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): December 16, 2002
IRON MOUNTAIN INCORPORATED
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 1-13045 23-2588479
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
745 Atlantic Avenue
Boston, Massachusetts 02111
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(Address of principal executive offices, including zip code)
(617) 535-4766
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On December 16, 2002, we announced that we have priced an
underwritten public offering of $100 million in aggregate principal amount of
7 3/4% Senior Subordinated Notes due 2015 (the "December 2002 Debt
Offering"). We intend to use the net proceeds from the offering to fund our
offer to purchase and consent solicitation relating to our outstanding 9-1/8%
Senior Subordinated Notes due 2007 (the "9-1/8% Notes"), which was separately
announced the same day, or to otherwise redeem the 9-1/8% Notes, as well as
to repay outstanding borrowings under our revolving credit facility and for
general corporate purposes, including future acquisitions. Copies of our
press releases regarding these events are being filed as exhibits to this
report.
The public debt offering 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
December 16, 2002 and related materials. This Form 8-K shall not constitute an
offer to purchase or a consent solicitation with regard to the 9-1/8% Notes. We
are filing certain exhibits as part of this Form 8-K. See "Item 7. Financial
Statements, Pro Forma Financial Information and Exhibits."
We have filed with the Securities and Exchange Commission (the
"Commission") a registration statement (File No. 333-54030) on Form S-3, filed
on January 19, 2001, Amendment No. 1 thereto, filed on January 29, 2001 (as
amended, the "Registration Statement"), and the related base preliminary
prospectus (the "Prospectus") for the registration pursuant to Rule 415 under
the Securities Act of 1933, as amended, of up to an aggregate of $500 million in
our securities. On January 31, 2001, the Commission declared the Registration
Statement effective.
On March 28, 2001, we filed a supplement to the Prospectus, dated
March 27, 2001 (the "1st Prospectus Supplement"), relating to the issuance of
and sale of $225 million of 8-5/8% Senior Subordinated Notes due 2013 and the
use of proceeds thereof (the "March 2001 Debt Issuance"), with the
Commission. In connection with the filing of the 1st Prospectus Supplement
with the Commission, we filed a Current Report on Form 8-K dated March 23,
2001 with pro forma information as well as certain exhibits. In addition, we
filed a second Current Report on Form 8-K dated April 3, 2001 with additional
information.
On September 7, 2001, we filed a supplement to the Prospectus, dated
September 6, 2001 (the "2nd Prospectus Supplement"), relating to the issuance
of and sale of $210 million of 8-5/8% Senior Subordinated Notes due 2013 and
the use of proceeds thereof (the "September 2001 Debt Issuance"), with the
Commission. In connection with the filing of the 2nd Prospectus Supplement
with the Commission, we filed a Current Report on Form 8-K dated September 6,
2001 with pro forma information as well as certain exhibits.
We have filed with the Commission a registration statement (File No.
333-75068) on Form S-3, filed on December 13, 2001, Amendment No. 1 thereto,
filed on February 11, 2002 (as amended, the "Second Registration Statement"),
and the related base preliminary prospectus for the registration pursuant to
Rule 415 under the Securities Act of 1933, as amended, of up to an aggregate of
$500 million in our securities. On February 11, 2002, the Commission declared
the Second Registration Statement effective.
As reported in our Form 10-Q for the quarter ending September 30, 2002,
we exchanged newly issued 8-5/8% Senior Subordinated Notes due 2013 for 9-1/8%
Notes in a privately-negotiated transaction, which took place after September
30, 2002 and which resulted in the issuance of $46 million in face value of
8-5/8% Senior Subordinated Notes due 2013 and the retirement of $45 million in
face value of 9-1/8% Notes (the "Exchange"). The Exchange was recorded at the
carrying amount of the 9-1/8% Notes at the date of the transaction in the amount
of $43 million and in accordance with Emerging Issues Task Force No. 96-19,
"Debtor's Accounting for Modification or Exchange of Debt Instruments" resulted
in no gain (loss) on extinguishment of debt.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(b) Pro Forma Financial Information
The primary purpose of this Form 8-K is to update previously filed pro
forma information for the year ended December 31, 2001 and file pro forma
information for the nine months ended September 30, 2002. The pro forma
information presented below was prepared as if the March 2001 Debt Issuance,
September 2001 Debt Issuance, the Exchange and the December 2002 Debt Offering
and the related purchase and consent solicitation had occurred on January 1,
2001.
