As filed with the Securities and Exchange Commission on
November 28, 1994.
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Incorporated CINTAS CORPORATION I.R.S. Employer
Under the Laws 6800 CINTAS BOULEVARD Identification No.
of Washington CINCINNATI, OHIO 45262 31-1188630
(513) 459-1200
CINTAS PARTNERS' PLAN
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Agent for Service of Process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To Be Price Offering Registration
To Be Registered Registered Per Share Price Fee
Common Stock, 300,000* $34.75** $10,425,000** $3,595.00***
No par value* Shares
* This Registration Statement is filed for up to 300,000
shares of Common Stock issuable pursuant to the Cintas
Partners' Plan (the "Plan"). In addition, this Registration
Statement also covers an indeterminate amount of interests
offered or sold pursuant to the Plan.
** Estimated solely for purposes of calculating registration
fee.
*** Registration fee has been calculated pursuant to Rule 457(h)
based on the average of the high and low prices of the
Common Stock quoted on The NASDAQ Stock Market on
November 22, 1994 of $34.75 per share.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Cintas Corporation (the
"Company" or the "Registrant") with the Securities and Exchange
Commission are incorporated herein by reference and made a part
hereof:
1. The Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1994.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended August 31, 1994.
3. The description of the Company's Common Stock contained
in a Registration Statement on Form 8-A, SEC File No.
0-11399, registering the Company's Common Stock under
Section 12 of the Securities Exchange Act of 1934,
which describes the class of securities being
registered hereunder.
All reports and other documents subsequently filed by the
Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all Common Stock offered
has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the Common Stock offered hereby will be
passed upon for the Company by Keating, Muething & Klekamp, 1800
Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202.
Donald P. Klekamp, a Director of the Company, is a partner of
Keating, Muething & Klekamp. Attorneys of Keating, Muething &
Klekamp own 162,267 shares of the Company's Common Stock.
<PAGE>
Item 6. Indemnification of Directors and Officers
Washington Business Corporation Act, Section 23A.08.025,
allows indemnification by the Registrant to any person made or
threatened to be made a party to any proceedings, other than a
proceeding by or in the right of the Registrant, by reason of the
fact that he is or was a director, officer, employee or agent of
the Registrant, against expenses, including judgments and fines,
if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interests of the Registrant and,
with respect to criminal actions, in which he had no reasonable
cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of the
Registrant, except that no indemnification shall be made in
proceedings in which the person shall have been adjudged to be
liable to the Corporation. Indemnifications are to be made by a
majority vote of a quorum of disinterested directors or the
written opinion of independent counsel or by the shareholders.
Article V of the Registrant's By-Laws provides that
indemnification shall be extended to any of the persons described
above to the full extent permitted by the Washington Business
Corporation Act.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
See the Index to Exhibits included herewith at page 7.
Item 9. Undertakings
9.1 The undersigned Registrant hereby undertakes to file
during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (i) to
include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change to such information in the Registration
Statement; provided, however, that (i) and (ii) shall not apply
if the information required to be included in a post-effective
<PAGE>
amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
9.2 The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
9.3 The undersigned Registrant hereby undertakes to remove
from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
9.4 The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
9.5 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Cincinnati, Ohio, on November 28, 1994.
CINTAS CORPORATION
By:/s/Richard T. Farmer
Richard T. Farmer, Chairman
of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. The
persons whose names are marked with an asterisk (*) below hereby
designate Richard T. Farmer or Robert J. Kohlhepp as Attorney-In-
Fact to sign all amendments, including any post-effective
amendments, to this Registration Statement.
