UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
PIERCE LEAHY CORP.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
720722107
(CUSIP Number)
Mr. Thomas W. Smith
323 Railroad Avenue
Greenwich, CT 06830
(203) 661-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
January 16, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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 the
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>
CUSIP No. 720722107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas W. Smith
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 (Funds of Managed Accounts)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
--------------------------------------------------------
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,005,400
--------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
--------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,005,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,005,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.10%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
CUSIP No. 720722107
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas N. Tryforos
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 (Funds of Managed Accounts)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF
---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,005,400
---------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
---------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,005,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,005,400
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.10%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $.01 par value
(the "Common Stock") of Pierce Leahy Corp., a Pennsylvania corporation whose
principal executive offices are located at 631 Park Avenue, King of Prussia, PA
19406
Item 2. Identity and Background.
(a) - (f) This statement is filed jointly by Thomas W. Smith
and Thomas N. Tryforos (the "Reporting persons"), each of whom is a private
investment manager with a business address at 323 Railroad Avenue, Greenwich, CT
06830. The filing of this statement shall not be deemed to be an admission that
the Reporting Persons comprise a "group" within the meaning of Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended. During the last five years,
neither of the Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) nor has either of the
Reporting persons been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Each
of the Reporting Persons is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
An aggregate of $20,986,174.80 of the funds of the Managed Accounts (as
hereinafter defined) were used to purchase the shares reported herein.
Item 4. Purpose of Transaction.
As set forth in Item 5, each of Mr. Smith and Mr. Tryforos beneficially
owns 1,005,400 shares of Common Stock in his capacity as investment manager for
certain managed accounts (the "Managed Accounts"). The Managed Accounts consist
of three private investment limited partnerships of which each of the Reporting
Persons is a general partner and an employee profit-sharing plan of a
corporation of which Mr. Smith is the sole stockholder (for which the two
Reporting Persons are trustees). Each of the Reporting Persons has acquired
beneficial ownership of the Managed Accounts' Shares for the purpose of
achieving the investment policies of the Managed Accounts. Depending upon market
conditions, evaluation of alternative investments, and such other factors as he
may consider relevant, each of the Reporting Persons may purchase or sell shares
of Common Stock for the Managed Accounts or other managed accounts or for his
own account if appropriate opportunities to do so are available, on such terms
and at such times as such Reporting Person considers desirable. Subject to the
foregoing, neither of the Reporting Persons has any present plans or proposals
which relate to or would result in any of the actions or events enumerated in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage (based upon information included in
the Form 10-Q filed by the issuer for the quarter ended September 30, 1997 that
16,477,728 shares of Common Stock were outstanding as of November 7, 1997) of
shares of Common Stock beneficially owned by each of the Reporting Persons is as
follows: Mr. Smith -- 1,005,400 shares (6.10%); Mr. Tryforos -- 1,005,400 shares
(6.10%). All of such shares are held in the Managed Accounts.
(b) Each of the Reporting Persons has shared power to vote or to direct the
vote and shared power to dispose or to direct the disposition of 1,005,400
shares of Common Stock.
(c) During the 60 days preceding the date hereof, the Reporting Persons
purchased an aggregate of 1,005,400 shares of Common Stock on behalf of the
Managed Accounts in open market transactions on the New York Stock Exchange as
follows:
Number of Shares
Date of Purchase Purchased Price Per Share
- ---------------- ------------------ ---------------
12/11/97 138,600 $16.306
12/12/97 41,400 18.165
12/15/97 20,000 18.445
12/16/97 10,000 18.375
12/18/97 6,200 19.952
12/19/97 36,800 20.000
12/22/97 11,500 19.977
12/23/97 54,300 19.998
12/24/97 35,000 20.000
12/26/97 34,000 20.000
12/29/97 54,000 19.999
1/2/98 86,000 20.456
1/5/98 36,900 21.280
1/6/98 30,000 21.432
1/9/98 32,000 22.367
1/13/98 167,000 23.420
1/15/98 17,400 23.500
1/16/98 83,300 23.438
1/20/98 34,000 23.323
1/21/98 17,500 23.143
1/22/98 35,000 23.000
1/23/98 24,500 22.750
(d) The Managed Accounts have the right to receive dividends from, and the
proceeds form the sale of, the Managed Accounts' Shares.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as otherwise set forth in this statement, there are no contracts,
arrangements, understandings or relationships between any of the Reporting
Persons and any other person with respect to any securities of the issuer,
including any contract, arrangement, understanding or relationship concerning
the transfer or the voting of any securities of the issuer, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
1. Agreement relating to the joint filing of Statement on Schedule 13D
dated January 26, 1998 as required by Rule 13d-1(f).
<PAGE>
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.
Date: January 26, 1998
/s/ Thomas W. Smith
-------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
-------------------------
Thomas N. Tryforos
<PAGE>
Exhibit Index
Sequentially
Document Numbered Page
- -------- -------------
1) Agreement relating to the joint 10
filing of Statement on Schedule
13D dated January 26, 1998 as
required by Rule 13d-1(f).
<PAGE>
Exhibit 1
Joint Filing Agreement
The undersigned agree that the foregoing Statement on Schedule
13D, dated January 26 1998, is being filed with the Securities and Exchange
Commission on behalf of each of the undersigned pursuant to Rule 13d-1(f).
Dated: January 26 1998
/s/ Thomas W. Smith
------------------------
Thomas W. Smith
/s/ Thomas N. Tryforos
------------------------
Thomas N. Tryforos
