IRON MOUNTAIN INC/PA
S-3, 2001-01-19
PUBLIC WAREHOUSING & STORAGE
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As filed with the Securities and Exchange Commission on January 19, 2001
                                                         Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           IRON MOUNTAIN INCORPORATED
             (Exact name of registrant as specified in its charter)

                Pennsylvania                     23-2588479
       (State or other jurisdiction of        (I.R.S. Employer
       incorporation or organization)        Identification No.)

                745 Atlantic Avenue, Boston, Massachusetts 02111
   (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                C. RICHARD REESE
         Chairman of the Board of Directors and Chief Executive Officer
                               745 Atlantic Avenue
                           Boston, Massachusetts 02111
                                 (617) 535-4766
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                    Copy to:
                           SUSAN FOREST BARRETT, ESQ.
                            Sullivan & Worcester LLP
                             One Post Office Square
                           Boston, Massachusetts 02109
                                 (617) 338-2800

   Approximate date of commencement of proposed sale to the public: From time to
time after the effective  date of this  registration  statement as determined in
light of market conditions and other factors.
     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest reinvestment plans, please check the box. / /
     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
     If this Form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. / /
     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. / /
     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                                     Proposed             Proposed
                                                    Amount            Maximum              Maximum
            Title of Each Class of                  to be         Offering Price          Aggregate             Amount of
        Securities to be Registered(1)            Registered    Per Security(2)(3)  Offering Price(4)(5)   Registration Fee(4)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                     <C>                   <C>
Debt Securities(6)
Guarantees of Debt Securities
Preferred Stock, par value $.01 per share

Depositary Shares Representing Preferred Stock

Common Stock, par value $.01 per share(7)
Warrants
Total                                           $ 500,000,000                           $ 500,000,000          $125,000(8)
=================================================================================================================================
                                                                                                  (Footnotes on next page)
</TABLE>
<PAGE>



     The registrant  hereby amends this  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.

(1)      The Debt Securities,  Guarantees,  Preferred Stock,  Depositary Shares,
         Common Stock and/or Warrants covered hereby are  collectively  referred
         to as the "Offered Securities." Offered Securities registered hereunder
         may be  sold  separately,  together  or as  units  with  other  Offered
         Securities  registered  hereunder.  Subject to Footnote (4),  there are
         being registered hereunder an indeterminate principal amount of Offered
         Securities  as may be sold  from time to time by the  registrant.  This
         Registration  Statement also covers contracts that may be issued by the
         registrant  under  which the  counterparty  may be required to purchase
         Offered  Securities.  Such  contracts  would  be  issued  with  Offered
         Securities.  There are also being registered hereunder an indeterminate
         principal  amount  of  Offered  Securities  as  may  be  issuable  upon
         conversion or exchange of Debt Securities,  Preferred Stock or Warrants
         or pursuant to antidilution  provisions  thereof.  These are also being
         registered  an  indeterminate  principal  amount of  Guarantees of Debt
         Securities by the Guarantors (as defined herein).

(2)      In U.S.  Dollars  or the  equivalent  thereof  in one or  more  foreign
         currencies  or currency  units or composite  currencies,  including the
         European Currency Unit.

(3)      The proposed  maximum  offering price per unit will be determined  from
         time to time by the  registrant in connection  with the issuance by the
         registrant of the securities registered hereunder.

(4)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule  457(o).  In no  event  will  the  aggregate  initial
         offering price of the Offered  Securities issued under the Registration
         Statement  exceed $500,000,000  or the  equivalent  thereof  in one or
         more foreign or composite currencies.

(5)      No separate consideration will be received for (i) the Guarantees, (ii)
         Debt  Securities,   Guarantees,   Common  Stock,   Preferred  Stock  or
         Depositary  Shares that are issued upon conversion of Debt  Securities,
         Preferred  Stock  or  Depositary   Shares  or  (iii)  Debt  Securities,
         Guarantees, Common Stock, Preferred Stock or Depositary Shares that are
         issued upon exercise of Warrants registered hereby.

(6)      If any such Debt  Securities are issued at an original issue  discount,
         then the offering  price shall be in such greater  principal  amount as
         shall  result  in  an  aggregate   initial  offering  price  of  up  to
         $500,000,000.

(7)      The aggregate amount of Common Stock registered hereunder is limited to
         that which is permissible under Rule 415(a)(4) under the Securities Act
         of 1933, as amended.

(8)      Calculated  pursuant to Rule 457(o) of the rules and regulations  under
         the Securities Act of 1933, as amended.

                                 --------------

<PAGE>
The  information in this  prospectus is not complete and may be changed.  We may
not sell  these  securities  until the  registration  statement  filed  with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to  sell  these  securities  and it is not  soliciting  an  offer  to buy  these
securities in any state where the offer or sale is not permitted.

    PROSPECTUS
                              Subject to Completion
                  Preliminary Prospectus Dated January 19, 2001

                                  $500,000,000


                           Iron Mountain Incorporated

              Debt Securities, Preferred Stock, Depositary Shares,
                            Common Stock and Warrants
                             ----------------------


     We may from time to time offer:

o    debt securities,

o    shares of our preferred stock,

o    fractional shares of our preferred stock in the form of depositary shares,

o    shares of our common stock, or

o    warrants to purchase any of these securities.

     The securities we offer will have an aggregate  public offering price of up
to $500,000,000.

     In connection with the debt  securities,  substantially  all of our present
and future wholly owned domestic subsidiaries may, on a joint and several basis,
offer  full and  unconditional  guarantees  of our  obligations  under  the debt
securities.

     We will  indicate the  particular  securities  we offer and their  specific
terms in a supplement to this document.  In each case we would describe the type
and amount of securities we are offering, the initial public offering price, and
the other terms of the offering.

     Our common stock is listed on the New York Stock  Exchange under the symbol
"IRM." We will  make  applications  to list any  shares  of  common  stock  sold
pursuant to a supplement to this  prospectus on the NYSE. We have not determined
whether we will list any of the other securities we may offer on any exchange or
over-the-counter  market.  If we decide to seek listing of any  securities,  the
supplement will disclose the exchange or market.

     Investing in our securities involves risks. See "Risk Factors" beginning on
page 1.

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

     We may offer the securities  directly,  through agents designated from time
to time by us,  or to or  through  underwriters  or  dealers.  We will show in a
supplement the names of any agents or  underwriters  involved in the sale of any
securities.  We will also  describe  any  applicable  purchase  price and fee or
commission or discount arrangement between or among us and/or them. See "Plan of
Distribution."  We may not sell any securities  without delivery of a supplement
describing the method and terms of the offering of the securities.

     Our  principal   place  of  business  is  745  Atlantic   Avenue,   Boston,
Massachusetts 02111 and our telephone number is (617) 535-4766.

                The date of this prospectus is January 19, 2001.

<PAGE>

           TABLE OF CONTENTS

    About This Prospectus........................      (i)
    Cautionary Note Regarding Forward-Looking
       Statements................................      (i)
    Iron Mountain................................       1
    Risk Factors.................................       1
    Ratio of Earnings to Fixed Charges...........       5
    Use of Proceeds..............................       6
    Description of Certain Indebtedness..........       6
    Description of Debt Securities...............       8
    Description of Capital Stock.................      14
    Description of Depositary Shares.............      18
    Description of Warrants......................      21
    Description of Certain Provisions of
       Pennsylvania Law and Our Articles of
       Incorporation and Bylaws..................      22
    Plan of Distribution.........................      23
    Validity of the Offered Securities...........      24
    Experts......................................      24
    Where You Can Find More Information..........      26
    Documents Incorporated By Reference..........      26

    You  should  rely  only on the  information  incorporated  by  reference  or
provided in this  document.  We have not  authorized  anyone else to provide you
with different  information.  We are not making an offer of these  securities in
any  jurisdiction  where  it  is  unlawful.  You  should  not  assume  that  the
information in this prospectus is accurate as of any date other than the date on
the front of this document.

                              ABOUT THIS PROSPECTUS

    This  prospectus is part of a  registration  statement we filed with the SEC
using a "shelf" registration process.  Under this shelf process, we may sell any
combination  of the  securities  described  in  this  prospectus  in one or more
offerings  up to a  total  dollar  amount  of  proceeds  of  $500,000,000.  This
prospectus  provides you with a general  description  of the  securities  we may
offer.  Each time we sell  securities,  we will provide a prospectus  supplement
containing specific information about the terms of that offering. The prospectus
supplement  may also  add,  update,  or  change  information  contained  in this
prospectus.  You should read both this prospectus and any prospectus supplement,
together with additional  information described under the heading "Where You Can
Find More Information" and "Documents Incorporated By Reference."

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    We have made and incorporated by reference  statements in this document that
constitute  "forward-looking  statements" as that term is defined in the federal
securities  laws.  These  forward-looking  statements  concern  our  operations,
economic performance and financial condition. The forward-looking statements are
subject to various known and unknown  risks,  uncertainties  and other  factors.
When we use words such as "believes," "expects,"  "anticipates,"  "estimates" or
similar expressions, we are making forward-looking statements.

    Although  we  believe  that  our  forward-looking  statements  are  based on
reasonable  assumptions,  our expected  results may not be achieved,  and actual
results may differ  materially  from our  expectations.  Important  factors that
could cause actual results to differ from  expectations  include,  among others,
those set forth below. For a more detailed  discussion of some of these factors,
please read carefully the information under "Risk Factors" beginning on page 1.

o    difficulties related to the integration of acquisitions generally and, more
     specifically,  the  integration of our operations and those of Pierce Leahy
     Corp.;

o    unanticipated costs as a result of our acquisition of Pierce Leahy;

o    the uncertainties related to international expansion;

o    the uncertainties related to expansion into digital businesses;

o    rapid and significant changes in technology;

o    the cost and availability of appropriate storage facilities;

o    changes in customer preferences and demand for our services;

o    our significant indebtedness and the cost and availability of financing for
     contemplated growth; and

o    other general economic and business conditions.

                                      (i)
<PAGE>

    These cautionary statements should not be construed by you to be exhaustive,
and they are made only as of the date of this prospectus.  You should read these
cautionary  statements  as being  applicable to all  forward-looking  statements
wherever  they  appear.  We  assume  no  obligation  to  update  or  revise  the
forward-looking  statements  or to update the reasons why actual  results  could
differ from those projected in the forward-looking statements.

                                      (ii)

<PAGE>
                                  IRON MOUNTAIN

    We are the leader in records and information  management services. We are an
international,  full-service provider of records and information  management and
related  services,  enabling  customers to outsource these functions.  We have a
diversified  customer base, which includes more than half of the Fortune 500 and
numerous  commercial,   legal,  banking,  healthcare,   accounting,   insurance,
entertainment  and government  organizations.  We provide  storage for all major
media, including paper, which is the dominant form of records storage,  magnetic
media,  including  computer tapes,  microfilm and  microfiche,  master audio and
video  tapes,  film and optical  disks,  X-rays and  blueprints.  Our  principal
services provided to our storage customers include courier pick-up and delivery,
filing,  retrieval and destruction of records,  database management,  customized
reporting  and  disaster  recovery  support.  We also  sell  storage  materials,
including   cardboard  boxes  and  magnetic  media,  and  provide   confidential
destruction,   consulting,   facilities   management,   fulfillment   and  other
outsourcing services.

    As of December  31,  2000,  we provided  services to over  125,000  customer
accounts in 77 markets in the United States and 37 markets outside of the United
States.  We  employ  over  10,000  people  and  operate  more  than 625  records
management facilities in the United States, Canada, Europe and Latin America.

                                  RISK FACTORS

    You should consider carefully the following factors and other information in
this prospectus before deciding to invest in our securities.

Acquisition and International Expansion Risks

Failure to successfully  integrate  acquired  operations could reduce our future
results of operations.

    The success of any  acquisition  depends in part on our ability to integrate
the acquired company. The process of integrating acquired businesses may involve
unforeseen  difficulties  and  may  require  a  disproportionate  amount  of our
management's attention and our financial and other resources.

    In particular, the integration of our operations and the operations formerly
conducted under the name Pierce Leahy has presented and will continue to present
a significant  challenge to our management.  We began  integrating the cultures,
operating systems,  procedures and information technologies of Iron Mountain and
Pierce Leahy  approximately one year ago. The integration  process is continuing
and will proceed for up to two more years.

     We can give no assurance  that we will  ultimately  be able to  effectively
integrate  and manage the  operations of any acquired  business, in general, and
Pierce  Leahy,  in  particular.  Nor can we  assure  you that we will be able to
maintain or improve  the  historical  financial  performance  of Iron  Mountain,
Pierce Leahy or our other  acquisitions.  The failure to successfully  integrate
these cultures, operating systems, procedures and information technologies could
have a material adverse effect on our results of operations.

Failure to achieve  expected  cost savings and  unanticipated  costs  related to
integrating acquired companies could adversely affect our results of operations.

    Our estimates of annual operating cost savings for acquired  companies are a
function of the nature and timing of individual  acquisition  integration plans.
These savings  result  primarily  from the  elimination  of redundant  corporate
expenses and more efficient operations and utilization of real estate.  However,
unanticipated  future operating  expenses or acquisition  related  expenses,  or
other  adverse  developments,  could reduce or delay  realization  of these cost
savings and  materially  affect our results of  operations.  The  integration of
Pierce  Leahy  poses a  particular  risk due to the size and  complexity  of the
integration plan.

    Our  operating  results  may  fluctuate  from  quarter to quarter due to the
integration  of current and future  acquisitions.  It is  difficult to precisely
forecast the magnitude and timing of integration  and  merger-related  expenses.
These  expenses  may be material to the  financial  results of a given  quarter.
Therefore, operating results for any fiscal quarter may not be indicative of the
results  that may be achieved  for any  subsequent  quarter or for a full fiscal
year.

We may be unable to continue our international expansion.

    Our  growth  strategy  involves  expanding   operations  into  international
markets, and we expect to continue this expansion. Europe and Latin America have
been our primary  areas of focus for  international  expansion.  We have entered
into joint

                                       -1-
<PAGE>

ventures  and have  acquired  all or a majority  of the  equity in  records  and
information  management  services  businesses  operating  in these areas and are
actively pursuing additional opportunities. This growth strategy involves risks.
We may be unable to pursue this strategy in the future.  For example,  we may be
unable to:

o    identify suitable companies to acquire;

o    complete acquisitions on satisfactory terms;

o    incur  additional  debt necessary to acquire  suitable  companies if we are
     unable to pay the purchase  price out of working  capital,  common stock or
     other equity securities; or

o    enter into successful  business  arrangements  for technical  assistance or
     management and acquisition expertise outside of the United States.

    We also  compete  with other  records and  information  management  services
providers for companies to acquire.  Some of our competitors may possess greater
financial and other  resources than we do. If any such competitor were to devote
additional resources to such acquisition candidates or focus its strategy on our
international markets, our results of operations could be adversely affected.

We may not be able to effectively expand our digital businesses.

    We have  implemented the early stages of our planned  expansion into various
digital businesses.  Our entrance into these markets poses certain unique risks.
For example, we may be unable to:

o    raise the amount of capital  necessary to effectively  participate in these
     businesses;

o    develop, hire or otherwise obtain the necessary technical expertise;

o    accurately predict the size of the markets for any of these services; or

o    compete  effectively  against other companies who possess greater technical
     expertise, capital or other necessary resources.

    In addition,  the business  partners  upon whom we depend for  technical and
management  expertise,  as well as the hardware and software products we need to
complement our services, may not perform as expected.

Operational Risks

We have a history of net losses.

     Our net losses are primarily  attributable to significant  non-cash charges
and interest expense associated with our acquisition and growth strategies.  The
non-cash charges consist primarily of:

o    depreciation  expenses  associated with the expansion of storage  capacity;
     and

o    goodwill amortization  associated with acquisitions accounted for under the
     purchase method.