Signature Capacity Date
/s/Richard T. Farmer Chairman of the November 28, 1994
Richard T. Farmer Board and Chief
Executive Officer
(Principal Execu-
tive Officer)
/s/Robert J. Kohlhepp President, Secre- November 28, 1994
Robert J. Kohlhepp tary and Director
/s/Gerald V. Dirvin Director November 28, 1994
Gerald V. Dirvin*
/s/James J. Gardner Director November 28, 1994
James J. Gardner*
/s/Roger L. Howe Director November 28, 1994
Roger L. Howe*
Director November 28, 1994
<PAGE>
/s/John S. Lillard
John S. Lillard*
/s/Scott D. Farmer Vice President, November 28, 1994
Scott D. Farmer* Director
/s/David T. Jeanmougin Senior Vice Presi- November 28, 1994
David T. Jeanmougin dent-Finance (Prin-
cipal Financial
Officer and Princi-
pal Accounting
Officer)
EXHIBIT INDEX
Exhibit No. Description Page
4.1 Cintas Partners' Plan *
4.2 First Amendment to Cintas Filed herewith
Partners' Plan
4.3 Second Amendment to Cintas Filed herewith
Partners' Plan
4.4 Cintas Partners' Plan Trust Filed herewith
(The Fifth Third Bank)
4.5 First Amendment to Cintas Filed herewith
Partners' Plan Trust (The
Fifth Third Bank)
4.6 Cintas Partners' Plan Trust Filed herewith
(Scudder Trust Company)
5 Opinion of Keating, Muething Filed herewith
& Klekamp
23.1 Consent of Ernst & Young Filed herewith
23.2 Consent of Keating, Muething Included in
& Klekamp Exhibit 5
24 Power of Attorney (included Filed herewith
on signature page)
*Incorporated by reference to the Registrant's Form 10-
K for the fiscal year ended May 31, 1994.
215059.1
FIRST AMENDMENT TO THE CINTAS PARTNERS' PLAN
(Amended and Restated as of June 1, 1993)
THIS FIRST AMENDMENT, made and executed this _____ day of
____________, 1994, by CINTAS CORPORATION (hereinafter referred
to as the "Employer").
W I T N E S S E T H:
WHEREAS, the Employer adopted its Profit Sharing Plan
effective May 1, 1971 and its Employee Stock Ownership Plan
(ESOP) effective June 1, 1989. The Employer amended, restated
and consolidated the Profit Sharing Plan and ESOP into the Cintas
Profit Sharing and Employee Stock Ownership Plan (the "Prior
Plan") effective June 1, 1991. The Employer further amended and
restated the Prior Plan as the Cintas Partners' Plan to add a
401(k) feature effective June 1, 1993 (the "Plan");
WHEREAS, Article 12 of the Plan allows the Employer to
modify or amend the Plan in whole or in part; and
WHEREAS, the Employer desires to amend the Plan.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 10.2(a) of the Plan is deleted in its entirety.
In its placed, the following is substituted:
"(a) Upon a Separation of Service of a
Participant other than by reason of Retirement, Death
or Disability, the vested portion of the Participant's
Account shall be distributed as follows:
(1) If a Participant has reached the age of 55
years or has accumulated 15 Years of Service,
a distribution to the Participant may
commence as soon as practicable after the
last day of the Plan Year in which the
Participant incurs the Separation from
Service. If the vested portion of a
Participant's Account exceeds $3,500, the
Participant may defer distribution to a time
not later than his 65th birthday.
<PAGE>
(2) If a Participant has not reached the age of
55 or has not accumulated 15 Years of Service
at the time he incurs a Separation from
Service and if the vested value of the
Participant's account exceeds $3,500, (i)
distribution may commence as soon as prac-
ticable after the last day of the Plan Year
in which the earlier of the following occurs:
(A) the Participant has been Separated from
Service for 24 consecutive months following
the Separation of Service or (B) the Partici-
pant attains the age of 55 years or (ii) if
the vested portion of a Participant's Account
exceeds $3,500, the Participant may defer
distribution to a time not later than his
65th birthday.
(3) If the vested value of the Participant's
Account does not exceed $3,500 regardless of
the Participant's age or years of service,
distribution shall be made as soon as practi-
cable after the last day of the Plan Year in
which the Separation of Service occurs.
(4) Notwithstanding the above, if a Participant
has violated any employment agreements with
Cintas or an Affiliate, no distribution will
occur prior to the Participant attaining age
55."
2. The effective date of the First Amendment shall be
April 1, 1994.
IN WITNESS WHEREOF, the Employer has executed this FIRST
AMENDMENT and otherwise ratifies and approves in all other
respects its Plan as of the day and year first above written.
WITNESSES: CINTAS CORPORATION
BY:
ITS:
159065
SECOND AMENDMENT TO THE CINTAS PARTNERS' PLAN
(AMENDED AND RESTATED AS OF JUNE 1, 1993)
THIS SECOND AMENDMENT, made and executed this _________ day
of _________, 1994, by CINTAS CORPORATION (hereinafter referred
to as the "Employer").
