As filed with the Securities and Exchange Commission on May 1, 2000
Registration No. 333-44185
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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IRON MOUNTAIN INCORPORATED (1)
(Exact name of registrant as specified in its charter)
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Delaware 04-3107342
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Co-Registrants
(See next page)
745 Atlantic Avenue, Boston, Massachusetts 02111
(617) 535-4766
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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C. Richard Reese
Chairman of the Board of Directors
and Chief Executive Officer
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
(617) 535-4766
(Name, address, including zip code, telephone number, including area code,
of agent for service)
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Copy to:
Susan Forest Barrett, Esq.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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Approximate date of commencement of proposed sale to the public: N/A.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following 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. / /
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. / /
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(1) On February 1, 2000, Iron Mountain Incorporated, a Delaware corporation
("Old Iron Mountain"), merged with and into Pierce Leahy Corp., a Pennsylvania
corporation ("Pierce Leahy"). Pierce Leahy survived the merger and immediately
changed its name to "Iron Mountain Incorporated," a Pennsylvania corporation
("New Iron Mountain"). Each of the Co-Registrants was a subsidiary of Old Iron
Mountain at the time of the filing of the Registration Statement. All of such
Co-Registrants that continued to be in existence at the time of the merger of
Old Iron Mountain and Pierce Leahy became subsidiaries of New Iron Mountain.
This Post-Effective Amendment No. 1 is being filed by New Iron Mountain on
behalf of Old Iron Mountain and such Co-Registrants.
<PAGE>
<TABLE>
<CAPTION>
Co-Registrants
Exact name of Co-Registrant State or Other Jurisdiction of
as Specified in its Charter Incorporation or Organization Federal Identification Number
---------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Archives Express, Incorporated * 87-0518423
Arcus Data Security, Inc. Delaware 94-2148675
Arcus, Inc. Delaware 95-4282434
Arcus Staffing Resources, Inc. Delaware 94-3229868
Criterion Atlantic Property, Inc. Delaware 04-3102768
Copyright, Inc. * 36-4106268
Data Securities International, Inc. Delaware 363-994882
HIMSCORP of Cleveland, Inc. Delaware 36-4072100
HIMSCORP of Detroit, Inc. Delaware 36-3994880
HIMSCORP of Houston, Inc. Delaware 36-4072098
HIMSCORP of Los Angeles, Inc. Delaware 36-4027036
HIMSCORP of New Orleans, Inc. Delaware 36-3994882
HIMSCORP of Philadelphia, Inc. Delaware 36-3998771
HIMSCORP of Pittsburgh, Inc. Delaware 36-3994877
HIMSCORP of Portland, Inc. Delaware 91-1826931
HIMSCORP of San Diego, Inc. Delaware 36-4024320
Hollywood Property, Inc. Delaware 95-4284487
IM-3 Acqusition Corp. Delaware 04-3393000
IM-AEI Acquisition Corp. Delaware 33-0486463
IM Billerica, Inc. Massachusetts 04-3373720
IM Earhart, Inc. Delaware 04-3376181
IM San Diego, Inc. Delaware 95-4453815
Iron Mountain Consulting Services, Inc. Delaware 04-3241466
Iron Mountain/Critical Files, Inc. Delaware 59-1715021
Iron Mountain Data Protection Services, Inc. Delaware 06-1402551
Iron Mountain Records Management, Inc. Delaware 04-3038590
Iron Mountain Records Management of Delaware 04-3321756
Boston, Inc.
Iron Mountain Reoords Management of Delaware 04-3332464
Florida, Inc.
Iron Mountain Records Management of Delaware 52-1911465
Maryland, Inc.
Iron Mountain Records Management of Delaware 04-3346223
Michigan, Inc.
Iron Mountain Records Management of Delaware 43-1743847
Missouri, LLC
Iron Mountain Records Management of Ohio, Delaware 31-1419399
Inc.
