UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Iron Mountain Incorporated
(Name of Issuer)
Voting Common Stock, $.01 par value
(Title of Class of Securities)
46284P 10 4
(CUSIP Number)
- --------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Schooner Capital Corporation
Vincent J. Ryan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Schooner Capital Corporation is organized under the laws of the
Commonwealth of Massachusetts.
Mr. Ryan is a citizen of U.S.A.
5 SOLE VOTING POWER
NUMBER OF
SHARES Schooner Capital Corporation: 0
BENEFICIALLY Vincent J. Ryan: 2,748,034
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
Schooner Capital Corporation: 0
Vincent J. Ryan: 0
7 SOLE DISPOSITIVE POWER
Schooner Capital Corporation: 0
Vincent J. Ryan: 3,445,750
8 SHARED DISPOSITIVE POWER
Schooner Capital Corporation: 0
Vincent J. Ryan: 0
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 3 of 8 Pages
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Schooner Capital Corporation: 1,909,384 shares1
Vincent J. Ryan: 3,445,750 shares2
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Schooner Capital Corporation: 19.8%
Vincent J. Ryan: 35.7%
12 TYPE OF REPORTING PERSON*
Schooner Capital Corporation: CO
Vincent J. Ryan: IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- --------
1 Mr. Ryan is Chairman of the Board and the principal stockholder of
Schooner Capital Corporation ("Schooner") and, accordingly, has sole
voting and investment power with respect to the shares of Iron
Mountain Incorporated ("Iron Mountain") Voting Common Stock held by
Schooner. Includes 668,166 and 29,550 shares of Voting Common Stock
as to which C. Richard Reese and Eugene B. Doggett, respectively,
share beneficial ownership with Schooner as a result of 1988 deferred
compensation arrangements, as amended, between Schooner and Mr. Reese
and Schooner and Mr. Doggett, relating to former services by each as
officers of Schooner. Pursuant to such arrangements, upon the earlier
to occur of (i) Schooner's sale or exchange of all or a portion of
those 668,166 or 29,550 shares, after all other shares of Iron
Mountain Voting Common Stock held by Schooner have been sold or (ii)
the cessation of Mr. Reese's or Mr. Doggett's employment with Iron
Mountain, as the case may be, Schooner is required to transfer such
shares (or portion thereof) of Iron Mountain Voting Common Stock to
Mr. Reese or Mr. Doggett, as the case may be, or remit to Mr. Reese
or Mr. Doggett cash in an amount equal to the then current fair
market value of such shares of Iron Mountain Voting Common Stock.
Schooner has agreed to vote the shares of Iron Mountain Voting Common
Stock subject to such arrangements at the direction of Mr.
Reese or Mr. Doggett, as the case may be.
2 Mr. Ryan holds 1,536,366 shares of Iron Mountain Voting Common
Stock. The remaining shares listed as being beneficially owned by Mr.
Ryan are held by Schooner, as to which Mr. Ryan has sole voting power
and investment power as the Chairman of the Board and principal
stockholder of Schooner, subject to the deferred compensation
arrangements with Messrs. Reese and Doggett described in footnote 1,
above.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 4 of 8 Pages
Item 1(a). Name of issuer:
Iron Mountain Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
745 Atlantic Avenue, Boston, Massachusetts 02111
Item 2(a). Name of Person Filing:
Schooner Capital Corporation
Vincent J. Ryan
Item 2(b). Address of Principal Offices or, if None, Residence:
Schooner Capital Corporation, 745 Atlantic Avenue, Boston, MA 02111
Vincent J. Ryan, c/o Schooner Capital Corporation, 745 Atlantic Avenue,
Boston, MA 02111
Item 2(c). Citizenship:
Schooner Capital Corporation: Massachusetts
Vincent J. Ryan: U.S.A.
Item 2(d). Title of Class of Securities:
Voting Common Stock, $.01 par value
Item 2(e). CUSIP Number:
46284P 10 4
Item 3. If the Statement is being filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the filing person is a: Not applicable.