W I T N E S S E T H:
WHEREAS, the Employer adopted its Profit Sharing Plan
effective May 1, 1971 and its Employee Stock Ownership Plan
("ESOP") effective June 1, 1989. The Employer amended, restated
and consolidated the Profit Sharing Plan and ESOP into the Cintas
Profit Sharing and Employee Stock Ownership Plan (the "Prior
Plan") effective June 1, 1991. The Employer further amended and
restated the Prior Plan as the Cintas Partners' Plan to add a
401(k) feature effective June 1, 1993 (the "Plan");
WHEREAS, the Corporation desires to permit Participants to
direct the investment of their Before-Tax Contribution, Matching
Contributions and 401(k) Rollover Contributions; and
WHEREAS, the Corporation maintains the Cintas Corporation
401(k) Savings Plan for Former Maryatt Employees (the "Maryatt
401(k) Plan") and desires to merge the Maryatt 401(k) Plan into
the Plan effective as of December 1, 1994;
WHEREAS, Article 12 of the Plan allows the Employer to
modify or amend the Plan in whole or in part; and
WHEREAS, the Employer desires to amend the Plan as herein
stated.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 2.1(b) of the Plan is amended by the addition
of a new sentence at the end thereof to immediately follow the
last sentence to read as follows:
Such Rollover Contributions shall be
designated by the Employee or Member as a
401(k) Rollover Contribution or as a Profit
Sharing Rollover Contribution at the time the
Rollover Contribution is made.
2. Article 2 of the Plan is amended by the addition of a
new Section 2.21A to immediately follow Section 2.21. Section
2.21A shall read as follows:
<PAGE>
2.21A "Early Retirement Age" means the date upon
which a Participant has attained the age of 55
years. Notwithstanding anything contained herein
to the contrary, this provision shall only apply
to Participants of the Plan who were participating
in the Cintas Corporation 401(k) Savings Plan for
Former Maryatt Employees (the "Maryatt 401(k)
Plan") prior to December 1, 1994.
3. Section 2.47 of the Plan is amended by the addition of
a new sentence at the end thereof to immediately follow the last
sentence to read as follows:
A Rollover Contribution shall be designated
by the Employee or Participant as a 401(k)
Rollover Contribution or as a Profit Sharing
Rollover Contribution at the time the
Rollover Contribution is made.
4. Section 2.51 of the Plan is deleted in its entirety.
In its place, the following is substituted:
2.51 "Trust Agreement" means any written
agreement between Cintas and any Trustee or
Trustees with respect to any portion of the
Plan.
5. Section 2.53 of the Plan is deleted in its entirety.
In its place, the following is substituted:
2.53 "Trust Fund" means all of the assets
that are held by any Trustee or Trustees
pursuant to any Trust Agreement.
6. Article 2 of the Plan is amended by the addition of a
new Section 2.33A to immediately follow Section 2.33. Section
2.33A shall read as follows:
2.33A "Investment Fund" means any Investment Fund
established by the Plan Administrator as an
investment media for the Trust Fund. The Plan
Administrator shall have the discretion to
establish and terminate such funds as it shall
deem appropriate.
7. Section 3.2 of the Plan is amended by providing that
Participants may make the election to have Before-Tax
Contributions made upon initial eligibility or thereafter as of
March 1, June 1, September 1, or December 1 of each Plan Year or
on such other dates as may be determined by the Plan
Administrator.
<PAGE>
8. Article 7 of the Plan is amended by the addition of a
new Section 7.8 immediately following Section 7.7 to read as
follows:
7.8 Investment of Contributions. Each
Participant may elect to have his Before-Tax
Contributions, Matching Contributions and 401(k)
Rollover Contributions invested in increments of
1% of the total in any one or more of the
Investment Funds. Each Participant may elect on
such dates as may be determined by the Plan
Administrator, to have the assets allocated to his
Before-Tax Contributions, Matching Contributions
and 401(k) Rollover Contributions Account in any
Investment Fund transferred to any one or more
other Investment Funds. Notwithstanding the
foregoing, the Plan Administrator may impose re-
strictions on transfers to and from any fund con-
sisting of a guaranteed income contract. Each
Participant may make the election described in the
preceding sentences in the manner determined by
the Plan Administrator upon becoming a
Participant. The elections and transfers de-
scribed may be changed on such dates as may be
determined by the Plan Administrator. The Plan
Administrator shall direct the Trustee to transfer
monies or other property from the appropriate
Investment Fund to the other Investment Fund as
may be necessary to carry out the aggregate
transfer transactions after the Plan Administrator
has caused the necessary entries to be made in the
Participants' Before-Tax Contributions, Matching
Contributions and 401(k) Rollover Contributions
Accounts in the Investment Funds, and has recon-
ciled offsetting transfer elections, in accordance
with the uniform rules therefore established by
the Plan Administrator. A Participant's Profit
Sharing Contributions, ESOP Contributions, Profit
sharing Rollover Contributions, Transfer
Contributions and After-Tax Contributions will be
invested as directed by the Plan Administrator.