NINE MONTHS ENDED SEPTEMBER 30, 2002
The historical consolidated statement of operations for the nine months
ended September 30, 2002, previously filed in our Form 10-Q dated November 14,
2002, does not include the pro forma impact of the Exchange and the December
2002 Debt Offering. If we successfully complete the December 2002 Debt Offering,
we intend to use the net proceeds to fund our offer to purchase and consent
solicitation relating to our 9-1/8% Notes or to otherwise redeem the 9-1/8%
Notes, as well as to repay outstanding borrowings under our revolving credit
facility and for general corporate purposes, including future acquisitions. The
impact on the historical consolidated statement of operations for the nine
months ended September 30, 2002 of the Exchange and the December 2002 Debt
Offering, assuming that the transactions had closed as of January 1, 2001 and
assuming further (a) an offering price of 100.0% of the principal amount of the
notes issued in connection with the December 2002 Debt Offering; (b) we retire
all of the 9-1/8% Notes at a redemption price (expressed as a percentage of
principal) of 104.56%; and (c) we repay the revolving credit facility with the
net proceeds resulting from the December 2002 Debt Offering, would be a decrease
in interest expense of $0.4 million and an increase in income from continuing
operations before extraordinary items and cumulative effect of change in
accounting principle of $0.2 million. The impact on our consolidated balance
sheet as of September 30, 2002 would be an increase in deferred financing costs
of $1.5 million, a decrease in accrued expenses of $1.4 million, a net increase
in long-term debt of $9.1 million, a decrease in long-term deferred income tax
liabilities of $2.3 million, and a net decrease in shareholders' equity of $4.0
million.
In addition, we will record, in the quarter in which the tender offer
and consent solicitation is completed, an extraordinary charge of approximately
$4.0 million (after a tax benefit of $2.3 million) from the early retirement of
debt. This pretax extraordinary charge of $6.2 million will consist of
redemption premium and transaction costs of $3.5 million and original issue
discount related to the 9-1/8% Notes of $2.7 million.
YEAR ENDED DECEMBER 31, 2001
The historical consolidated statement of operations for the year ended
December 31, 2001, previously filed in our Form 10-K dated March 21, 2002, does
not include the pro forma impact of the March 2001 Debt Issuance, September 2001
Debt Issuance, the Exchange and the December 2002 Debt Offering. If we
successfully complete the December 2002 Debt Offering, we intend to use the net
proceeds to fund our offer to purchase and consent solicitation relating to our
9-1/8% Notes or to otherwise redeem the 9-1/8% Notes, as well as to repay
outstanding borrowings under our revolving credit facility and for general
corporate purposes, including future acquisitions. The impact on the historical
consolidated statement of operations for the year ended December 31, 2001 of the
March 2001 Debt Issuance, September 2001 Debt Issuance, the Exchange and the
December 2002 Debt Offering, assuming that the transactions had closed as of
January 1, 2001 and assuming further (a) an offering price of 100.0% of the
principal amount of the notes issued in connection with the December 2002 Debt
Offering; (b) we retire all of the 9-1/8% Notes at a redemption price (expressed
as a percentage of principal) of 104.56%; and (c) we repay the revolving credit
facility with the net proceeds resulting from the December 2002 Debt Offering,
would be a decrease in interest expense of $0.6 million and a decrease in loss
from continuing operations before extraordinary items of $0.4 million.
In addition, we will record, in the quarter in which the tender offer
and consent solicitation is completed, an extraordinary charge of approximately
$4.0 million (after a tax benefit of $2.3 million) from the early retirement of
debt. This pretax extraordinary charge of $6.2 million will consist of
redemption premium and transaction costs of $3.5 million and original issue
discount related to the 9-1/8% Notes of $2.7 million.
(c) Exhibits.
EXHIBIT NO. ITEM
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10 Underwriting Agreement, dated December 16, 2002, by and between
the Company, certain of the Company's subsidiaries and Bear,
Stearns & Co. Inc..
12 Statement Regarding Computation of Ratios of Earnings to Fixed
Charges.
99.1 The Company's press release, dated December 16, 2002, regarding
proposed public debt offering.
99.2 The Company's press release, dated December 16, 2002, regarding
Tender offer and consent solicitation relating to the 9-1/8%
Senior Subordinated Notes due 2007.
99.3 The Company's press release, dated December 16, 2002, 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/ John F. Kenny, Jr.
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Name: John F. Kenny, Jr.
Title: Executive Vice President and
Chief Financial Officer
Date: December 16, 2002