-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UGn6VYrdhUklUhClRlLM7yjbBq87Pt8yRplkqrUVnuu28hcGiso6TJjW6bh2SRgd +uk1M3OF3KWddhBwVHK8mg== 0000891092-03-003606.txt : 20031210 0000891092-03-003606.hdr.sgml : 20031210 20031210091212 ACCESSION NUMBER: 0000891092-03-003606 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031209 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRON MOUNTAIN INC/PA CENTRAL INDEX KEY: 0001020569 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC WAREHOUSING & STORAGE [4220] IRS NUMBER: 232588479 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13045 FILM NUMBER: 031045909 BUSINESS ADDRESS: STREET 1: 745 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6175354766 MAIL ADDRESS: STREET 1: 745 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: PIERCE LEAHY CORP DATE OF NAME CHANGE: 19960807 8-K 1 e16415_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2003 IRON MOUNTAIN INCORPORATED (Exact name of registrant as specified in its charter) PENNSYLVANIA (State or other jurisdiction of incorporation) 1-13045 23-2588479 (Commission File Number) (IRS Employer Identification No.) 745 Atlantic Avenue Boston, Massachusetts 02111 (Address of principal executive offices, including zip code) (617) 535-4766 (Registrant's telephone number, including area code) Item 5. Other Events and Regulation FD Disclosure On December 10, 2003, the Company issued a press release announcing that it signed an agreement with Mentmore plc to acquire Mentmore's 49.9% equity interest in Iron Mountain Europe Limited. Completion of this transaction will give Iron Mountain 100% ownership of Iron Mountain Europe Limited. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Item - ----------- ---- 99.1 Press release dated December 10, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IRON MOUNTAIN INCORPORATED (Registrant) By: /s/ Jean A. Bua ------------------------------------------- Name: Jean A. Bua Title: Vice President and Corporate Controller Date: December 10, 2003 EX-99.1 3 e16415ex99_1.txt PRESS RELEASE Exhibit 99.1 Iron Mountain Incorporated Announces Agreement to Acquire Remaining Interest in Iron Mountain Europe Limited Mentmore plc Agrees to Sell 49.9% Stake for BPS 82.5 Million BOSTON and LONDON, Dec. 10 /PRNewswire-FirstCall/ -- Iron Mountain Incorporated (NYSE: IRM), the leader in records and information management services, announced today that it has signed an agreement with Mentmore plc to acquire Mentmore's 49.9% equity interest in Iron Mountain Europe Limited ("IME") for total consideration of BPS 82.5 million in cash. IME is the European joint venture established in 1999 by Iron Mountain and Mentmore to pursue records management opportunities in Europe and is now believed by the partners to be the largest pan-European records management company with more than 15,000 customer accounts in 38 markets in the U.K. and on the European continent. The transaction is expected to close in February 2004 and is subject to the approval of the Mentmore shareholders and other customary conditions. Included in the BPS 82.5 million purchase price is the repayment of all trade and working capital funding owed to Mentmore by IME. This transaction also releases Mentmore from any future funding obligations related to IME. Completion of this transaction will give Iron Mountain 100% ownership of IME, affording it full access to all future cash flows and greater strategic and financial flexibility. Iron Mountain expects to fund the acquisition consideration with existing cash on hand and borrowings under its revolving credit facility. Nicholas P. Smith, Chairman of Mentmore, commented, "We have had a very productive partnership with Iron Mountain and believe the prospects for IME to be sound. However, given our recent strategic review of Mentmore's current circumstances and the availability of robust investment opportunities for us in the public personal storage industry, we felt it best for Mentmore's shareholders to realize the value from our investment in IME at this time." Richard Reese, Chairman and CEO of Iron Mountain, stated, "Iron Mountain is fortunate to have entered the European records management market with Mentmore as our partner. They have been great partners over the past five years and together we have built a tremendous business. We wish everyone at Mentmore well in their new strategic endeavors and thank them for their contribution to the success of IME." Mr. Reese continued, "This deal comes at a time when the future is very bright for IME. We look forward to taking full advantage of the attractive growth opportunities before us in the European market." The transaction is not expected to close until early 2004, and therefore will not have any impact on the 2003 consolidated financial statements of Iron Mountain Incorporated. Additionally, there should be no impact on Iron Mountain's revenue or operating income before depreciation and amortization (OIBDA) post-closing since IME's financial results are already fully consolidated into Iron Mountain's results. Since the acquisition of the minority stake in IME will be accounted for using the purchase method of accounting, 49.9% of the net assets of IME will be adjusted to reflect their fair market value if different from their current carrying value. As a result, this transaction will increase depreciation and amortization expenses beginning in 2004. Once the transaction has been completed and the related trade and working capital funding has been paid off, the only impact on Iron Mountain's consolidated financial statements will be the increased depreciation and amortization expense just described, the increased debt used to fund the acquisition and related interest expense and the elimination of the minority interest in earnings of subsidiaries, net and the minority interest liability related to Mentmore's ownership of IME. The net effect of these changes is not expected to be material to the Iron Mountain consolidated financial statements. Iron Mountain will provide additional information during its fourth quarter earnings conference call in February 2004. About Iron Mountain Iron Mountain Incorporated is the world's trusted partner for outsourced records and information management services. Founded in 1951, Iron Mountain has grown to service more than 150,000 customer accounts throughout the United States, Canada, Europe and Latin America. Iron Mountain offers records management services for both physical and digital media, disaster recovery support services and consulting services -- services that help businesses save money and manage risks associated with legal and regulatory compliance, protection of vital information, and business continuity challenges. For more information, visit www.ironmountain.com. SOURCE Iron Mountain Incorporated -0- 12/10/2003 /CONTACT: Stephen P. Golden, Director of Investor Relations of Iron Mountain Incorporated, +1-617-535-4799/ /Photo: http://www.newscom.com/cgi-bin/prnh/20030505/IRMLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, 888-776-6555 or 212-782-2840/ /Web site: http://www.ironmountain.com / (IRM) CO: Iron Mountain Incorporated; Mentmore plc; Iron Mountain Europe Limited; IME ST: Massachusetts, England IN: PUB FIN SU: TNM -----END PRIVACY-ENHANCED MESSAGE-----