<PAGE>
<CAPTION>
Exact name of Co-Registrant State or Other Jurisdiction of
as Specified in its Charter Incorporation or Organization Federal Identification Number
---------------------------- ----------------------------- -----------------------------
<S> <C> <C>
Iron Mountain Records Management of San Delaware 04-3376180
Antonio, Inc.
Iron Mountain Records Management of Delaware 04-3377554
Antonio - FP, Inc.
Iron Mountain Records Management of the Delaware 59-1715021
Northwest, Inc.
Iron Mountain/Safesite, Inc. Delaware 04-3071673
Metro Business Archives, Inc. Delaware 13-2687436
RecordKeepers, Inc. * 52-1578272
Record Masters Network Corp. * 38-2993389
Towler Data Services, Inc. * *
TPI Holdings Corp. * *
Wolf Advisory International, Inc. * *
Wolf Advisory International, Ltd. * *
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* Not available.
</TABLE>
<PAGE>
Deregistration of Common Stock
On January 13, 1998, Old Iron Mountain filed a Registration Statement on
Form S-3 (Registration No. 333-44185) for the sale of an aggregate of
$350,000,000 of debt securities, guarantees of such debt securities, shares of
preferred stock, par value $.01 per share, depositary shares representing
preferred stock, shares of common stock, par value $.01 per share, and warrants
of Old Iron Mountain (collectively, the "Offered Securities"). On February 1,
2000, Old Iron Mountain merged with and into Pierce Leahy. Pursuant to Old Iron
Mountain's undertaking in the Registration Statement, this Post-Effective
Amendment No. 1 is being filed by New Iron Mountain on behalf of Old Iron
Mountain to deregister all Offered Securities registered pursuant to the
Registration Statement but remaining unsold as of the date this Post-Effective
Amendment No. 1 is filed.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on May 1, 2000.
IRON MOUNTAIN INCORPORATED
By: /s/ C. Richard Reese
C. Richard Reese
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ C. Richard Reese Chairman, Chief Executive May 1, 2000
C. Richard Reese Officer and Director
President and Director
J. Peter Pierce
/s/ John F. Kenny, Jr. Executive Vice President, Chief May 1, 2000
John F. Kenny, Jr. Financial Officer and Director
* Vice President and Corporate May 1, 2000
Jean A. Bua Controller (principal accounting
officer)
* Director May 1, 2000
Clarke H. Bailey
* Director May 1, 2000
Constantin R. Boden
<PAGE>
* Director May 1, 2000
Kent P. Dauten
* Director May 1, 2000
Eugene B. Doggett
* Director May 1, 2000
B. Thomas Golisano
* Director May 1, 2000
Arthur D. Little
Director
Howard D. Ross
* Director May 1, 2000
Vincent J. Ryan
*By: /s/ C. Richard Reese
C. Richard Reese
Attorney-in-Fact pursuant to Power
of Attorney previously filed as a
part of this Registration Statement
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
Iron Mountain Records Management, Inc., Iron Mountain/Safesite, Inc., Data
Securities International, Inc., IM-3 Acquisition Corp., Metro Business Archives,
Inc., Criterion Atlantic Property, Inc., Iron Mountain/Critical Files, Inc.,
Hollywood Property, Inc., IM San Diego, Inc., Iron Mountain Consulting Services,
Inc., Iron Mountain Data Protection Services, Inc., Iron Mountain Records
Management of Maryland, Inc., Iron Mountain Records Management of Ohio, Inc.,
Iron Mountain Records Management of Missouri, LLC, Iron Mountain Records
Management of Boston, Inc., Iron Mountain Records Management of Florida, Inc.,
Iron Mountain Records Management of Michigan, Inc., Iron Mountain Records
Management of the Northwest, Inc., IM Earhart, Inc., IM Billerica, Inc., Iron
Mountain Records Management of San Antonio, Inc., Iron Mountain Records
Management of San Antonio- FP, Inc., IM-AEI Acquisition Corp., Archives Express,
Inc., HIMSCORP Philadelphia, Inc., RecordKeepers, Inc., HIMSCORP of Pittsburgh,
Inc., HIMSCORP of Cleveland, Inc., HIMSCORP of New Orleans, Inc., HIMSCORP of
Portland, Inc., HIMSCORP of San Diego, Inc., HIMSCORP of Detroit, Inc., HIMSCORP
of Los Angeles, Inc., HIMSCORP of Houston, Inc., Copyright, Inc., Record Masters
Network Corp., Arcus, Inc., Arcus Data Security, Inc., Towler Data Services,
Inc., Arcus Staffing Resources, Inc., Wolf Advisory International, Inc., Wolf
Advisory International, Ltd., and TPI Holdings, Corp. have each duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on May 1, 2000.