9. Section 7.8 of the Plan entitled "Participant Directed
Investments" shall be renumbered as Section 7.9 and shall be
amended to be entitled "Participant Directed Investments After
Age 55."
10. Section 9.3 of the Plan is amended by the addition of a
new subsection (d) immediately following subsection (c) to read
as follows:
(d) Notwithstanding anything contained herein to
the contrary, the vesting percentage of a Partici-
pant who was a participant in the Cintas Corpora-
tion 401(k) Savings Plan for Former Maryatt
Employees (the "Maryatt 401(k) Plan") for all
contributions made to the Maryatt 401(k) Plan
prior to December 1, 1994 shall not be less than
100%. A Participant who was a participant in the
Maryatt 401(k) Plan as of December 1, 1994 and who
has at least three years of service with Cintas as
of December 1, 1994 may irrevocably elect to have
his vesting percentage for all future
contributions be fully vested and nonforfeitable
in lieu of the vesting schedule set forth in
subsection (b) above.
11. Section 12.1 of the Plan is amended by deleting the
last sentence thereof in its entirety and adding the following
sentence:
Any such amendment shall become effective as
of the date specified therein upon delivery
of a written instrument authorized by the
Board of Directors of Cintas and executed by
an officer of Cintas.
12. The effective date of this Second Amendment shall be
December 1, 1994 except where otherwise provided.
IN WITNESS WHEREOF, the Employer has executed this SECOND
AMENDMENT and otherwise ratifies and approves in all the respects
the Plan as of the day and year first above written.
WITNESSES: CINTAS CORPORATION
By:
Its:
213458
FIRST AMENDMENT TO THE CINTAS PARTNERS' PLAN
TRUST AGREEMENT
(AMENDED AND RESTATED AS OF JUNE 1, 1993)
THIS FIRST AMENDMENT, made and executed this _________ day
of ____________, 1994, by CINTAS CORPORATION (hereinafter
referred to as the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Cintas Partners' Plan
(the "Plan") to provide certain retirement benefits to its
Employees and to enable its Employees to acquire stock ownership
interest in the Company;
WHEREAS, the Company entered into a Trust Agreement with The
Fifth Third Bank (the "Trustee");
WHEREAS, Section 4.7 of the Trust allows the Company to
modify, alter or amend the Trust, in whole or in part, in
accordance with the expressed provisions of the Plan; and
WHEREAS, the Plan has been amended to provide for the
Participants to direct the investment of Before-Tax, Matching and
401(k) Rollover Contributions and the Company desires to amend
the Trust to permit such direction by Participants.
NOW, THEREFORE, the Trust is hereby amended as follows:
1. Section 2.1 of the Trust is deleted in its entirety.
In its place, the following is substituted:
2.1 Creation of Trust. Profit Sharing, ESOP,
Profit Sharing Rollover and Transfer
Contributions (referred to collectively as
the "Employer Contributions") shall be paid
to the Trustee from time to time in
accordance with the provisions of the Plan.
