-----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, TeqtNjzEF7j/Yxdb1FIEaktW+8gtmdlnessxAVf/LRxYRhthP5E0vBmRqolpcQvB 1kEWRbnXo55kzxtkYWDZEw== 0000908737-06-000548.txt : 20060728 0000908737-06-000548.hdr.sgml : 20060728 20060728162136 ACCESSION NUMBER: 0000908737-06-000548 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060728 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060728 DATE AS OF CHANGE: 20060728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRON MOUNTAIN INC CENTRAL INDEX KEY: 0001020569 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC WAREHOUSING & STORAGE [4220] IRS NUMBER: 232588479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13045 FILM NUMBER: 06988320 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: IRON MOUNTAIN INC/PA DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: PIERCE LEAHY CORP DATE OF NAME CHANGE: 19960807 8-K 1 imis_8k.htm

 

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): July 28, 2006

 

IRON MOUNTAIN INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

 

DELAWARE

(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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 

 



Item 8.01.     Other Events.

 

On July 21, 2006, in connection with the previously announced offer to purchase and consent solicitation relating to Iron Mountain Incorporated’s (the “Company”) outstanding 8-1/4% Senior Subordinated Notes due 2011 (the “Notes”), the Company received and accepted tenders and consents representing a majority of the Notes. The Notes were issued under an Indenture, dated as of April 26, 1999 (the “Indenture”), by and among the Company, the Guarantors named therein and The Bank of New York Trust Company, N.A. (the “BONY Trust”), as trustee. In connection with the Company’s receipt and acceptance of tenders and consents, on July 24, 2006, the Company amended the Indenture by entering into a Supplemental Indenture, dated as of July 24, 2006 (the “Supplemental Indenture”), by and among the Company, the Guarantors named therein and the BONY Trust, as trustee. The Supplemental Indenture eliminates certain covenants and amends certain other provisions in the Indenture. The Supplemental Indenture is attached hereto as Exhibit 4.1 and incorporated herein by reference.

 

Item 9.01.     Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

 

Exhibit Description

4.1

Supplemental Indenture, dated as of July 24, 2006, by and among Iron Mountain Incorporated, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee

 

 

 



 

 

 

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/ John F. Kenny, Jr.          

 

Name: John F. Kenny, Jr.

 

Title: Executive Vice President and Chief
          Financial Officer


Date: July 28, 2006

 

 

 

 

EX-4.1 2 ex4-1.htm

Exhibit 4.1



====================================================================

IRON MOUNTAIN INCORPORATED, as Issuer,

IRON MOUNTAIN INFORMATION MANAGEMENT, INC.,

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.,

IRON MOUNTAIN GLOBAL, LLC,

COMAC, INC.,

IRON MOUNTAIN GLOBAL, INC.,

MOUNTAIN REAL ESTATE ASSETS, INC.,

IRON MOUNTAIN STATUTORY TRUST - 1998,

IRON MOUNTAIN STATUTORY TRUST - 1999,

IRON MOUNTAIN GOVERNMENT SERVICES INCORPORATED,

MOUNTAIN RESERVE III, INC.,

NETTLEBED ACQUISITION CORP., and

TREELINE SERVICES CORPORATION,

as Guarantors

 

AND

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee

SUPPLEMENTAL INDENTURE

Dated as of July 24, 2006

$150,000,000

8-1/4% Senior Subordinated Notes due 2011

====================================================================

 

 



 

 

SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated and effective as of July 24, 2006, among Iron Mountain Incorporated, a Delaware corporation (the “Company”), as the Issuer, Iron Mountain Information Management, Inc., a Delaware corporation, Iron Mountain Intellectual Property Management, Inc. (f/k/a DSI Technology Escrow Services, Inc.), a Delaware corporation, Iron Mountain Global, LLC, a Delaware limited liability company, COMAC, Inc., a Delaware corporation, Iron Mountain Global, Inc., a Delaware corporation, Mountain Real Estate Assets, Inc., a Delaware corporation, Iron Mountain Statutory Trust - 1998, a Connecticut statutory trust, Iron Mountain Statutory Trust - 1999, a Connecticut statutory trust, Iron Mountain Government Services Incorporated (f/k/a Mountain Reserve II, Inc.), a Delaware corporation, Mountain Reserve III, Inc., a Delaware corporation, Nettlebed Acquisition Corp., a Delaware corporation, and Treeline Services Corporation (f/k/a Mountain Reserve I, Inc.), a Delaware corporation (collectively, the “Guarantors”) and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).

WHEREAS, the Company, certain Subsidiaries of the Company and the Trustee are parties to an Indenture dated as of April 26, 1999 (as supplemented and in effect on the date hereof, the “Indenture”), relating to the Company’s 8-1/4% Senior Subordinated Notes due 2011 (the “Notes”);

WHEREAS, the Company, in accordance with Section 9.02 of the Indenture and in connection with an Offer to Purchase and Consent Solicitation dated July 11, 2006, sought and received the consent of the holders of a majority in principal amount of the Notes with regard to certain proposed amendments to the Indenture;

WHEREAS, pursuant to Section 9.02 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and

WHEREAS, all conditions precedent provided for in the Indenture relating to this Supplemental Indenture have been complied with.

