0001036325-13-000034.txt : 20130419 0001036325-13-000034.hdr.sgml : 20130419 20130419134348 ACCESSION NUMBER: 0001036325-13-000034 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130419 DATE AS OF CHANGE: 20130419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRON MOUNTAIN INC CENTRAL INDEX KEY: 0001020569 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC WAREHOUSING & STORAGE [4220] IRS NUMBER: 232588479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52359 FILM NUMBER: 13771146 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: IRON MOUNTAIN INC/PA DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: PIERCE LEAHY CORP DATE OF NAME CHANGE: 19960807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS SELECTED ADVISERS CENTRAL INDEX KEY: 0001036325 IRS NUMBER: 850360310 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2949 E. ELVIRA ROAD STREET 2: SUITE 101 CITY: TUCSON STATE: AZ ZIP: 85756 BUSINESS PHONE: (520)806-7600 MAIL ADDRESS: STREET 1: 2949 E. ELVIRA ROAD STREET 2: SUITE 101 CITY: TUCSON STATE: AZ ZIP: 85756 SC 13D/A 1 IRM13d1_amendment14.txt DAVIS SELECTED ADVISERS,L.P. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14) Iron Mountain Incorporated ___________________________________________ (Name of Issuer) Common Stock ___________________________________________ (Title of Class of Securities) 462846106 ___________________________________________ (CUSIP Number of Class of Securities) Thomas Tays Chief Legal Officer DAVIS SELECTED ADVISERS, L.P. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85756 (520) 434-3771 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 18, 2013 ___________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] Rider 1A CUSIP No. 462846106 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Davis Selected Advisers, L.P. ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS AF ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Colorado ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 10,025,654 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : 0 shares (Shared) 484,848 shares (None) ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 10,510,502 shares ________________________________ :(10) SHARED DISPOSITIVE POWER : 0 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,510,502 shares ___________________________________________________________________ (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.5% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IA ___________________________________________________________________ Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Common Stock (the "Securities") of Iron Mountain, Incorporated., a Delaware corporation (the "Issuer"). The Issuer has its principal executive offices located at 745 Atlantic Avenue, Boston, Massachusetts 02111. Item 2. Identity and Background (a) - (c) This statement is being filed by Davis Selected Advisers, L.P. ("Davis Advisors"), an investment advisor registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The address of its principal office is 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756. Davis Advisors provides discretionary portfolio management services, serving as investment adviser or sub-adviser for registered investment companies (including the Davis Funds, Selected Funds, and Clipper Fund), unregistered investment companies, offshore funds, and private accounts. Davis Advisors also works with sponsors to serve as investment adviser for managed money/wrap account programs. In certain managed money/wrap account programs, Davis Advisors will provide non-discretionary investment management services (generally in the form of model portfolios). Davis New York Venture Fund, Inc. is a registered investment company organized as a Maryland Corporation and has four series or portfolios, including Davis New York Venture Fund. Davis New York Venture Fund, joint filer of this Schedule 13D, may be reached c/o Davis Selected Advisers, L.P. 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756. The names, business addresses, and principal occupations of the general partner and executive officer of Davis Advisors, and each director and each executive officer of Davis New York Venture Fund (collectively, the "Principals")are set forth in Schedule I. The Securities of the Issuer reported in Item 5 herein were acquired on behalf of the investment advisory clients of Davis Advisors, Inc., including Davis New York Venture Fund, under sole or shared discretionary authority granted to Davis Advisors. None of the Securities are owned by or on behalf of Davis Advisors and less than 0.5% of the Issuer's outstanding securities are owned by Davis Advisors partners and officers and officers of Davis New York Venture Fund, in aggregate. (d) During the last five years, none of Davis Advisors, Davis New York Venture Fund or any of the Principals has been convicted in any criminal proceeding. (e) During