<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or
Rule 14a-12
IRON MOUNTAIN INCORPORATED
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if Other Than the Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No Fee Required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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</TABLE>
<PAGE>
IRON MOUNTAIN INCORPORATED
745 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 1, 2000
To the Shareholders of
IRON MOUNTAIN INCORPORATED:
Iron Mountain Incorporated will hold its 2000 Annual Meeting of Shareholders
at the offices of Sullivan & Worcester LLP, One Post Office Square, 23rd Floor,
Boston, Massachusetts, on June 1, 2000 at 10:00 a.m. local time for the
following purposes:
1. To elect four Class III Directors for a three-year term or until their
successors are elected and qualified;
2. To ratify the selection by the Board of Directors of Arthur Andersen LLP
as our independent public accountants for the year ending December 31,
2000; and
3. To transact such other business as may properly come before the meeting.
Attached to this notice is a Proxy Statement relating to the proposals to be
considered at the meeting. The Board of Directors has fixed the close of
business on March 23, 2000 as the record date for the determination of
shareholders entitled to receive notice of and to vote at the meeting or any
adjournment or postponement thereof. In the event that the Annual Meeting is
adjourned for at least 15 days due to the absence of a quorum, those
shareholders entitled to vote who attend the adjourned meeting, although
otherwise less than a quorum, shall constitute a quorum for the purpose of
acting upon any matter set forth in this notice.
Your vote is important regardless of the number of shares you own. We
request that you complete, sign, date and return the enclosed proxy card without
delay in the enclosed postage-paid return envelope, even if you now plan to
attend the meeting. You may revoke your proxy at any time prior to its exercise
or by attending the meeting and voting in person.
All shareholders are cordially invited to attend the meeting.
By order of the Board of Directors,
GARRY B. WATZKE, SECRETARY
Boston, Massachusetts
April 28, 2000
<PAGE>
IRON MOUNTAIN INCORPORATED
745 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 1, 2000
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Iron Mountain Incorporated for use at the
Annual Meeting of Shareholders to be held on June 1, 2000 or at any adjournment
or postponement thereof.
Our Annual Report to Shareholders for the year ended December 31, 1999 is
being mailed to shareholders with the mailing of this Proxy Statement on or
about April 28, 2000.
We will bear all costs of solicitation of proxies. In addition to
solicitations by mail, our Directors, officers and regular employees, without
additional remuneration, may solicit proxies by telephone, telecopy and personal
interviews. Brokers, banks, custodians and other fiduciaries will be requested
to forward proxy soliciting material to the beneficial owners of shares held of
record by such persons, and we will reimburse them for their reasonable
out-of-pocket expenses incurred in connection with the distribution of such
proxy materials.
EXPLANATORY NOTE
On February 1, 2000, Iron Mountain Incorporated, a Delaware corporation
("Old Iron Mountain"), acquired Pierce Leahy Corp., a Pennsylvania corporation
("Pierce Leahy"). Because the transaction was structured as a reverse merger,
Old Iron Mountain merged with and into Pierce Leahy, and Pierce Leahy survived
the merger. Immediately after the merger, Pierce Leahy changed its name from
Pierce Leahy Corp. to Iron Mountain Incorporated ("Iron Mountain," the "Company"
or "we"). Based on the number of shares of Old Iron Mountain and Pierce Leahy
common stock outstanding, immediately after the merger former stockholders of
Old Iron Mountain owned approximately 65% of the Company's common stock, $.01
par value per share ("Common Stock"). Because of this share ownership, Old Iron
Mountain is considered the acquiring entity for accounting purposes, and the
Company adopted Old Iron Mountain's financial statements as its own upon the
completion of the merger. In connection with the merger, Old Iron Mountain's
Board of Directors and top executive officers became the Board of Directors and
executive officers of the Company, except that J. Peter Pierce and Howard D.
Ross were also elected Directors, J. Peter Pierce became the President of the
Company and David S. Wendell became the Senior Vice President of the Company. In
order to provide comprehensive disclosure, items in this Proxy Statement
containing historical information include disclosures for both Old Iron Mountain
and Pierce Leahy.
REVOCABILITY OF PROXIES
Any shareholder giving a proxy in the enclosed form has the power to revoke
it at any time before it is exercised. You may revoke your proxy by delivering
to the Secretary of the Company at the address given
1
<PAGE>
above a written notice of revocation or another duly executed proxy bearing a
later date. You may also revoke your proxy by attending the Annual Meeting and
voting in person.
RECORD DATE, VOTING AND SHARE OWNERSHIP
Our Common Stock is the only class of voting securities outstanding and
entitled to vote at the Annual Meeting. On March 23, 2000, the record date for
the determination of shareholders entitled to notice of and to vote at the
Annual Meeting (the "Record Date"), 54,385,639 shares of Common Stock were
outstanding and entitled to vote. Each share is entitled to one vote on each
matter.
The presence at the Annual Meeting, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes that all shareholders are
entitled to cast at the Annual Meeting will constitute a quorum. Shares
represented by a properly signed and returned proxy will be treated as present
at the Annual Meeting for purposes of determining a quorum, without regard to
whether the proxy is marked as casting a vote or abstaining. Shares represented
by "broker non-votes" will not be treated as present for purposes of determining
a quorum. A broker non-vote occurs on an item when a broker identified as the
record holder of shares is not permitted to vote on that item without
instruction from the beneficial owner of the shares and no instruction is given.
A proxy in the enclosed form, if received in time for voting and not
revoked, will be voted at the Annual Meeting in accordance with the instructions
contained therein. Where a choice is not so specified, the shares represented by
the proxy will be counted "For" the election of the nominees for Director listed
herein and in favor of the other matters set forth in the Notice of Annual
Meeting accompanying this Proxy Statement. Abstentions and broker non-votes do
not affect the election of the Directors or the ratification of the accountants.
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us with respect
to beneficial ownership of Common Stock by (i) each Director, (ii) the Chief
Executive Officer and the other four most highly compensated executive officers
in the Company, (iii) all Directors and executive officers of the Company as a
group and (iv) each shareholder known by us to be the beneficial owner of more
than five percent of the Common Stock. Such information is presented as of
March 1, 2000, except as otherwise indicated.
<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL
OWNERSHIP(1)
--------------------------
NAME SHARES PERCENT OWNED
- ---- ---------- -------------
<S> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
C. Richard Reese(2)......................................... 1,690,729 3.1%
J. Peter Pierce(3).......................................... 7,283,894 13.4%
John F. Kenny, Jr.(4)....................................... 191,667 *
David S. Wendell(5)......................................... 275,166 *
Harold E. Ebbighausen(6).................................... 19,399 *
Clarke H. Bailey(7)......................................... 56,926 *
Constantin R. Boden(8)...................................... 33,775 *
Kent P. Dauten(9)........................................... 1,411,682 2.6%
Eugene B. Doggett(10)....................................... 14,955 *
B. Thomas Golisano(11)...................................... 1,523,095 2.8%
Arthur D. Little(12)........................................ 41,220 *
Howard D. Ross(13).......................................... 0 *
Vincent J. Ryan(14)......................................... 5,043,080 9.3%
All Directors and executive officers as a group (13
persons)(15).............................................. 17,585,588 32.4%
FIVE PERCENT SHAREHOLDERS
Leo W. Pierce, Sr.(16)...................................... 7,422,756 13.7%
Schooner Capital LLC(17).................................... 2,736,076 5.0%
Thomas W. Smith(18)......................................... 3,850,130 7.1%
Thomas N. Tryforos(19)...................................... 3,107,393 5.7%
Wellington Management Company, LLP(20)...................... 3,557,400 6.6%
</TABLE>
- ------------------------
*Less than 1%
(1) Except as otherwise indicated, the persons named in the table above have
sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2) Mr. Reese is a Director, Chairman of the Board and Chief Executive Officer
of the Company. Includes 22,825 shares of Common Stock held in trusts for
the benefit of Mr. Reese's children, as to which Mr. Reese disclaims
beneficial ownership. Also includes 874,249 shares of Common Stock as to
which Mr. Reese shares beneficial ownership with Schooner Capital LLC
("Schooner") as a result of a 1988 deferred compensation arrangement, as
amended, between Schooner and Mr. Reese relating to Mr. Reese's former
services as President of the predecessor corporation to Schooner. Pursuant
to such arrangement, upon the earlier to occur of (i) Schooner's sale or
exchange of substantially all of the shares of Common Stock held by Schooner
or (ii) the cessation of Mr. Reese's employment with the Company, Schooner
is required to transfer such shares of Common Stock to Mr. Reese or remit to
3
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Mr. Reese cash in an amount equal to the then current fair market value of
such shares of Common Stock. Schooner has agreed to vote the shares of
Common Stock subject to such arrangement at the direction of Mr. Reese.
