock that may be issued in the future.
We have no current plans to issue any shares of preferred stock.
NO DIVIDENDS
We do not anticipate paying any cash dividends on the Common Stock in the
foreseeable future as we intend to retain any future earnings for use in our
business. Additionally, our ability to pay cash dividends is limited by the
terms of certain notes and credit facilities evidencing borrowings.
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SELLING SHAREHOLDERS
The following table lists the names of the persons whose shares of
Common Stock are covered by this Prospectus, and for each, the number of shares
of Common Stock owned at the commencement of this offering, the number of shares
being offered for sale and the number of shares to be owned after the offering.
<TABLE>
<CAPTION>
No. of Shares
Owned No. of Shares
Selling Prior No. of Shares Owned After
Shareholder to Offering Being Offered Offering
- ---------------------- ------------- ------------- -----------
<S> <C> <C> <C>
Michael Smith/1/ 518,717 518,717 0
Popell Living Trust 29,545 29,545 0
Henry H. Porter, Jr. 22,363 22,363 0
John C. Nichols, II 10,827 10,827 0
David Redmon 4,164 4,164 0
H. Cameron Parker 1,281 1,000 281
Gary G. Herzberg 2,955 2,955 0
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Total 589,852 589,571 281
====================== ======= ======= ===
</TABLE>
/1/Mr. Smith is President of Comac, Pierce Leahy's marketing fulfillment
division. Mr. Smith is also a partner in a partnership that leases a building
to the Comac division.
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PLAN OF DISTRIBUTION
The sale of the shares of Common Stock covered by this Prospectus by
the Selling Shareholders may be effected from time to time in one or more
transactions on the New York Stock Exchange, in the over-the-counter market, in
negotiated transactions or a combination of such methods of sale, at fixed
prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market prices or at negotiated prices. The Selling Shareholders
may effect such transactions by selling the shares directly to purchasers or to
or through broker-dealers which may act as agents or principals. Such broker-
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the shares for whom broker-dealers may act as agent or to whom they may sell
as principals or both (which compensation as to a particular broker-dealer may
be less than or in excess of customary commissions). Under certain
circumstances, the Selling Shareholders and any broker-dealers that act in
connection with the sales of the shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, and any
commissions received by them and any profit on the sale of the shares as
principals may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933.
Pierce Leahy will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby.
LEGAL MATTERS
Cozen and O'Connor, Philadelphia, Pennsylvania, counsel to Pierce
Leahy, has rendered its opinion that the shares of Common Stock offered hereby
are legally issued, fully paid and non-assessable. Two members of Cozen and
O'Connor are limited partners in certain limited partnerships that lease
facilities to Pierce Leahy.
EXPERTS
The consolidated financial statements and schedules of Pierce Leahy
Corp. as of December 31, 1996 and 1997, and for each of the three years in the
period ended December 31, 1997, incorporated by reference in this Prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.
The financial statements of Archivex Inc., as of November 30, 1996 and
1997, and for the years then ended, incorporated by reference in this Prospectus
and elsewhere in the Registration Statement have been audited by Friedman &
Friedman, Chartered Accountants, independent auditors, as stated in their report
with respect thereto, and are incorporated by reference herein in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
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The financial statements of Kestrel Holdings, Inc. as of September 30,
1997, and for the year then ended, incorporated by reference in this Prospectus
and elsewhere in the Registration Statement have been audited by James N. Howard
& Associates, P.C., independent auditors, as stated in their report with respect
thereto, and are incorporated by reference herein in reliance upon the report of
such firm given upon their authority as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
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The following table sets forth the expenses in connection with the
issuance and distribution of the securities being registered. All of the
amounts shown are estimates, other than the registration fee,
<TABLE>
<CAPTION>
<S> <C>
Registration fee................................................. $ 4,036.06
Printing expenses................................................ 2,000.00
Legal fees and expenses.......................................... 10,000.00
Accountants' fees and expenses................................... 10,000.00
Miscellaneous expenses........................................... 3,963.94
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TOTAL $ 30,000.00
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</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Subchapter D (Sections 1741 through 1750) of Chapter 17 of the
Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), contains
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers, employees and agents (collectively "Representatives"), and
related matters.