     Our  primary  financial  objective  has been,  and will  continue to be, to
increase  EBITDA,   which  we  define  as  earnings  before   interest,   taxes,
depreciation,  amortization,  extraordinary items, other income,  merger-related
expenses and stock option compensation expenses, to service indebtedness and for
investment in continued internal growth and growth through acquisitions,  rather
than net income.  Having an objective of increasing EBITDA may negatively affect
other  measures  of  financial  performance,  such as net income.  In  addition,
execution  of our  growth  strategy  could  result in future  net  losses due to
increased interest expense associated with borrowings and increased depreciation
and amortization expenses.

Our  customers  may shift from paper storage to  alternative  technologies  that
require less physical space.

    We derive  most of our  revenues  from the  storage of paper  documents  and
related services. This storage requires significant physical space.  Alternative
storage technologies exist, many of which require  significantly less space than
paper. These technologies include computer media, microform,  CD-ROM and optical
disk. To date,  none of these  technologies  has replaced paper as the principal
means for storing  information.  However,  we can provide no assurance  that our
customers  will  continue  to store  most of their  records in paper  format.  A
significant  shift by our customers to storage of data through  non-paper  based
technologies,  whether now

                                      -2-
<PAGE>
existing or developed in the future, could adversely affect our business.

We may be subject to certain costs and potential liabilities associated with the
real estate required for our businesses.

    Because our businesses are heavily dependent on real estate, we face special
risks attributable to the real estate we own or operate. Such risks include:

o    variable  occupancy  costs and difficulty  locating  suitable sites due to
     fluctuations in the real estate market;

o    uninsured losses or damage to our storage facilities due to an inability to
     obtain full coverage on a cost-effective basis for some casualties, such as
     earthquakes, or any coverage for certain losses, such as losses from riots;

o    loss of our  investment  in, and  anticipated  profits  and cash flow from,
     damaged property that is uninsured;

o    liability under certain  environmental  laws for the costs of investigation
     and cleanup of  contaminated  real estate owned or leased by us, whether or
     not (1) we know of, or were responsible for, the contamination,  or (2) the
     contamination occurred while we owned or leased the property;

o    third party claims  resulting from the off-site  migration of contamination
     initiating on real estate that we own or operate,  or exposure to hazardous
     substances,   including  asbestos-containing   materials,  located  on  our
     property; and

o    an inability to sell, rent,  mortgage or use contaminated real estate owned
     or leased by us.

     Some  of our  current  and  formerly  owned  or  operated  properties  were
previously used for industrial or other purposes that involved the use, storage,
generation  and/or  disposal of hazardous  substances  and wastes and  petroleum
products.   In  some  instances  these  properties  included  the  operation  of
underground storage tanks.  Although we have from time to time conducted limited
environmental  investigations and remedial  activities at some of our former and
current facilities,  we have not undertaken an in-depth  environmental review of
all of our properties.  We therefore may be potentially liable for environmental
costs like those discussed above.

International operations may pose unique risks.

     As part of our growth  strategy,  we have acquired and expect to acquire in
the future,  records and information  management  services businesses in foreign
markets. International operations are subject to numerous risks, including

o    the risk that the  business  partners  upon whom we  depend  for  technical
     assistance or management and  acquisition  expertise  outside of the United
     States will not perform as expected;

o    the impact of foreign government regulations;

o    political uncertainties;

o    differences in business practices; and

o    foreign currency fluctuations.

    In particular,  our net income can be significantly affected by fluctuations
in foreign  currencies  associated with the U.S. dollar denominated debt of some
of our  foreign  subsidiaries  and  certain  intercompany  balances  between our
domestic entities and our foreign subsidiaries.

We face competition for customers.

    We compete with our current and potential  customers'  internal  records and
information management services  capabilities.  We can provide no assurance that
these  organizations  will begin or continue to use an outside company,  such as
our company, for their future records and information  management services needs
or that they will use us to provide  these  services.  We compete with  multiple
records and information  management  services  providers in all geographic areas
where we operate.

Indebtedness and Other Risks

Our substantial indebtedness could adversely affect our financial health.

    We have substantial indebtedness, which could have important consequences to
you. Our  indebtedness  may increase as we continue to borrow under existing and
future  credit  arrangements  in order to finance  future  acquisitions  and for
general

                                      -3-
<PAGE>

corporate  purposes,  which would  increase the  associated  risks.  These risks
include:

o    sensitivity to adverse economic conditions;

o    inability   to  fund  future   working   capital,   acquisitions,   capital
     expenditures and other general corporate requirements;

o    limits on our  flexibility  in planning for, or reacting to, changes in our
     business and the records and information management services industry;

o    limits  on  future   borrowings   under  our  existing  or  future   credit
     arrangements,  which could affect our ability to pay our indebtedness or to
     fund our other liquidity needs;

o    inability to generate sufficient funds to cover required interest payments;
     and

o    restrictions  on our ability to refinance our  indebtedness on commercially
     reasonably terms.

Restrictive  loan  covenants  may limit our  ability to pursue  our  acquisition
strategy.

    Our credit  facility and our  indentures  contain  covenants  restricting or
limiting our ability to, among other things:

o    incur additional indebtedness;

o    pay dividends or make other restricted payments;

o    make asset dispositions;

o    permit liens; and

o    make capital expenditures and other investments.

    These   restrictions   may  adversely  affect  our  ability  to  pursue  our
acquisition and other growth strategies.

Certain  provisions  in  our  governing   documents  and  indentures,   and  the
composition of our shareholders,  might discourage or prevent third parties from
acquiring control of our outstanding capital stock.

    Certain provisions of our articles of incorporation, our bylaws and existing
indentures  might  discourage or prevent a third party from acquiring  actual or
potential control of Iron Mountain by:

o    making it more difficult to consummate  certain types of transactions  such
     as mergers, tender offers or proxy contests;

o    limiting  shareholders'  ability to quickly  change the  composition of our
     board of directors due to our classified board of directors;

o    allowing  existing  management  to exercise  significant  control  over our
     affairs during periods where we are threatened by a change in control;

o    allowing our board of  directors to issue shares of preferred  stock in the
     future without further shareholder approval, and with full discretion as to
     terms, conditions, rights, privileges and preferences; and

o    requiring that we offer to purchase all or some of our  outstanding  senior
     subordinated notes and publicly issued notes in certain  circumstances that
     amount to a change of control under our indentures.

    In addition, because relatively few large shareholders control a significant
percentage of our voting power, these shareholders may:

o    prevent  certain  types of  transactions  involving  an actual or potential
     change of control of Iron Mountain,  including  transactions made at prices
     above the prevailing market price of our common stock; and

o    significantly  affect the election of our directors  who, in turn,  control
     our management and affairs.


                                      -4-
<PAGE>

                       RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth our  consolidated  ratio of earnings to fixed
charges for the periods indicated (dollars in thousands):
<TABLE>
<CAPTION>

                                                                                  Nine Months Ended
                                              Year Ended December 31,               September 30,
                             -----------------------------------------------------------------------
                             1995       1996       1997       1998      1999           2000
                             ----       ----       ----       ----      ----           ----


<S>                         <C>         <C>       <C>          <C>      <C>           <C>
Ratio of earnings to
 fixed charges               1.1x        1.1x      0.9x(1)      1.1x     1.1x          0.8x(1)

-------------------------------
<FN>
(1)      We  reported  a  loss  from  continuing   operations  before  provision
         (benefit)  for income taxes and minority  interest,  for the year ended
         December 31, 1997 and for the nine months ended September 30, 2000, the
         Company would have needed to generate additional income from operations
         before  provision for income taxes and minority  interest of $4,601 and
         $18,749  to  cover  its  fixed   charges  of  $37,489   and   $112,050,
         respectively.
</FN>
</TABLE>

    The ratios of earnings to fixed  charges  presented  above were  computed by
dividing our earnings by fixed  charges.  For this  purpose,  earnings have been
calculated by adding fixed charges to income (loss) from  continuing  operations
before provision for income taxes and minority  interest.  Fixed charges consist
of interest costs,  whether expensed or capitalized,  the interest  component of
rental expense,  if any,  amortization of debt discounts and deferred  financing
costs, whether expensed or capitalized.


                                      -5-
<PAGE>
                                 USE OF PROCEEDS

    Unless  otherwise  described in any  applicable  prospectus  supplement,  we
intend  to use the net  proceeds  from the sale of the  offered  securities  for
general corporate purposes, which may include acquisitions,  investments and the
repayment of  indebtedness  outstanding  at a  particular  time,  including  the
reduction of amounts  outstanding under our credit agreement or any other credit
facility.  Pending this  utilization,  the proceeds from the sale of the offered
securities will be invested in short-term,  dividend-paying or  interest-bearing
investment grade securities.

                       DESCRIPTION OF CERTAIN INDEBTEDNESS

     The  description   below   summarizes  the  more  important  terms  of  our
indebtedness.  We have  previously  filed  copies of the  credit  agreement  and
indentures  setting forth the terms of the indebtedness with the SEC. See "Where
You Can Find More  Information"  and "Documents  Incorporated by Reference." You
should refer to those agreements for the complete terms of the indebtedness.

Credit Agreement

     Our credit  agreement,  as  currently  in effect,  includes a $400  million
revolving  credit  facility  and two  tranches  of term  debt.  Tranches A and B
represent  term loans to us in the  principal  amounts of $150  million and $200
million,  respectively.  The  Tranche  A term  loan  and  the  revolving  credit
component of the credit  agreement mature on January 31, 2005, and the Tranche B
term loan matures on February 28, 2006. Upon maturity, all outstanding revolving
credit loans and other amounts payable thereunder will become due.

     We may borrow money under the credit  agreement to finance  possible future
acquisitions, as well as for working capital and general corporate purposes.

     We have the  right  to  elect  various  interest  rates on our  outstanding
borrowings  under the  credit  agreement.  The  interest  rate is based upon the
applicable  reference rate and a margin or spread over such reference  rate. The
spread varies based upon the ratio of our  indebtedness  to our EBITDA.  We have
the option of causing the reference rate to be based upon (1) the greater of (a)
the  agent's  prime rate or (b) a rate based upon the  overnight  federal  funds
rate, or (2) for periods of up to 12 months,  the interest  rates  prevailing on
the date of determination in the London interbank markets. We currently use, and
may continue to use, interest rate protection products to reduce our exposure to
increases in certain interest rates.

     The credit  agreement  contains  covenants  restricting our ability and our
subsidiaries' ability to, among other things:

o    declare dividends or redeem or repurchase capital stock;

o    make optional  payments and  modifications  of subordinated  and other debt
     instruments;

o    incur liens and engage in sale and leaseback transactions;

o    make loans and investments;

o    incur indebtedness and contingent obligations;

o    make capital expenditures;

o    enter into transactions with affiliates; and

o    make changes in our lines of business.

     We are also required to comply with financial covenants with respect to:

o    a maximum leverage ratio;

o    a minimum interest coverage ratio; and

o    a minimum fixed charge coverage ratio.

     The credit  agreement  also contains  customary  affirmative  covenants and
events of default.  In addition,  the credit agreement  restricts our ability to
make certain acquisitions.  We are permitted to acquire domestic corporations so
long as:

o    after giving effect to such  acquisition,  we remain in compliance with the
     leverage, interest coverage and fixed charge coverage ratios;

o    the  acquired  assets or business  relate to the  records  and  information
     management services business; and

o    the acquisition is not hostile in nature.

                                      -6-
<PAGE>
Publicly Issued Notes

    We have outstanding five series of senior  subordinated  notes issued to the
public. These are obligations of the parent company,  Iron Mountain Incorporated
(the "Parent Notes"):

o    $130  million  principal  amount  of notes  maturing  on July 15,  2006 and
     bearing  interest at a rate of 111/8% per annum,  payable  semi-annually in
     arrears on January 15 and July 15 (the "111/8% notes");

o    $165  million  principal  amount of notes  maturing  on October 1, 2006 and
     bearing  interest at a rate of 101/8% per annum,  payable  semi-annually in
     arrears on April 1 and October 1 (the "101/8% notes");

o    $120  million  principal  amount  of notes  maturing  on July 15,  2007 and
     bearing  interest at a rate of 91/8% per annum,  payable  semi-annually  in
     arrears on January 15 and July 15 (the "91/8% notes");

o    $250 million  principal  amount of notes maturing on September 30, 2009 and
     bearing  interest at a rate of 8 3/4% per annum,  payable  semi-annually in
     arrears on March 31 and September 30 (the "8 3/4% notes"); and

o    $150 million principal amount of notes maturing on July 1, 2011 and bearing
     interest at a rate of 8 1/4% per annum, payable semi-annually in arrears on
     January 1 and July 1 (the "8 1/4% notes").

The  Parent  Notes  are  fully  and  unconditionally  guaranteed,  on  a  senior
subordinated basis, by substantially all of our direct and indirect wholly owned
domestic subsidiaries (the "Subsidiary Guarantors").  These guarantees are joint
and several obligations of the Subsidiary  Guarantors.  In addition,  the 111/8%
notes and the 91/8%  notes are  secured by a second  lien on 65% of the stock of
Iron  Mountain  Canada  Corporation  ("Canada  Company").  The  remainder of our
subsidiaries do not guarantee the Parent Notes.

    In addition, Canada Company, our principal Canadian subsidiary, has publicly
issued $135  million  principal  amount of notes that mature on May 15, 2008 and
bear interest at a rate of 81/8% per annum, payable  semi-annually in arrears on
May 15 and  November  15 (the  "Subsidiary  Notes").  The  Subsidiary  Notes are
general unsecured obligations of Canada Company,  ranking pari passu in right of
payment  to all  of  Canada  Company's  existing  and  future  senior  unsecured
indebtedness.  The Subsidiary Notes are fully and unconditionally guaranteed, on
a senior  subordinated  basis, by Iron Mountain,  the Subsidiary  Guarantors and
several of the  non-guarantors  that are  organized  under the laws of  Canadian
provinces. As with the Parent Notes, these guarantees are joint and several.

    Each of the  indentures  for the  notes  provides  that  we may  redeem  the
outstanding  notes, in whole or in part, upon  satisfaction of certain terms and
conditions.  In any  redemption,  we are also  required  to pay all  accrued but
unpaid interest on the outstanding notes.

    The 111/8%  notes may be redeemed at any time on or after July 15, 2001 at a
redemption price, starting on July 15 of each of the years listed below, of:

    Year                        Percentage
    ----                        ----------
    2001                        105.563%
    2002                        103.708%
    2003                        101.854%
    2004 (and thereafter)       100%

    The 101/8% notes may be redeemed at any time on or after  October 1, 2001 at
a redemption price, starting on October 1 of each of the years listed below, of:

    Year                        Percentage
    ----                        ----------
    2001                        105.06%
    2002                        103.38%
    2003                        101.69%
    2004 (and thereafter)       100%

    The 91/8%  notes may be  redeemed at any time on or after July 15, 2002 at a
redemption price, starting on July 15 of each year listed below, of:

    Year                        Percentage
    ----                        ----------
    2002                        104.563%
    2003                        103.042%
    2004                        101.521%
    2005 (and thereafter)       100%

    Prior to September 30, 2002,  the 8 3/4% notes are redeemable at our option,
in whole or in part, at a specified  make-whole  price.  Thereafter,  the 8 3/4%
notes may be redeemed at any time at a redemption

                                      -7-
<PAGE>
price, starting on September 30 of each year listed below, of:

    Year                        Percentage
    ----                        ----------
    2002                        104.375%
    2003                        102.916%
    2004                        101.458%
    2005 (and thereafter)       100%

    The Subsidiary Notes may be redeemed at any time on or after May 15, 2003 at
a redemption price, starting on May 15 of each year listed below, of:

    Year                        Percentage
    ----                        ----------
    2003                        104.063%
    2004                        102.708%
    2005                        101.354%
    2006 (and thereafter)       100%

In addition,  until May 15, 2001, we may under certain  conditions  redeem up to
35% of the Subsidiary  Notes with the net proceeds of a public equity  offering,
at redemption price of 108.125% of the principal amount.