All Employer Contributions and all
investments thereof, together with all
accumulations, accruals, earnings and income
with respect thereto and amounts transferred
from other tax qualified plans, shall be held
by the Trustee in trust hereunder as the
Trust Fund. The Trust Fund shall be invested
by the Trustee pursuant to the provisions of
this Article 2. The Plan Administrator may
elect to permit Participant directed
investments of the Employer Contributions or
other contributions made to
<PAGE>
the Plan including Before-Tax, Matching and 401(k)
Rollover Contributions and may establish various
Investment Funds as investment options for the
Participants. In that event, the Plan
Administrator will direct the Trustee to invest
all contributions in the Investment Funds selected
by the Participants. The Trustee from time to
time, upon direction of the Plan Administrator,
shall transfer cash in such amounts as the Plan
Administrator may direct from any one of the
Investment Funds to any other of the Investment
Funds, as specified in the direction. The Trustee
shall not be responsible for the maintaining of
the records of Participants' Accounts under the
Plan, for the administration of the Plan or for
the computation of, or collection of, Employer
contributions. The Trustee shall hold, invest,
reinvest, manage, administer and distribute the
Trust Fund, as directed by the Committee and as
provided herein, for the exclusive benefit of
Participants (and their Beneficiaries).
2. Section 2.3 of the Trust is amended by deleting the
first sentence in its entirety and replacing it with the
following:
Profit Sharing Contributions, After-Tax
Contributions and Profit Sharing Rollover
Contributions, and all earnings thereon,
shall be invested and reinvested at the
discretion of the Trustee.
3. The effective date of this First Amendment shall be
December 1, 1994.
IN WITNESS WHEREOF, the Company has executed this FIRST
AMENDMENT and otherwise ratifies and approves in all other
respects the Trust as of the day and year first above written.
WITNESSES: CINTAS CORPORATION
_________________________ By: __________________________
_________________________ Its:__________________________
213449.1
CINTAS PARTNERS' PLAN TRUST AGREEMENT
THIS AGREEMENT, between CINTAS CORPORATION, a Washington
corporation (hereinafter referred to as the "Company"), and THE
FIFTH THIRD BANK (hereinafter referred to as the "Trustee") to be
effective as of June 1, 1993.
R E C I T A L S :
It is the policy of the Company to so finance and conduct
its operations as to provide certain retirement benefits to its
Employees and to enable its Employees to acquire stock ownership
interests in the Company. The Company previously adopted the
CINTAS CORPORATION PROFIT SHARING PLAN (the "Profit Sharing
Plan") and related Trust Agreement (the "Profit Sharing Trust")
effective as of May 1, 1971. The Company also adopted the CINTAS
CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP") and
related Trust Agreement (the "ESOP Trust") effective as of June
l, 1989. Effective June 1, 1991, the Profit Sharing Plan and
ESOP were amended, restated, and consolidated into the CINTAS
PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN (the "Prior
Plan") and the Company amended, restated, and consolidated the
Profit Sharing Trust and the ESOP Trust into the CINTAS PROFIT
SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN TRUST (the "Prior
Trust").
Effective June 1, 1993, the Company amended and restated the
Prior Plan into the Cintas Partners' Plan (the "Plan") to enable
employees who qualify as participants to make before-tax
contributions to the Plan. The Company hereby amends and
restates the Prior Trust into the CINTAS PARTNERS' PLAN TRUST
AGREEMENT.
<PAGE>
ARTICLE 1
DEFINITIONS
Capitalized terms not defined herein shall have the meaning
set forth in the Plan. Each gender includes the other, and the
singular includes the plural.
ARTICLE 2
TRUST FUNDS
2.1 Creation of Trust. Employer contributions shall be
paid to the Trustee from time to time in accordance with the
provisions of the Plan. All Employer contributions and all
investments thereof, together with all accumulations, accruals,
earnings and income with respect thereto and amounts transferred
from other tax-qualified plans, shall be held by the Trustee in
trust hereunder as the Trust Fund. The Trust Fund shall be
invested by the Trustee pursuant to the provisions of this
Article 2. The Trustee shall not be responsible for the
maintaining of the records of Participants' Accounts under the
Plan, for the administration of the Plan or for the computation
of, or collection of, Employer contributions. The Trustee shall
hold, invest, reinvest, manage, administer and distribute the
Trust Fund, as directed by the Committee and as provided herein,
for the exclusive benefit of Participants (and their
Beneficiaries).
<PAGE>
2.2 Investment of ESOP Contributions.
(a) As directed by the Committee, the Trustee shall
invest and reinvest the ESOP Contributions, and all earnings
thereon, primarily in Stock, in accordance with the terms of
the Plan and this Agreement. The Trustee may invest and hold
up to 100% of the ESOP Contributions in Stock, if so
directed by the Committee. Subject to Article 7 of the
Plan, the Trustee may dispose of Stock only if so
specifically directed in writing by the Committee with the
approval of the Company's Board of Directors.