IRON MOUNTAIN RECORDS MANAGEMENT, IRON MOUNTAIN RECORDS MANAGEMENT
INC. OF THE NORTHWEST, INC.
IRON MOUNTAIN/SAFESITE, INC. IM EARHART, INC.
DATA SECURITIES INTERNATIONAL, INC. IM BILLERICA, INC.
IM-3 ACQUISITION CORP. IRON MOUNTAIN RECORDS MANAGEMENT
METRO BUSINESS ARCHIVES, INC. OF SAN ANTONIO, INC.
CRITERION ATLANTIC PROPERTY, INC. IRON MOUNTAIN RECORDS MANAGEMENT
IRON MOUNTAIN/CRITICAL FILES, INC. OF SAN ANTONIO - FP, INC.
HOLLYWOOD PROPERTY, INC. IM-AEI ACQUISITION CORP.
IM SAN DIEGO, INC. ARCHIVES EXPRESS, INCORPORATED
IRON MOUNTAIN CONSULTING SERVICES, HIMSCORP OF PHILADELPHIA, INC.
INC. RECORDKEEPERS, INC.
IRON MOUNTAIN DATA PROTECTION HIMSCORP OF PITTSBURGH, INC.
SERVICES, INC. HIMSCORP OF CLEVELAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT HIMSCORP OF NEW ORLEANS, INC.
OF MARYLAND, INC. HIMSCORP OF PORTLAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT HIMSCORP OF SAN DIEGO, INC.
OF OHIO, INC. HIMSCORP OF DETROIT, INC.
IRON MOUNTAIN RECORDS MANAGEMENT HIMSCORP OF LOS ANGELES, INC.
OF BOSTON, INC. HIMSCORP OF HOUSTON, INC.
IRON MOUNTAIN RECORDS MANAGEMENT COPYRIGHT, INC.
OF FLORIDA, INC. RECORD MASTERS NETWORK CORP.
IRON MOUNTAIN RECORDS MANAGEMENT ARCUS STAFFING RESOURCES, INC.
OF MICHIGAN, INC. WOLF ADVISORY INTERNATIONAL, INC.
ARCUS, INC. WOLF ADVISORY INTERNATIONAL, LTD.
ARCUS DATA SECURITY, INC. TPI HOLDINGS, CORP.
TOWLER DATA SERVICES, INC.
By: /s/ C. Richard Reese
Name: C. Richard Reese
Title: Chairman of the Board of
Directors and Chief
Executive Officer
<PAGE>
IRON MOUNTAIN RECORDS MANAGEMENT
OF MISSOURI, LLC
By: Iron Mountain Records Management, Inc.
Its Manager
By: /s/ C. Richard Reese
Name: C. Richard Reese
Title: Chairman of the Board of
Directors and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ C. Richard Reese Chairman, Chief Executive May 1, 2000
C. Richard Reese Officer and Director
* Executive Vice President and May 1, 2000
John F. Kenny, Jr. Chief Financial Officer
* Vice President and Corporate May 1, 2000
Jean A. Bua Controller (principal accounting
officer)
Iron Mountain Records Manager of Iron Mountain May 1, 2000
Management, Inc. Records Management of Missouri,
LLC
By: /s/ C. Richard Reese
C. Richard Reese
Chairman of the Board and
Chief Executive Officer
*By: /s/ C. Richard Reese
C. Richard Reese
Attorney-in-Fact pursuant to Power
of Attorney previously filed as a
part of this Registration Statement
</TABLE>
