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Registration No. 333-72191
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
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
incorporation or organization) identification number)
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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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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
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. [ ] _________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, 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
<TABLE>
<CAPTION>
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Proposed
Maximum Proposed
Title of Aggregate Maximum
Securities Amount Offering Aggregate Amount Of
To Be To Be Price Per Offering Registration
Registered Registered(1) Share(1) Price(1) Fee(1)
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<S> <C> <C> <C> <C>
Common Stock, 589,571 $24.625 $14,518,185.87 $4,036.06(2)
$.01 par value
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</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, based
upon the average of the high and low prices reported on the New York Stock
Exchange of the Registrant's Common Stock on February 9, 1999.
(2) Previously Paid.
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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SIGNATURES
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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 amendment to its
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 19, 1999
PIERCE LEAHY CORP.
By: /s/ J. Peter Pierce
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J. Peter Pierce, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to its registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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* Chairman of the Board of February 19, 1999
- ---------------------- Directors
Leo W. Pierce, Sr.
/s/ J. Peter Pierce President, Chief Executive February 19, 1999
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J. Peter Pierce (Principal Executive Officer)
* Vice President, Chief February 19, 1999
- ---------------------- Financial Officer
Douglas B. Huntley and Director
(Principal Financial
Accounting Officer)
* Director February 19, 1999
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Alan B. Campell
Director February , 1999
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Delbert S. Conner
* Director February 19, 1999
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Thomas A. Decker
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* Director February 19, 1999
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J. Anthony Hayden
*By: /s/ J. Peter Pierce
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Attorney-in-fact pursuant to the powers
of attorney previously filed as part of
this Registration Statement