(3) Mr. Pierce is a Director and President of the Company. Includes 7,265,744
shares 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"), some of which are also subject to proxies (the "Proxies") granted
under such Voting Trust Agreement. Mr. Pierce and Leo W. Pierce, Sr., as
co-trustees of the Voting Trust (the "Trustees") and the persons granted
voting rights under the Proxies, share power to vote the shares held in the
Voting Trust or subject to the Proxies. In the event that the two Trustees
disagree as to how to vote the shares held subject to the Voting Trust or
the Proxies, one-half of the shares subject to the Voting Trust and/or
Proxies will be voted at the direction of each Trustee. The beneficial
owners of the interests in the Voting Trust and/or subject to the Proxies
have the right to dispose of the shares to which they have beneficial
interests.
(4) Mr. Kenny is the Executive Vice President and Chief Financial Officer and a
Director of the Company. Includes 179,520 shares that Mr. Kenny has the
right to acquire pursuant to currently exercisable options.
(5) Mr. Wendell is a Senior Vice President of the Company. Includes 268,049
shares that Mr. Wendell has the right to acquire pursuant to currently
exercisable options.
(6) Mr. Ebbighausen is the President of Arcus Data Security, Inc. Includes
18,764 shares that Mr. Ebbighausen has the right to acquire pursuant to
currently exercisable options.
(7) Mr. Bailey is a Director of the Company. Includes 2,455 shares that
Mr. Bailey has the right to acquire pursuant to currently exercisable
options.
(8) Mr. Boden is a Director of the Company. Includes 2,455 shares that
Mr. Boden has the right to acquire pursuant to currently exercisable
options.
(9) Mr. Dauten is a Director of the Company. Includes 2,455 shares that
Mr. Dauten has the right to acquire pursuant to currently exercisable
options.
(10) Mr. Doggett is a Director of the Company. Includes 2,455 shares that
Mr. Doggett has the right to acquire pursuant to currently exercisable
options.
(11) Mr. Golisano is a Director of the Company. Includes 7,882 shares that
Mr. Golisano has the right to acquire pursuant to currently exercisable
options.
(12) Mr. Little is a Director of the Company. Includes 37,500 shares held by The
Little Family Trust, as to which Mr. Little disclaims beneficial ownership,
as well as 2,455 shares that Mr. Little has the right to acquire pursuant to
currently exercisable options.
(13) Mr. Ross is a Director of the Company.
(14) Mr. Ryan is a Director of the Company. Includes 2,455 shares that Mr. Ryan
has the right to acquire pursuant to currently exercisable options. Also
includes 2,736,076 shares of Common Stock held by Schooner, as to which
Mr. Ryan has sole voting power and investment power as the Chairman of the
Board of Schooner and the principal stockholder of Schooner Capital Trust,
the sole member of Schooner. Mr. Ryan's address is c/o Schooner Capital LLC,
745 Atlantic Avenue, Boston, Massachusetts 02111. See footnote
(17) regarding shares held by Schooner.
4
<PAGE>
(15) Includes 488,945 shares that Directors and executive officers have the
right to acquire pursuant to currently exercisable options.
(16) Includes 153,712 shares held in the Pierce Family Foundation, of which
Mr. Pierce is a co-trustee, and 7,265,744 shares held in the Voting Trust
described in footnote (3). Mr. Pierce's address is 443 Silver Moss Drive,
John's Island, Vero Beach, Florida 32963.
(17) Mr. Ryan is the Chairman of the Board of Schooner and the principal
stockholder of Schooner Capital Trust, the sole member of Schooner, and,
accordingly, has sole voting and investment power with respect to the shares
of Common Stock held by Schooner. Includes 874,249 shares of Common Stock as
to which Schooner shares beneficial ownership with Mr. Reese as described in
footnote (2). Schooner has agreed to vote the shares of Common Stock subject
to such arrangements at the direction of Mr. Reese. The address of Schooner
Capital LLC is 745 Atlantic Avenue, Boston, Massachusetts 02111.
(18) This information is presented as of December 31, 1999, and is based solely
on a Schedule 13G filed with the Securities and Exchange Commission (the
"SEC") on March 15, 2000. Mr. Smith has sole voting and dispositive power
over 766,490 shares and has shared voting and dispositive power over
3,083,640 shares with Mr. Tryforos. The address of Mr. Smith is 323 Railroad
Avenue, Greenwich, Connecticut 06830.
(19) This information is presented as of December 31, 1999, and is based solely
on a Schedule 13G filed with the SEC on March 15, 2000. Mr. Tryforos has
sole voting and dispositive power over 23,753 shares and has shared voting
and dispositive power over 3,083,640 shares with Mr. Smith. The address of
Mr. Tryforos is 323 Railroad Avenue, Greenwich, Connecticut 06830.
(20) This information is presented as of December 31, 1999, and is based solely
on a Schedule 13G/A filed with the SEC on February 11, 2000. Wellington
Management Company, LLP has shared voting power over 2,538,600 shares and
shared dispositive power over 3,557,400 shares. The address of Wellington
Management Company, LLP is 75 State Street, Boston, Massachusetts 02109.
5
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ITEM 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of eleven Directors. There are
three classes of Directors who serve for a three-year term and are elected on a
staggered basis, one class of Directors standing for election each year. The
term of the Class III Directors, Kent P. Dauten, Arthur D. Little, J. Peter
Pierce and C. Richard Reese, will expire at the Annual Meeting; the term of the
Class I Directors, Clarke H. Bailey, Constantin R. Boden and Eugene B. Doggett,
will expire at the 2001 Annual Meeting of Shareholders; and the term of the
Class II Directors, B. Thomas Golisano, John F. Kenny, Jr., Howard D. Ross and
Vincent J. Ryan, will expire at the 2002 Annual Meeting of Shareholders.
Directors of each class hold office until the third annual meeting of the
shareholders of the Company following their election or until their successors
are elected and qualified.
At the Annual Meeting, the four Class III Directors are to be elected to
serve until our 2003 Annual Meeting of Shareholders, or until their successors
are elected and qualified. The Board of Directors has selected as nominees the
current Class III Directors of the Company, Kent P. Dauten, Arthur D. Little,
J. Peter Pierce and C. Richard Reese. Each has agreed to serve if elected, and
management has no reason to believe that any of the nominees will be unavailable
to serve. In connection with the merger of Old Iron Mountain and Pierce Leahy,
certain members of the Pierce family and related trusts entered into a voting
agreement that limits their ability to transfer their shares of the Company's
stock for a period after the merger. These restrictions expire automatically on
the fifth anniversary of the closing of the merger, or sooner if (i) the shares
subject to the voting agreement represent less than five percent of the
Company's outstanding stock or (ii) J. Peter Pierce no longer serves as a
Director of the Company, other than if he resigns or refuses to accept the
nomination of the Company's Board of Directors.