(b) As directed by the Committee, the Trustee may also
invest ESOP Contributions not invested in Stock in various
deposit accounts offered by any bank (including the Trustee)
or savings and loan association or invest in other
securities or investments desirable for the Trust; or such
assets may be held temporarily in cash.
(c) In addition to any other investments proper under
the Trust, the Trustee shall, after receiving written direc-
tion from the Committee, from time to time invest all or any
part of the ESOP Contributions not invested in Stock in one
or more group trusts or collective investment funds now
existing or hereafter established (including, without
limitation, funds now or hereafter established by the
Trustee) that contemplate the commingling for investment
purposes of the assets of the Trust with trust assets of
other employee benefit plans (as defined in ERISA) that are
qualified under Section 401(a) of
<PAGE>
the Code and established by other businesses, institutions
and organizations. The provisions of the declaration of
trust creating any group trust or collective investment fund
in which all or any part of the Trust Fund is invested, as
in force and effect at the time of the investment and as
thereafter amended, are hereby adopted and made a part
hereof, and any part of the Trust Fund so invested shall be
subject to all of the provisions, as in effect at the time
of the investment and as thereafter amended, of any declara-
tion of trust creating any group trust or collective
investment fund. The Trustee shall, after receiving written
approval from the Committee, from time to time withdraw from
the group trust or collective investment fund all or any
part of the Trust Fund as the Trustee may deem advisable.
(d) The Committee shall assume the responsibility and
liability for the prudence of investments directed by it
under this Section 2.2. The Committee may delegate to the
Trustee the responsibility for investing ESOP Contributions
that are not invested in Stock. Any such delegation shall
be in writing and shall be subject to the written consent of
the Trustee.
(e) In the event that the Trustee is directed to
dispose of any Stock held as an asset of the Trust Fund
under circumstances that require registration or
qualification of the securities under applicable federal or
state securities laws, then the Company, at its own expense,
will take, or cause to
<PAGE>
be taken, any and all such actions as may be necessary or
appropriate to effect such registration or qualification.
(f) Notwithstanding any other provision of this Agree-
ment or the Plan, whenever the Trustee is subject to
direction from the Committee, it shall be subject only to
proper written directions of the Committee that are made in
accordance with the provisions of this Agreement and the
Plan and that are not contrary to Title I of ERISA.
2.3 Investment of Other Contributions. Profit Sharing
Contributions, Before-Tax Contributions, Matching Contributions,
After-Tax Contributions, Rollover Contributions, and all earnings
thereon shall be invested and reinvested at the discretion of the
Trustee. Such investments and reinvestments may include, but not
be limited to the following: any type of security, including but
not necessarily limited to common stocks or preferred stocks;
open-end or closed-end mutual funds; corporate bonds, debentures,
convertible debentures; commercial paper; bankers' acceptances
and certificates of deposit; U.S. Treasury bills, notes and
bonds; improved or unimproved real estate located in the United
States; participation in any common trust fund or commingled fund
for the investment of qualified pension and profit sharing plan
assets which may be established and maintained from time to time
by a bank, which fund or funds are hereby adopted and made a part
of the Plan of which this Trust is a part. In addition to those
powers set forth above, the Trustee shall have the power to
invest and reinvest the Trust Fund and shall serve as "Investment
Manager" of
<PAGE>
the Plan as provided in ERISA, but subject to the written
direction of the Committee on the naming of another such
Investment Manager in writing pursuant to Section 2.4.
2.4 Named Fiduciaries. The Employer identifies the Trustee
and the Committee as "Named Fiduciaries." The Committee shall
have the sole and exclusive responsibility (other than that
herein specifically conferred upon the Trustee) for establishing
and carrying out the funding policy an the methods of funding as
set forth in the Plan, this Trust Agreement and the rules and
regulations if any, adopted by the Committee, all of which shall
be consistent with ERISA and all regulations promulgated
thereunder. The Committee shall have the sole discretion to
allocate and to delegate by written communications directed to
the Employer and the Trustee, any or all of its fiduciary
responsibilities, to a person designated by it. An Investment
Manager may be named by the Committee as provided in ERISA
Section 402(c)(3) without necessity of an amendment to the Trust
Agreement after prior written notice to the Employer and all
Named Fiduciaries. By executing this Trust Agreement, each Named
Fiduciary specifically consents to begin a Named Fiduciary within
the meaning of ERISA.