the last five years, none of Davis Advisors, Davis New York Venture Fund or any of the Principals has been a party to any civil or administrative proceeding that resulted in such person or entity being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Davis Advisors is a Colorado limited partnership; Davis New York Venture Fund is a Maryland corporation. The citizenship of each Principal is set forth in Schedule I. Item 3. Source and Amount of Funds or Other Consideration Item 3 shall be amended and restated as follows: The respective investment advisory clients of Davis Advisors used approximately $221,790,613 in the aggregate to purchase the Securities reported in this filing. All funds used to purchase Securities were assets of these respective clients and none were assets of Davis Advisors. In addition, none of the funds used to purchase the Securities were provided through borrowings of any nature. Item 4. Purpose of Transaction The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts over which Davis Advisors has either sole or shared discretionary dispositive or voting power. The Beneficial ownership on the part of Davis Advisors is expressly disclaimed, as permitted by Rule 13d-4. All purchases of Securities were made for investment purposes only and in the ordinary course of business of Davis Advisors as a registered investment advisor. Davis Advisors may, from time to time and at any time, purchase additional securities on behalf of clients in the future. Davis Advisors reserves the right to sell all or a part of the current holdings of the Securities from time to time and at any time. Davis Advisors is engaged in the business of investment management of its clients' assets and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its clients. In pursuing this investment philosophy, Davis Advisors analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussions with knowledgeable industry observers, and with management of such companies. Davis Advisors qualifies as an institution which may elect to file securities ownership reports required by the Securities Exchange Act of 1934 on Schedule 13G and, as a routine matter, Davis Advisors utilizes Schedule 13G for its reporting of the ownership positions held by its investment advisory clients. As the result of investment analysis or the occurrence of events, Davis Advisors may desire to participate in discussions with the particular portfolio company's management or with third parties about significant matters or possible courses of action to assist in building corporate intrinsic value per share or to cause the portfolio company's true economic value to be recognized. In such situations, Davis Advisors may elect to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be more active in corporate governance and management matters, and to have the ability to enter into discussions with third parties concerning proposed corporate transactions of a significant nature. On March 23, 2011 via an article published in a major newspaper, Davis Advisors announced that it will likely support the four canidates nominated to the Issuer's board of directors by existing shareholders. Davis Advisors may have additional conversations with the Issuer and/or third parties regarding opportunities to maximize the Issuer's value including any of the actions or transactions enumerated in clauses (a) through (j) of Item 4. Item 5. Interest In Securities Of The Issuer Item 5 shall be amended and restated as follows: (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 10,510,502 shares of the common stock of the Issuer, constituting approximately 5.5% of the Issuer's outstanding shares. Rider 6A ___________________________________________________________________ Common % of outstanding Shares Common Shares Held ___________________________________________________________________ Davis Advisors' Voting Authority Sole: 10,025,654 5.2% Shared: none 0.0% None: 484,848 0.3% Total 10,510,502 5.5% Davis Advisors' Dispositive Authority Sole: 10,510,502 5.5% Shared: none 0.0% Total 10,510,502 5.5% (b) Davis Advisors generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts. Shares held by Davis New York Venture Fund are reported in the "shared" category. (c) Please see Schedule II for purchase and sale transactions in the Securities during the past sixty days. (d) The investment advisory clients of Davis Advisors have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Davis Advisors does not have an economic interest in any of the Securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition with respect to Securities owned by discretionary private accounts of Davis Advisors are established in written investment advisory agreements between clients and Davis Advisors, which are entered into in the normal and usual course of the business of Davis Advisors as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Securities of