    Prior to July 1, 2004,  the 8 1/4% notes are  redeemable  at our option,  in
whole or in part, at a specified make-whole price. Thereafter,  the 8 1/4% notes
may be redeemed at any time at a  redemption  price,  starting on July 1 of each
year listed below, of:

    Year                        Percentage
    ----                        ----------
    2004                        104.125%
    2005                        102.750%
    2006                        101.375%
    2007 (and thereafter)       100%

In addition,  until July 1, 2002, we may under certain  conditions  redeem up to
35% of the 8 1/4% notes with the net  proceeds of one or more equity  offerings,
at a redemption price of 108.25% of the principal amount.

    Each of the indentures for the notes  provides that we must  repurchase,  at
the option of the holders,  the notes at 101% of their  principal  amount,  plus
accrued and unpaid interest, upon the occurrence of a "Change of Control," which
is defined in each respective  indenture.  Except for required  repurchases upon
the  occurrence  of a change of control or in the event of certain  asset sales,
each as  described  in the  respective  indenture,  we are not  required to make
sinking fund or redemption payments with respect to any of the notes.

    The indentures for the notes contain restrictive  covenants similar to those
contained in the credit agreement.

                         DESCRIPTION OF DEBT SECURITIES

    The debt securities will be direct obligations of ours, which may be secured
or unsecured,  and which may be senior or  subordinated  indebtedness.  The debt
securities  may  be  fully  and  unconditionally  guaranteed  on  a  secured  or
unsecured, senior or subordinated basis, jointly and severally by the Subsidiary
Guarantors.  The debt  securities  will be issued  under one or more  indentures
between us and a trustee. Any indenture will be subject to, and governed by, the
Trust Indenture Act of 1939, as amended.  The statements made in this prospectus
relating  to any  indentures  and the debt  securities  to be  issued  under the
indentures are summaries of certain anticipated provisions of the indentures and
are not complete.

    We have  previously  filed copies of the forms of  indentures as exhibits to
the  registration  statement of which this  prospectus is part and will file any
final  indentures and supplemental  indentures if we issue debt securities.  You
should refer to those  indentures for the complete terms of the debt securities.
See "Where You Can Find More Information."

General

    We may issue debt securities that rank "senior,"  "senior  subordinated"  or
"subordinated." The debt securities that we refer to as "senior securities" will
be direct  obligations  of ours and will rank  equally  and  ratably in right of
payment with other  indebtedness of ours that is not subordinated.  We may issue
debt  securities  that will be  subordinated  in right of  payment  to the prior
payment in full of senior indebtedness,  as defined in the applicable prospectus
supplement,  and may rank equally and ratably with the senior subordinated notes
and any other  senior  subordinated  indebtedness.  We refer to these as "senior
subordinated  securities."  We  may  also  issue  debt  securities  that  may be
subordinated in right of payment to the senior  subordinated  securities.  These
would  be  "subordinated  securities."  We  have  filed  with  the  registration
statement of which this prospectus is part two separate forms of indenture,  one
for the senior  securities and one for the senior  subordinated and subordinated
securities.
                                      -8-
<PAGE>
    We may issue the debt  securities  without  limit as to aggregate  principal
amount,  in one or more  series,  in each  case as we  establish  in one or more
supplemental indentures.  We need not issue all debt securities of one series at
the same time. Unless we otherwise provide, we may reopen a series,  without the
consent of the holders of such series, for issuances of additional securities of
that series.

    We  anticipate  that any  indenture  will provide that we may, but need not,
designate more than one trustee under an indenture,  each with respect to one or
more series of debt securities. Any trustee under any indenture may resign or be
removed  with  respect  to one or more  series  of debt  securities,  and we may
appoint a successor trustee to act with respect to that series.

    The  applicable  prospectus  supplement  will  describe the  specific  terms
relating  to the  series of debt  securities  we will  offer,  including,  where
applicable, the following:

o    the title and series  designation  and whether they are senior  securities,
     senior subordinated securities or subordinated securities;

o    the aggregate principal amount of the securities;

o    the  percentage  of the  principal  amount at which we will  issue the debt
     securities and, if other than the principal  amount of the debt securities,
     the portion of the  principal  amount of the debt  securities  payable upon
     maturity of the debt securities;

o    if convertible, the initial conversion price, the conversion period and any
     other terms governing such conversion;

o    the stated maturity date;

o    any fixed or variable interest rate or rates per annum;

o    the place where  principal,  premium,  if any, and interest will be payable
     and where the debt securities can be surrendered for transfer,  exchange or
     conversion;

o    the date from which interest may accrue and any interest payment dates;

o    any sinking fund requirements;

o    any  provisions  for  redemption,  including the  redemption  price and any
     remarketing arrangements;

o    whether the securities are  denominated or payable in United States dollars
     or a foreign currency or units of two or more foreign currencies;

o    the events of  default  and  covenants  of such  securities,  to the extent
     different from or in addition to those described in this prospectus;

o    whether we will issue the debt  securities  in  certificated  or book-entry
     form;

o    whether the debt securities will be in registered or bearer form and, if in
     registered  form,  the  denominations  if other than in even  multiples  of
     $1,000 and, if in bearer form, the  denominations  and terms and conditions
     relating thereto;

o    whether we will issue any of the debt  securities in permanent  global form
     and, if so, the terms and  conditions,  if any, upon which interests in the
     global  security may be exchanged,  in whole or in part, for the individual
     debt securities represented by the global security;

o    the  applicability,  if any,  of the  defeasance  and  covenant  defeasance
     provisions described in this prospectus or any prospectus supplement;

o    whether we will pay additional  amounts on the securities in respect of any
     tax, assessment or governmental charge and, if so, whether we will have the
     option to redeem the debt securities instead of making this payment;

o    the subordination provisions, if any, relating to the debt securities;

o    if the debt securities are to be issued upon the exercise of debt warrants,
     the time, manner and place for them to be authenticated and delivered;

o    the provisions  relating to any security  provided for the debt securities;
     and

o    the provisions relating to any guarantee of the debt securities.

    We may issue debt securities at less than the principal  amount payable upon
maturity.  We refer to
                                      -9-
<PAGE>

these  securities  as  "original  issue  discount  securities."  If  material or
applicable,  we will describe in the applicable  prospectus  supplement  special
U.S.  federal  income tax,  accounting  and other  considerations  applicable to
original issue discount securities.

    Except as may be set forth in any prospectus  supplement,  an indenture will
not  contain  any  other  provisions  that  would  limit  our  ability  to incur
indebtedness or that would afford holders of the debt  securities  protection in
the event of a highly  leveraged or similar  transaction  involving us or in the
event of a change  of  control.  You  should  review  carefully  the  applicable
prospectus  supplement  for  information  with  respect to events of default and
covenants applicable to the securities being offered.

Denominations, Interest, Registration and Transfer

    Unless otherwise described in the applicable prospectus supplement,  we will
issue the debt  securities  of any  series  that are  registered  securities  in
denominations  that are even multiples of $1,000,  other than global securities,
which may be of any denomination.

    Unless otherwise specified in the applicable prospectus supplement,  we will
pay the interest, principal and any premium at the corporate trust office of the
trustee. At our option, however, we may make payment of interest by check mailed
to the  address  of the  person  entitled  to the  payment  as it appears in the
applicable  register  or by wire  transfer of funds to that person at an account
maintained within the United States.

    If we do not  punctually  pay or duly  provide for  interest on any interest
payment date, the defaulted interest will be paid either:

o    to the person in whose name the debt security is registered at the close of
     business on a special record date the applicable trustee will fix; or

o    in any other lawful manner, all as the applicable indenture describes.

    You may have your debt  securities  divided  into  more debt  securities  of
smaller   denominations  or  combined  into  fewer  debt  securities  of  larger
denominations,  as long as the total  principal  amount is not changed.  We call
this an "exchange."

    You may exchange or transfer debt securities at the office of the applicable
trustee.  The trustee acts as our agent for  registering  debt securities in the
names  of  holders  and  transferring  debt  securities.   We  may  change  this
appointment to another entity or perform it ourselves. The entity performing the
role of maintaining the list of registered holders is called the "registrar." It
will also perform transfers.

    You will not be  required  to pay a service  charge to  transfer or exchange
debt  securities,  but  you  may  be  required  to pay  for  any  tax  or  other
governmental  charge  associated  with the  exchange or  transfer.  The security
registrar  will make the transfer or exchange only if it is satisfied  with your
proof of ownership.

Merger, Consolidation or Sale of Assets

    Under any indenture, we are generally permitted to consolidate or merge with
another company.  We are also permitted to sell  substantially all of our assets
to  another  company,  or to buy  substantially  all of the  assets  of  another
company.  However, we may not take any of these actions unless all the following
conditions are met:

o    If we merge out of existence or sell our assets,  the other company must be
     a corporation,  partnership or other entity  organized  under the laws of a
     State or the District of Columbia or under  federal law. The other  company
     must agree to be legally responsible for the debt securities.

o    Immediately  after the merger,  sale of assets or other  transaction we are
     not in default on the debt  securities.  A default for this  purpose  would
     include any event that would be an event of default if the requirements for
     giving us  default  notice or our  default  having to exist for a  specific
     period of time were disregarded.

Certain Covenants

    Provision of Financial Information. Whether or not required by the rules and
regulations of the SEC, so long as any debt securities are outstanding,  we will
furnish to the holders of debt securities:

o    all quarterly and annual financial information that would be required to be
     contained  in a  filing  with  the SEC on  Forms  10-Q  and 10-K if we were
     required to file these reports,  including a  "Management's  Discussion and
     Analysis of  Financial  Condition  and  Results of  Operations"

                                      -10-
<PAGE>

     and, with respect to the annual information only, a report by our certified
     independent accountants; and

o    all financial  information  that would be required to be included in a Form
     8-K filed with the SEC if we were required to file this report.

     In addition,  whether or not required by the rules and  regulations  of the
SEC, we will file a copy of all such  information  and reports  with the SEC for
public availability, unless the SEC will not accept such a filing, and make this
information available to investors who request it in writing.

     Additional  Covenants.  Any  additional  or  different  covenants  of  Iron
Mountain,  or  modifications  to the  foregoing  covenants,  with respect to any
series  of  debt  securities  will be set  forth  in the  applicable  prospectus
supplement.

Events of Default and Related Matters

     Events of Default. The term "event of default" means any of the following:

o    We do not pay the  principal  or any premium on a debt  security on its due
     date;

o    We do not pay interest on a debt security within 30 days of its due date;

o    We do not deposit any sinking fund payment on its due date;

o    We remain in breach of any other term of the  applicable  indenture  for 60
     days after we receive a notice of default stating we are in breach.  Either
     the trustee or holders of majority in principal  amount of debt  securities
     of the affected series may send the notice;

o    Default in the  payment of any of our other  indebtedness  over a specified
     amount that results in the acceleration of the maturity of the indebtedness
     or  constitutes  a default  in the  payment  of the  indebtedness  at final
     maturity,   but  only  if  the   indebtedness  is  not  discharged  or  the
     acceleration is not rescinded or annulled;

o    We or one of our "significant subsidiaries" files for bankruptcy or certain
     other events in bankruptcy, insolvency or reorganization occur;

o    Any  other  event  of  default  described  in  the  applicable   prospectus
     supplement occurs.

The term "significant subsidiary" means each of our significant subsidiaries (as
defined in Regulation S-X promulgated under the Securities Act of 1933).

    Remedies If an Event of Default Occurs.  If an event of default has occurred
and has not been cured,  the trustee or the holders of at least 25% in principal
amount of the debt  securities  of the  affected  series may  declare the entire
principal  amount  of all  the  debt  securities  of that  series  to be due and
immediately  payable.  We call this a "declaration of acceleration of maturity."
If an  event  of  default  occurs  because  of  certain  events  in  bankruptcy,
insolvency or reorganization, the principal amount of all the debt securities of
that series will be automatically accelerated, without any action by the trustee
or any holder. At any time after the trustee or the holders have accelerated any
series of debt  securities,  but before a judgment  or decree for payment of the
money due has been  obtained,  the holders of at least a majority  in  principal
amount  of the  debt  securities  of the  affected  series  may,  under  certain
circumstances, rescind and annul such acceleration.

    The  trustee  will  be  required  to  give  notice  to the  holders  of debt
securities within 90 days of a default under the applicable indenture unless the
default has been cured or waived. The trustee may withhold notice to the holders
of any series of debt  securities  of any default  with  respect to that series,
except a default in the payment of the  principal,  premium,  or interest on any
debt  security of that series or in the payment of any sinking fund  installment
in  respect  of any debt  security  of that  series,  if  specified  responsible
officers of the trustee  consider the  withholding  to be in the interest of the
holders.

    Except in cases of default,  where the trustee has some special duties,  the
trustee is not required to take any action under the applicable indenture at the
request  of  any  holders  unless  the  holders  offer  the  trustee  reasonable
protection  from expenses and liability.  We refer to this as an "indemnity." If
reasonable indemnity is provided,  the holders of a majority in principal amount
of the outstanding securities of the relevant series may direct the time, method
and place of  conducting  any lawsuit or other formal  legal action  seeking any
remedy  available to the  trustee.  These  majority  holders may also direct the
trustee in performing any other action under the applicable  indenture,  subject
to certain limitations.

                                      -11-
<PAGE>

     Before you bypass the trustee  and bring your own  lawsuit or other  formal
legal  action  or take  other  steps to  enforce  your  rights or  protect  your
interests relating to the debt securities, the following must occur:

o    You must give the  trustee  written  notice  that an event of  default  has
     occurred and remains uncured;

o    The holders of at least a majority in principal  amount of all  outstanding
     securities  of the  relevant  series must make a written  request  that the
     trustee  take  action  because of the  default,  and must offer  reasonable
     indemnity to the trustee  against the cost and other  liabilities of taking
     that action; and

o    The  trustee  must have not taken  action for 60 days after  receipt of the
     above notice and offer of indemnity.

However,  you are  entitled  at any time to bring a lawsuit  for the  payment of
money due on your security after its due date.

     Every year we will furnish to the trustee a written statement by certain of
our officers  certifying  that to their  knowledge we are in compliance with the
applicable indenture and the debt securities, or else specifying any default.

Modification of an Indenture

     There are three types of changes we can make to the indentures and the debt
securities:

     Changes Requiring Your Approval. First, there are changes we cannot make to
your debt securities without your specific approval.  The following is a list of
those types of changes:

o    change the stated maturity of the principal or interest on a debt security;

o    reduce any amounts due on a debt security;

o    reduce the amount of principal payable upon acceleration of the maturity of
     a debt security following a
     default;

o    change the place or currency of payment on a debt security;

o    impair your right to sue for payment;

o    modify the subordination provisions, if any, in a manner that is adverse to
     you;

o    reduce the percentage of holders of debt securities whose consent is needed
     to  modify  or  amend an  indenture  or to waive  compliance  with  certain
     provisions of an indenture or to waive certain defaults;

o    reduce the percentage of holders of debt securities  required for quorum or
     voting;

o    waive a default  or event of  default in the  payment  of  principal  of or
     premium, if any, or interest on the debt securities; or

o    modify any of the foregoing  provisions,  or any of the provisions relating
     to the waiver of particular past defaults or particular  covenants,  except
     to increase  the  required  percentage  to effect such action or to provide
     that certain  other  provisions  may not be modified or waived  without the
     consent of the holder of the debt security.

