UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(Amendment No. 1)*
Iron Mountain Incorporated
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
46284P 10 4
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|_| Rule 13d-1(c)
|X| Rule 13d-1(d)
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* 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 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Schooner Capital LLC
Vincent J. Ryan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Schooner Capital LLC is organized under the laws of the Commonwealth
of Massachusetts.
Mr. Ryan is a citizen of the U.S.A.
5 SOLE VOTING POWER
NUMBER OF Schooner Capital LLC: 0
SHARES Vincent J. Ryan: 4,167,295
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
Schooner Capital LLC: 0
Vincent J. Ryan: 0
7 SOLE DISPOSITIVE POWER
Schooner Capital LLC: 0
Vincent J. Ryan: 5,169,544
8 SHARED DISPOSITIVE POWER
Schooner Capital LLC: 0
Vincent J. Ryan: 0
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 3 of 8 Pages
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Schooner Capital LLC: 2,864,076 shares1
Vincent J. Ryan: 5,169,544 shares2
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARE
(See Instructions) |_|
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Schooner Capital LLC: 9.7%
Vincent J. Ryan: 17.6%
12 TYPE OF REPORTING PERSON (See Instructions)
Schooner Capital LLC: CO
Vincent J. Ryan: IN
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1 Mr. Ryan is Chairman of the Board and the principal stockholder of
Schooner Capital LLC ("Schooner") and, accordingly, has sole voting and
investment power with respect to the shares of Iron Mountain Incorporated ("Iron
Mountain") Common Stock, $.01 par value ("Iron Mountain Common Stock"), held by
Schooner. Includes 1,002,249 shares of Iron Mountain Common Stock as to which C.
Richard Reese shares beneficial ownership with Schooner as a result of a
deferred compensation arrangement, as amended, between Schooner and Mr. Reese
relating to former services by Mr. Reese as President of Schooner. Pursuant to
such arrangement, upon the earlier to occur of (i) Schooner's sale or exchange
of all or a portion of those 1,002,249 shares, after all other shares of Iron
Mountain Common Stock held by Schooner have been sold or (ii) the cessation of
Mr. Reese's employment with Iron Mountain, Schooner is required to transfer such
shares (or portion thereof) of Iron Mountain Common Stock to Mr. Reese, or remit
to Mr. Reese cash in an amount equal to the then current fair market value of
such shares of Iron Mountain Common Stock. Schooner has agreed to vote the
shares of Iron Mountain Common Stock subject to such arrangement at the
direction of Mr. Reese.
2 Mr. Ryan holds 2,304,549 shares of Iron Mountain 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 arrangement with Mr. Reese described in footnote 1. above.
Includes 919 shares that Mr. Ryan has the right to acquire pursuant to currently
exercisable options or options becoming exercisable within 60 days of the date
of this Schedule 13G. Does not include 2,264 shares subject to options not yet
exercisable. All numbers in this Schedule 13G are adjusted to give effect to a 3
for 2 split of Iron Mountain Common Stock that occurred in July 1998.
<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 LLC
Vincent J. Ryan
Item 2(b). Address of Principal Business Office or, if none, Residence:
Schooner Capital LLC, 745 Atlantic Avenue, Boston, MA 02111
Vincent J. Ryan, c/o Schooner Capital LLC, 745 Atlantic Avenue,
Boston, MA 02111
Item 2(c). Citizenship:
Schooner Capital LLC: Massachusetts
Vincent J. Ryan: U.S.A.
Item 2(d). Title of Class of Securities:
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)
or (c), check whether the filing person is a:
(a) / / Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) / / Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with 13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with
13d-1(b)(1)(ii)(G);
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SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 5 of 8 Pages
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box. |_|
Item 4. Ownership.
(a) Amount beneficially owned:
Schooner Capital LLC: 2,864,076 shares3
Vincent J. Ryan: 5,169,544 shares4
(b) Percent of class:
Schooner Capital LLC: 9.7%
Vincent J. Ryan: 17.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
Schooner Capital LLC: 0
Vincent J. Ryan: 4,167,295
(ii) Shared power to vote or direct the vote:
Schooner Capital LLC: 0
Vincent J. Ryan: 0
(iii) Sole power to dispose or to direct the disposition of:
Schooner Capital LLC: 0
Vincent J. Ryan: 5,169,544
(iv) Shared power to dispose or to direct the disposition of:
Schooner Capital LLC: 0
Vincent J. Ryan: 0
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3 See footnote 1, above.
4 See footnote 2, above.
<PAGE>
SCHEDULE 13G
CUSIP No. 46284P 10 4 Page 6 of 8 Pages
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.
C. Richard Reese entered into a deferred compensation agreement, dated as
of December 18, 1995, with Schooner whereby non-qualified stock options to
acquire stock of Schooner pursuant to the Schooner Capital LLC 1988 Stock Option
Plan were replaced with a deferred compensation agreement, to provide Mr. Reese
with deferred compensation of 1,002,249 shares of Iron Mountain Common Stock.
Pursuant to such agreement, upon the earlier to occur of (i) Schooner's sale or
exchange of all or a portion of those 1,002,249 shares, after all other shares
of Iron Mountain Common Stock held by Schooner have been sold or (ii) the
cessation of Mr. Reese's employment with Iron Mountain, Schooner is required to
transfer such shares (or portion thereof) of Iron Mountain Common Stock to Mr.
Reese, or remit to Mr. Reese cash in an amount equal to the then current fair
market value of such shares of Iron Mountain 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 Common Stock. Mr. Reese
has no rights as a stockholder with respect to such shares until the date of any
issuance of stock certificates to him 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 Common Stock subject to such arrangements at the
direction of Mr. Reese.
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 not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that 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.
February 8, 1999
(Date)
/s/ Vincent J. Ryan
(Signature)
Vincent J. Ryan
(Name/Title)
Schooner Capital LLC
By: /s/ Stephen Maiocco
(Signature)
Stephen Maiocco, Chief Financial Officer
(Name/Title)
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. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
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(k)(1) under the Securities Exchange Act of 1934, as
amended, 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, and
that the foregoing Schedule 13G is filed on behalf of each of the undersigned.
Dated: February 8, 1999
Schooner Capital LLC
By: /s/ Stephen Maiocco
Stephen Maiocco
Chief Financial Officer
/s/ Vincent J. Ryan
Vincent J. Ryan