Our executive officers were last elected on February 1, 2000, upon the
completion of the merger of Old Iron Mountain and Pierce Leahy. At a meeting to
be held immediately following the Annual Meeting, the Board of Directors
currently intends to reelect the current executive officers of the Company. All
executive officers hold office at the discretion of the Board of Directors until
the first meeting of the Board of Directors following the next annual meeting of
shareholders and until their successors are chosen and qualified. Except for T.
Anthony Ryan, the Company's Vice President, Real Estate, and Vincent J. Ryan, a
Class II Director, who are brothers, there are no family relationships between
or among any of our officers or Directors.
REQUIRED VOTE
The affirmative vote of holders of a plurality of the votes properly cast at
the Annual Meeting is required to elect each Class III Director. For purposes of
determining which nominees receive a plurality, only those cast "For" or
"Against" are included, and any abstentions or broker non-votes will not count
in making that determination.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES LISTED BELOW TO SERVE AS CLASS III DIRECTORS OF IRON MOUNTAIN UNTIL
THE 2003 ANNUAL MEETING OF SHAREHOLDERS, OR UNTIL THEIR SUCCESSORS ARE ELECTED
AND QUALIFIED.
Set forth below are the name and age of each Class III Director, his
principal occupation and business experience during the past five years and the
names of certain other companies of which he served as a Director, as of
March 30, 2000.
6
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND BUSINESS EXPERIENCE
NOMINEE DURING THE PAST FIVE YEARS
- ------- ------------------------------------------------------------
<S> <C>
Kent P. Dauten Mr. Dauten is a Class III Director of the Company, a
Age 44 position he has held since February 2000. Prior to the
merger of Old Iron Mountain and Pierce Leahy, he had been a
Director of Old Iron Mountain since November 1997. He also
serves as President of Keystone Capital, Inc., a management
and consulting advisory service firm, a position he has held
since March 1994. In February 1995, Mr. Dauten founded
HIMSCORP, Inc. (d/b/a Record Masters) and served as its
President until its acquisition by Old Iron Mountain in
November 1997. Mr. Dauten currently serves as a Director of
Health Management Associates, Inc., a hospital management
firm, and is a Trustee of ElderTrust, a health care real
estate investment trust. Mr. Dauten holds a Master of
Business Administration degree from Harvard Business School.
Arthur D. Little Mr. Little is a Class III Director of the Company, a
Age 56 position he has held since February 2000. Prior to the
merger, he had been a Director of Old Iron Mountain since
November 1995. Mr. Little is a principal of The Little
Investment Company, which he founded in 1992. Prior to that,
he was Managing Director of and also a partner in
Narragansett Capital, Inc., a private investment firm. He
holds a Bachelor of Arts degree in history from Stanford
University.
J. Peter Pierce J. Peter Pierce is a Class III Director and the President of
Age 54 the Company, positions he has held since February 2000.
Prior to the merger, Mr. Pierce had been the President and
Chief Executive Officer of Pierce Leahy since 1995 and a
Director of Pierce Leahy since the early 1970s. From 1984 to
1995, Mr. Pierce was the President and Chief Operating
Officer of Pierce Leahy. Prior to 1984, he served in various
other capacities with Pierce Leahy, including as Vice
President of Operations, General Manager of Connecticut, New
York and New Jersey, and Sales Executive. Mr. Pierce
attended the University of Pennsylvania and served in the
United States Marine Corps.
C. Richard Reese Mr. Reese is a Class III Director, Chairman of the Board and
Age 54 Chief Executive Officer of the Company, positions he has
held since February 2000. Prior to the merger, Mr. Reese had
been the Chairman of the Old Iron Mountain Board of
Directors since November 1995, a Director of Old Iron
Mountain since 1990 and the Chief Executive Officer of Old
Iron Mountain since 1981. Mr. Reese was also the President
of Old Iron Mountain from 1981 until November 1995. Mr.
Reese is a member of the investment committee of Schooner.
Prior to joining Old Iron Mountain, Mr. Reese lectured at
Harvard Business School in "Entrepreneurship" and provided
consulting services to small- and medium-sized emerging
enterprises. Mr. Reese has also served as the President and
a Director of Professional Records and Information Services
("PRISM"), a trade group of approximately 530 members. He
holds a Master of Business Administration degree from
Harvard Business School.
</TABLE>
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Set forth below are the name and age of each other Director and executive
officer of the Company, his principal occupation and business experience during
the past five years and the names of certain other companies of which he served
as a Director, as of March 30, 2000.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
- ---- ------------------------------------------------------------
<S> <C>
Clarke H. Bailey Mr. Bailey is a Class I Director of the Company, a position
Age 45 he has held since February 2000. Prior to the merger, he had
been a Director of Old Iron Mountain since January 1998. He
is Co-Chairman and Director of Highgate Capital LLC, a
private equity firm, and Chairman, Chief Executive Officer
and a Director of National Fulfillment, Inc., a private
company. Mr. Bailey was the Chairman and Chief Executive
Officer of each of Arcus Group, United Acquisition Company
and Arcus Technology Services, Inc. from 1995 until their
acquisition by Old Iron Mountain in January 1998. He is a
Director of Connectivity Technologies Inc., Swiss Army
Brands, Inc. and SWWT, Inc. (formerly known as Sweetwater,
Inc.). Mr. Bailey also serves as Chairman and a Director of
Glenayre Technologies, Inc. (formerly N-W Group, Inc.), a
manufacturing company in the telecommunications industry. He
holds a Master of Business Administration degree from The
Wharton School, University of Pennsylvania.
Constantin R. Boden Mr. Boden is a Class I Director of the Company, a position
Age 63 he has held since February 2000. Prior to the merger, Mr.
Boden had been a Director of Old Iron Mountain since
December 1990. Mr. Boden is the principal of Boden Partners
LLC and chairman of the advisory board of Boston Capital
Ventures, a risk capital concern. For 34 years, until
January 1995, Mr. Boden was employed by The First National
Bank of Boston, most recently as Executive Vice President,
International Banking. He holds a Master of Business
Administration degree from Harvard Business School.
Eugene B. Dogget Mr. Doggett is a Class I Director of the Company, a position
Age 63 he has held since February 2000. Prior to the merger, Mr.
Doggett had been a Director of Old Iron Mountain since 1990.
From 1987 until May 1997, Mr. Doggett was the Chief
Financial Officer of Old Iron Mountain, and from 1990 until
May 1998, Mr. Doggett was an Executive Vice President of Old
Iron Mountain. Mr. Doggett is also a Director of Mac-Gray
Corporation, a publicly held supplier of card and
coin-operated laundry services in multiple housing
facilities. Prior to joining Old Iron Mountain, he had
extensive experience in commercial and investment banking,
as well as financial and general management experience at
senior levels. He holds a Master of Business Administration
degree from Harvard Business School.
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
- ---- ------------------------------------------------------------
<S> <C>
B. Thomas Golisano Mr. Golisano is a Class II Director of the Company, a
Age 58 position he has held since February 2000. Prior to the
merger, Mr. Golisano had been a Director of Old Iron
Mountain since June 1997. Mr. Golisano was Chairman of
Safesite Records Management Corporation until its
acquisition by Old Iron Mountain in June 1997. He founded
Paychex Inc., a publicly held, national payroll service
company, in 1971 and serves as its Chairman, President and
Chief Executive Officer. Mr. Golisano serves on the Board of
Trustees of Rochester Institute of Technology and on the
boards of several privately held companies. He has also
served on the boards of numerous non-profit organizations
and is the founder of the B. Thomas Golisano Foundation.