     Changes  Requiring  a  Majority  Vote.  The  second  type of  change  to an
indenture  and the debt  securities is the kind that requires a vote in favor by
holders of debt  securities  owning a majority  of the  principal  amount of the
particular  series  affected.  Most changes fall into this category,  except for
clarifying  changes and certain other  changes that would not  adversely  affect
holders of the debt securities. We require the same vote to obtain a waiver of a
past default.  However,  we cannot  obtain a waiver of a payment  default or any
other aspect of an indenture or the debt securities listed in the first category
described above under "--Changes  Requiring Your Approval" unless we obtain your
individual consent to the waiver.

     Changes Not Requiring Approval. The third type of change does not require
any vote by holders of debt securities.  This type is limited to  clarifications
and certain other changes that would not  adversely  affect  holders of the debt
securities.

     Further  Details  Concerning  Voting.  When taking a vote,  we will use the
following  rules to decide  how much  principal  amount to  attribute  to a debt
security:

                                      -12-
<PAGE>

o    For original issue discount  securities,  we will use the principal  amount
     that would be due and  payable on the voting  date if the  maturity  of the
     debt securities were accelerated to that date because of a default.

o    For debt  securities  whose  principal  amount is not known,  we will use a
     special  rule for that  security  described  in the  applicable  prospectus
     supplement. An example is if the principal amount is based on an index.

o    For  debt  securities  denominated  in one or more  foreign  currencies  or
     currency units, we will use the U.S. dollar equivalent.

     Debt securities are not considered outstanding,  and therefore not eligible
to vote,  if we have  deposited  or set  aside in trust  for you money for their
payment  or  redemption  or if we or  one  of  our  affiliates  own  them.  Debt
securities  are also not  eligible  to vote if they have been fully  defeased as
described   immediately  below  under  "--Discharge,   Defeasance  and  Covenant
Defeasance--Full Defeasance."

     A meeting may be called at any time by the trustee, and also, upon request,
by Iron  Mountain  or the  holders  of at least 25% in  principal  amount of the
outstanding debt securities of such series,  in any such case, upon notice given
as provided in the indenture.

Discharge, Defeasance and Covenant Defeasance

     Discharge.  We may discharge  some  obligations to holders of any series of
debt  securities  that either have become due and payable or will become due and
payable  within one year,  or  scheduled  for  redemption  within  one year,  by
irrevocably  depositing  with the  trustee,  in trust,  funds in the  applicable
currency  in an amount  sufficient  to pay the debt  securities,  including  any
premium and interest.

     Full  Defeasance.  We can, under  particular  circumstances,  effect a full
defeasance  of your  series of debt  securities.  By this we mean we can legally
release  ourselves from any payment or other  obligations on the debt securities
if we put in place the following arrangements to repay you:

o    We must  deposit  in trust for your  benefit  and the  benefit of all other
     direct  holders  of the debt  securities  a  combination  of money and U.S.
     government  or U.S.  government  agency  notes or bonds that will  generate
     enough cash to make interest,  principal and any other payments on the debt
     securities on their various due dates.

o    The current federal tax law must be changed or an IRS ruling must be issued
     permitting  the above deposit  without  causing you to be taxed on the debt
     securities  any  differently  than if we did not make the  deposit and just
     repaid the debt  securities  ourselves.  Under current federal tax law, the
     deposit and our legal release from the debt securities  would be treated as
     though we took back your  debt  securities  and gave you your  share of the
     cash and  notes or bonds  deposited  in  trust.  In that  event,  you could
     recognize gain or loss on the debt securities you give back to us.

o    We must  deliver  to the  trustee a legal  opinion  confirming  the tax law
     change described above.

     If we did accomplish full defeasance,  you would have to rely solely on the
trust deposit for repayment on the debt securities. You could not look to us for
repayment in the unlikely event of any shortfall.  Conversely, the trust deposit
would most likely be protected from claims of our lenders and other creditors if
we ever  became  bankrupt  or  insolvent.  You would also be  released  from any
subordination provisions.

     Covenant  Defeasance.  Under current  federal tax law, we can make the same
type of deposit  described  above and be released  from some of the  restrictive
covenants in the debt securities.  This is called "covenant defeasance." In that
event,  you would lose the protection of those  restrictive  covenants but would
gain the  protection of having money and  securities set aside in trust to repay
the securities and you would be released from any subordination  provisions.  In
order to achieve covenant defeasance, we must do the following:

o    We must  deposit  in trust for your  benefit  and the  benefit of all other
     direct  holders  of the debt  securities  a  combination  of money and U.S.
     government  or U.S.  government  agency  notes or bonds that will  generate
     enough cash to make interest,  principal and any other payments on the debt
     securities on their various due dates.

o    We must  deliver  to the  trustee a legal  opinion  confirming  that  under
     current  federal  income  tax law we may make  the  above  deposit  without
     causing you to be taxed on the debt securities any  differently  than if we
     did not make the

                                      -13-
<PAGE>

     deposit and just repaid the debt securities ourselves.

     If we  accomplish  covenant  defeasance,  the  following  provisions  of an
indenture and the debt securities would no longer apply:

o    Any covenants  applicable to the series of debt securities and described in
     the applicable prospectus supplement.

o    Any subordination provisions.

o    Certain events of default  relating to breach of covenants and acceleration
     of the maturity of other debt set forth in any prospectus supplement.

     If we  accomplish  covenant  defeasance,  you  can  still  look  to us  for
repayment of the debt  securities if a shortfall in the trust deposit  occurred.
If one of the remaining events of default occurs,  for example,  our bankruptcy,
and the debt  securities  become  immediately  due and  payable,  there may be a
shortfall.  Depending on the event  causing the default,  you may not be able to
obtain payment of the shortfall.

Subordination

     We will set forth in the  applicable  prospectus  supplement  the terms and
conditions,  if any, upon which any series of senior subordinated  securities or
subordinated  securities is subordinated to debt securities of another series or
to other indebtedness of ours. The terms will include a description of:

o    the indebtedness ranking senior to the debt securities being offered;

o    the restrictions, if any, on payments to the holders of the debt securities
     being  offered while a default with respect to the senior  indebtedness  is
     continuing;

o    the restrictions, if any, on payments to the holders of the debt securities
     being offered following an event of default; and

o    provisions  requiring holders of the debt securities being offered to remit
     some payments to holders of senior indebtedness.

Global Securities

    If so set forth in the applicable  prospectus  supplement,  we may issue the
debt  securities  of a  series  in  whole  or in part in the form of one or more
global  securities  that will be deposited  with a depositary  identified in the
prospectus  supplement.  We may issue global  securities in either registered or
bearer form and in either temporary or permanent form. The specific terms of the
depositary  arrangement  with respect to any series of debt  securities  will be
described in the prospectus supplement.

                          DESCRIPTION OF CAPITAL STOCK

    The  description  below  summarizes the more important  terms of our capital
stock.  We  have  previously  filed  with  the SEC  copies  of our  articles  of
incorporation and bylaws, as amended. See "Where You Can Find More Information."
You should refer to those documents for the complete terms of our capital stock.
This summary is subject to and qualified by reference to the  description of the
particular  terms of your  securities  described  in the  applicable  prospectus
supplement.

General

    Our authorized capital stock consists of 150,000,000 shares of common stock,
par value $.01 per share,  and 10,000,000  shares of preferred  stock, par value
$.01 per share.

Preferred Stock

     General.   Our  board  of  directors  will   determine  the   designations,
preferences,  limitations and relative  rights of the 10,000,000  authorized and
unissued shares of preferred stock. These include:

o    the  distinctive  designation  of each series and the number of shares that
     will constitute the series;

o    the voting rights, if any, of shares of the series;

o    the dividend rate on the shares of the series, any restriction,  limitation
     or condition upon the payment of the dividends,  whether  dividends will be
     cumulative, and the dates on which dividends are payable;

o    the prices at which,  and the terms and conditions on which,  the shares of
     the series may be redeemed, if the shares are redeemable;

                                      -14-
<PAGE>

o    the  purchase  or sinking  fund  provisions,  if any,  for the  purchase or
     redemption of shares of the series;

o    any  preferential  amount  payable  upon  shares  of the  series  upon  our
     liquidation or the distribution of our assets;

o    if the shares are  convertible,  the price or rates of conversion at which,
     and the terms and  conditions  on which,  the  shares of the  series may be
     converted into other securities; and

o    whether the series can be exchanged,  at our option,  into debt securities,
     and the terms and conditions of any permitted exchange.

     The  issuance of  preferred  stock,  or the  issuance of rights to purchase
preferred  stock,  could  discourage an  unsolicited  acquisition  proposal.  In
addition,  the rights of holders of common  stock will be subject to, and may be
adversely  affected by, the rights of holders of any preferred stock that we may
issue in the future.

     The following  description  of the preferred  stock sets forth some general
terms and provisions of the preferred stock to which a prospectus supplement may
relate.  The statements below describing the preferred stock are in all respects
subject to and  qualified  in their  entirety  by  reference  to the  applicable
provisions  of  our  articles  of   incorporation,   including  any   applicable
certificates of designation, and our bylaws.

     The  prospectus  supplement  will  describe the  specific  terms as to each
issuance of preferred stock, including:

o    the title of the preferred stock;

o    the number of shares of the preferred stock offered;

o    the voting rights of the holders of the preferred stock offered;

o    the offering price of the preferred stock;

o    the  dividend  rate,  when  dividends  will  be  paid,  or  the  method  of
     determining  the dividend rate if it is based on a formula or not otherwise
     fixed;

o    the date from which dividends on the preferred stock shall accumulate;

o    the provisions for any auctioning or remarketing,  if any, of the preferred
     stock;

o    the provision, if any, for redemption or a sinking fund;

o    the liquidation preference per share;

o    any listing of the preferred stock on a securities exchange;

o    whether the preferred  stock will be  convertible  and, if so, the security
     into which it is  convertible  and the terms and  conditions of conversion,
     including the conversion price or the manner of determining it;

o    whether  interests in the preferred stock will be represented by depositary
     shares as more fully described under "Description of Depositary Shares";

o    a discussion of federal income tax considerations;

o    the relative  ranking and preferences of the preferred stock as to dividend
     and liquidation rights;

o    any  limitations on issuance of any preferred stock ranking senior to or on
     a parity with the series of  preferred  stock being  offered as to dividend
     and liquidation rights;

o    any  limitations  on direct or  beneficial  ownership and  restrictions  on
     transfer; and

o    any other specific terms, preferences,  rights, limitations or restrictions
     of the preferred stock.

     As  described  under  "Description  of  Depositary  Shares," we may, at our
option, elect to offer depositary shares evidenced by depositary receipts. If we
elect to do this, each depositary  receipt will represent a fractional  interest
in a share of the particular  series of the preferred stock issued and deposited
with a  depositary.  The  applicable  prospectus  supplement  will  specify that
fractional interest.

                                      -15-
<PAGE>

     Rank. Unless our board of directors otherwise  determines and we so specify
in the  applicable  prospectus  supplement,  we expect that the preferred  stock
will, with respect to dividend rights and rights upon  liquidation,  rank senior
to all common stock.

     Dividends.  Holders of  preferred  stock of each series will be entitled to
receive cash and/or  stock  dividends at the rates and on the dates shown in the
applicable prospectus supplement.  Even though the preferred stock may specify a
fixed dividend, our board of directors must declare those dividends and they may
be paid only out of  assets  legally  available  for  payment.  We will pay each
dividend to holders of record as they appear on our stock  transfer books on the
record dates fixed by our board of  directors.  In the case of  preferred  stock
represented by depositary  receipts,  the records of the depositary  referred to
under  "Description  of  Depositary  Shares" will  determine the persons to whom
dividends are payable.

     Under  Pennsylvania  law, no  dividends  may be declared or paid in cash or
property on any share however, if after giving effect thereto,  (1) we would not
be able to pay our debts as they  become due in the usual  course of business or
(2) our total  assets would be less than the sum of our total  liabilities  plus
the amount that would be needed upon the dissolution of Iron Mountain to satisfy
the  preferential   rights,   if  any,  of  the  shareholders   having  superior
preferential rights to the shareholders receiving the distribution.

     Dividends  on  any  series  of  preferred   stock  may  be   cumulative  or
noncumulative,  as provided in the applicable prospectus supplement. We refer to
each  particular  series,  for  ease of  reference,  as the  applicable  series.
Cumulative  dividends  will be  cumulative  from and after the date shown in the
applicable prospectus  supplement.  If our board of directors fails to declare a
dividend on any applicable series that is  noncumulative,  the holders will have
no right to  receive,  and we will have no  obligation  to pay,  a  dividend  in
respect of the  applicable  dividend  period,  whether or not  dividends on that
series are declared payable in the future.

     If the applicable series is entitled to a cumulative  dividend,  we may not
declare, or pay or set aside for payment, any full dividends on any other series
of preferred stock ranking,  as to dividends,  on a parity with or junior to the
applicable series,  unless we declare,  and either pay or set aside for payment,
full cumulative dividends on the applicable series for all past dividend periods
and the then current dividend period.  If the applicable  series does not have a
cumulative  dividend,  we must declare,  and pay or set aside for payment,  full
dividends  for the then current  dividend  period only.  When  dividends are not
paid,  or set aside for  payment,  in full upon any  applicable  series  and the
shares  of any  other  series  ranking  on a  parity  as to  dividends  with the
applicable  series,  we must  declare,  and pay or set  aside for  payment,  all
dividends   upon  the   applicable   series   and  any   other   parity   series
proportionately,  in accordance with accrued and unpaid dividends of the several
series.  For these purposes,  accrued and unpaid dividends do not include unpaid
dividend periods on  noncumulative  preferred stock. No interest will be payable
in respect of any dividend payment that may be in arrears.

     Except  as  provided  in the  immediately  preceding  paragraph,  unless we
declare, and pay or set aside for payment, full cumulative dividends,  including
for the then current period,  on any cumulative  applicable  series,  we may not
declare,  or pay or set aside for payment,  any dividends or other distributions
upon common stock or any other capital  stock  ranking  junior to or on a parity
with the applicable  series as to dividends or upon  liquidation.  The foregoing
restriction  does not apply to dividends or other  distributions  paid in common
stock or other  capital  stock  ranking  junior to the  applicable  series as to
dividends and upon liquidation.

     If the applicable series is noncumulative, we need only declare, and pay or
set  aside  for  payment,  the  dividend  for the then  current  period,  before
declaring  dividends  or  distributions  on  common  stock or  junior  or parity
securities.  In addition,  under the  circumstances  that we could not declare a
dividend, we may not redeem, purchase or otherwise acquire for any consideration
any common stock or other parity or junior capital stock, except upon conversion
into or  exchange  for  common  stock or other  junior  capital  stock.  We may,
however, make purchases and redemptions otherwise prohibited pursuant to certain
redemptions  or pro rata  offers  to  purchase  the  outstanding  shares  of the
applicable series and any other parity series of preferred stock.

     We will credit any  dividend  payment  made on an  applicable  series first
against the earliest accrued but unpaid dividend due with respect to the series.

     Redemption.  We may have the right or may be required to redeem one or more
series of preferred  stock,  as a whole or in part, in each case upon the

                                      -16-
<PAGE>

terms,  if any,  and at the  times  and at the  redemption  prices  shown in the
applicable prospectus supplement.  Pennsylvania law permits us to redeem any and
all classes of our shares and treat the redemption or repurchase like a dividend
by Iron Mountain to or for the benefit of our shareholders,  subject to the same
limitations described above under the caption "--Dividends."