NOW, THEREFORE, the Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes:

ARTICLE I

Amendments

1.1          DELETION OF CERTAIN COVENANTS. The following Sections are hereby deleted from the Indenture in their entirety and shall be of no further force or effect: (i) Section 4.03 – Reports; (ii) Section 4.07 – Restricted Payments; (iii) Section 4.08 – Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries; (iv) Section 4.09 – Incurrence of Indebtedness and Issuance of Preferred Stock; (v) Section 4.10 – Asset Sales; (vi) Section 4.11 – Transactions with Affiliates; (vii) Section 4.12 – Liens; (viii) Section 4.14 – Offer to Purchase upon Change of Control; (ix) Section 4.16 – Certain Senior Subordinated Debt; (x) Section 4.18 – Limitation on Sale and Leaseback Transactions; (xi) Section 5.01 – Merger, Consolidation, or Sale of Assets; and (xii) Section 5.02 – Successor Corporation Substituted.

1.2          CONTINUATION OF OBLIGATIONS. The obligations of the Company and the Guarantors under the Indenture remain in full force and effect (except as set forth in Section 1.1 hereof).

 

 

 



 

 

ARTICLE II

Miscellaneous

2.1          CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.2          COUNTERPARTS. This Supplemental Indenture may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

2.3          SEVERABILITY. In the event that any provision in this Supplemental Indenture shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.4          HEADINGS. The article and section headings herein are for convenience only and shall not affect the construction hereof.

2.5          SUCCESSORS AND ASSIGNS. Any covenant and agreement in this Supplemental Indenture by the Company shall bind their successors and assigns, whether so expressed or not.

2.6          NEW YORK LAW TO GOVERN. The internal law of the State of New York shall govern and be used to construe this Supplemental Indenture.

2.7          EFFECT OF SUPPLEMENTAL INDENTURE. Except as amended by this Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.

2.8          TRUSTEE. The Trustee accepts the modifications of the Trust effected by this Supplemental Indenture, but only upon the terms and conditions set forth in the Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Company and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Supplemental Indenture, and the Trustee makes no representation with respect thereto.

2.9          INDEMNIFICATION OF TRUSTEE. The Company agrees to indemnify the Trustee and to hold the Trustee harmless from and against any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, attorneys’ fees and court costs) at any time asserted against or incurred by the Trustee by reason of, arising out of or in connection with the execution of this Supplemental Indenture, except for the Trustee’s own negligent action, its own negligent failure to act, or its own willful misconduct.

2.10       EFFECTIVE DATE. This Supplemental Indenture and the amendments to the Indenture set forth in Section 1.1 hereof shall be effective immediately upon execution by the Company and delivery to and execution by the Trustee of this Supplemental Indenture. The amendments shall not become operative until such date as the Company delivers an Officers’ Certificate stating that the conditions to the Tender Offer and Consent Solicitation, as set forth in the Company’s Offer to Purchase and Consent Solicitation Stated dated July 11, 2006, have been satisfied or waived.

 

- 2 -

 



 

 

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

IRON MOUNTAIN INCORPORATED

 

 

By: /s/ Garry B. Watzke

Name: Garry B. Watzke

Title: Senior Vice President and General Counsel

 

 

 

GUARANTORS

IRON MOUNTAIN INFORMATION

MANAGEMENT, INC.

COMAC, INC.,

IRON MOUNTAIN INTELLECTUAL

PROPERTY MANAGEMENT, INC.,

IRON MOUNTAIN GLOBAL, INC.,

MOUNTAIN REAL ESTATE ASSETS, INC.,

IRON MOUNTAIN GOVERNMENT SERVICES

INCORPORATED,

MOUNTAIN RESERVE III, INC.,

NETTLEBED ACQUISITION CORP., and

TREELINE SERVICES CORPORATION

 

 

By: /s/ Garry B. Watzke

Name: Garry B. Watzke

Title: Senior Vice President and General Counsel

 

IRON MOUNTAIN GLOBAL, LLC

 

By: IRON MOUNTAIN GLOBAL, INC., its Sole Member

 

By: /s/ Garry B. Watzke

Name: Garry B. Watzke

Title: Senior Vice President and General Counsel

 

[Signature Pages to Supplemental Indenture 1999]

 



 

IRON MOUNTAIN STATUTORY TRUST - 1998

 

 

By:

U.S. BANK NATIONAL ASSOCIATION, not

individually but as Owner Trustee under that

certain Amended and Restated Owner Trust

Agreement dated as of October 1, 1998, as

amended

 

 

 

 

 

By: /s/ Timothy A. Donmoyer

 

Name: Timothy A. Donmoyer

 

Title: Vice President

 

 

IRON MOUNTAIN STATUTORY TRUST - 1999

 

 

By:

U.S. BANK NATIONAL ASSOCIATION, not

individually but as Owner Trustee under that

certain Owner Trust Agreement dated as of July 1,

1999, as amended

 

 

 

 

 

By: /s/ Timothy A. Donmoyer

 

Name: Timothy A. Donmoyer

 

Title: Vice President

 

 

[Signature Pages to Supplemental Indenture 1999]

 

 

 



 

 

 

TRUSTEE

 

THE BANK OF NEW YORK TRUST COMPANY,

N.A., as Trustee

 

By: /s/ Chi C. Ma

Name: Chi C. Ma

Title: Vice President

 

 

 

 

[Signature Pages to Supplemental Indenture 1999]

 

 

 


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