As filed with the Securities and Exchange Commission on September 26, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IRON MOUNTAIN INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 4226 04-3107342
(State of (Primary Standard Industrial (IRS Employer
incorporation) Classification Code Number) Identification No.)
745 ATLANTIC AVENUE, BOSTON, MA 02111
(617) 357-4455
(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, MA 02111
(617) 357-4455
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
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Copies to:
WILLIAM J. CURRY ROBERT A. ZUCCARO
SULLIVAN & WORCESTER LLP JONES, DAY, REAVIS & POGUE
One Post Office Square 599 Lexington Avenue
Boston, MA 02109 New York, NY 10022
(617) 338-2800 (212) 326-3939
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement. 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, 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. [x] Registration No.
333-10359
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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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of Each Class of Amount to Proposed Maximum Proposed Maximum
Securities be Offering Aggregate Aggregate Amount of
to be Registered Registered Price Per Security (1) Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
% Senior Subordinated
Notes due 2006 $15,000,000 100% $15,000,000 $5,173
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Guarantees of the % Senior
Subordinated Notes due 2006 $15,000,000 (2) (2) (2)
==============================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(a) under the Securities Act of
1933.
(2) Pursuant to Rule 457(n), no separate registration fee is required as no
additional consideration is being paid for Guarantees.
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<PAGE>
EXPLANATORY STATEMENT
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. The contents of Registration Statement No.
333-10359 are hereby incorporated by reference, including, without
limitation, Exhibit 25 thereto.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Iron
Mountain Incorporated 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 September 26, 1996.
IRON MOUNTAIN INCORPORATED
By: /s/ David S. Wendell
--------------------------
Name: David S. Wendell
Title: President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-1 relating to Iron Mountain Incorporated's
Senior Subordinated Notes and the guarantees thereof has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------- ----------------------------------- --------------------
<S> <C> <C>
* Chairman of the Board of September 26, 1996
- ---------------------------- Directors and Chief Executive
C. Richard Reese Officer
* President, Chief Operating September 26, 1996
- ---------------------------- Officer and Director
David S. Wendell
* Executive Vice President, Chief September 26, 1996
- ---------------------------- Financial Officer and Director
Eugene B. Doggett
* September 26, 1996
- ---------------------------- Director
Constantin R. Boden
* September 26, 1996
- ---------------------------- Director
Arthur D. Little
* September 26, 1996
- ---------------------------- Director
Vincent J. Ryan, Jr.
* Vice President and Corporate September 26, 1996
- ---------------------------- Controller
Jean A. Bua
*By: /s/ David S. Wendell
---------------------
David S. Wendell
Attorney-in-Fact
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Iron
Mountain Records Management, Inc., Metro Business Archives, Inc., Criterion
Atlantic Property, Inc., Criterion Property, Inc., Hollywood Property, Inc., IM
San Diego, Inc., Iron Mountain Information Partners, Inc., Iron Mountain Data
Protection Services, Inc., Iron Mountain Records Management of Maryland, Inc.,
Iron Mountain Records Management of Ohio, Inc., Iron Mountain Wilmington, Inc.,
Data Storage Systems, Inc., Iron Mountain Records Management of Missouri LLC,
Iron Mountain Records Management of Boston, Inc., and Data Archive Services,
Inc. 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 September 26, 1996.
IRON MOUNTAIN RECORDS MANAGEMENT, INC.
METRO BUSINESS ARCHIVES, INC.
CRITERION ATLANTIC PROPERTY, INC.
CRITERION PROPERTY, INC.
HOLLYWOOD PROPERTY, INC.
IM SAN DIEGO, INC.
IRON MOUNTAIN INFORMATION PARTNERS, INC.
IRON MOUNTAIN DATA PROTECTION
SERVICES, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF
MARYLAND, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF
OHIO, INC.
IRON MOUNTAIN WILMINGTON, INC.
DATA STORAGE SYSTEMS, INC.
IRON MOUNTAIN RECORDS MANAGEMENT OF
MISSOURI LLC
IRON MOUNTAIN RECORDS MANAGEMENT OF
BOSTON, INC.
DATA ARCHIVE SERVICES, INC.
By: /s/ David S. Wendell
------------------------------
Name: David S. Wendell
Title:President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement on Form S-1 relating to Iron Mountain Incorporated's
Senior Subordinated Notes and the guarantees thereof has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------- ----------------------------------- --------------------
<S> <C> <C>
* Chairman of the Board and Director, September 26, 1996
- --------------------- and Chief Executive Officer
C. Richard Reese
* Executive Vice President and Chief September 26, 1996
- --------------------- Financial Officer, and Manager of
Eugene B. Doggett Iron Mountain Records Management
of Missouri, LLC
* Vice President and Corporate September 26, 1996
- --------------------- Controller
Jean A. Bua
*By: /s/ David S. Wendell
--------------------
David S. Wendell
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.