     If a series of preferred stock is subject to mandatory redemption,  we will
specify  in the  applicable  prospectus  supplement  the number of shares we are
required to redeem,  when those redemptions start, the redemption price, and any
other terms and conditions  affecting the redemption.  The redemption price will
include all accrued and unpaid dividends,  except in the case of a noncumulative
preferred  stock. The redemption price may be payable in cash or other property,
as specified in the applicable  prospectus  supplement.  If the redemption price
for  preferred  stock of any series is payable only from the net proceeds of our
issuance of capital stock, the terms of the preferred stock may provide that, if
no capital  stock shall have been issued or to the extent the net proceeds  from
any issuance are insufficient to pay in full the aggregate redemption price then
due, the preferred stock shall  automatically  and mandatorily be converted into
shares of capital  stock  pursuant to  conversion  provisions  specified  in the
applicable prospectus supplement.

     Liquidation Preference.  The applicable prospectus supplement will show the
liquidation   preference  of  the  applicable  series.  Upon  any  voluntary  or
involuntary  liquidation,  before any distribution may be made to the holders of
common stock or any other capital stock ranking  junior in the  distribution  of
assets upon any liquidation to the applicable series, the holders of that series
will be  entitled  to  receive,  out of assets  of ours  legally  available  for
distribution to  shareholders,  liquidating  distributions  in the amount of the
liquidation  preference,  plus an  amount  equal to all  dividends  accrued  and
unpaid.  In the case of a noncumulative  applicable  series,  accrued and unpaid
dividends  include only the then current dividend  period.  After payment of the
full amount of the  liquidating  distributions  to which they are entitled,  the
holders of preferred  stock will have no right or claim to any of our  remaining
assets. If liquidating distributions shall have been made in full to all holders
of preferred stock,  our remaining assets will be distributed  among the holders
of  any  other  capital  stock  ranking  junior  to  the  preferred  stock  upon
liquidation,  according  to  their  rights  and  preferences  and in  each  case
according to their number of shares.

     If, upon any voluntary or involuntary liquidation, our available assets are
insufficient  to  pay  the  amount  of  the  liquidating  distributions  on  all
outstanding shares of an applicable series and the corresponding amounts payable
on all shares of other capital stock ranking on a parity in the  distribution of
assets with that series,  then the holders of that series and all other  equally
ranking  capital stock shall share ratably in the  distribution in proportion to
the full liquidating distributions to which they would otherwise be entitled.

     For these  purposes,  our  consolidation  or merger  with or into any other
corporation  or  other  entity,  or the  sale,  lease  or  conveyance  of all or
substantially all of our property or business,  will not be deemed to constitute
our liquidation.

     Voting  Rights.  Holders  of the  preferred  stock will not have any voting
rights, except as otherwise from time to time required by law or as indicated in
the applicable prospectus supplement.

     As more fully  described under  "Description  of Depositary  Shares," if we
elect to issue Depositary  Shares,  each representing a fraction of a share of a
series,  each holder will, in effect,  be entitled to the fraction of a vote per
Depositary Share.

     Conversion Rights. We will show in the applicable prospectus supplement the
terms and  conditions,  if any,  upon which you may,  or we may  require you to,
convert  shares of any series of preferred  stock into common stock or any other
class or series of capital stock. The terms will include the number of shares of
common  stock or other  securities  into which the shares are  convertible,  the
conversion  price,  or the  manner of  determining  it, the  conversion  period,
provisions as to whether  conversion will be at the option of the holders of the
series or at our option,  the events  requiring an adjustment of the  conversion
price, and provisions  affecting conversion upon the redemption of shares of the
series.

     Our Exchange Rights. We will show in the applicable  prospectus  supplement
the terms and  conditions,  if any,  upon which we can  require  you to exchange
shares of any series of preferred stock for debt  securities.  If an exchange is
required,  you will receive debt securities with a principal amount equal to the
liquidation  preference of the applicable  series of preferred  stock. The other
terms  and  provisions  of

                                      -17-
<PAGE>

the debt  securities  will not be materially less favorable to you than those of
the series of preferred stock being exchanged.

Common Stock

     Voting  Rights.  Holders of common stock are entitled to one vote per share
on each  matter to be  decided  by the  shareholders,  subject  to the rights of
holders of any series of preferred  stock that may be  outstanding  from time to
time. This provision of our bylaws may only be modified by amendment  adopted by
the  shareholders.  There are no  cumulative  voting  rights in the  election of
directors.  Accordingly,  the holders of a majority of common stock  entitled to
vote in any election of directors  may elect all of the  directors  standing for
election.

     Dividend Rights and  Limitations.  Holders of common stock will be entitled
to receive ratably the dividends,  if any, as the board of directors may declare
from time to time out of funds legally available for this purpose.

     Dividends and other  distributions  on common stock are also subject to the
rights of holders of any series of preferred stock that may be outstanding  from
time to time and to the restrictions in our credit agreement and indentures. See
"Certain Indebtedness."

     Liquidation Rights. In the event of liquidation,  dissolution or winding up
of our affairs,  after  payment or provision for payment of all of our debts and
obligations and any preferential distributions to holders of shares of preferred
stock, if any, the holders of the common stock will be entitled to share ratably
in our remaining assets available for distribution.

     Miscellaneous.  All outstanding  shares of common stock are validly issued,
fully  paid and  nonassessable.  Our board of  directors  has the power to issue
shares of  authorized  but unissued  common stock  without  further  shareholder
action.  The issuance of these unissued shares could have the effect of diluting
the earnings per share and book value per share of currently  outstanding shares
of common stock.  The holders of common stock have no preemptive,  subscription,
redemption or conversion rights.

     Reference is made to the applicable  prospectus  supplement relating to the
common  stock  offered  by  that  prospectus   supplement  for  specific  terms,
including:

o    amount and number of shares offered;

o    the initial offering price, if any, and market price; and

o    information with respect to dividends.

     Transfer  Agent and  Registrar.  The transfer  agent and  registrar for our
common stock is  FleetNational Bank,  150 Royall  Street, Canton,  Massachusetts
02021. Its telephone number is (781) 575-2000.

                        DESCRIPTION OF DEPOSITARY SHARES

General

    The description shown below, and in any applicable  prospectus supplement of
certain  provisions of any deposit  agreement and of the  depositary  shares and
depositary  receipts  representing  depositary  shares,  does not  purport to be
complete  and is subject to and  qualified  in its  entirety by reference to the
forms of deposit  agreement and depositary  receipts relating to each applicable
series of preferred  stock.  The deposit  agreement and the depositary  receipts
contain the full legal text of the matters  described in this  section.  We will
file a copy of  those  documents  with  the  SEC at or  before  the  time of the
offering of the  applicable  series of  preferred  stock.  This  summary also is
subject to and qualified by reference to the description of the particular terms
of your series of  depositary  shares  described  in the  applicable  prospectus
supplement.

     We may, at our option,  elect to offer  fractional  interests  in shares of
preferred  stock,  rather than shares of preferred  stock.  If we exercise  this
option, we will appoint a depositary to issue depositary  receipts  representing
those  fractional  interests.  Preferred  stock of each  series  represented  by
depositary  shares will be deposited under a separate deposit  agreement between
us and the  depositary.  The  prospectus  supplement  relating  to a  series  of
depositary  shares will show the name and address of the depositary.  Subject to
the terms of the applicable deposit  agreement,  each owner of depositary shares
will  be  entitled  to all  of the  dividend,  voting,  conversion,  redemption,
liquidation and other rights and preferences of the preferred stock  represented
by those depositary shares.

                                      -18-
<PAGE>

     The  depositary  shares will be evidenced  by  depositary  receipts  issued
pursuant to the  applicable  deposit  agreement.  Upon  surrender of  depositary
receipts  at the  office of the  depositary,  and upon  payment  of the  charges
provided  in and  subject  to the terms of the  deposit  agreement,  a holder of
depositary  shares will be entitled  to receive  the shares of  preferred  stock
underlying the surrendered depositary receipts.

Dividends and Other Distributions

     A depositary  will be required to  distribute  all cash  dividends or other
cash distributions  received in respect of the applicable preferred stock to the
record holders of depositary  receipts  evidencing the related depositary shares
in  proportion  to the  number  of  depositary  receipts  owned by the  holders.
Fractions will be rounded down to the nearest whole cent.

     If the distribution is other than in cash, a depositary will be required to
distribute  property received by it to the record holders of depositary receipts
entitled  thereto,  unless the depositary  determines that it is not feasible to
make the distribution. In that case, the depositary may, with our approval, sell
the property and distribute the net proceeds from the sale to the holders.

     No  distributions  will be made on any  depositary  shares  that  represent
preferred stock converted or exchanged.  The deposit agreement will also contain
provisions  relating to the manner in which any  subscription  or similar rights
offered by us to  holders  of the  preferred  stock  will be made  available  to
holders of depositary  shares.  All  distributions are subject to obligations of
holders to file proofs,  certificates  and other  information and to pay certain
charges and expenses to the depositary.

Withdrawal of Preferred Stock

     You may  receive  the number of whole  shares of your  series of  preferred
stock and any money or other property  represented by those depositary  receipts
after surrendering the depositary  receipts at the corporate trust office of the
depositary.  Partial  shares  of  preferred  stock  will not be  issued.  If the
depositary shares that you surrender exceed the number of depositary shares that
represent  the number of whole shares of  preferred  stock you wish to withdraw,
the  depositary  will deliver to you at the same time a new  depositary  receipt
evidencing the excess number of depositary shares.  Once you have withdrawn your
preferred  stock,  you will not be entitled to re-deposit  that preferred  stock
under the deposit  agreement in order to receive  depositary  shares.  We do not
expect  that there will be any public  trading  market for  withdrawn  shares of
preferred stock.

Redemption of Depositary Shares

     If we redeem a series of the  preferred  stock  underlying  the  depositary
shares,  the depositary  will redeem those shares from the  redemption  proceeds
received by it. The  depositary  will mail notice of redemption not less than 30
and not more than 60 days  before  the date fixed for  redemption  to the record
holders of the depositary  receipts  evidencing  the depositary  shares at their
addresses  appearing  in  the  depositary's  books.  The  redemption  price  per
depositary  share will be equal to the  applicable  fraction  of the  redemption
price per share payable with respect to the series of the preferred  stock.  The
redemption date for depositary  shares will be the same as that of the preferred
stock.  If we  are  redeeming  less  than  all  of the  depositary  shares,  the
depositary  will select the depositary  shares for redemption by lot or pro rata
as the depositary may determine.

     After the date  fixed for  redemption,  the  depositary  shares  called for
redemption  will no longer be deemed  outstanding.  All rights of the holders of
the  depositary  shares and the related  depositary  receipts will cease at that
time,  except  the right to  receive  the money or other  property  to which the
holders of depositary shares were entitled upon redemption. Receipt of the money
or other  property is subject to surrender to the  depositary of the  depositary
receipts evidencing the redeemed depositary shares.

Voting of the Preferred Stock

     Upon  receipt  of  notice  of any  meeting  at  which  the  holders  of the
applicable  preferred  stock are entitled to vote, a depositary will be required
to mail the information contained in the notice of meeting to the record holders
of the applicable depositary receipts. Each record holder of depositary receipts
on the  record  date,  which  will be the same date as the  record  date for the
preferred stock,  will be entitled to instruct the depositary as to the exercise
of the voting rights  pertaining to the amount of preferred stock represented by
the holder's  depositary shares. The depositary will try, as practical,  to vote
the shares as you instruct. We will agree to take all reasonable action that the
depositary  deems  necessary  in  order  to  enable  it to do so.  If you do not
instruct the

                                      -19-
<PAGE>

depositary  how to vote your  shares,  the  depositary  will abstain from voting
those shares.

Liquidation Preference

     Upon our  liquidation,  whether  voluntary or  involuntary,  each holder of
depositary shares will be entitled to the fraction of the liquidation preference
accorded each share of preferred stock represented by the depositary  shares, as
shown in the applicable prospectus supplement.

Conversion or Exchange of Preferred Stock

     The  depositary   shares  will  not  themselves  be  convertible   into  or
exchangeable for common stock, preferred stock or any of our other securities or
property. Nevertheless, if so specified in the applicable prospectus supplement,
the  depositary  receipts  may be  surrendered  by  holders  to  the  applicable
depositary with written instructions to it to instruct us to cause conversion of
the preferred  stock  represented by the  depositary  shares.  Similarly,  if so
specified  in  the  applicable  prospectus  supplement,  we may  require  you to
surrender all of your depositary receipts to the applicable  depositary upon our
requiring  the exchange of the preferred  stock  represented  by the  depositary
shares  into our debt  securities.  We will  agree  that,  upon  receipt  of the
instruction  and any  amounts  payable  in  connection  with the  conversion  or
exchange,  we will cause the conversion or exchange using the same procedures as
those  provided  for  delivery of preferred  stock to effect the  conversion  or
exchange.  If you are  converting  only a part  of the  depositary  shares,  the
depositary  will  issue  you  a  new  depositary  receipt  for  any  unconverted
depositary shares.

Taxation

     As owner of depositary  shares, you will be treated for U.S. federal income
tax  purposes  as if  you  were  an  owner  of the  series  of  preferred  stock
represented by the depositary  shares.  Therefore,  you will be required to take
into account for U.S. federal income tax purposes income and deductions to which
you would be entitled if you were a holder of the underlying series of preferred
stock. In addition:

o    no gain or loss will be  recognized  for U.S.  federal  income tax purposes
     upon the withdrawal of preferred stock in exchange for depositary shares as
     provided in the deposit agreement;

o    the tax basis of each share of preferred  stock issued to you as exchanging
     owner  of  depositary  shares  will,  upon  exchange,  be the  same  as the
     aggregate tax basis of the  depositary  shares  exchanged for the preferred
     stock; and

o    if you held the  depositary  shares as a  capital  asset at the time of the
     exchange  for  preferred  stock,  the  holding  period  for  shares  of the
     preferred  stock  will  include  the  period  during  which  you  owned the
     depositary shares.

Amendment and Termination of a Deposit Agreement

     We and the  applicable  depositary are permitted to amend the provisions of
the depositary  receipts and the deposit agreement.  However,  the holders of at
least a majority  of the  applicable  depositary  shares then  outstanding  must
approve any  amendment  that adds or increases  fees or charges or prejudices an
important right of holders. Every holder of an outstanding depositary receipt at
the time any  amendment  becomes  effective,  by continuing to hold the receipt,
will be bound by the applicable deposit agreement as amended.

     Any deposit  agreement  may be terminated by us upon not less than 30 days'
prior written notice to the  applicable  depositary if a majority of each series
of preferred stock affected by the termination consents to the termination. When
that occurs,  the  depositary  will be required to deliver or make  available to
each holder of depositary  receipts,  upon surrender of the depositary  receipts
held by the holder,  the number of whole or fractional shares of preferred stock
as are  represented  by  the  depositary  shares  evidenced  by  the  depositary
receipts,  together with any other property held by the depositary  with respect
to the depositary receipts.  In addition, a deposit agreement will automatically
terminate  if:

o    all depositary shares outstanding under it shall have been redeemed;

o    there  shall  have been a final  distribution  in  respect  of the  related
     preferred stock in connection  with our  liquidation  and the  distribution
     shall have been made to the holders of depositary  receipts  evidencing the
     depositary shares underlying the preferred stock; or

o    each of the shares of related  preferred stock shall have been converted or
     exchanged into securities not represented by depositary shares.

