UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Information to be included in statements filed pursuant to Rules 13d-1(b),
(c) and (d) and amendments thereto filed pursuant to Rule 13d-2.
IRON MOUNTAIN INCORPORATED
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(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class Securities)
462846 10 6
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13G
CUSIP NO. 462846 10 6 Page 2 of 7 pages
1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Vincent J. Ryan
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. Ryan is a citizen of the U.S.A.
NUMBER OF SHARES 5) SOLE VOTING POWER
BENEFICIALLY Vincent J. Ryan: 6,235,725
OWNED BY EACH
REPORTING PERSON
6) SHARED VOTING POWER
Vincent J. Ryan: 111,000
7) SOLE DISPOSITIVE POWER
Vincent J. Ryan: 7,547,098
8) SHARED DISPOSITIVE POWER
Vincent J. Ryan: 111,000
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SCHEDULE 13G
CUSIP NO. 462846 10 6 Page 3 of 7 pages
9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON:
Vincent J. Ryan: 7,658,098 (1)
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [_]
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
12) Type of Reporting Person (See Instructions):
IN
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1 Mr. Ryan is Chairman and the beneficial owner of Schooner Capital LLC
("Schooner"). Schooner holds 4,104,114 shares of Iron Mountain Incorporated
("Iron Mountain") Common Stock, $0.01 par value ("Iron Mountain Common Stock").
These 4,104,114 shares of Iron Mountain Common Stock include 1,311,373 shares of
Iron Mountain Common Stock as to which C. Richard Reese shares beneficial
ownership with Schooner as a result of a deferred compensation arrangement, as
amended, between Schooner and Mr. Reese relating to former services by Mr. Reese
as President of Schooner. Pursuant to such arrangement, upon the earlier to
occur of (i) Schooner's sale or exchange of all or a portion of those 1,311,373
shares, after all other shares of Iron Mountain Common Stock held by Schooner
have been sold, or (ii) the cessation of Mr. Reese's employment with Iron
Mountain, Schooner is required to transfer such shares (or portion thereof) to
Mr. Reese, or remit to Mr. Reese cash in an amount equal to the then current
fair market value of such shares of Iron Mountain Common Stock. Schooner has
agreed to vote the shares of Iron Mountain Common Stock subject to such
arrangement at the direction of Mr. Reese. Thus, Mr. Ryan has sole voting power
with respect to 2,792,741 shares of Iron Mountain Common Stock held by Schooner
and has sole dispositive power with respect to 4,104,114 shares of Iron Mountain
Common Stock held by Schooner. Mr. Ryan individually holds 3,429,073 shares of
Iron Mountain Common Stock. This figure includes 13,911 shares that Mr. Ryan has
the right to acquire pursuant to currently exercisable options or options
becoming exercisable within 60 days of the date of this Schedule 13G. It does
not include 3,041 shares subject to options not yet exercisable. This figure
includes: (a) 102,000 shares registered in the name of The Schooner Foundation,
a private non-profit foundation, of which Mr. Ryan is a Trustee; and (b) 9,000
shares registered in the name of Citibank South Dakota, Trustee of the Ryan 1998
Issue Trust, of which Mr. Ryan was the Settlor.
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SCHEDULE 13G
CUSIP NO. 462846 10 6 Page 4 of 7 pages
Item 1(a) Name of Issuer:
Iron Mountain Incorporated
Item 1(b) Address of Issuer's Principal Executive Offices:
745 Atlantic Avenue, Boston, Massachusetts 02111
Item 2(a) Name of Person Filing:
Vincent J. Ryan
Item 2(b) Address of Principal Business Office or, if none, Residence:
Vincent J. Ryan, c/o Schooner Capital LLC, 745 Atlantic Avenue,
Boston, MA 02111
Item 2(c) Citizenship:
U.S.A.
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e) CUSIP Number:
462846 10 6
Item 3 If this Statement is being filed pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), check whether the filing person is a:
Not applicable.
(a) / / Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o);
(b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) / / Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c);
(d) / / Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) / / An investment adviser in accordance with 13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with
13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance
with 13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
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SCHEDULE 13G
CUSIP NO. 462846 10 6 Page 5 of 7 pages
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 13d-1(c), check this box. [ ]
Item 4. Ownership
(a) Amount beneficially owned: 7,658,098 shares (2)
(b) Percent of class: 9.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 6,235,725
(ii) Shared power to vote or direct the vote: 111,000
(iii) Sole power to dispose or to direct the disposition of:
7,547,098
(iv) Shared power to dispose or to direct the disposition of:
111,000
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2 See footnote 1, above.
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SCHEDULE 13G
CUSIP NO. 462846 10 6 Page 6 of 7 pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
C. Richard Reese entered into a deferred compensation agreement, dated
as of December 18, 1995, with Schooner whereby non-qualified stock options to
acquire stock of Schooner pursuant to the Schooner Capital LLC 1988 Stock Option
Plan were replaced with a deferred compensation agreement, to provide Mr. Reese
with deferred compensation of 1,311,373 shares of Iron Mountain Common Stock.
Pursuant to such agreement, upon the earlier to occur of (i) Schooner's sale or
exchange of all or a portion of those 1,311,373 shares after all other shares of
Iron Mountain Common Stock held by Schooner have been sold or (ii) the cessation
of Mr. Reese's employment with Iron Mountain, Schooner is required to transfer
such shares (or portion thereof) of Iron Mountain Common Stock to Mr. Reese, or
remit to Mr. Reese cash in an amount equal to the then current fair market value
of such shares of Iron Mountain Common Stock. The number of shares will be
adjusted appropriately to reflect any stock dividend, stock split, or other
equity adjustment with respect to Iron Mountain Common Stock. Mr. Reese has no
rights as a stockholder with respect to such shares until the date of any
issuance of stock certificates to him for such shares. Except as aforesaid, no
adjustments will be made for dividends or other similar stockholder rights for
which the record date is prior to the date such stock certificates are issued.
However, Schooner has agreed to vote the shares of Iron Mountain Common Stock
subject to such arrangements at the direction of Mr. Reese.
Item 7. Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
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SCHEDULE 13G
CUSIP NO. 462846 10 6 Page 7 of 7 pages
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2003
/s/ VINCENT J. RYAN
Vincent J. Ryan
(Name)
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. 1001).
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