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
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA
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(State or other jurisdiction
of incorporation)
1-13045 23-2588479
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(Commission (IRS Employer
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 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
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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
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Name: Jean A. Bua
Title: Vice President and Corporate
Controller
Date: April 9, 2003