<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(MARK ONE)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO _________________
1-13045
(COMMISSION FILE NUMBER)
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
IRON MOUNTAIN INCORPORATED
745 ATLANTIC AVENUE
BOSTON, MASSACHUSETTS 02111
<PAGE>
THE IRON MOUNTAIN PROFIT
SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT
SHARING/401(K) PLAN)
Financial Statements
as of December 31, 1999 and 1998
Together with Auditors' Report
<PAGE>
INDEX
Page
Report of Independent Public Accountants 1
Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1999 3
Notes to Financial Statements 4-7
Schedule H(IV)(i)--Schedule of Assets Held for Investment
Purposes as of December 31, 1999 8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
The Iron Mountain Profit Sharing/401(k) Plan
(formerly Pierce Leahy Corp. Profit Sharing/401(k) Plan):
We have audited the accompanying statements of net assets available for plan
benefits of The Iron Mountain Profit Sharing/401(k) Plan (formerly Pierce
Leahy Corp. Profit Sharing/401(k) Plan) (the Plan) as of December 31, 1999 and
1998 and the related statement of changes in net assets available for plan
benefits for the year ended December 31, 1999. These financial statements and
the supplemental schedule referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits as of December
31, 1999 and 1998 and the changes in its net assets available for plan benefits
for the year ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated, in all material respects, in
relation to the basic financial statements taken as a whole.
Boston, Massachusetts
June 26, 2000
1
<PAGE>
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN)
Statements of Net Assets Available for Plan Benefits
as of December 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Investments, at fair value (Note 3) $ 21,956,404 $ 16,344,716
Receivables:
Employer contribution (Note 1) 1,125,000 600,000
--------------- ---------------
Net Assets Available for Plan Benefits $ 23,081,404 $ 16,944,716
=============== ===============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<PAGE>
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN)
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1999
Net Assets Available for Plan Benefits, beginning of year $ 16,944,716
Additions:
Employee contributions 2,559,832
Employer contributions 1,627,339
------------
Total contributions 4,187,171
Investment Income:
Interest/dividends 188,473
Net appreciation in fair value of investments (Note 2) 3,038,409
------------
Total investment income 3,226,882
------------
Total additions 7,414,053
------------
Deductions:
Distributions to participants 1,260,695
Administrative expenses 16,670
------------
Total deductions 1,277,365
------------
Net Assets Available for Plan Benefits, end of year $ 23,081,404
=============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<PAGE>
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN)
Notes to Financial Statements
December 31, 1999
(1) DESCRIPTION OF THE PLAN
The following description of The Iron Mountain Profit Sharing/401(k) Plan
(formerly Pierce Leahy Corp. Profit Sharing/401(k) Plan) (the Plan) is
provided for general information purposes only. More complete information
regarding the Plan's provisions may be found in the plan document.
GENERAL
The Plan is a defined contribution plan covering substantially all
employees of Pierce Leahy Corp. (the Company) (see Note 7), as defined in
the plan document, who have been credited with 1,000 hours of service in
12 consecutive months and have reached the age of 20-1/2. The Plan is
subject to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA).
PLAN ADMINISTRATION AND TRUSTEE
CG Trust Company (a CIGNA subsidiary), the Plan's trustee and custodian,
invests the assets of the Plan as directed by the participants. The Plan
is administered by certain executives of the Company who are appointed by
its Board of Directors.
CONTRIBUTIONS
Eligible employees can contribute 2% to 12% of compensation, as defined
by the Plan, subject to certain limitations under the Internal Revenue
Code (IRC). The Company makes matching contributions of 25% of salary
deferrals up to 8% of compensation. The Company may also make
discretionary contributions. The plan has a receivable of $1,125,000 for
a discretionary contribution from the Company as of December 31, 1999.
The Company made a discretionary contribution of $600,000 for the 1998
plan year, which was contributed during 1999.
PARTICIPANTS' ACCOUNTS
The Plan maintains for each participant an employee pretax contribution
account, an employer matching contribution account, a profit sharing
contribution account, and, where applicable, a rollover account (employee
contributions transferred from previous employer plans). Each account is
credited with the appropriate contributions and any earnings and losses
resulting from the investment of such funds and debited by
distributions.
4
<PAGE>
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN)
Notes to Financial Statements
December 31, 1999
VESTING
Participants are fully vested in their pretax and rollover accounts. A
participant's matching contribution and profit sharing accounts become
fully vested in the event of normal retirement, total and permanent
disability, or death while still employed. Otherwise, vesting in the
employer contribution account is based on the following schedule:
YEARS OF VESTING
CREDITED SERVICE PERCENTAGE
Less than 3 0%
3 but less than 4 20
4 but less than 5 40
5 but less than 6 60
6 but less than 7 80
7 or more 100
FORFEITURES
Participants who terminate their employment with the Company or have a
break in service, as defined in the Plan, forfeit the nonvested portion
of their employer contribution account. At December 31, 1999 and 1998,
forfeited nonvested accounts totaled approximately $52,000 and $14,000,
respectively. These forfeitures are reallocated to participants'
accounts.
LOANS
Participants may borrow the lesser of $50,000 less the highest
outstanding balance of their total plan loans during the prior 12 months
or 50% of their vested account balance with a minimum loan amount of
$500. Loans are repayable through payroll deductions over periods ranging
up to five years or, if the purpose of the loan is to purchase a
principal residence, then the plan administrator may allow a longer
repayment period. The interest rate is based on prevailing market
conditions and is fixed over the life of the note. The interest rates on
participant loans at December 31, 1999 ranged from 9.25% to 11.5%.