John F. Kenny, Jr. Mr. Kenny is a Class II Director, a position he has held
Age 42 since March 1, 2000, when he was appointed to fill the
vacancy created by the resignation of Mr. Wendell. He is
also the Executive Vice President and Chief Financial
Officer of the Company, positions he has held since February
2000. Prior to the merger, he had been the Executive Vice
President and Chief Financial Officer of Old Iron Mountain
since May 1997. Mr. Kenny joined Old Iron Mountain in 1991
and held a number of operating positions before assuming the
position of Vice President of Corporate Development in 1995.
Prior to 1991, Mr. Kenny was a Vice President of CS First
Boston Merchant Bank, New York, with responsibility for risk
capital investments. Mr. Kenny has also served as a Director
and the Treasurer of PRISM. He holds a Master of Business
Administration degree from Harvard Business School.
Howard D. Ross Howard D. Ross is a Class II Director of the Company, a
Age 48 position he has held since February 2000. In 1999, Mr. Ross
was involved in the formation, and is currently a partner,
of LLR Equity Partners, L.P., a venture capital fund. From
1984 to October 1999, he was a partner at Arthur Andersen
LLP. He is also a Director of Premier Research Worldwide,
Ltd., a provider of clinical testing and software services
primarily to the pharmaceutical industry. Mr. Ross holds a
Bachelor of Science degree in economics from The Wharton
School, University of Pennsylvania, and is a Certified
Public Accountant.
Vincent J. Ryan Mr. Ryan is a Class II Director of the Company, a position
Age 64 he has held since February 2000. Prior to the merger, Mr.
Ryan was a Director of Old Iron Mountain for over ten years.
Mr. Ryan is the founder of Schooner and has served as the
Chairman and Chief Executive Officer of Schooner since 1971.
Prior to November 1995, Mr. Ryan served as Chairman of the
Old Iron Mountain Board of Directors.
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND BUSINESS EXPERIENCE
NAME DURING THE PAST FIVE YEARS
- ---- ------------------------------------------------------------
<S> <C>
Harold E. Ebbighausen Mr. Ebbighausen is the President of Arcus Data Security,
Age 45 Inc., a subsidiary of the Company, a position he has held
since July 1998. Mr. Ebbighausen was an Executive Vice
President of Old Iron Mountain from July 1997 until July
1998 and a Vice President of Data Security Services of Old
Iron Mountain from September 1996 through June 1997. Prior
to joining Old Iron Mountain, Mr. Ebbighausen was Vice
President of Data Management Services with INSCI
Corporation, a software provider for computer output and
data storage solutions to optical and CD technology.
Previously, he held a number of field management positions
with Anacomp, Inc., a service bureau provider in the
micrographics industry.
David S. Wendell Mr. Wendell is a Senior Vice President of the Company, a
Age 46 position he has held since February 2000. He was also a
Director of the Company from the date of the merger until
his resignation on February 28, 2000. Prior to the merger,
he had been the President and Chief Operating Officer and a
Director of Old Iron Mountain since November 1995. After
practicing law with Brown & Wood, Mr. Wendell joined Old
Iron Mountain in 1984, where he served in a variety of
positions. Prior to November 1995, he was Executive Vice
President, Atlantic Area and prior to 1991, he was Vice
President, New England Region. He holds a Master of Business
Administration degree from Harvard Business School and a
Juris Doctor degree from the University of Virginia.
</TABLE>
BOARD AND COMMITTEE MEETINGS
During the fiscal year ended December 31, 1999, the Board of Directors of
Old Iron Mountain held four regular meetings and five special meetings, and took
one action by written consent. Each incumbent Director who was then in office
attended at least 75% of the aggregate number of meetings of the Board of
Directors of Old Iron Mountain and all committees thereof on which such Director
served. The Board of Directors of the Company has a standing Audit Committee,
Executive Committee and Compensation Committee, and a Stock Incentive Plan
Subcommittee of the Compensation Committee (the "Option Plan Subcommittee"). Old
Iron Mountain did not and we will not have a nominating committee. During the
fiscal year ended December 31, 1999, the Audit Committee of Old Iron Mountain
held six meetings, the Executive Committee of Old Iron Mountain held one meeting
and took three actions by written consent, the Compensation Committee of Old
Iron Mountain held one meeting and the Option Plan Subcommittee of Old Iron
Mountain held one meeting and took two actions by written consent.
The Audit Committee consists of Messrs. Boden (Chairman), Little and Dauten.
The Audit Committee consults with our independent public accountants regarding
the plan for our annual audit, reviews with the public accountants their audit
report and related management letter, reviews the performance of the independent
public accountants and their fees, reviews our internal accounting control
policies and procedures and considers and recommends the selection of our
independent public accountants.
The Executive Committee consists of Messrs. Ryan (Chairman), Reese, Pierce
and Bailey. Between meetings of the Board of Directors, the Executive Committee
exercises all the powers of the Board of Directors in the management and
direction of the business and affairs of the Company to the extent not otherwise
prohibited by law, the Board of Directors or our Amended and Restated Bylaws or
Amended
10
<PAGE>
and Restated Articles of Incorporation. The vote of three of the four members of
the Executive Committee is required for the Executive Committee to take action.
The Compensation Committee consists of Messrs. Little (Chairman), Boden,
Ryan and Bailey. The Compensation Committee provides recommendations to the
Board regarding our compensation policies and programs and is also responsible
for establishing and modifying the compensation for all of our executive
officers.
The Option Plan Subcommittee consists of Messrs. Little (Chairman) and
Boden, both of whom are "outside" and "non-employee" directors within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), and Rule 16b-3 under Section 16 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), respectively. The Option Plan Subcommittee
administers the Iron Mountain Incorporated 1995 Stock Incentive Plan (the "Stock
Incentive Plan"), including the grant of stock options thereunder to all
employees, including executive officers, the Iron Mountain/ATSI 1995 Stock
Option Plan, the Iron Mountain Incorporated 1998 Employee Stock Purchase Plan
(the "Employee Stock Purchase Plan"), the Nonqualified Stock Option Plan of
Pierce Leahy Corp. and the Pierce Leahy Corp. 1997 Stock Option Plan, and
recommends the adoption of, and any amendments to, all stock incentive plans.
The Option Plan Subcommittee also administers the Iron Mountain Incorporated
Executive Deferred Compensation Plan, a nonqualified deferred compensation plan
(the "Executive Deferred Compensation Plan").
IRON MOUNTAIN DIRECTOR COMPENSATION
Directors who are employees of the Company do not receive additional
compensation for serving as Directors. Each Director who is not an employee of
the Company receives an annual retainer fee of $5,000 as compensation for his or
her services as a member of our Board of Directors and $500 for attendance at
committee meetings. In addition, we have a program by which we grant our
nonemployee Directors options to purchase $100,000 of our Common Stock every
three years. Each option is granted under the Stock Incentive Plan, has an
exercise price equal to fair market value (as defined in the Stock Incentive
Plan) as of the date of grant, vests in equal quarterly amounts over a period of
three years and has a ten year term. All Directors are reimbursed for
out-of-pocket expenses incurred in attending meetings of our Board of Directors
or committees thereof, and for other expenses incurred in their capacities as
Directors.
Old Iron Mountain paid a total of $34,000 in cash for Directors fees in
respect of services for 1999.