                                      -20-
<PAGE>
Charges of a Depositary

     We will pay all transfer and other taxes and  governmental  charges arising
solely from the existence of a deposit agreement.  In addition,  we will pay the
fees and expenses of a depositary in connection  with the initial deposit of the
preferred  stock and any  redemption  of preferred  stock.  However,  holders of
depositary receipts will pay any transfer or other governmental  charges and the
fees and  expenses  of a  depositary  for any duties the  holders  request to be
performed  that are outside of those  expressly  provided for in the  applicable
deposit agreement.

Resignation and Removal of Depositary

     A  depositary  may  resign  at any time by  delivering  to us notice of its
election  to do so. In  addition,  we may at any time remove a  depositary.  Any
resignation  or removal will take effect when we appoint a successor  depositary
and it accepts the appointment. We must appoint a successor depositary within 60
days after delivery of the notice of resignation or removal.  A depositary  must
be a bank or trust company having its principal office in the United States that
has a combined capital and surplus of at least $50 million.

Miscellaneous

     A depositary will be required to forward to holders of depositary  receipts
any reports and  communications  from us that are received by it with respect to
the related preferred stock.

     Neither  a  depositary  nor we will be liable  if it is  prevented  from or
delayed in performing its  obligations  under a deposit  agreement by law or any
circumstances  beyond its control.  Our  obligations and those of the depositary
under a deposit  agreement  will be limited to  performing  their duties in good
faith and without  gross  negligence or willful  misconduct.  Neither we nor any
depositary  will be obligated to  prosecute  or defend any legal  proceeding  in
respect of any depositary receipts, depositary shares or related preferred stock
unless  satisfactory  indemnity is  furnished.  We and each  depositary  will be
permitted to rely on written  advice of counsel or  accountants,  on information
provided  by  persons  presenting  preferred  stock for  deposit,  by holders of
depositary receipts,  or by other persons believed in good faith to be competent
to give the information,  and on documents  believed in good faith to be genuine
and signed by a proper party.

     If a depositary receives conflicting claims,  requests or instructions from
any holders of depositary receipts,  on the one hand, and us, on the other hand,
the depositary shall be entitled to act on the claims,  requests or instructions
received from us.

                             DESCRIPTION OF WARRANTS

     We  may  issue,  together  with  any  other  securities  being  offered  or
separately,  warrants entitling the holder to purchase from or sell to us, or to
receive  from  us the  cash  value  of the  right  to  purchase  or  sell,  debt
securities, preferred stock, depositary shares or common stock. We and a warrant
agent will enter a warrant  agreement  pursuant  to which the  warrants  will be
issued.  The warrant agent will act solely as our agent in  connection  with the
warrants and will not assume any obligation or  relationship  of agency or trust
for or with any holders or beneficial owners of warrants. We will file a copy of
the warrants and the warrant agreement with the SEC at or before the time of the
offering of the applicable series of warrants.

     In  the  case  of  each  series  of  warrants,  the  applicable  prospectus
supplement will describe the terms of the warrants being offered thereby.  These
include the following, if applicable:

o    the offering price;

o    the number of warrants offered;

o    the securities underlying the warrants;

o    the exercise  price,  the  procedures  for exercise of the warrants and the
     circumstances,  if any,  that will deem the  warrants  to be  automatically
     exercised;

o    the date on which the warrants will expire;

o    federal income tax consequences;

o    the rights, if any, we have to redeem the warrant;

o    the name of the warrant agent; and

o    the other terms of the warrants.

     Warrants may be exercised at the appropriate office of the warrant agent or
any other office indicated in the applicable prospectus  supplement.  Before the
exercise of warrants,  holders will not have

                                      -21-
<PAGE>

any of the rights of holders of the  securities  purchasable  upon  exercise and
will not be entitled to payments made to holders of those securities.

     The warrant  agreements may be amended or supplemented  without the consent
of the holders of the  warrants to which it applies to effect  changes  that are
not  inconsistent  with the provisions of the warrants and that do not adversely
affect the interests of the holders of the warrants. However, any amendment that
materially  and adversely  alters the rights of the holders of warrants will not
be  effective  unless  the  holders  of at least a  majority  of the  applicable
warrants then outstanding approve the amendment.  Every holder of an outstanding
warrant at the time any amendment becomes  effective,  by continuing to hold the
warrant,  will be bound by the  applicable  warrant  agreement  as amended.  The
prospectus  supplement applicable to a particular series of warrants may provide
that certain provisions of the warrants, including the securities for which they
may be  exercisable,  the exercise  price,  and the expiration  date, may not be
altered without the consent of the holder of each warrant.

DESCRIPTION  OF CERTAIN  PROVISIONS  OF  PENNSYLVANIA  LAW AND OUR  ARTICLES  OF
INCORPORATION AND BYLAWS

     Pennsylvania law, our articles of incorporation and our bylaws contain some
provisions  that could  delay or make more  difficult  the  acquisition  of Iron
Mountain  by  means of a tender  offer,  a proxy  contest  or  otherwise.  These
provisions,  as described  below,  are expected to  discourage  certain types of
coercive  takeover  practices  and  inadequate  takeover  bids and to  encourage
persons  seeking to acquire control of Iron Mountain first to negotiate with us.
We believe that the benefits of increased protection of our ability to negotiate
with the  proponent  of an  unfriendly  or  unsolicited  proposal  to acquire or
restructure  Iron  Mountain  outweigh the  disadvantages  of  discouraging  such
proposals  because,  among  other  things,  negotiations  with  respect  to such
proposals could result in an improvement of their terms.

Pennsylvania Anti-Takeover Statutory Provisions

     We are subject to the anti-takeover provisions of Section 2538 and Sections
2551-2556 of the Pennsylvania  Business Corporation Law of 1988, as amended (the
"PBCL"),  which in certain cases impose restrictions on, including providing for
supermajority  shareholder  approval of,  business  combinations  involving Iron
Mountain and any "interested  shareholder."  "Interested  shareholder"  includes
generally,  in the case of  Section  2538,  shareholders  who are a party to the
business  combination or who are treated  differently  from other  shareholders,
and, in the case of Sections 2551-2556,  shareholders beneficially owning 20% or
more of the voting power of a "registered"  corporation,  such as Iron Mountain,
or an affiliate or associate of such  corporation  which,  during the prior five
year  period,  beneficially  owned  20% or  more  of the  voting  power  of such
corporation.  The term  "business  combination"  is  broadly  defined to include
various transactions  including mergers,  consolidations,  asset sales and other
similar  transactions.  The PBCL  provides for further  statutory  anti-takeover
provisions  relating to control  transactions,  control-share  acquisitions  and
disgorgement,  respectively.  We have specifically opted out of these provisions
pursuant to our articles of incorporation.

     The  PBCL  also  provides  that  the  directors  of a  corporation,  making
decisions concerning takeovers or any other matters, may consider, to the extent
that they deem appropriate,  among other things, (1) the effects of any proposed
transaction upon any or all groups affected by the transaction, including, among
others, shareholders, employees, suppliers, customers, creditors and communities
in which we have offices,  (2) the  short-term  and  long-term  interests of the
corporation  and (3) the  resources,  intent and  conduct of the person  seeking
control.

Classified Board of Directors.

     Our bylaws  provide that,  other than directors to be elected by holders of
any series of preferred stock, our board of directors is to be composed of three
classes,  with staggered  three-year  terms, each class to be as nearly equal in
number  as  reasonably  possible.   Accordingly,   at  each  annual  meeting  of
shareholders, only approximately one-third of the directors will be elected. The
classification of directors has the effect of making it more difficult to change
the composition of the board of directors.

     Our bylaws  provide that a vacancy on the board of  directors,  including a
vacancy  created by an  increase  in the size of the board of  directors  by the
directors,  may be filled by a majority of the remaining directors, or by a sole
remaining director, or by the shareholders,  and each person so elected shall be
a  director  to serve for the  balance  of the  unexpired  term of that class of
directors.  These provisions are to ensure that a third party would be precluded
from removing  incumbent  directors and

                                      -22-
<PAGE>

simultaneously  gaining  control  of the  board  of  directors  by  filling  the
vacancies with its own nominees.

     Certain other provisions of our articles of incorporation  and bylaws could
also have the effect of  preventing  or  delaying  any change in control of Iron
Mountain, including:

o    the advance notification procedures imposed on shareholders for shareholder
     nominations  of  candidates  for the  board  of  directors  and  for  other
     shareholder business to be conducted at annual or special meetings;

o    the absence of  authority  for  shareholders  to call  special  shareholder
     meetings, except in certain limited circumstances mandated by the PBCL; and

o    the absence of  authority  for  shareholder  action by unanimous or partial
     written consent in lieu of an annual or special meeting.

    These   provisions,   the  classified   board  of  directors  and  statutory
anti-takeover  provisions,  could make it more  difficult  for a third  party to
acquire,  or  discourage a third party from seeking to acquire,  control of Iron
Mountain.

Limitation of Directors' Liability

    As permitted by the PBCL,  the bylaws  provide that a director  shall not be
personally  liable for monetary  damages for any action taken, or any failure to
take any action,  unless the director breaches or fails to perform the duties of
his office  under the PBCL,  and the  breach or  failure to perform  constitutes
self-dealing,  willful  misconduct  or  recklessness.  These  provisions  of the
bylaws,  however,  do not apply to the responsibility or liability of a director
pursuant to any  criminal  statute,  or to the  liability  of a director for the
payment of our taxes  pursuant  to local,  Pennsylvania  or federal  law.  These
provisions offer persons who serve on the board of directors  protection against
awards of monetary damages for negligence in the performance of their duties.

Indemnification of Directors and Officers

     The bylaws also provide that our directors or officers made a party to, or
threatened  to be made a party to, or  otherwise  involved  in, any  proceeding,
because  he or she is or was a  representative  of us or is or was  serving as a
representative of another corporation or any partnership,  joint venture, trust,
employee benefit plan, or other enterprise,  on our behalf, shall be indemnified
and held  harmless by us to the fullest  extent  permitted by  Pennsylvania  law
against all expenses,  liabilities and losses reasonably  incurred by or imposed
upon him or her, in connection with any threatened, pending or completed action,
suit  or  proceeding.  Indemnification  is not  available,  however,  if a court
determines  that the act or failure to act giving rise to the claim  constitutes
willful misconduct or recklessness.

     Pursuant to our bylaws, amending the provisions to reduce the limitation of
director's  liability or limit the right to  indemnification  requires unanimous
vote of the directors or a majority vote of the shareholders.

                              PLAN OF DISTRIBUTION

     We may sell the offered  securities to one or more  underwriters for public
offering and sale by them. We may also sell the offered  securities to investors
directly or through  agents.  We will name any  underwriter or agent involved in
the  offer  and sale of the  offered  securities  in the  applicable  prospectus
supplement.

     The distribution of offered securities may be effected from time to time in
one or more  transactions at a fixed price or varying  prices,  at market prices
prevailing at the time of sale, at prices  related to the market  prices,  or at
negotiated   prices.  In  connection  with  the  sale  of  offered   securities,
underwriters  or agents may receive or be deemed to have  received  compensation
from us or from purchasers in the form of underwriting discounts, concessions or
commissions. Underwriters may sell offered securities to or through dealers, and
dealers  may  receive  compensation  in the form of  discounts,  concessions  or
commissions from the underwriters or from purchasers.

     We will show any  underwriting  compensation  paid by us to underwriters or
agents in connection with the offering of offered securities, and any discounts,
concessions or commissions allowed by underwriters to participating  dealers, in
the  applicable  prospectus   supplement.   Underwriters,   dealers  and  agents
participating in the distribution of the offered  securities may be deemed to be
underwriters.  Any discounts,  concessions and commissions  received by them and
any profit realized by them on resale of the offered securities may be deemed to
be underwriting

                                      -23-
<PAGE>

discounts  and  commissions,  under  the  Securities  Act of 1933,  as  amended.
Underwriters,  dealers and agents may be entitled, under agreements entered into
with us, to  indemnification  against  and  contribution  toward  certain  civil
liabilities, including liabilities under the Securities Act of 1933, as amended.

     If so indicated in the applicable prospectus supplement,  we will authorize
underwriters  or other persons acting as our agents to solicit offers by certain
institutions to purchase offered securities from us at the public offering price
shown in the applicable  prospectus  supplement  pursuant to contracts providing
for payment  and  delivery  on a future  date or dates.  Institutions  with whom
contracts may be made include commercial and savings banks, insurance companies,
pension funds,  investment companies,  educational and charitable  institutions,
and other  institutions.  We are required to approve any such  contracts and the
institutions that may become parties to them. Any such contracts will be subject
to the condition that the purchase by an  institution of the offered  securities
will  not,  at  the  time  of  delivery,  be  prohibited  under  the  law of any
jurisdiction  in the United  States to which the  institution  is subject.  If a
portion of the offered  securities is being sold to  underwriters,  the contract
may also be subject to the condition that we will have sold to the  underwriters
the offered  securities not sold for delayed delivery.  The underwriters and the
other  persons  will not have any  responsibility  in respect of the validity or
performance of the contracts.

     We may sell our common stock  directly to investors  through a direct stock
purchase  plan or stock  investment  plan that we may  establish  in the future,
rather than through an underwriter, agent or dealer. There would be no brokerage
commissions or service charges allocated to plan participants in connection with
their  purchases of newly issued or treasury  shares of common stock through the
plan.  We would  pay any and all  brokerage  commissions  and  related  expenses
incurred in connection  with purchases of our common stock under the plan.  Upon
withdrawal  by a  participant  from the plan by the sale of shares of our common
stock held under the plan,  the  participant  would receive the proceeds of that
sale less a nominal  brokerage  commission and any required tax  withholdings or
transfer taxes.

     Persons who acquire shares of common stock through the plan and resell them
shortly after  acquiring  them,  including  coverage of short  positions,  under
certain  circumstances,  could be  participating in a distribution of securities
that would require  compliance with  Regulation M under the Securities  Exchange
Act of 1934, as amended,  and could be considered to be underwriters  within the
meaning of the  Securities  Act of 1933, as amended.  We would not extend to any
such  person  any  rights or  privileges  other  than those to which it would be
entitled as a  participant,  nor would we enter into any agreement with any such
person  regarding the resale or distribution by any such person of the shares of
our  common  stock  so  purchased.  We have  not  made  and  will  not  make any
arrangements or understandings with any person relating to the sale of shares of
our common stock to be received under such a plan.

     Unless  otherwise  specified  in the related  prospectus  supplement,  each
series of offered  securities,  other than shares of common stock, will be a new
issue  with no  established  trading  market.  Any  shares of common  stock sold
pursuant  to a  prospectus  supplement  will be  listed  on the New  York  Stock
Exchange, subject to official notice of issuance. We may elect to list any other
series or class of offered  securities on an exchange or on the Nasdaq  National
Market,  but  are not  obligated  to do so.  Any  underwriters  to whom  offered
securities  are sold by us for  public  offering  and sale may make a market  in
those offered securities. Underwriters will not be obligated to make any market,
however,  and may discontinue  any market making at any time without notice.  No
assurance  can be given as to the  liquidity  of or the trading  markets for any
offered securities.

     Certain of the underwriters and their affiliates may engage in transactions
with and perform  services for us in the  ordinary  course of business for which
they receive compensation.

     The  specific  terms and manner of sale of the offered  securities  will be
shown or summarized in the applicable prospectus supplement.

                       VALIDITY OF THE OFFERED SECURITIES

     Sullivan  &  Worcester  LLP,  Boston,  Massachusetts,  will  pass  upon the
validity of the  offered  securities  for us. Jas.  Murray Howe is of counsel to
Sullivan & Worcester LLP and beneficially owns 20,000 shares of common stock.

