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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
Pierce Leahy Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
720722 10 7
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
X Rule 13d-1(d)
---
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 pages
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CUSIP NO. 720722 10 7 13G PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leo W. Pierce, Sr.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
United States of America
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SOLE VOTING POWER
5
NUMBER OF 3,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
8,346,225
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 511,787
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
85,880
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
8,349,225
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
49.0%
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
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SCHEDULE 13G
Item 1.
1(a). Name of Issuer: Pierce Leahy Corp.
1(b). Address of Issuer's Principal Executive Offices:
631 Park Avenue, King of Prussia, Pennsylvania 19406
Item 2.
2(a). Name of Person Filing: Leo W. Pierce, Sr.
2(b). Address of Principal Business Office:
631 Park Avenue, King of Prussia, Pennsylvania 19406
2(c). Citizenship: U.S.
2(d). Title of Class of Securities: Common Stock, $.01 par value
2(e). CUSIP Number: 720722 10 7
Item 3.
Not Applicable.
Item 4. Ownership
As of December 31, 1998, Leo W. Pierce, Sr. beneficially owned (as
calculated in accordance with Rule 13d-3) 8,349,225 shares of Common Stock,
representing 49.0% of the Common Stock then outstanding. Of such amount,
8,260,345 shares are held in a Voting Trust pursuant to a Voting Trust Agreement
dated June 24, 1997 (as amended or restated from time to time, the "Voting
Trust") or pursuant to proxies issued in connection with the Voting Trust. Leo
W. Pierce, Sr. and J. Peter Pierce are the Trustees of the Voting Trust and, as
such, each have shared power to vote the shares held in the Voting Trust or
subject to such proxies. In the event that the two Trustees disagree as to how
to vote the shares held subject to the Voting Trust or subject to the proxies,
one-half of the shares subject to the Voting Trust and the proxies will be voted
at the direction of each Trustee.
The beneficial owners of interests in the Voting Trust or the shares
subject to the proxies have the right to dispose of the shares as to which they
have beneficial interests. Mr. Pierce has a direct beneficial interest in the
383,813 shares of Common Stock held in the Voting
Page 3 of 5 pages
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Trust and 3,000 shares owned directly by him which are not subject to the Voting
Trust, and, as such, has sole dispositive power with respect to 386,813 shares.
Mr. Pierce also beneficially owns 124,974 shares as trustee of a trust and as
such has sole dispositive power with respect to such shares. Mr. Pierce is also
the Co-trustee of the Pierce Family Foundation (the "Foundation"), which owns
85,880 shares of Common Stock. In his capacity as Co-trustee, Mr. Pierce has
shared voting and dispositive power with respect to such shares. Mr. Pierce
disclaims beneficial ownership of all shares held by the Foundation.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Except with respect to the 383,813 shares of Common Stock held in the
Voting Trust with respect to which Mr. Pierce has a direct beneficial interest,
all of the other shares of Common Stock held in the Voting Trust are
beneficially owned by other members of the Pierce family or Trusts for the
benefit of members of the Pierce family. As such, the various beneficial owners
of interests in the Voting Trust have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
shares of Common Stock. Of the shares held in the Voting Trust, the following
individuals have the right to receive or direct the receipt of dividends from or
the proceeds from the sale of the number of shares of Common Stock indicated:
J. Peter Pierce -- 1,357,005 shares; Leo W. Pierce, Jr. -- 1,171,251 shares;
Michael J. Pierce -- 1,118,708 shares; Mary E. Pierce -- 1,391,953 shares;
Barbara P. Quinn -- 1,066,858 shares; and Constance P. Buckley -- 1,096,167
shares. With respect to the 85,880 shares of Common Stock held by the
Foundation, the Foundation has the right to receive the dividends from or the
proceeds from the sale of such shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
Page 4 of 5 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 11, 1999
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Date
/s/ Leo W. Pierce, Sr.
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Signature
Leo W. Pierce, Sr.
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Name/Title
Page 5 of 5 pages