11
<PAGE>
EXECUTIVE COMPENSATION
OLD IRON MOUNTAIN
The following table provides certain information concerning compensation
earned by the Chief Executive Officer and the other four most highly compensated
executive officers of Old Iron Mountain measured as of December 31, 1999 (the
"Old Iron Mountain Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------------
NUMBER OF
SHARES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
- --------------------------- -------- -------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
C. Richard Reese......................... 1999 $358,000 $250,000 0 $3,200
Chairman of the Board and 1998 $308,538 $190,000 0 $4,000
Chief Executive Officer 1997 $298,381 $200,000 0 $4,000
David S. Wendell(2)...................... 1999 $243,800 $171,000 0 $3,200
President and Chief Operating Officer 1998 $224,981 $138,588 0 $4,000
1997 $221,723 $150,000 47,244 $4,000
John F. Kenny, Jr........................ 1999 $218,300 $153,000 26,765 $3,200
Executive Vice President and 1998 $192,788 $135,000 0 $2,400
Chief Financial Officer 1997 $166,723 $150,000 158,268 $2,400
Harold E. Ebbighausen.................... 1999 $193,300 $ 80,000 35,690 $3,200
President of Arcus Data Security, Inc. 1998 $148,269 $ 10,000 0 $2,400
1997 $128,213 $ 49,365 16,536 $ 0
Robert P. Swift(3)....................... 1999 $160,268 $ 64,107 11,895 $2,870
Executive Vice President of Iron 1998 $150,750 $ 30,150 0 $5,000
Mountain Records Management, Inc. 1997 $145,542 $ 54,991 0 $4,000
</TABLE>
- ------------------------
(1) Reflects Old Iron Mountain's matching contribution to The Iron Mountain
Companies 401(k) Plan for each individual. Amounts shown for 1999 are
estimated maximum contributions; the actual contributions have not yet been
calculated.
(2) Mr. Wendell is currently the Senior Vice President.
(3) Following the merger of Old Iron Mountain and Pierce Leahy, Mr. Swift is no
longer classified as an executive officer of the Company.
12
<PAGE>
The following table sets forth certain information concerning the grant of
options to purchase Old Iron Mountain common stock to the Old Iron Mountain
Named Executive Officers during the year ended December 31, 1999.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES
SECURITIES GRANTED TO OF STOCK APPRECIATION
UNDERLYING EMPLOYEES IN FOR OPTION TERM(1)
OPTIONS FISCAL YEAR EXERCISE EXPIRATION ---------------------
NAME AND PRINCIPAL POSITION GRANTED 1999 PRICE ($/SH) DATE 5% 10%
- --------------------------- ---------- ------------- ------------ ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
John F. Kenny, Jr. ............... 26,765 6.18% $33.625 9/12/2009 $565,988 $1,434,325
Executive Vice President and
Chief Financial Officer
Harold E. Ebbighausen............. 35,690 8.24% $33.625 9/12/2009 $754,722 $1,912,612
President of Arcus Data
Security, Inc.
Robert P. Swift(2)................ 11,895 2.75% $33.625 9/12/2009 $251,539 $ 637,448
Executive Vice President of
Iron Mountain Records
Management, Inc.
</TABLE>
- ------------------------
(1) Potential Realizable Value is based on the assumed growth rates for an
assumed ten-year option term. Five percent annual growth results in a common
stock price per share of $54.77, and ten percent annual growth results in a
common stock price per share of $87.21, respectively, for such term. The
actual value, if any, an executive may realize will depend on the excess of
the market price of the common stock over the exercise price on the date the
option is exercised. There is no assurance that the value realized by an
executive will be at or near the amounts reflected in this table.
(2) Following the merger of Old Iron Mountain and Pierce Leahy, Mr. Swift is no
longer classified as an executive officer of the Company.
13
<PAGE>
The following table sets forth certain information with respect to stock
options during the year ended December 31, 1999 exercised by, and the
unexercised options to purchase Old Iron Mountain common stock held by, the Old
Iron Mountain Named Executive Officers. Mr. Reese does not have any options.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME AND PRINCIPAL POSITION ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David S. Wendell(2)....... 1,200 $24,825 211,444 73,631 $6,536,461 $1,766,883
President and Chief
Operating Officer
John F. Kenny, Jr. ....... 0 $ 0 155,453 155,693 $3,885,510 $2,766,105
Executive Vice President
and Chief Financial
Officer
Harold E. Ebbighausen..... 0 $ 0 18,764 53,712 $ 338,139 $ 498,831
President of Arcus Data
Security, Inc.
Robert P. Swift(3)........ 0 $ 0 49,700 25,753 $1,576,424 $ 449,462
Executive Vice President
of Iron Mountain Records
Management, Inc.
</TABLE>
- ------------------------
(1) Based on a year-end value of $38.59375 per share, less the exercise price.
(2) Mr. Wendell is currently the Senior Vice President of the Company.
(3) Following the merger of Old Iron Mountain and Pierce Leahy, Mr. Swift is no
longer classified as an executive officer of the Company.
14
<PAGE>
PIERCE LEAHY
The following table provides certain information concerning compensation
earned by the Chief Executive Officer and the other five most highly compensated
executive officers of Pierce Leahy measured as of December 31, 1999 (the "Pierce
Leahy Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------- -----------------------------
NUMBER OF
SHARES
UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION
- --------------------------- -------- -------- -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
J. Peter Pierce.................. 1999 $267,981 $192,500 0 $2,587(1)
President and 1998 $250,000 $ 110,00 0 $5,744(1)
Chief Executive Officer 1997 $250,000 $ 87,760 0 $7,122(1)
Ross M. Engelman................. 1999 $144,385 $ 82,500 5,500 $2,074(2)
Vice President 1998 $130,000 $ 60,000 0 $4,149(2)
Operations-South 1997 $130,000 $ 45,635 34,750 $5,212(2)
J. Michael Gold.................. 1999 $144,385 $ 82,500 5,500 $2,086(3)
Vice President 1998 $130,000 $ 60,000 0 $4,153(3)
Operations-Northeast 1997 $130,000 $ 45,635 34,750 $3,890(3)
Douglas B. Huntley............... 1999 $144,385 $ 82,500 5,500 $2,074(4)
Vice President and 1998 $130,000 $ 60,000 0 $4,153(4)
Chief Financial Officer 1997 $130,000 $ 45,635 34,750 $5,442(4)
Joseph A. Nezi................... 1999 $144,385 $134,500(5) 5,500 $2,529(6)
Vice President 1998 $130,000 $112,000(5) 24,750 $3,667(6)
Sales & Marketing 1997 $130,000 $ 97,635(5) 0 $6,385(6)
Christopher J. Williams.......... 1999 $144,385 $ 82,500 5,500 $2,086(7)
Vice President 1998 $130,000 $ 60,000 0 $4,244(7)
Operations-West 1997 $130,000 $ 45,635 34,750 $5,442(7)
</TABLE>
- ------------------------
(1) Included in such amounts for 1999, 1998 and 1997, respectively, are $1,966,
$2,400 and $2,250 representing an employer match under the Pierce Leahy
Corp. Profit Sharing/401(k) Plan (the "Pierce Leahy 401(k) Plan"), and $621,
$1,659 and $1,872 in net premiums for a guaranteed term life insurance
policy on behalf of Mr. Pierce. In addition, included in such amounts for
1998 and 1997, respectively, are $1,685 and $3,000 representing profit
sharing contributions made by Pierce Leahy to the Pierce Leahy 401(k) Plan.
We anticipate making a profit sharing contribution to the Pierce Leahy
401(k) Plan with respect to 1999, but the amount of such contribution has
not yet been determined.
(2) Included in such amounts for 1999, 1998 and 1997, respectively, are $1,966,
$2,296 and $2,245 representing an employer match under the Pierce Leahy
401(k) Plan, and $108, $168 and $158 in net premiums for a guaranteed term
life insurance policy on behalf of Mr. Engelman. In addition, included in
such amounts for 1998 and 1997, respectively, are $1,685 and $2,809
representing profit
15
<PAGE>
sharing contributions made by Pierce Leahy to the Pierce Leahy 401(k) Plan.
We anticipate making a profit sharing contribution with respect to 1999, but
the amount of such contribution has not yet been determined.