                                     EXPERTS

     The  consolidated  financial  statements of Iron Mountain  Incorporated,  a
Delaware corporation (referred to below as "Old Iron Mountain"), and its

                                      -24-
<PAGE>
subsidiaries  for the three years ended December 31, 1999, and its  supplemental
schedule,   Valuation  and  Qualifying  Accounts,   included  in  Iron  Mountain
Incorporated's,  a Pennsylvania  corporation (f/k/a Pierce Leahy Corp.),  Annual
Report on Form 10-K for the year ended December 31, 1999,  dated March 30, 2000,
have been audited by Arthur Andersen LLP,  independent  public  accountants,  as
indicated  in their  reports  with  respect  thereto,  and are  incorporated  by
reference  herein in  reliance  upon the  authority  of said firm as  experts in
giving said reports.

     The  consolidated  financial  statements of Iron Mountain  Incorporated,  a
Pennsylvania  corporation  (f/k/a Pierce Leahy Corp.),  and its subsidiaries for
the  three  years  ended  December  31,  1999,  and its  supplemental  schedule,
Valuation and  Qualifying  Accounts,  included in its Annual Report on Form 10-K
for the year ended December 31, 1999, dated March 30, 2000, have been audited by
Arthur  Andersen  LLP,  independent  public  accountants,  as indicated in their
reports with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the authority of said firm as experts in giving said reports.

     The financial  statements of Iron Mountain Europe Limited (f/k/a  Britannia
Data Management  Limited) for the ten months ended October 31, 1999, included in
Iron  Mountain  Incorporated's  Annual  Report on Form  10-K for the year  ended
December 31, 1999, dated March 30, 2000, have been audited by RSM Robson Rhodes,
chartered  accountants,  as indicated in their report with respect thereto,  and
are incorporated by reference herein in reliance upon the authority of said firm
as experts in giving said report.

     The  financial  statements  of Data Base,  Inc. and Affiliate for the three
years ended December 31, 1998, included in Old Iron Mountain's Current Report on
Form 8-K dated April 16, 1999, have been audited by Moss Adams LLP,  independent
public accountants,  as indicated in their report with respect thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

     The financial  statements of First American Records Management Inc. for the
two years ended  December  31,  1998,  included in Old Iron  Mountain's  Current
Report on Form 8-K dated July 9, 1999, have been audited by Brach, Neal, Daney &
Spence,  LLP,  independent  public accountants as indicated in their report with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

     The  consolidated  financial  statements  of MAP,  S.A.  for the year ended
February 28, 1999,  included in Old Iron  Mountain's  Current Report on Form 8-K
dated  July  9,  1999,  have  been  audited  by  Barbier  Frinault  &  Associes,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.

     The financial  statements of Central File, Inc. for the year ended December
31,  1998,  included  in Old Iron  Mountain's  Current  Report on Form 8-K dated
November 24, 1999,  have been audited by Fernandez & Bravo,  independent  public
accountants,  as  indicated  in  their  report  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

     The combined audited financial  statements of Sistemas de Archivo,  S.A. de
C.V.  and Sistemas de Archivo  Mexico,  S.A. de C.V.  (collectively  Sistemas de
Archivo) for the year ended December 31, 1998,  included in Old Iron  Mountain's
Current Report on Form 8-K dated November 24, 1999,  have been audited by Arthur
Andersen,  independent  public  accountants,  as  indicated in their report with
respect  thereto,  and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.

     The financial  statements of Stortext (Holdings) Limited Group for the year
ended March 31, 1999, included in Old Iron Mountain's Current Report on Form 8-K
dated November 24, 1999 have been audited by Arthur Andersen, independent public
accountants,  as  indicated  in  their  report  with  respect  thereto,  and are
incorporated by reference  herein in reliance upon the authority of said firm as
experts in giving said report.

     The financial  statements of Midtown  Professional Records Centre, Inc. for
the year ended December 31, 1998, included in Old Iron Mountain's Current Report
on Form 8-K dated November 24, 1999,  have been audited by Arthur  Andersen LLP,
independent  public  accountants,  as  indicated  in their  report with  respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said report.

                                      -25-
<PAGE>
     The financial  statements of Data Storage  Center,  Inc. as of December 31,
1998  and  1999,  and  for the  years  then  ended,  included  in Iron  Mountain
Incorporated's  Current Report on Form 8-K dated May 15, 2000, have been audited
by Deloitte & Touche LLP, independent auditors, as stated in their report, which
is incorporated  herein by reference,  and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and current reports,  proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information  on file at the SEC's  public  reference  room at 450 Fifth  Street,
N.W.,  Washington,  D.C.  20549.  You can request copies of those documents upon
payment  of a  duplicating  fee to the SEC.  You may  also  review a copy of the
registration  statement at the SEC's regional  offices in Chicago,  Illinois and
New  York,  New  York.  Please  call  the  SEC  at  1-800-SEC-0330  for  further
information on the operation of the public  reference  rooms. You can review our
SEC filings and the registration  statement by accessing the SEC's Internet site
at http://www.sec.gov.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The SEC allows us to  "incorporate  by reference"  the  information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
considered  to be  part  of  this  prospectus.  Statements  in  this  prospectus
regarding  the contents of any  contract or other  document may not be complete.
You  should  refer to the copy of the  contract  or other  document  filed as an
exhibit to the registration statement. Later information filed with the SEC will
update and supersede  information we have included or  incorporated by reference
in this prospectus.

     We incorporate by reference the documents listed below and any filings made
after the date of the  original  filing of the  registration  statement of which
this  prospectus is a part made with the SEC under Section 13(a),  13(c),  14 or
15(d) of the Securities  Exchange Act of 1934 until our offering is completed or
terminated:

     The following  documents  filed by us under File No. 1-13045 under the name
"Pierce Leahy Corp." through February 1, 2000 and "Iron Mountain  Incorporated,"
a Pennsylvania corporation, after February 1, 2000:

o    Annual Report on Form 10-K for the fiscal year ended December 31, 1999.

o    Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and
     September 30, 2000.

o    Current  Reports on Form 8-K filed  February 1, 2000,  May 4, 2000, May 15,
     2000, August 15, 2000 and November 14, 2000.

o    The description of the common stock contained in the Registration Statement
     on Form 8-A dated May 27, 1997,  including all amendments and reports filed
     for the purpose of updating such description.

     The financial information contained in Current Reports on Form 8-K filed by
Old Iron Mountain  under File No.  0-27584 for documents  filed through July 31,
1999 and File No.  1-14937 for all  documents  filed  thereafter  under the name
"Iron Mountain  Incorporated," a Delaware corporation,  on March 22, 1999, April
16, 1999, July 9, 1999 and November 24, 1999.

     We will provide you with a copy of the information we have  incorporated by
reference,  excluding exhibits other than those to which we specifically  refer.
You may obtain this  information at no cost by writing or telephoning us at: 745
Atlantic  Avenue,  Boston,  Massachusetts  02111,  (617)  535-4766,   Attention:
Investor Relations.

                                      -26-
<PAGE>
                                     PART II

                   INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

    Set forth below is an estimate (except in the case of the registration  fee)
of the  amount  of fees and  expenses  to be  incurred  in  connection  with the
issuance and distribution of the offered shares  registered  hereby,  other than
underwriting  discounts and commission,  if any, incurred in connection with the
sale of the offered  shares.  All such  amounts  will be borne by Iron  Mountain
Incorporated ("Iron Mountain" or the "Company").


    Registration Fee Under Securities Act.................       $125,000
    Blue Sky Fees and Expenses............................         10,000
    Legal Fees and Expenses...............................        300,000
    Accounting Fees and Expenses..........................        300,000
    Printing and Engraving................................        100,000
    Rating Agencies Fees..................................        100,000
    Miscellaneous Fees and Expenses.......................        100,000
                                                               ----------
         Total:...........................................     $1,035,000
                                                               ==========

Item 15. Indemnification of Directors and Officers

     Subchapter D (Sections 1741 through 1750) of Chapter 17 of the Pennsylvania
Business  Corporation Law of 1988, as amended (the "PBCL"),  contains provisions
for mandatory and discretionary  indemnification  of a corporation's  directors,
officers,  employees  and agents  (collectively  "Representatives")  and related
matters.

     Under Section 1741, subject to certain  limitations,  a corporation has the
power to indemnify directors,  officers and other  Representatives under certain
prescribed   circumstances   against  expenses   (including   attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection  with a  threatened,  pending or completed  action or  proceeding,
whether civil, criminal,  administrative or investigative,  to which any of them
is  a  party  or  threatened  to  be  made  party  by  reason  of  his  being  a
Representative  of the  corporation or serving at the request of the corporation
as a Representative of another corporation, partnership, joint venture, trust or
other  enterprise,  if he acted in good  faith  and in a  manner  he  reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding,  had no reasonable cause to believe his
conduct was unlawful.  The  termination of any action or proceeding by judgment,
order or  settlement  or  conviction  upon a plea of nolo  contendere  shall not
itself create a presumption  that the  Representative  did not act in good faith
and in a manner he  reasonably  believes  to be in, or not  opposed to, the best
interests of the corporation,  and with respect to any criminal proceeding,  has
reasonable cause to believe that his conduct was unlawful.

     Section 1742 provides for  indemnification  with respect to derivative  and
corporate   actions   similar  to  that  provided  by  Section  1741.   However,
indemnification  is not  provided  under  Section  1742 in respect of any claim,
issue or matter as to which a  Representative  has been adjudged to be liable to
the corporation  unless and only to the extent that the proper court  determines
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the  case,  a  Representative  is fairly  and  reasonably
entitled to indemnity for the expenses that the court deems proper.

     Section 1743 provides that  indemnification  against expenses  actually and
reasonably  incurred is mandatory to the extent that a  Representative  has been
successful  on the  merits  or  otherwise  in  defense  of any  such  action  or
proceeding referred to in Section 1741 or 1742.

     Section 1744 provides that unless ordered by a court,  any  indemnification
under Section 1741 or 1742 shall be made by the corporation as authorized in the
specific case upon a determination  that  indemnification of a Representative is
proper because the  Representative met the applicable  standard of conduct,  and
such  determination will be made by the board of directors by a majority vote of
a quorum of directors  not parties to the action or  proceeding;  if a quorum is
not  obtainable  or is  obtainable  and majority of  disinterested  directors so
directs,  by  independent  legal  counsel  in  a  written  opinion;  or  by  the
shareholders.

     Section  1745  provides  that  expenses  incurred  by a  Representative  in
defending any action or proceeding  referred to in Subchapter D of Chapter 17 of
the PBCL may be paid by the corporation in advance of the final disposition of

                                      II-1
<PAGE>

such action or proceeding upon receipt of any undertaking by or on behalf of the
Representative to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the corporation.

     Section 1746 provides  generally that,  except in any case where the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court   to  have   constituted   willful   misconduct   or   recklessness,   the
indemnification  and advancement of expenses provided by Subchapter D of Chapter
17 of the PBCL  shall not be  deemed  exclusive  of any other  rights to which a
Representative  seeking  indemnification  or  advancement  of  expenses  may  be
entitled  under any bylaw,  agreement,  vote of  shareholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding that office.

     Section  1747  grants a  corporation  the power to  purchase  and  maintain
insurance on behalf of any Representative  against any liability incurred by him
in his capacity as a  Representative,  whether or not the corporation would have
the power to indemnify him against that liability under  Subchapter D of Chapter
17 of the PBCL.

     Section 1748 and 1749 apply the indemnification and advancement of expenses
provisions  contained  in  Subchapter  D of Chapter 17 of the PBCL to  successor
corporations resulting from consolidation,  merger or division and to service as
a representative of a corporation with respect to an employee benefit plan.

     Section 7.2 of the Company's bylaws provides  indemnification  to directors
and officers  for all actions  taken by them and for all failures to take action
to the fullest  extent  permitted  by  Pennsylvania  law  against  all  expense,
liability and loss  reasonably  incurred or suffered by them in connection  with
any  threatened,  pending or completed  action,  suit or proceeding  (including,
without  limitation,  an action,  suit or  proceeding  by or in the right of the
Company),  whether civil,  criminal,  administrative,  investigative  or through
arbitration.  Section 7.2 also  permits the  Company,  by action of its board of
directors, to indemnify officers, employees and other persons to the same extent
as directors.  Amendments,  repeals or  modifications of Section 7.2 can only be
prospective  and such changes require the unanimous vote of all of the directors
then  serving  or the  affirmative  vote of the  holders  of a  majority  of the
outstanding  shares of stock of the  Company  entitled to vote in  elections  of
directors. Section 7.2 further permits the Company to maintain insurance, at its
expense,  for the benefit of any person on behalf of whom insurance is permitted
to be  purchased by  Pennsylvania  law against any such  expenses,  liability or
loss,  whether or not the Company would have the power to indemnify  such person
against such expense, liability or loss under Pennsylvania or other law.

     Pursuant to a certain employment agreement, dated February 1, 2000, between
Iron Mountain (f/k/a Pierce Leahy Corp.) and J. Peter Pierce, a director of Iron
Mountain,  Mr. Pierce received specific  indemnification  rights. In addition to
those rights he holds generally as a director pursuant to our bylaws, Mr. Pierce
is  entitled  (i) to obtain an advance  of all costs and  expenses  incurred  in
connection with any proceeding giving rise to a potential  indemnification claim
within  twenty  (20) days of  receipt  by Iron  Mountain  of a request  for such
amounts. and (ii) to indemnification if in fact he meets the applicable standard
of  conduct,  without  regard to any  determination  by Iron  Mountain  (whether
through the board, the  shareholders,  independent legal counsel or other party)
regarding  such  conduct.  Mr.  Pierce's  written  consent,  which  may  not  be
unreasonably   withheld,  is  required  before  Iron  Mountain  may  settle  any
proceeding or claim which would impose any penalty or limitation on Mr. Pierce.

     Reference is made to the Underwriting  Agreements (Exhibits 1.1 through 1.5
hereto),  which  may  contain  certain  provisions  for  indemnification  by the
underwriters of the Company,  directors,  officers and controlling persons under
certain circumstances.

Item 16. Exhibits

     Certain exhibits indicated below are incorporated by reference to documents
of Iron  Mountain  on file with the  Securities  and  Exchange  Commission  (the
"Commission").  Exhibit  numbers in parentheses  refer to the exhibit numbers in
the applicable filing.

<TABLE>
<CAPTION>

 Exhibit No.                                         Item                                               Exhibit
 -----------                                         ----                                               -------
    <S>       <C>                                                                                        <C>

     1.1       Form of Underwriting Agreement (for Debt Securities).                                       *

     1.2       Form of Underwriting Agreement (for Preferred Stock).                                       *

                                     II-2
<PAGE>

     1.3       Form of Underwriting Agreement (for Depositary Shares).                                     *

     1.4       Form of Underwriting Agreement (for Common Stock).                                          *

     1.5       Form of Underwriting Agreement (for Warrants).                                              *

     2.1       Asset Purchase and Sale Agreement, dated February 18, 2000, by and among Iron            (2.1)3
               Mountain Records Management, Inc. ("IMRM"), Data Storage Center, Inc., DSC of
               Florida, Inc., DSC of Massachusetts, Inc., and Suddath Van Lines, Inc.

     2.2       Amendment No. 1 to Asset Purchase and Sale Agreement, dated May 1, 2000, by and          (2.1)7
               among IMRM, Data Storage Center, Inc., DSC of Florida, Inc., DSC of
               Massachusetts, Inc., Suddath Van Lines, Inc. and Suddath Family Trust U/A
               11/8/79.

     2.3       Agreement  and Plan of Merger,  dated as of October 20, 1999,  by and between Old        (2.1)5
               Iron Mountain and Pierce Leahy.

     2.4       Stock Purchase Agreement, dated as of April 1, 1999, by and among IMRM, First            (2.2)2
               American Records Management, Inc. and all of the stockholders of First American
               Records Management, Inc. (confidential treatment granted as to certain portions).