the Issuer. The written investment advisory agreements with clients generally do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 6 of Schedule 13D other than voting of proxies. In connection with voting, Davis Advisors may be allowed or directed to vote the proxies received by client accounts. Item 7. Material to be Filed as an Exhibit Item 7 shall be amended and restated as follows: SIGNATURES 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: April 18, 2013 DAVIS SELECTED ADVISERS, L.P. By /s/ Thomas Tays _______________________________ Thomas Tays Vice President & Chief Legal Officer SCHEDULE I Information with Respect to Executive Officers and Directors The following information is disclosed for the general partner and each of the executive officers of Davis Advisors: name; business address; and present principal occupation or employment. Each individual identified below is a citizen of the United States. DAVIS SELECTED ADVISERS, L.P. General Partner: Davis Investments, LLC (a Delaware limited liability company) serves as Davis Selected Advisers, L.P.'s sole general partner. Davis Investments, LLC is wholly owned by Christopher Davis. Executive Officers Sole Member & Chairman Christopher C. Davis(1) President Andrew A. Davis(2) Chief Operating Officer Kenneth C. Eich(3) Chief Marketing Officer Russell O. Wiese(1) Vice President, Chief Financial Officer, Treasurer & Assistant Secretary Gary P. Tyc(3) Vice President, Chief Legal Officer, General Counsel, & Secretary Thomas D. Tays(3) Vice President & Chief Compliance Officer Sharra L. Haynes(3) Co-Chief Compliance Officer Anthony Frazia(1) Vice President & Information Technology Manager Sandra E. Duran(2) Vice President & Director of Fund Accounting Douglas A. Haines(3) Assistant Vice President Catherine A. Merlino(3) (1)Principal office 620 Fifth Avenue, 3rd Floor, New York, New York 10020 (2)Principal office 124 East Marcy Street, Santa Fe New Mexico 87501 (3)Principal office 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756 SCHEDULE II Securities transactions in the last 60 days. Purchases and sales by Davis Advisors were conducted in the open market in the ordinary course of business. Transaction Type Date # of Shares Price per Share (Net of commissions) Buy 02/19/2013 509 $34.65 Sold 02/19/2013 1,194 $34.67 Buy 02/20/2013 156 $35.03 Sold 02/20/2013 3,088 $34.86 Buy 02/21/2013 428 $34.25 Sold 02/21/2013 2,077 $34.33 Buy 02/22/2013 538 $34.69 Sold 02/22/2013 1,127 $34.57 Buy 02/25/2013 174 $34.50 Sold 02/25/2013 1,818 $34.48 Buy 02/26/2013 318 $34.53 Sold 02/26/2013 7,117 $34.45 Buy 02/27/2013 606 $34.77 Sold 02/27/2013 2,285 $34.72 Buy 02/28/2013 358 $34.48 Sold 02/28/2013 4,322 $34.56 Buy 03/01/2013 578 $34.53 Sold 03/01/2013 615 $34.55 Buy 03/04/2013 602 $34.44 Sold 03/04/2013 1,655 $34.47 Buy 03/05/2013 593 $34.88 Sold 03/05/2013 1,485 $34.90 Buy 03/06/2013 703 $34.99 Sold 03/06/2013 2,094 $34.99 Buy 03/07/2013 334 $34.82 Sold 03/07/2013 30,930 $34.73 Buy 03/08/2013 696 $34.78 Sold 03/08/2013 167,449 $34.78 Buy 03/11/2013 239 $35.37 Sold 03/11/2013 91,444 $35.16 Buy 03/12/2013 231 $36.03 Sold 03/12/2013 1,606 $36.04 Buy 03/13/2013 1,084 $36.33 Sold 03/13/2013 4,415 $36.16 Buy 03/14/2013 208 $36.49 Sold 03/14/2013 13,039 $36.43 Buy 03/15/2013 315 $36.31 Sold 03/15/2013 934 $36.28 Buy 03/18/2013 211 $36.08 Sold 03/18/2013 1,538 $36.28 Buy 03/19/2013 455 $36.34 Sold 03/19/2013 2,986 $36.29 Buy 03/20/2013 340 $36.35 Sold 03/20/2013 19,623 $36.25 Buy 03/21/2013 139 $35.77 Sold 03/21/2013 864 $35.67 Buy 03/22/2013 395 $35.69 Sold 03/22/2013 846 $35.60 Buy 03/25/2013 629 $35.63 Sold 03/25/2013 80,958 $35.64 Buy 03/26/2013 100 $35.81 Sold 03/26/2013 507,552 $35.62 Buy 03/27/2013 177 $35.64 Sold 03/27/2013 1,735 $35.61 Buy 03/28/2013 86 $35.94 Sold 03/28/2013 605 $35.87 Buy 04/01/2013 368 $36.04 Sold 04/01/2013 779 $36.03 Buy 04/02/2013 422 $36.36 Sold 04/02/2013 3,108 $36.45 Buy 04/03/2013 814 $35.98 Sold 04/03/2013 1,440 $36.00 Buy 04/04/2013 135 $36.57 Sold 04/04/2013 4,138 $36.64 Buy 04/05/2013 90 $36.12 Sold 04/05/2013 1,627 $36.09 Buy 04/08/2013 871 $36.23 Sold 04/08/2013 1,059 $36.24 Buy 04/09/2013 149 $36.50 Sold 04/09/2013 1,474 $36.45 Buy 04/10/2013 202 $36.83 Sold 04/10/2013 50,964 $36.65 Buy 04/11/2013 249 $37.46 Sold 04/11/2013 1,356 $37.47 Buy 04/12/2013 347 $37.04 Sold 04/12/2013 303,347 $37.09 Buy 04/15/2013 33 $36.83 Sold 04/15/2013 2,530 $36.79 Buy 04/16/2013 525 $36.69 Sold 04/16/2013 12,716 $36.95 Buy 04/17/2013 359 $36.34 Sold 04/17/2013 2,305 $36.31 Sold 04/18/2013 50,519 $36.47 DAVIS SELECTED ADVISERS, L.P. Schedule 13D Riders Rider 1A Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *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 all other provisions of the Act (however, see the Notes). Rider 6A Based upon 190,140,008 shares stated to be outstanding as of February 8, 2013 in the Issuer's Form 10_K filed with the Securities Exchange Commission on March 1, 2013.