(3) Included in such amounts for 1999, 1998 and 1997, respectively, are $1,966,
$2,302 and $900 representing an employer match under the Pierce Leahy 401(k)
Plan, and $120, $166 and $192 in net premiums for a guaranteed term life
insurance policy on behalf of Mr. Gold. In addition, included in such
amounts for 1998 and 1997, respectively, are $1,685 and $2,798 representing
profit sharing contributions made by Pierce Leahy to the Pierce Leahy 401(k)
Plan. We anticipate making a profit sharing contribution with respect to
1999, but the amount of such contribution has not yet been determined.
(4) Included in such amounts for 1999, 1998 and 1997, respectively, are $1,966,
$2,302 and $2,250 representing an employer match under the Pierce Leahy
401(k) Plan, and $108, $166 and $192 in net premiums for a guaranteed term
life insurance policy on behalf of Mr. Huntley. In addition, included in
such amounts for 1998 and 1997, respectively, are $1,685 and $3,000
representing profit sharing contributions made by Pierce Leahy to the Pierce
Leahy 401(k) Plan. We anticipate making a profit sharing contribution with
respect to 1999, but the amount of such contribution has not yet been
determined.
(5) Includes $52,000, $52,000 and $52,000 paid as commissions in 1999, 1998 and
1997, respectively.
(6) Included in such amounts for 1999, 1998 and 1997, respectively, are $1,966,
$957 and $2,250 representing an employer match under the Pierce Leahy 401(k)
Plan, and $563, $1,025 and $1,135 in net premiums for a guaranteed term life
insurance policy on behalf of Mr. Nezi. In addition, included in such
amounts for 1998 and 1997, respectively, are $1,685 and $3,000 representing
profit sharing contributions made by Pierce Leahy to the Pierce Leahy 401(k)
Plan. We anticipate making a profit sharing contribution with respect to
1999, but the amount of such contribution has not yet been determined.
(7) Included in such amounts for 1999, 1998 and 1997, respectively, are $1,966,
$2,302 and $2,250 representing an employer match under the Pierce Leahy
401(k) Plan, and $120, $257 and $192 in net premiums for a guaranteed term
life insurance policy on behalf of Mr. Williams. In addition, included in
such amounts for 1998 and 1997, respectively, are $1,685 and $3,000
representing profit sharing contributions made by Pierce Leahy to the Pierce
Leahy 401(k) Plan. We anticipate making a profit sharing contribution with
respect to 1999, but the amount of such contribution has not yet been
determined.
16
<PAGE>
The following table sets forth certain information concerning the grant of
options to purchase Pierce Leahy common stock to the Pierce Leahy Named
Executive Officers during the year ended December 31, 1999.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES
SECURITIES GRANTED TO OF STOCK APPRECIATION
UNDERLYING EMPLOYEES IN FOR OPTION TERM(1)
OPTIONS FISCAL YEAR EXERCISE EXPIRATION ---------------------
NAME AND PRINCIPAL POSITION GRANTED 1999 PRICE ($/SH) DATE 5% 10%
- --------------------------- ---------- ------------- ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ross M. Engelman..................... 5,500 3.3% $23.18 1/1/2009 $80,178 $203,186
Vice President Operations-South
J. Michael Gold...................... 5,500 3.3% $23.18 1/1/2009 $80,178 $203,186
Vice President Operations-Northeast
Douglas B. Huntley................... 5,500 3.3% $23.18 1/1/2009 $80,178 $203,186
Vice President and Chief Financial
Officer
Joseph A. Nezi....................... 5,500 3.3% $23.18 1/1/2009 $80,178 $203,186
Vice President Sales & Marketing
Christopher J. Williams.............. 5,500 3.3% $23.18 1/1/2009 $80,178 $203,186
Vice President Operations-West
</TABLE>
- ------------------------
(1) The options were granted under the Pierce Leahy Corp. 1997 Stock Option Plan
and vest in five equal annual installments beginning on the first
anniversary of the date of grant.
(2) Illustrates the value that might be received upon exercise of options
immediately prior to the assumed expiration of their term at the specified
compounded rates of appreciation based on the market price for Pierce Leahy
common stock when the options were granted. Assumed rates of appreciation
are not necessarily indicative of future stock performance.
17
<PAGE>
The following table sets forth certain information with respect to the
exercise of stock options during the year ended December 31, 1999 by, and the
unexercised options to purchase Pierce Leahy common stock of, the Pierce Leahy
Named Executive Officers.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999(1)
ACQUIRED VALUE --------------------------- ---------------------------
NAME AND PRINCIPAL POSITION ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ross M. Engelman.............. 0 $ 0 149,821 49,071 $5,171,587 $1,583,567
Vice President
Operations-South
J. Michael Gold............... 0 $ 0 149,821 49,071 $5,171,587 $1,583,567
Vice President
Operations-Northeast
Douglas B. Huntley............ 5,500 $101,700 144,321 49,071 $4,980,823 $1,583,567
Vice President and
Chief Financial Officer
Joseph A. Nezi................ 0 $ 0 108,636 61,415 $3,681,343 $1,739,489
Vice President
Sales & Marketing
Christopher J. Williams....... 0 $ 0 149,821 49,071 $5,171,587 $1,583,567
Vice President
Operations-West
</TABLE>
- ------------------------
(1) The value of unexercised in-the-money options is based on the difference
between the last sale price of a share of Common Stock as reported by the
New York Stock Exchange (the "NYSE") on December 31, 1999 ($39.32, as
adjusted for the one-for-ten stock dividend paid on January 14, 2000) and
the exercise price of the options, multiplied by the number of options.
In connection with the merger of Old Iron Mountain and Pierce Leahy, all
options granted to Messrs. Engelman, Gold, Huntley, Nezi and Williams under the
Nonqualified Stock Option Plan of Pierce Leahy Corp. that had not vested prior
to the merger vested upon the completion of the merger. The numbers of shares
subject to the options accelerated were 11,883, 11,883, 11,883, 8,155 and
11,833, respectively.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OLD IRON MOUNTAIN
The Compensation Committee of Old Iron Mountain consisted entirely of
Directors who were not employees of Old Iron Mountain. It was the Compensation
Committee's responsibility to review, recommend and approve Old Iron Mountain's
compensation policies and programs, including all compensation
18
<PAGE>
for the Chief Executive Officer and the other executive officers of Old Iron
Mountain for the fiscal year ended December 31, 1999.
The Option Plan Subcommittee consisted entirely of directors who were both
"non-employee" directors within the meaning of Rule 16b-3 under Section 16 of
the Exchange Act and "outside" directors within the meaning of Section 162(m) of
the Code and the regulations thereunder, so that grants of options under the
Stock Incentive Plan to executive officers were exempt under Rule 16b-3 and
eligible for the "performance-based" exception of Section 162(m) of the Code.
The Option Plan Subcommittee administered the Stock Incentive Plan and in
exercise of that function determined what grants of stock options, restricted
stock and stock appreciation rights thereunder were to be made to the Chief
Executive Officer and the other executive officers of Old Iron Mountain. The
Option Plan Subcommittee also administered the Iron Mountain/ATSI 1995 Stock
Option Plan, although no additional grants were made under that plan, the
Employee Stock Purchase Plan and the Executive Deferred Compensation Plan.
The purpose of the Stock Incentive Plan is to encourage key employees,
Directors and consultants of the Company who render services of special
importance to, and who contribute materially to the success of, the Company to
continue their association with the Company by providing favorable opportunities
for them to participate in the ownership of the Company and in its future
growth. The Option Plan Subcommittee of Old Iron Mountain made stock option
grants to Messrs. Kenny, Ebbighausen and Swift in 1999.
The purpose of the Employee Stock Purchase Plan is to provide employees of
the Company with the opportunity to acquire a proprietary interest in the
Company by providing favorable terms for them to purchase the Company's Common
Stock.
The Executive Deferred Compensation Plan is maintained for the purpose of
providing deferred compensation to a select group of management and highly
compensated employees of the Company. This plan is expected to encourage the
continued employment of the participating employees whose management and
individual performance are largely responsible for the success of the Company
and to facilitate the recruiting of key management and highly compensated
employees required for the continued growth and profitability of the Company.