PAYMENT OF BENEFITS
Upon termination of participation due to death, disability, retirement,
or termination of employment, a participant may elect to receive an
amount equal to the value of his or her vested account in a lump-sum
amount, installments, annuities, or Iron Mountain Common Stock. If
termination results for any reason other than retirement or death and the
value of a participant's account exceeds $5,000, the participant may
elect to postpone payment of the account until shortly after age 70-1/2.
An in-service distribution of a portion of a participant's account is
also available upon attaining age 59-1/2 and in the case of financial
hardship.
5
<PAGE>
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN)
Notes to Financial Statements
December 31, 1999
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis
of accounting. Contributions, interest, and other income are recorded as
earned on the accrual basis.
USE OF ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires the Plan's
management to use estimates and assumptions that affect the accompanying
financial statements and disclosures. Actual results could differ from
those estimates.
INVESTMENT VALUATION
Investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices, which represent the net
asset value of shares held by the Plan at year-end.
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation is recorded in the accompanying
statement of changes in net assets available for plan benefits as net
appreciation in fair value of investments.
ADMINISTRATIVE EXPENSES
Expenses shall be paid by the Plan except to the extent paid by the
Company.
RECLASSIFICATIONS
Certain amounts in the prior-year financial statements have been
reclassified to conform to the current year's presentation.
(3) INVESTMENTS
The fair market values of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1999 and 1998 are as follows:
INVESTMENTS AT FAIR VALUE 1999 1998
Cigna Charter Guaranteed Long-Term
Income Fund $ 3,190,439 $ 2,730,580
Cigna Charter Large Company Stock
Index 6,659,654 4,983,069
American Century Ultra Fund 6,429,281 3,936,819
Vanguard Wellington Fund 4,532,811 4,187,762
6
<PAGE>
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN)
Notes to Financial Statements
December 31, 1999
(4) TAX STATUS
The Internal Revenue Service issued a determination letter dated November
15, 1999 stating that the Plan was designed in accordance with applicable
IRC requirements as of that date. The Plan has been amended since
receiving the determination letter. The plan administrator represents
that it will take all steps necessary to maintain the tax-qualified
status of the Plan and its related trust.
(5) TERMINATION OF THE PLAN
Although it has not expressed any intent to do so, the Company has the
right to terminate the Plan subject to the provisions of ERISA. In the
event of plan termination, participants will become fully vested in all
accounts (see Note 7).
(6) RECONCILIATION TO FORM 5500
As of December 31, 1999, the Plan had $41,705 of pending distributions to
participants who elected to withdraw from the Plan. This amount will be
recorded as a liability in the Plan's Form 5500; however, this amount is
not recorded as a liability in the accompanying statements of net assets
available for plan benefits in accordance with accounting principles
generally accepted in the United States.
The following table reconciles net assets available for plan benefits per
the financial statements to the Form 5500 to be filed by the Company for
the year ended December 31, 1999:
<TABLE>
<CAPTION>
BENEFITS NET ASSETS
PAYABLE TO AVAILABLE FOR
PARTICIPANTS BENEFITS PAID BENEFITS IN 1999
<S> <C> <C> <C>
Per financial statements $ - $ 1,260,695 $ 23,081,404
1999 accrued benefits payments 41,705 41,705 (41,705)
-------------- -------------- --------------
Per Form 5500 $ 41,705 $ 1,302,400 $ 23,039,699
============== ============== ==============
</TABLE>
(7) SUBSEQUENT EVENT
On February 1, 2000, Iron Mountain Incorporated merged with and into
Pierce Leahy Corp., which was renamed Iron Mountain Incorporated. As of
that same date, the Plan was amended, changing its name to The Iron
Mountain Profit Sharing/401(k) Plan, changing the plan administrator to
the Iron Mountain Retirement Plan Committee, allowing certain employees
to participate after three months of service (if at least age 20-1/2),
and allowing eligible employees to contribute from 1% to 20% of
compensation, as defined by the Plan, subject to certain limitations
under the IRC. Also, participants no longer have the option of investing
in Iron Mountain Common Stock. During 2000, Iron Mountain
Incorporated intends to merge this Plan into The Iron Mountain Companies
401(k) Plan.
7
<PAGE>
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
(FORMERLY PIERCE LEAHY CORP. PROFIT SHARING/401(K) PLAN)
Schedule H(IV)(i)
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
E.I.N.: 23-2588479
Plan No.: 002
INVESTMENT FAIR VALUE
CIGNA Charter Guaranteed Long-term Income Fund* $ 3,190,439
CIGNA Charter Large Company Stock Index* 6,659,654
American Century Ultra Fund 6,429,281
Vanguard Wellington Fund 4,532,811
Iron Mountain Common Stock (formerly
Pierce Leahy Corp. Stock)* 343,017
Participant loans, 9.25-11.50%* 801,202
----------------
$ 21,956,404
================
*REPRESENTS A PARTY-IN-INTEREST TO THE PLAN.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SUPPLEMENTAL SCHEDULE.
8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan
Administrator has duly caused this annual report to be signed on its behalf by
the undersigned, hereunto duly authorized.
THE IRON MOUNTAIN PROFIT SHARING/401(K) PLAN
June 26, 2000
By /s/ Patricia Toumayan
----------------------------
Plan Administrator
By /s/ Jeff Lawrence
----------------------------
Plan Administrator
By /s/ Tom MacDonald
----------------------------
Plan Administrator
<PAGE>
EXHIBIT INDEX
Exhibit No. DESCRIPTION
23 Consent of Independent Public Accountants