     2.5       Stock Purchase Agreement, dated as of February 28, 1999, by and among Old Iron           (2.10)1
               Mountain, Data Base, Inc. ("Data Base") and all of the stockholders of Data
               Base. (confidential treatment granted as to certain portions).

     2.6       First Amendment to Stock Purchase Agreement, dated as of April 8, 1999, by and           (10.1)2
               among Old Iron Mountain, Data Base and all of the stockholders of Data Base.

     2.7       Share Purchase Agreement, dated February 26, 1999, among Charles Greaves                (10.14)4
               Stuart-Menteth and Others, Pierce Leahy Europe Limited and Eagle Trustees
               Limited, as the Sole Trustee of the Stuart-Menteth Family Trust.

     4.1       Form of Senior Indenture.                                                                   *

     4.2       Form of Subordinated Indenture.                                                             *

     4.3       Form of stock certificate representing shares of Common Stock, $.01 par value            (4.1)6
               per share, of the Company.

     4.4       Form of Senior Debt Security.                                                             *

     4.5       Form of Subordinated Debt Security.                                                       *

     4.6       Form of Certificate of Designation for the Preferred Stock.                               *

     4.7       Form of Deposit Agreement, including form of Depositary Receipt for                       *
               Depositary Shares.

     4.8       Form of Preferred Stock Certificate.                                                      *

     4.9       Form of Debt Warrant Agreement, including form of Debt Warrant.                           *

    4.10       Form of Preferred Stock Warrant Agreement, including form of Preferred Stock              *
               Warrant.

    4.11       Form of Common Stock Warrant Agreement, including form of Common Stock                    *
               Warrant.

                                      II-3
<PAGE>

     5.1       Opinion of Sullivan & Worcester LLP.                                              Filed herewith as
                                                                                                    Exhibit 5.1

     5.2       Opinion of Ballard Spahr Andrews & Ingersoll.                                     Filed herewith as
                                                                                                    Exhibit 5.2

      8        Opinion of Sullivan & Worcester LLP regarding tax matters.                                *

     12        Statement Regarding Computation of Ratios of Earnings to Fixed Charges.           Filed herewith as
                                                                                                     Exhibit 12

    23.1       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Delaware).            Filed herewith as
                                                                                                    Exhibit 23.1

    23.2       Consent of Arthur Andersen LLP (Iron Mountain Incorporated, Pennsylvania).        Filed herewith as
                                                                                                    Exhibit 23.2

    23.3       Consent of RSM Robson Rhodes (Iron Mountain Europe Limited (f/k/a Britannia       Filed herewith as
               Data Management Limited)).                                                           Exhibit 23.3

    23.4       Consent of Moss Adams LLP (Data Base, Inc. and Affiliate).                        Filed herewith as
                                                                                                    Exhibit 23.4

    23.5       Consent of Brach, Neal, Daney & Spence, LLP (First American Records               Filed herewith as
               Management Inc.).                                                                    Exhibit 23.5

    23.6       Consent of Barbier, Frinault & Associes (MAP, S.A.).                              Filed herewith as
                                                                                                    Exhibit 23.6

    23.7       Consent of Fernandez & Bravo (Central File, Inc.).                                Filed herewith as
                                                                                                    Exhibit 23.7

    23.8       Consent of Arthur Andersen (Sistemas de Archivo, S.A. de C.V. and Sistemas de     Filed herewith as
               Archivo Mexico, S.A. de C.V.).                                                       Exhibit 23.8

    23.9       Consent of Arthur Andersen (Stortext (Holdings) Limited Group).                   Filed herewith as
                                                                                                    Exhibit 23.9

    23.10      Consent of Arthur Andersen LLP (Midtown Professional Records Center, Inc.).       Filed herewith as
                                                                                                   Exhibit 23.10
    23.11      Consent of Deloitte & Touche LLP (Data Storage Center, Inc.).                     Filed herewith as
                                                                                                   Exhibit 23.11

     24        Powers of Attorney                                                                Contained on Pages
                                                                                                   II-7 and II-10
                                                                                                of the Registration
                                                                                                     Statement

     25        Statement of Eligibility of Trustee on Form T-1                                           *
-------------
<FN>
*    To be filed by  amendment  or  incorporated  by  reference  in  connection  with the  offering of offered
     securities, as appropriate.

1.   Filed as an Exhibit to Old Iron  Mountain's  Annual  Report on Form 10-K for the year ended  December 31,
     1998, filed with the Commission, File No. 0-27584.
2.   Filed as an Exhibit to Old Iron  Mountain's  Current Report on Form 8-K dated April 16, 1999,  filed with
     the Commission, File No. 0-27584.
3.   Filed as an Exhibit to Old Iron Mountain's Annual Report on Form 10-K for the year ended December 31,
         1999, filed with the Commission, File No. 1-13045.

                                                     II-4
<PAGE>

4.   Filed as an Annex or Exhibit to Amendment No. 1 to Pierce Leahy's  Registration  Statement No. 333-91577,
     filed with the Commission on December 13, 1999.
5.   Filed as an Exhibit to Old Iron Mountain's  Quarterly Report on Form 10-Q for the quarter ended September
     30, 1999, filed with the Commission, File No. 1-14937.
6.   Filed as an Exhibit to the Company's  Current Report on Form 8-K dated  February 1, 2000,  filed with the
     Commission, File No. 1-13045.
7.   Filed as an Exhibit to the Company's  Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
     filed with the Commission, File No. 1-13045.
</FN>
</TABLE>

Item 17.          Undertakings

(a)  The undersigned registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   this   registration   statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission  pursuant to Rule 424(b) under the Securities
               Act of 1933 if, in the aggregate, the changes in volume and price
               represent  no  more  than a 20  percent  change  in  the  maximum
               aggregate  offering  price  set  forth  in  the  "Calculation  of
               Registration Fee" table in the effective registration  statement;
               and

          (iii)To include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  registration
               statement  or any  material  change to such  information  in this
               registration statement;

     provided, however, that subparagraphs (a)(1)(i) and (a)(1)(ii) do not apply
     if the information required to be included in a post-effective amendment by
     those  paragraphs  is  contained  in the  periodic  reports  filed  with or
     furnished to the  Securities  and  Exchange  Commission  by the  registrant
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in this registration statement.

     (2)  That for the purpose of determining any liability under the Securities
          Act of 1933, each such post-effective  amendment shall be deemed to be
          a new  registration  statement  relating  to  the  securities  offered
          herein,  and the  offering  of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The undersigned registrant hereby further undertakes that, for the purposes
     of determining  any liability under the Securities Act of 1933, each filing
     of the  registrant's  annual  report  pursuant to Section  13(a) or Section
     15(d) of the Securities Exchange of 1934 (and where applicable, each filing
     of an employee  benefit  plan's annual report  pursuant to Section 15(d) of
     the Securities  Exchange Act of 1934) that is  incorporated by reference in
     this  registration  statement  shall  be  deemed  to be a new  registration
     statement  relating to the securities  offered herein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the registrant  pursuant to the provisions  described under Item 15 of this
     registration statement, or otherwise,  the registrant has been advised that
     in  the  opinion  of  the   Securities   and   Exchange   Commission   such
     indemnification  is against  public policy as expressed in such Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in

                                      II-5
<PAGE>

     connection  with the securities  being  registered,  the  registrant  will,
     unless in the  opinion  of its  counsel  the  matter  has been  settled  by
     controlling  precedent,  submit to a court of appropriate  jurisdiction the
     question  whether such  indemnification  by it is against  public policy as
     expressed  in such Act and will be  governed by the final  adjudication  of
     such issue.

(d)  The undersigned registrant hereby undertakes that:

     (1)  For purposes of determining  any liability under the Securities Act of
          1933,  the  information  omitted from the form of prospectus  filed as
          part of this  Registration  Statement  in reliance  upon Rule 430A and
          contained  in a form of  prospectus  filed by the Company  pursuant to
          Rule  424(b)(1)  or (4) or 497(h)  under the  Securities  Act shall be
          deemed to be part of this Registration Statement as of the time it was
          declared effective;

     (2)  For purposes of determining  any liability under the Securities Act of
          1933, each post-effective amendment that contains a form of prospectus
          shall be deemed to be a new  registration  statement  relating  to the
          securities  offered  therein,  and the offering of such  securities at
          that  time  shall be  deemed  to be the  initial  bona  fide  offering
          thereof.

(e)  The undersigned registrant hereby undertakes to file an application for the
     purpose of determining  the  eligibility  of each Indenture  Trustee to act
     under  subsection  (a)  of  Section  310  of  the  Trust  Indenture  Act in
     accordance  with the rules and  regulations  prescribed  by the  Commission
     under Section 305(b)(2) of the Trust Indenture Act.


                                      II-6
<PAGE>
                                   SIGNATURES

    Pursuant to the  requirements  of the  Securities  Act of 1933,  the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on January,
19, 2001.

                                  IRON MOUNTAIN INCORPORATED


                                  By:    /s/ C. Richard Reese
                                         C. Richard Reese
                                         Chairman of the Board of Directors,
                                         Chief Executive Officer and President

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement on Form S-3 has been signed below by the following
persons in the capacities and on the dates indicated.  The undersigned  officers
and directors of the Company hereby severally  constitute and appoint C. Richard
Reese and John F.  Kenny,  Jr.,  and each of them  acting  singly,  our true and
lawful  attorneys  to sign for us and in our names in the  capacities  indicated
below any amendments to this  Registration  Statement on Form S-3 (including any
post-effective  amendments  hereto) and to file the same, with Exhibits  thereto
and other documents in connection therewith, with the Commission,  granting unto
each of said  attorneys,  acting  singly,  full  power and  authority  to do and
perform  each and every act and thing  requisite  or necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person,  hereby ratifying and confirming our signatures to said amendments to
this Registration  Statement signed by our said attorneys and all else that said
attorneys may lawfully do and cause to be done by virtue hereof.



  Signature                             Title                          Date
  ---------                             -----                          ----

/s/ C. Richard Reese      Chairman, Chief Executive Officer,   January, 19, 2001
C. Richard Reese          President and Director


/s/ John F. Kenny, Jr.    Executive Vice President, Chief      January, 19, 2001
John F. Kenny, Jr.        Financial Officer and Director


/s/ J. Peter Pierce       Director                             January, 19, 2001
J. Peter Pierce


/s/ Clarke H. Bailey      Director                             January, 19, 2001
Clarke H. Bailey


/s/ Constantin R. Boden   Director                             January, 19, 2001
Constantin R. Boden


/s/ Kent P. Dauten        Director                             January, 19, 2001
Kent P. Dauten


/s/ Eugene B. Doggett     Director                             January, 19, 2001
Eugene B. Doggett


/s/ B. Thomas Golisano    Director                             January, 19, 2001
B. Thomas Golisano


                                      II-7
<PAGE>

_____________________     Director                             January, 19, 2001
Arthur D. Little


/s/ Howard D. Ross        Director                             January, 19, 2001
Howard D. Ross


/s/ Vincent J. Ryan       Director                             January, 19, 2001
Vincent J. Ryan


/s/ Jean A. Bua           Vice President and                   January, 19, 2001
Jean A. Bua               Corporate Controller



                                      II-8
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933,  Arcus Data
Security,  Inc, Arcus Data Security,  LLC,  COMAC,  Inc., DSI Technology  Escrow
Services, Inc., IM Billerica, Inc., Iron Mountain Consulting Services, LLC, Iron
Mountain  Global,  Inc., Iron Mountain  Global,  LLC, Iron Mountain of Maryland,
LLC, Iron  Mountain/National  Underground  Storage,  LLC, Iron Mountain  Records
Management,  Inc., Iron Mountain Records  Management of Michigan,  Inc. and Iron
Mountain  Secure  Destruction  LLC,  have each  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Boston,  Commonwealth of Massachusetts,  on January,
19, 2001.


                                   CUS DATA SECURITY, INC.
                                   MAC, INC.
                                   I TECHNOLOGY ESCROW SERVICES, INC.
                                    BILLERICA, INC.
                                   ON MOUNTAIN GLOBAL, INC.
                                   ON MOUNTAIN RECORDS MANAGEMENT, INC.
                                   ON MOUNTAIN RECORDS MANAGEMENT OF
                                      MICHIGAN, INC.


                                   By:    /s/ C. Richard Reese
                                   Name:  C. Richard Reese
                                   Title:    Sole Director

                                   ARCUS DATA SECURITY, LLC
                                   IRON MOUNTAIN CONSULTING SERVICES, LLC
                                   IRON MOUNTAIN OF MARYLAND, LLC
                                   IRON MOUNTAIN/NATIONAL UNDERGROUND
                                        STORAGE, LLC
                                   IRON MOUNTAIN SECURE DESTRUCTION LLC

                                   By:  Iron Mountain Records Management, Inc.
                                           Its Manager

                                   By:    /s/ C. Richard Reese
                                   Name:  C. Richard Reese
                                   Title:    Sole Director



                                   IRON MOUNTAIN GLOBAL, LLC

                                   By:  Iron Mountain Global, Inc.,
                                           Its Manager

                                   By     /s/ C. Richard Reese
                                   Name:  C. Richard Reese
                                   Title:    Sole Director


                                      II-9
<PAGE>



     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement  on Form  S-3 has  been  signed  below  on  January,  19,  2001 by the
following persons in the capacities and on the dates indicated;  and each of the
undersigned officers or directors or managers of Arcus Data Security, Inc, Arcus
Data  Security,  LLC,  COMAC,  Inc., DSI Technology  Escrow  Services,  Inc., IM
Billerica,  Inc., Iron Mountain Consulting Services,  LLC, Iron Mountain Global,
Inc.,  Iron  Mountain  Global,  LLC,  Iron  Mountain  of  Maryland,   LLC,  Iron
Mountain/National  Underground  Storage,  LLC, Iron Mountain Records Management,
Inc.,  Iron  Mountain  Records  Management  of Michigan,  Inc. and Iron Mountain
Secure  Destruction  LLC, hereby  severally  constitutes and appoints C. Richard
Reese and John F. Kenny, Jr., and each of them, to sign for him, and in his name
in the capacity indicated below, such Registration  Statement for the purpose of
registering such securities under the Securities Act, and any and all amendments
thereto,   including   without   limitation   any   registration   statement  or
post-effective  amendment  thereof filed under and meeting the  requirements  of
Rule 462(b) under the  Securities  Act,  hereby  ratifying  and  confirming  our
signatures as they may be signed by our attorneys to such Registration Statement
and any and all amendments thereto.

<TABLE>
<CAPTION>


Signature                                          Title                                  Date
---------                                          -----                                  ----
<S>                                        <C>                                      <C>

/s/ C. Richard Reese                        Chairman of the Board of Directors,      January, 19, 2001
C. Richard Reese                            Chief Executive Officer and President


                                            Executive Vice President, Chief
/s/ John F. Kenny, Jr.                      Financial Officer and Director           January, 19, 2001
John F. Kenny, Jr.


/s/ Jean A. Bua                             Vice President and Corporate             January, 19, 2001
Jean A. Bua                                 Controller


Iron Mountain Records Management, Inc.      Manager of Arcus Data Security, LLC,     January, 19, 2001
                                            Iron Mountain Consulting Services,
By:  /s/ C. Richard Reese                   LLC, Iron Mountain of Maryland, LLC,
     Name:  C. Richard Reese                Iron Mountain/National Underground
     Title:    Sole Director                Storage, LLC and Iron Mountain
                                            Secure Destruction LLC

Iron Mountain Global, Inc.                  Manager of Iron Mountain Global, LLC     January 19, 2001

By:  /s/ C. Richard Reese
     Name:  C. Richard Reese
     Title:    Sole Director

</TABLE>


                                     II-10


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