The Compensation Committee of Old Iron Mountain determined the salary levels
of Old Iron Mountain's executive officers, including the Chief Executive
Officer, for fiscal year 1999, and the Compensation Committee of the Company
determined the amounts of bonuses paid in 2000 for performance in fiscal year
1999. The compensation policies implemented by the Compensation Committee, which
combine base salary and incentive compensation in the form of cash bonuses and
long-term stock options, are designed to achieve the operating and acquisition
strategies and goals of the Company. In particular, in determining bonuses paid
in 2000 in respect of 1999 and salary levels for fiscal year 1999, the
Compensation Committee took into account the past or expected future
contributions of each executive officer to the Company's strategic goals,
especially the efforts of each such officer in connection with (1) pursuing and
effecting the offering and sale of 5,750,000 shares of Old Iron Mountain's
common stock and $150,000,000 in principal amount of 8 1/4% Senior Subordinated
Notes due 2011 of Old Iron Mountain to augment available funding for Old Iron
Mountain's growth strategy, (2) pursuing and entering into an Agreement and Plan
of Merger with Pierce Leahy and (3) increasing Old Iron Mountain's growth rate
by successfully identifying, acquiring and integrating other records management
businesses, while at the same time maintaining Old Iron Mountain's internal
growth.
19
<PAGE>
Section 162(m) of the Code generally disallows an income tax deduction to
public companies for compensation in excess of $1,000,000 paid in any year to
the chief executive officer or any of the four most highly compensated other
executive officers, to the extent that this compensation is not "performance-
based" within the meaning of Section 162(m). Although the Compensation Committee
has not adopted any specific rules with respect to this issue, its general
policy, subject to all then prevailing relevant circumstances, is to attempt to
structure the compensation arrangements of the Company to maximize deductions
for federal income tax purposes.
COMPENSATION COMMITTEE
ARTHUR D. LITTLE, CHAIRMAN
CONSTANTIN R. BODEN
VINCENT J. RYAN
CLARKE H. BAILEY
CHANGE OF CONTROL ARRANGEMENT
The Stock Incentive Plan provides for acceleration of the vesting of options
and stock appreciation rights if the Company or any wholly owned subsidiary of
the Company is a party to a merger or consolidation (whether or not the Company
is the surviving corporation) in any transaction or series of related
transactions and there is a "Limited Change of Control" of the Company. A
Limited Change of Control occurs if after the merger or consolidation
(1) individuals who immediately prior to the merger or consolidation served as
members of the Board of Directors of the Company no longer constitute a majority
of the Company Directors or the board of directors of the surviving corporation
and (2) the voting securities of the Company outstanding immediately prior to
the merger or consolidation do not represent (either by remaining outstanding or
upon conversion into securities of the surviving corporation) more than 50% of
the voting power of the securities of the Company or the surviving corporation
immediately after the merger or consolidation. The merger of Old Iron Mountain
and Pierce Leahy did not constitute a Limited Change of Control.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company consists
of Mr. Little, who is the Chairman, and Messrs. Boden, Ryan and Bailey.
Mr. Reese is a member of the investment committee of Schooner and a Trustee of
Schooner Capital Trust, the sole member of Schooner. Mr. Ryan is the Chairman of
the Board and principal stockholder of Schooner Capital Trust.
CERTAIN TRANSACTIONS
REAL ESTATE TRANSACTIONS
Iron Mountain Records Management, Inc., a subsidiary of the Company
("IMRM"), was the tenant under a lease dated January 1, 1991 for a 31,500
square-foot building in Houston, Texas. The owner of the building was IM Houston
(CR) Limited Partnership, a Texas limited partnership, of which Mountain
Realty, Inc., a Massachusetts corporation whose sole shareholder is Mr. Ryan,
was the sole general partner, and the limited partners of which were
Messrs. Reese and Doggett. IMRM paid annual rent of approximately $99,326 for
the year ended December 31, 1998. As tenant, IMRM was responsible for taxes,
insurance and maintenance. Iron Mountain Statutory Trust-1998 ("IMST"), a
non-affiliated entity formed
20
<PAGE>
to acquire and lease records storage properties to IMRM, purchased the property
from IM Houston (CR) Limited Partnership in January 1999 for a purchase price of
approximately $930,000. The purchase price was determined through an independent
appraisal of the property. IMRM leases the space from IMST and will continue to
use the space as a records management facility. The prior lease and the
acquisition of the property by IMST were, in the opinion of management, on
commercially reasonable terms and no less favorable to IMRM than could have been
obtained from an unaffiliated party at the time of the transactions.
Schooner leases space from us at our corporate headquarters. Such lease is a
tenancy-at-will and may be terminated by either us or by Schooner at any time.
As consideration for such lease, Schooner pays rent to us based on its pro rata
share of all expenses related to the use and occupancy of the premises. The rent
paid by Schooner to Old Iron Mountain under such lease was approximately $93,930
in the year ended December 31, 1999, and Schooner currently pays annual rent of
approximately $98,182. We believe that the terms of this lease are no less
favorable to us than would have been negotiated with an unrelated third party.
IMRM leases from four separate limited partnerships the headquarters of our
paper records storage operations in King of Prussia, Pennsylvania and one
facility in each of Suffield, Connecticut, Orlando, Florida and Charlotte, North
Carolina. J. Peter Pierce, the Company's President, is the general partner of
three of the limited partnerships and members of the Pierce family and their
affiliates own substantial limited partnership interests in each of the four
limited partnerships. IMRM's lease for the headquarters of our paper records
storage operations expires on April 30, 2003, without any renewal options;
however, a purchase and sale agreement for the building has been signed, and the
lease is expected to be terminated on April 30, 2000. The leases for the
Suffield, Orlando and Charlotte facilities terminate on December 31, 2005,
October 31, 2004 and August 31, 2001, respectively. Each of such leases contains
two five-year renewal options. The aggregate rental payments by Pierce Leahy for
such properties during 1999 was approximately $902,000. We believe that the
terms of these leases are no less favorable to us than would have been
negotiated with unrelated third parties.
OTHER TRANSACTIONS
Old Iron Mountain paid compensation of approximately $186,110 for the year
ended December 31, 1999 to Mr. T. Anthony Ryan. Mr. Ryan is Vice President, Real
Estate, of the Company and is the brother of Mr. Vincent J. Ryan, a Director of
the Company. We believe that the terms of Mr. Ryan's employment are no less
favorable to us than would be negotiable with an unrelated third party.
Pierce Leahy provided an annual pension in the amount of $96,000 to Leo W.
Pierce, Sr., the Chairman Emeritus of the Board of Directors of the Company and
the beneficial owner of approximately 13.7% of our Common Stock, for the year
ended December 31, 1999. We will continue to provide a pension to Mr. Pierce, or
his spouse, if she survives him, in 2000.
21
<PAGE>
PERFORMANCE GRAPH
OLD IRON MOUNTAIN
The following graph compares the percentage change in the cumulative total
return on Old Iron Mountain's common stock to the cumulative total returns of
the S&P 500 Index, the Nasdaq Stock Market (U.S.) Index and the S&P Small Cap
600 Index for fiscal years 1999, 1998, 1997 and for the portion of 1996 that Old
Iron Mountain's common stock was traded on The Nasdaq Stock Market's National
Market. Old Iron Mountain traded on the Nasdaq National Market through
April 20, 1999 and began trading on the NYSE on April 21, 1999. SEC rules
require the inclusion of both the old equity market index (the Nasdaq Stock
Market (U.S.) Index) and the new equity market index (the S&P 500 Index) for the
transition year. This comparison assumes an investment of $100 on February 1,
1996 and the reinvestment of any dividends.
