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 March 28, 2002, Iron Mountain and Iron Mountain Information
Management, Inc., one of our wholly owned subsidiaries, commenced an action
in the Middlesex County, New Jersey, Superior Court, Chancery Division,
captioned Iron Mountain Incorporated and Iron Mountain Information
Management, Inc., v. J. Peter Pierce, Douglas B. Huntley, J. Michael Gold,
Fred A. Mathewson, Jr., Michael DiIanni, J. Anthony Hayden, Pioneer Capital,
LLC, and Sequedex, LLC. In the complaint, we allege that defendant J. Peter
Pierce, a member of our Board of Directors and the former President of Iron
Mountain Information Management, Inc. until his termination without cause
effective June 30, 2000, has violated and is continuing to violate his
fiduciary obligations, as well as various noncompetition and other provisions
of an employment agreement with Iron Mountain, dated February 1, 2000, by
providing direct and/or indirect financial, management and other support to
defendant Sequedex, LLC. Sequedex was established in October 2000, and
competed directly with us in the records and information management services
industry. The complaint also alleges that Mr. Pierce and certain of the other
defendants, who were employed by or affiliated with Pierce Leahy Corp. prior
to the merger of Pierce Leahy with Iron Mountain in February 2000, have
misappropriated and used our trade secrets and other confidential
information. Finally, the complaint asserts claims against Sequedex and
others for tortious interference with contractual relations, against all of
the defendants for civil conspiracy in respect of the matters described
above, and against defendant Michael DiIanni for breach of his employment
agreement with Iron Mountain Information Management, Inc., dated September 6,
2000. The litigation seeks injunctions in respect of certain matters and
recovery of damages against the defendants. On April 12, 2002 Iron Mountain
also initiated an arbitration proceeding against Mr. Pierce before the
Philadelphia, Pennsylvania, office of the American Arbitration Association on
account of an arbitration clause in the employment agreement between
Iron Mountain and Mr. Pierce. In the arbitration, Mr. Pierce has counterclaimed
for indemnification of his expenses, including attorneys' fees. We have disputed
Mr. Pierce's claim. On July 19, 2002, the litigation was stayed pending the
outcome of the arbitration proceeding, which is currently scheduled for hearings
in April 2003. We intend to prosecute the arbitration proceeding and the
litigation vigorously.
On December 16, 2002, Hartford Windsor Associates, L.P. ("H-W
Associates"), Hartford General, LLC, J. Anthony Hayden, J. Peter Pierce, Frank
Seidman and John H. Greenwald, Jr. commenced an action in the Court of Common
Pleas, Montgomery County, Pennsylvania, against Iron Mountain Incorporated. In
the complaint, the plaintiffs allege that H-W Associates entered into a lease
with Sequedex, then a competitor of ours, for a records storage facility in
Connecticut and that the remaining plaintiffs were limited or general partners
of H-W Associates. The plaintiffs also allege that we tortiously interfered with
Sequedex's contractual relations with another entity and, as a result, caused
Sequedex to default on its lease to H-W Associates. The complaint seeks damages
in excess of $100,000. Also on December 16, 2002, Pioneer Capital L.P., Pioneer
Capital Genpar, Inc. and J. Peter Pierce commenced an action in the Court of
Common Pleas, Montgomery County, Pennsylvania, against Iron Mountain
Incorporated, C. Richard Reese, John F. Kenny, Jr., Garry Watzke, Schooner
Capital LLC and Vincent J. Ryan. The named individuals are directors and
officers of Iron Mountain and Schooner Capital is a shareholder of Iron Mountain
and an entity in which Mr. Ryan has sole voting power and investment power. In
the complaint, the plaintiffs allege that the defendants had numerous
conversations and arrangements with one of Mr. Pierce's and Pioneer's business
partners in a company named Logisteq LLC. The plaintiffs further allege that, as
a result of such conversations and arrangements, defendants conspired to, and
did intentionally, interfere with Pioneer's relationship with its partner and
Logisteq. The plaintiffs also allege that defendants damaged Mr. Pierce's
reputation in the community by telling Iron Mountain employees and other third
parties that Mr. Pierce breached his employment agreement, misappropriated and
used confidential information of Iron Mountain, breached his fiduciary duties to
Iron Mountain's shareholders and was assisting another company, Sequedex, in
unfairly competing with Iron Mountain. Finally, the complaint alleges that the
business partner in Logisteq taped conversations with Mr. Pierce and others,
certain of which allegedly violated law, that Iron Mountain knew, or should have
known, that the tapes were being made without the consent of the individuals
and, as a result, Mr. Pierce was harmed. The complaint seeks damages in excess
of $5,000,000. Iron Mountain and the other defendants intend to vigorously
defend themselves against these lawsuits.
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
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Name: Jean A. Bua
Title: Vice President and Corporate Controller
Date: December 17, 2002