-----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, S0Bj7rfNHDKbtpZpk7EYPTrD4z5uJX2sldPFmSEXszn5y7GXk928MbF6kXDROGpv /37SsnBAEeV1tGY2t9E7Zg== 0001047469-03-012664.txt : 20030409 0001047469-03-012664.hdr.sgml : 20030409 20030409171320 ACCESSION NUMBER: 0001047469-03-012664 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030409 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030409 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: 03644428 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 a2108004z8-k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 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 (IRS Employer File Number) 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 On April 8, 2003, we announced a proposed underwritten public offering of an additional $250 million in aggregate principal amount of 7-3/4% Senior Subordinated Notes due 2015 (the "7-3/4% Notes"). We priced the offering today and will sell $300 million of our 7-3/4% Notes at 104.0% of par, which implies an effective yield to worst of 7.066%, or a total purchase price of $1,040.00, plus accrued interest from December 30, 2002, per $1,000 of principal amount of notes. The net proceeds to us are expected to be $307.3 million, after paying the underwriters' discounts and commissions and estimated expenses. We intend to use the net proceeds from the offering to fund our offer to purchase and consent solicitation relating to our outstanding 8-3/4% Senior Subordinated Notes due 2009 (the "8-3/4% Notes"), which was separately announced the same day, or to otherwise redeem the 8-3/4% Notes, and for general corporate purposes, including the possible repayment of outstanding borrowings under our revolving credit facility, the possible repayment of other indebtedness and possible future acquisitions. Copies of our press releases regarding these events are being filed as exhibits to this report. The public debt offering of the 7-3/4% Notes will be made only by means of a prospectus supplement. This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities. The tender offer to purchase and consent solicitation will be made only by means of our Offer to Purchase and Consent Solicitation Statement dated April 9, 2003 and related materials. This Form 8-K shall not constitute an offer to purchase or a consent solicitation with regard to the 8-3/4% Notes. In the quarter in which our Offer to Purchase and Consent Solicitation Statement dated April 9, 2003 relating to our outstanding 8-3/4% Notes is completed, which we expect to occur in the second quarter of 2003, we will record a pretax charge to other (income) expense, net of approximately $14 million related to the early retirement of all of the outstanding 8-3/4% Notes, which consists of redemption premium and transaction costs of approximately $10 million and original issue discount and unamortized deferred finance transaction costs related to the 8-3/4% Notes of approximately $4 million. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. EXHIBIT NO. ITEM - ----------- ----- 99.1 The Company's press release, dated April 8, 2003, regarding proposed public debt offering. 99.2 The Company's press release, dated April 8, 2003, regarding tender offer and consent solicitation relating to the 8-3/4% Senior Subordinated Notes due 2009. 99.3 The Company's press release, dated April 9, 2003, regarding the pricing of the Company's public debt offering. 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: April 9, 2003 EX-99.1 3 a2108004zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE: Contact: Stephen P. Golden Director of Investor Relations (617) 535-4799 IRON MOUNTAIN INCORPORATED ANNOUNCES PROPOSED $250 MILLION DEBT OFFERING BOSTON, MA--April 8, 2003--Iron Mountain Incorporated (NYSE: IRM), the leader in records and information management services, announced today a proposed public offering of an additional $250 million in aggregate principal amount of its 7-3/4% Senior Subordinated Notes due 2015. The notes to be offered will be identical to the Company's previously issued 7-3/4% Senior Subordinated Notes due 2015, and the Company expects to price the notes to reflect current market interest rates. The Company intends to use the net proceeds from the offering to fund its offer to purchase and consent solicitation relating to its outstanding 8-3/4% Senior Subordinated Notes due 2009, which was separately announced today, or to otherwise redeem the 8-3/4% notes, and for general corporate purposes, including the possible repayment of outstanding borrowings under its revolving credit facility, the possible repayment of other indebtedness and possible future acquisitions. The exact terms and timing of the offering will depend upon market conditions and other factors. The offering will be made only by means of a prospectus. This announcement shall not constitute an offer to sell or the solicitation of any offer to buy securities, nor shall there be any sales of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. ABOUT IRON MOUNTAIN Iron Mountain Incorporated is the world's trusted partner for outsourced records and information management services. Founded in 1951, the Company 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. ### EX-99.2 4 a2108004zex-99_2.txt EXHIBIT 99.2 Exhibit 99.2 FOR IMMEDIATE RELEASE: Contact: Stephen P. Golden Director of Investor Relations (617) 535-4799 IRON MOUNTAIN INCORPORATED TO COMMENCE TENDER OFFER AND CONSENT SOLICITATION FOR 8-3/4% SENIOR SUBORDINATED NOTES DUE 2009 BOSTON, MA--April 8, 2003--Iron Mountain Incorporated (NYSE: IRM), the leader in records and information management services, announced today that it will commence a cash tender offer and consent solicitation on April 9, 2003, for any and all of its $220,000,000 aggregate principal amount of 8-3/4% Senior Subordinated Notes due 2009 (the "Notes") outstanding. In conjunction with the tender offer, consents are being solicited to effect certain amendments to the indenture governing the Notes. The tender offer will expire at 12:00 midnight, New York City time, on Tuesday, May 6, 2003, unless extended or earlier terminated (the "Expiration Date"). The consent solicitation will expire at 5:00 p.m., New York City time on Tuesday, April 22, 2003, unless extended or earlier terminated (the "Consent Date"). Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes, which will eliminate certain restrictive covenants. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. Tendering holders who validly tender and deliver consents by the Consent Date, which is April 22, 2003, will receive the total consideration of $1,043.75 per $1,000 principal amount of Notes, which includes a consent payment of $30.00 per $1,000 principal amount. Iron Mountain expects to pay the total consideration promptly after the Consent Date for Notes validly tendered on or prior to the Consent Date and accepted for purchase. Holders who validly tender their Notes after the Consent Date and prior to the Expiration Date are not entitled to the consent payment, and will receive as payment for their Notes the total consideration minus the consent payment, or $1,013.75 per $1,000 principal amount of Notes. Iron Mountain expects to make payment on Notes validly tendered after the Consent Date and prior to the Expiration Date and accepted for purchase promptly after the Expiration Date. Holders who validly tender their Notes will also be paid accrued and unpaid interest up to, but not including, the date of payment for the Notes. Iron Mountain intends to finance the tender offer and consent solicitation with a portion of the net proceeds from its proposed offering of $250 million in aggregate principal amount of its 7-3/4% Senior Subordinated Notes due 2015. The completion of this financing is one of the conditions to Iron Mountain's obligations to accept Notes for payment pursuant to the tender offer and consent solicitation. The terms and conditions of the tender offer and consent solicitation, including Iron Mountain's obligation to accept the Notes tendered and pay the purchase price and consent payments, will be set forth in Iron Mountain's Offer to Purchase and Consent Solicitation Statement, dated April 9, 2003. Iron Mountain may amend, extend or, subject to certain conditions, terminate the tender offer and consent solicitations at any time. -- more -- IRON MOUNTAIN INCORPORATED TO COMMENCE TENDER OFFER FOR SENIOR NOTES / PAGE 2 Iron Mountain has engaged Bear, Stearns & Co. Inc. to act as the exclusive Dealer Manager and Solicitation Agent in connection with the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Bear, Stearns & Co. Inc., Global Liability Management Group, at (877) 696-2327 (toll free). Requests for documentation may be directed to D.F. King & Co., Inc., the information agent for the tender offer and consent solicitation at (800) 488-8075 (toll free). This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement, dated April 9, 2003. ABOUT IRON MOUNTAIN Iron Mountain Incorporated is the world's trusted partner for outsourced records and information management services. Founded in 1951, the Company 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. ## EX-99.3 5 a2108004zex-99_3.txt EXHIBIT 99.3 Exhibit 99.3 FOR IMMEDIATE RELEASE: Contact: Stephen P. Golden Director of Investor Relations (617) 535-4799 IRON MOUNTAIN INCORPORATED PRICES DEBT OFFERING BOSTON, MA--April 9, 2003--Iron Mountain Incorporated (NYSE: IRM), the leader in records and information management services, announced today that it has priced an underwritten public offering of an additional $300 million in aggregate principal amount of its 7-3/4% Senior Subordinated Notes due 2015. The additional notes will be sold at 104.0% of par, which implies an effective yield to worst of 7.066%, or a total purchase price of $1,040.00, plus accrued interest from December 30, 2002, per $1,000 principal amount of additional notes. The net proceeds to the Company are expected to be $307.3 million, after paying the underwriters' discounts and commissions and estimated expenses, and will be used to fund the Company's offer to purchase and consent solicitation relating to its outstanding 8-3/4% Senior Subordinated Notes due 2009, or to otherwise redeem the 8-3/4% notes, and for general corporate purposes, including the repayment of outstanding borrowings under its revolving credit facility, the possible repayment of other indebtedness and possible future acquisitions. The closing of the offering is expected to occur on April 22, 2003 and is subject to customary closing conditions. Bear, Stearns & Co. Inc., is the sole book-running manager for the offering. Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Lehman Brothers Inc. are joint lead managers and Banc One Capital Markets, Inc., William Blair & Company, L.L.C., BNY Capital Markets, Inc., Fleet Securities, Inc., Scotia Capital (USA) Inc. and Wachovia Securities, Inc. are co-managers for the offering. Iron Mountain Incorporated is making the offering by means of a shelf registration statement previously declared effective by the Securities and Exchange Commission. Copies of the final Prospectus Supplement and Prospectus for the offering may be obtained from the underwriters. This announcement shall not constitute an offer to sell or the solicitation of any offer to buy securities, nor shall there be any sale of these securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. ABOUT IRON MOUNTAIN Iron Mountain Incorporated is the world's trusted partner for outsourced records and information management services. Founded in 1951, the Company 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. ### -----END PRIVACY-ENHANCED MESSAGE-----