Under Section 1741, subject to certain limitations, a corporation has
the power to indemnify directors, officers and other Representatives under
certain prescribed circumstances against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with a threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative, to which any of them
is a party or threatened to be made a party by reason of his being a
Representative of the corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other enterprise, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful.
Section 1742 provides for indemnification with respect to derivative
and corporate actions similar to that provided by Section 1741. However,
indemnification is not provided under Section 1742 in respect of any claim,
issue or matter as to which a Representative has been adjudged to be liable to
the corporation unless and only to the extent that the proper court determines
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, a Representative is fairly and reasonably
entitled to indemnity for the expenses that the court deems proper.
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Section 1743 provides that indemnification against expenses is
mandatory to the extent that a Representative has been successful on the merits
or otherwise in defense of any such action or proceeding referred to in Section
1741 or 1742.
Section 1744 provides that unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation as
authorized in the specific case upon a determination that indemnification of a
Representative is proper because the Representative met the applicable standard
of conduct, and such determination will be made by the board of directors by a
majority vote of a quorum of directors not parties to the action or proceeding;
if a quorum is not obtainable or if obtainable and a majority of disinterested
directors so directs, by independent legal counsel; or by the shareholders.
Section 1745 provides that expenses incurred by a Representative in
defending any action or proceeding referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.
Section 1746 provides generally that except in any case where the act
or failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL shall not be deemed exclusive of any other rights to which a
Representative seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office.
Section 1747 grants a corporation the power to purchase and maintain
insurance on behalf of any Representative against any liability incurred by him
in his capacity as a Representative, whether or not the corporation would have
the power to indemnify him against that liability under Subchapter D of Chapter
17 of the PBCL.
Sections 1748 and 1749 apply the indemnification and advancement of
expenses provisions contained in Subchapter D of Chapter 17 of the PBCL to
successor corporations resulting from consolidation, merger or division and to
service as a representative of a corporation or an employee benefit plan.
Section 7.2 of the Registrant's Bylaws provides indemnification to
directors and officers for all actions taken by them and for all failures to
take action to the fullest extent permitted by Pennsylvania law against all
expense, liability and loss reasonably incurred or suffered by them in
connection with any threatened, pending or completed action, suit or proceeding
(including, without limitation, an action, suit or proceeding by or in the right
of the Registrant), whether civil, criminal, administrative, investigative or
through arbitration. Section 7.2 also permits the Registrant, by action of its
Board of Directors, to indemnify officers, employees and other persons to the
same extent as directors. Amendments, repeals or modifications of Section 7.2
can only be prospective and such changes require the affirmative vote of not
less than all of the directors then serving or
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holders of a majority of the outstanding shares of stock of the Registrant
entitled to vote in elections of directors. Section 7.2 further permits the
Registrant to maintain insurance, at its expense, for the benefit of any person
on behalf of whom insurance is permitted to be purchased by Pennsylvania law
against any such expenses, liability or loss, whether or not the Registrant
would have the power to indemnify such person against such expense, liability or
loss under Pennsylvania or other law.
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ITEM 16. EXHIBITS
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Exhibit
No.
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5 Opinion of Cozen and O'Connor
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Friedman & Friedman, Chartered Accountants
23.3 Consent of James N. Howard & Associates, P.C.
23.4 Consent of Cozen and O'Connor (contained in Exhibit 5)
24 Powers of Attorney (included on signature page of the
Registration Statement)
ITEM 17. UNDERTAKINGS.
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The undersigned Registrant 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 the 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 the 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 paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") that are incorporated by reference in the
registration statement.
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(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.
The undersigned Registrant hereby undertakes 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 15(d) of the Exchange
Act that is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant 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 the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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, the Registrant 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-5
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of King of Prussia, Commonwealth of Pennsylvania on
February 10, 1999
PIERCE LEAHY CORP.