<S> <C> <C>
5 Opinion of Sullivan & Worcester LLP Filed herewith as Exhibit 5
23.1 Consent of Sullivan & Worcester LLP Contained in Exhibit 5 filed herewith
23.2 Consent of Arthur Andersen LLP Filed herewith as Exhibit 23.2
23.3 Consent of Wolpoff & Company, LLP Filed herewith as Exhibit 23.3
23.4 Consent of Morrison and Smith Filed herewith as Exhibit 23.4
23.5 Consent of Geo. S. Olive & Co. LLC Filed herewith as Exhibit 23.5
23.6 Consent of Robert F. Gayton, CPA Filed herewith as Exhibit 23.6
23.7 Consent of Perless, Roth, Jonas & Filed herewith as Exhibit 23.7
Hartney, CPAs, PA
23.8 Consent of Rothstein, Kass & Company, Filed herewith as Exhibit 23.8
P.C.
24 Powers of Attorney Previously filed as an exhibit as part of Registration
Statement No. 333-10359 and incorporated herein by
reference
25 Form T-1 stating the eligibility and Previously filed as an exhibit as part of Registration
qualification of First Bank National Statement No. 333-10359 and incorporated herein by
Association to act as Trustee under reference
the Indenture
</TABLE>
EXHIBIT 5
September 26, 1996
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Re: Registration Statement on Form S-1
$165,000,000 of Senior Subordinated Notes due 2006
Ladies and Gentlemen:
The following opinion is furnished to you in connection with the registration
pursuant to a registration statement on Form S-1 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), by Iron
Mountain Incorporated, a Delaware corporation (the "Company"), of $165,000,000
of Senior Subordinated Notes due 2006 (the "Notes"), which Notes will initially
be guaranteed (the "Guarantees") by each of the Company's direct and indirect
wholly owned subsidiaries (collectively, the "Subsidiary Guarantors") and issued
under an indenture relating to the Notes (the "Indenture") by and among the
Company, the Subsidiary Guarantors and First Bank National Association, as
Trustee (the "Trustee"). The Registration Statement incorporates by reference
the registration statement on Form S-1 (File No 333-10359) which we have been
advised has been declared effective by the Securities and Exchange Commission
earlier today (the "Original Registration Statement").
We have acted as counsel to the Company in connection with the preparation of
the Registration Statement and the Original Registration Statement, and we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of corporate records, certificates and statements of officers and
accountants of the Company, of public officials, and such other documents as we
have considered necessary in order to furnish the opinion hereinafter set forth.
We express no opinion herein as to any laws other than the General Corporation
Law of the State of Delaware and the Laws of the Commonwealth of Massachusetts
and the State of New York. Insofar as the opinions herein pertain to matters of
California law relating to Hollywood Property, Inc., a California corporation
and a Subsidiary Guarantor ("HPI"), we have with your consent relied upon the
opinion of Nossaman, Guthner, Knox & Elliott, California counsel to HPI.
<PAGE>
Iron Mountain Incorporated
September 26, 1996
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
Company and the Subsidiary Guarantors have taken all necessary action to approve
the Indenture and the terms of the Notes and Guarantees, and when (i) the
Registration Statement has become effective under the Securities Act, (ii) the
Indenture has been duly executed and delivered by the Company, the Subsidiary
Guarantors and the Trustee and the Notes have been duly executed by the Company
and authenticated by the Trustee and the Guarantees have been duly executed by
the Subsidiary Guarantors in accordance with the provisions of the Indenture,
(iii) the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended, and (iv) the Notes with the Guarantees affixed thereto have been
delivered to the purchasers thereof against payment of the purchase price
therefor as described in the Registration Statement, the Notes and the
Guarantees will be validly issued and binding obligations of the Company and the
Subsidiary Guarantors, respectively, subject in each case to the effect of (a)
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors and the
obligations of debtors generally and (b) the application of general principles
of equity (regardless of whether enforcement is considered in proceedings at law
or in equity).
We express no opinion as to the applicability (and, if applicable, the
effect) of Section 548 of the United States Bankruptcy Code or any comparable
provision of state law to the conclusions expressed above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm made therein under the
caption "Validity of Securities." In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
covering the audited historical financial statements and schedule of Iron
Mountain Incorporated and the audited historical financial statements of Data
Storage Systems, Inc., DKA Industries, Inc. d/b/a Systems Record Storage, Mohawk
Business Record Storage, Inc. and Security Archives Corporation, and to all
references to our Firm included in or made a part of this registration
statement.
Arthur Andersen LLP
Los Angeles, California
San Jose, California
Orlando, Florida
Minneapolis, Minnesota
September 25, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
registration statement.
/s/ Wolpoff & Company, LLP
Baltimore, Maryland
September 25, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
registration statement.
/s/ Morrison and Smith
Tuscaloosa, Alabama
September 25, 1996
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
registration statement.
/s/ Geo. S. Olive & Co. LLC
Indianapolis, Indiana
September 25, 1996
Exhibit 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
registration statement.
/s/ Robert F. Gayton, CPA
Natick, Massachusetts
September 25, 1996
Exhibit 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
registration statement.
/s/ Perless, Roth, Jonas & Hartney, CPAs, PA
Miami, Florida
September 25, 1996
Exhibit 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
registration statement.
/s/ Rothstein, Kass & Company, P.C.
Roseland, New Jersey
September 25, 1996