(a) Broker or dealer registered under Section 15 of the Act,
---
(b) Bank as defined in Section 3(a)(6) of the Act,
---
(c) Insurance Company as defined in Section 3(a)(19) of the Act,
---
(d) Investment Company registered under Section 8 of the Investment
--- Company Act,
(e) Investment Adviser registered under Section 203 of the Investment
--- Advisers Act of 1940,
(f) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
--- or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) Parent Holding Company, in accordance with Rule
--- 13d-1(b)(ii)(G); see Item 7,
(h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
---
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 5 of 8 Pages
Item 4. Ownership.
Schooner Capital Corporation:
(a) Amount beneficially owned:
Schooner Capital Corporation: 1,909,384 shares3
Vincent J. Ryan: 3,445,750 shares4
(b) Percent of class:
Schooner Capital Corporation: 19.8%
Vincent J. Ryan: 35.7%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Schooner Capital Corporation: 0
Vincent J. Ryan: 2,748,034
(ii) Shared power to vote or direct the vote:
Schooner Capital Corporation: 0
Vincent J. Ryan: 0
(iiiSole power to dispose or to direct the disposition of:
Schooner Capital Corporation: 0
Vincent J. Ryan: 3,445,750
(iv) Shared power to dispose or to direct the disposition of:
Schooner Capital Corporation: 0
Vincent J. Ryan: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Each of C. Richard Reese and Eugene B. Doggett entered into deferred
compensation agreements, each dated as of December 18, 1995, with Schooner
whereby non-qualified stock options to acquire stock of Schooner pursuant to the
Schooner Capital Corporation 1988 Stock Option Plan were replaced with a
deferred compensation agreement, to provide Messrs. Reese and Schooner with
deferred compensation of 668,166 shares
- --------
3 See footnote 1, above.
4 See footnote 2, above.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 6 of 8 Pages
and 29,550 shares, respectively, of Iron Mountain Voting Common Stock. Pursuant
to such agreements, upon the earlier to occur of (i) Schooner's sale or exchange
of all or a portion of those 668,166 and 29,550 shares, respectively, after all
other shares of Iron Mountain Voting Common Stock held by Schooner have been
sold or (ii) the cessation of Mr. Reese's or Mr. Doggett's respective employment
with Iron Mountain, Schooner is required to transfer such shares (or portion
thereof) of Iron Mountain Voting Common Stock to Mr. Reese or Mr. Doggett, as
the case may be, or remit to Mr. Reese or Mr. Doggett, as the case may be, cash
in an amount equal to the then current fair market value of such shares of Iron
Mountain Voting Common Stock. The number of shares will be adjusted
appropriately to reflect any stock dividend, stock split, or other equity
adjustment with respect to Iron Mountain Voting Common Stock. Messrs. Reese and
Doggett have no rights as stockholders with respect to such shares until the
date of any issuance of stock certificates to them for such shares. No
adjustments will be made for dividends or other rights for which the record date
is prior to the date such stock certificates are issued. However, Schooner has
agreed to vote the shares of Iron Mountain Voting Common Stock subject to such
arrangements at the direction of Mr. Reese or Mr. Doggett, as the case may be.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The following response is provided in lieu of an attached exhibit:
By virtue of Mr. Ryan's having sole voting power and investment power of
Schooner's shares as Chairman of the Board and principal stockholder of
Schooner, Mr. Ryan and Schooner may be deemed under Rule 13d-5(b)(1) to be
acting together for the purpose of holding, voting or disposing of equity
securities of Iron Mountain, and therefore be considered a "group".
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 7 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 4, 1997
SCHOONER CAPITAL CORPORATION
By: /s/ Stephen Maiocco
Stephen Maiocco
Chief Financial Officer
/s/ Vincent J. Ryan
Vincent J. Ryan
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Six copies of this statement, including all exhibits, should be filed with
the Commission.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 8 of 8 Pages
AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required by Schedule 13G (or any amendment thereof) need be filed on their
behalf with respect to the beneficial ownership of any equity securities of Iron
Mountain Incorporated or any subsequent acquisitions or dispositions of equity
securities of Iron Mountain Incorporated by any of the undersigned.
Dated: February 4, 1997
SCHOONER CAPITAL CORPORATION
By: /s/ Stephen Maiocco
Stephen Maiocco
Chief Financial Officer
/s/ Vincent J. Ryan
Vincent J. Ryan