By:/s/ J. Peter Pierce
-------------------------------------------
J. Peter Pierce, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below in so signing also makes, constitutes and appoints J. Peter Pierce
and Douglas B. Huntley, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to execute and cause to be
filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Leo W. Pierce, Sr. Chairman of the Board of February 10, 1999
- ------------------------ Directors
Leo W. Pierce, Sr.
/s/ J. Peter Pierce President, Chief Executive February 10, 1999
- ------------------------ Officer and Director
Peter Pierce (Principal Executive Officer)
/s/ Douglas B. Huntley Vice President, Chief February 10, 1999
- ------------------------ Financial Officer
Douglas B. Huntley and Director
(Principal Financial and
Accounting Officer)
/s/ Alan B. Campell Director February 10, 1999
- ------------------------
Alan B. Campell
Director , 1999
- ------------------------
Delbert S. Conner
/s/ Thomas A. Decker Director February 10, 1999
- ------------------------
Thomas A. Decker
/s/ J. Anthony Hayden Director February 10, 1999
- ------------------------
J. Anthony Hayden
</TABLE>
II-7
<PAGE>
PIERCE LEAHY CORP.
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
-------------
Exhibit No.
- -----------
5 Opinion of Cozen and O'Connor
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Friedman & Friedman, Chartered Accountants
23.3 Consent of James N. Howard & Associates, P.C.
23.4 Consent of Cozen and O'Connor (contained in Exhibit 5)
24 Powers of Attorney (included on signature page of the Registration
Statement)
II-8
<PAGE>
Exhibit 5
[LETTERHEAD OF COZEN AND O'CONNOR]
February 10, 1999
Pierce Leahy Corp.
631 Park Avenue
King of Prussia, PA 19406
Re: Pierce Leahy Corp.
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
As counsel to Pierce Leahy Corp. (the "Company"), we have assisted in
the preparation of the Company's Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933 relating to 589,571 shares of the
Company's Common Stock to be sold by certain selling shareholders named in the
Registration Statement.
In connection therewith, we have examined the Company's Articles of
Incorporation, Bylaws and such corporate records and other documents as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity to original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing examination, information and assumptions, it
is our opinion that the shares of Common Stock being registered hereby have been
legally issued and are fully paid and non-assessable.
We hereby expressly consent to the reference to our Firm in the
Registration Statement under the Prospectus caption "Legal Matters" and to the
inclusion of this opinion as an exhibit to the Registration Statement.
Very truly yours,
COZEN AND O'CONNOR
<PAGE>
Exhibit 23.1
[Arthur Andersen LLP Letterhead]
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 27, 1998
included in Pierce Leahy Corp.'s Form 10-K for the year ended December 31, 1997
and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Philadelphia, Pa.,
February 9, 1999
<PAGE>
Exhibit 23.2
[Friedman & Friedman Letterhead]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-3) of Pierce Leahy Corp., of our report dated January 13, 1998 (except
as to note 11 which is as of February 4, 1998) to the shareholders of Archivex
Inc. on the consolidated balance sheets as at November 30, 1997 and 1996 and for
the consolidated statements of earnings, retained earnings and cash flows for
each of the years ended November 30, 1997, 1996 and 1995 appearing in the
Current Reports on Form 8-K of Pierce Leahy Corp. dated April 7, 1998 and July
2, 1998 and to all references to our Firm in this Registration Statement.
Friedman & Friedman
Chartered Accountants
Montreal, Quebec
February 9, 1999
<PAGE>
Exhibit 23.3
[James N. Howard and Associates, P.C. Letterhead]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-3 of our report dated
December 5, 1997 on the financial statements of Kestrel Holdings, Inc. as of and
for the year ended September 30, 1997, included in Pierce Leahy Corp.'s Form 8-K
dated July 2, 1998 and all references to our Firm included in this registration
statement.
James N. Howard and Associates, P.C.
Dallas, Texas
February 9, 1999