COMPARISON OF 47 MONTH CUMULATIVE TOTAL RETURN*
OLD IRON MOUNTAIN INCORPORATED,
THE NASDAQ STOCK MARKET (U.S.) INDEX, THE S&P 500 INDEX
AND THE S&P SMALL CAP 600 INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
2/1/96 DEC-96 DEC-97 DEC-98 DEC-99
<S> <C> <C> <C> <C> <C>
OLD IRON MOUNTAIN INCORPORATED 100 189.06 224.99 338.08 368.55
NASDAQ STOCK MARKET (U.S.) 100 122.42 150.01 211.38 381.88
S & P 500 100 118.91 158.59 203.90 246.81
S & P SMALLCAP 600 100 121.06 152.03 156.18 175.55
</TABLE>
DOLLARS
*ASSUMES $100 INVESTED ON FEBRUARY 1, 1996.
ASSUMES DIVIDENDS REINVESTED.
FISCAL YEAR ENDED DECEMBER 31, 1999.
22
<PAGE>
PIERCE LEAHY
The following graph compares the percentage change in the cumulative total
return on Pierce Leahy's common stock to the cumulative total returns of the S&P
500 Index and the Russell 2000 Index for fiscal years 1999 and 1998 and for the
portion of 1997 that Pierce Leahy's common stock was traded on the NYSE. This
comparison assumes an investment of $100 on July 1, 1997 and the reinvestment of
any dividends.
COMPARISON OF 30 MONTH CUMULATIVE TOTAL RETURN*
AMONG PIERCE LEAHY, THE S&P 500 INDEX
AND THE RUSSELL 2000 INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
7/2/97 DEC-97 DEC-98 DEC-99
<S> <C> <C> <C> <C>
PIERCE LEAHY CORP. 100 83.67 104.08 176.53
S & P 500 100 110.74 142.39 172.35
RUSSELL 2000 100 114.99 107.57 105.97
</TABLE>
DOLLARS
*ASSUMES $100 INVESTED ON JULY 2, 1997.
ASSUMES DIVIDENDS REINVESTED.
FISCAL YEAR ENDED DECEMBER 31, 1999.
23
<PAGE>
ITEM 2
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the shareholders, the Board of Directors has
selected the firm of Arthur Andersen LLP as our independent public accountants
for the current year. Arthur Andersen LLP served as the independent public
accountants for Old Iron Mountain from 1988 through 1999.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting. They will have the opportunity to make a statement if they
desire to do so and will also be available to respond to appropriate questions
from shareholders.
If the shareholders do not ratify the selection of Arthur Andersen LLP as
our independent public accountants, the selection of accountants will be
reconsidered by the Board of Directors.
REQUIRED VOTE
The affirmative vote of holders of a majority of the votes properly cast at
the Annual Meeting is required to ratify the selection of Arthur Andersen LLP to
serve as our independent public accountants for the current fiscal year. For
purposes of determining the number of votes cast, only those cast "For" or
"Against" are included, and any abstentions or broker non-votes will not count
in making that determination.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE
SELECTION OF ARTHUR ANDERSEN LLP.
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors does not know of any other matters that may come
before the Annual Meeting. However, if any other matters are properly presented
to the meeting, it is the intention of the persons named in the accompanying
proxy to vote, or otherwise act, in accordance with their best judgment on such
matters.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires that our executive officers and
Directors, and persons who own more than ten percent of a registered class of
our equity securities file reports of ownership on Form 3 and changes in
ownership on Form 4 or 5 with the SEC. Such executive officers, Directors and
ten percent shareholders are also required by SEC rules to furnish to us copies
of all Section 16(a) reports that they file. Based solely on our review of the
copies of such forms received by us, or written representations from certain
reporting persons that they were not required to file Form 5s, we believe that,
during the fiscal year ended December 31, 1999, the executive officers,
Directors and ten percent shareholders of both Old Iron Mountain and Pierce
Leahy complied with all Section 16(a) filing requirements applicable to such
persons.
PROPOSALS OF SHAREHOLDERS
We expect to hold our 2001 Annual Meeting on May 24, 2001. A shareholder who
intends to present a proposal at the 2001 Annual Meeting of Shareholders and who
intends to conduct his or her own proxy
24
<PAGE>
solicitation must submit the proposal to us not later than February 27, 2001 and
not earlier than January 29, 2001.
A shareholder who intends to present a proposal at the 2001 Annual Meeting
of Shareholders for inclusion in our 2001 proxy statement and proxy card
relating to that meeting must submit the proposal by December 29, 2000. In order
for the proposal to be included in the proxy statement, the shareholder
submitting the proposal must meet certain eligibility standards and comply with
certain procedures established by the SEC, and the proposal must comply with the
requirements as to form and substance established by applicable laws and
regulations. The proposal must be mailed to our principal executive office, at
the address stated herein, and should be directed to the attention of the Chief
Financial Officer.
By Order of the Board of Directors,
GARRY B. WATZKE, SECRETARY
April 28, 2000
25
<PAGE>
DETACH HERE
PROXY
IRON MOUNTAIN INCORPORATED
745 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. RICHARD REESE, J. PETER PIERCE and
JOHN F. KENNY, JR., and each of them, as proxies of the undersigned, each
with the power to appoint his substitute, and hereby authorizes a majority of
them, or any one if only one be present, to represent and to vote, as
designated on the reverse hereof, all the Common Stock, $.01 par value per
share, of Iron Mountain Incorporated held of record by the undersigned or
with respect to which the undersigned is entitled to vote or act at the
Annual Meeting of Shareholders to be held on June 1, 2000 at 10:00 a.m.,
local time, or any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL OF THE DIRECTORS LISTED IN PROPOSAL 1 AND FOR PROPOSAL
2.
- --------------------- --------------------
SEE REVERSE CONTINUED AND TO BE SIGNED SEE REVERSE
SIDE ON REVERSE SIDE SIDE
- --------------------- --------------------
<PAGE>
[LOGO OF IRON MOUNTAIN INCORPORATED]
Dear Shareholder April 28, 2000
It is a pleasure to invite you to the Company's 2000 Annual Meeting in
Boston, Massachusetts on Thursday, June 1, 2000, at 10:00 a.m., local time,
at the offices of Sullivan & Worcester LLP, One Post Office Square, 23rd
Floor, Boston, Massachusetts.
The Annual Report to Shareholders, Notice of Meeting, proxy statement
and form of proxy are included herein. The matters listed in the Notice of
Meeting are described in detail in the proxy statement.
The vote of every shareholder is important. Mailing your completed proxy
will not prevent you from voting in person at the meeting if you wish to do
so.
PLEASE SIGN, DATE AND PROMPTLY MAIL YOUR PROXY. YOUR COOPERATION WILL BE
GREATLY APPRECIATED.
Your Board of Directors and management look forward to greeting those
shareholders who are able to attend.
Sincerely,
C. RICHARD REESE
Chairman of the Board and
Chief Executive Officer
DETACH HERE
/X/ Please mark
votes as in
this example.
<TABLE>
<S> <C>
1. Election of the following Directors: 2. Ratification of the selection by the FOR AGAINST ABSTAIN
Board of Directors of Arthur / / / / / /
NOMINEES: (01) Kent P. Dauten, Andersen LLP as independent
(02) Arthur D. Little, public accountants for 2000.
(03) J. Peter Pierce and
(04) C. Richard Reese 3. In their discretion, the Proxies
are authorized to vote upon such other
FOR WITHHOLD business as may properly come before the meeting.
/ / / /
/ / ___________________________________ MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
For all nominees except as
noted above MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Note: Please sign exactly as your name appears hereon.
Joint owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full
corporate name by an authorized officer or if a partnership,
please sign in full partnership name by an authorized
person.
Signature: ____________________ Date: ______________ Signature ___________________ Date: _________
</TABLE>