ARTICLE 3
TRUSTEE'S POWERS AND DUTIES
3.1 Trustee's Powers. Subject to the provisions of
Article 2 hereof, and except as otherwise provided in the Plan,
the Trustee shall have full power to do all such acts, take all
such
<PAGE>
proceedings and exercise all such rights and privileges, whether
herein specifically referred to or not, as could be done, taken
or exercised by the absolute owner thereof, including, but
without in any way limiting or impairing the generality of the
foregoing, the following powers and authority with respect to the
assets of the Trust Fund:
(a) To retain the same for such period of time as the
Trustee in its sole discretion shall deem prudent;
(b) To sell the same, either at public or private
sale, at such time or times and on such terms and conditions
as the Trustee shall deem prudent;
(c) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation,
the security of which is held in the Trust, and to pay any
and all calls and assessments imposed upon the owners of
such securities as a condition of their participating there-
in. In connection therewith, to consent to any contract,
lease, mortgage, purchase or sale of property, by or between
such corporation and any other corporation or person;
(d) To exercise or dispose of any right the Trustee
may have as holder of any security to convert the same into
another or other securities, or to acquire any additional
security or securities, to make any payments, to exchange
any security or to do any other act with reference thereto
which the Trustee may deem prudent;
<PAGE>
(e) To deposit any security with any protective or
reorganization committee, and to delegate to such committee
such power and authority with relation thereto as the Trust-
ee may deem prudent, and to agree to pay and to pay out of
the Trust such portion of the expenses and compensation of
such committee as the Trustee may deem proper;
(f) To renew or extend the time of payment of any
obligation due or becoming due;
(g) To grant options to purchase any property;
(h) To compromise, arbitrate or otherwise adjust to
settle claims in favor of or against the Trust, and to
deliver or accept in either total or partial satisfaction of
any indebtedness or other obligation any property, and to
continue to hold same for such period of time as the Trustee
may deem appropriate;
(i) To exchange any property for other property upon
such terms and conditions as the Trustee may deem proper,
and to give and receive money to effect equality in price;
(j) To execute and deliver any proxies or powers of
attorney to such person or persons as the Trustee may deem
proper, granting to such person such power and authority
with relation to any property or securities at any time held
for the Trust as the Trustee may deem proper;
(k) To foreclose any obligation by judicial proceed-
ings or otherwise;
<PAGE>
(l) To sue or defend in connection with any and all
securities or property at any time received or held for the
Trust, all costs and attorneys' fees in connection therewith
to be charged against the Trust;
(m) To manage any real property in the same manner as
if the Trustee were the absolute owner thereof;
(n) To borrow money, with or without giving security
as permitted by Section 4975 of the Code;
(o) To cause any securities held for the Trust to be
registered and to carry any such securities in the name of a
nominee or nominees;
(p) To hold such portion of the Trust as the Trustee
may deem necessary for the ordinary administration of the
Trust and disbursement of funds as directed in Section 3.2
in cash, without liability for interest, by depositing the
same in any bank, including the Trustee bank, subject to the
rules and regulations governing such deposits, and without
regard to the amount of any such deposits;
(q) To invest in life insurance contracts on the lives
of key employees of the Employer, payable on death to the
Trustee as beneficiary. (Such insurance contracts shall be
vested exclusively in the Trustee for the benefit of the
Trust as a whole and shall not be distributed in kind to a
Participant in satisfaction of any interest he may have in
the Trust Fund);
<PAGE>
(r) To buy, sell, and deal in options as writer of
call options against securities, stocks, convertible pre-
ferred stocks, convertible bonds and warrants, which are
owned by the Trust, to repurchase written call options in a
closing transaction, to deliver the securities for cash if
the option is exercised, to buy put options for securities,
stocks, convertible preferred stocks, convertible bonds and
warrants, which are owned by the Trust, to resell put op-
tions in a closing transaction and to deliver the securities
for cash if the option is exercised;
(s) To cause all or any funds of the Trust to be
invested and reinvested through the medium of any common,
collective or commingled trust fund now or hereafter esta-
blished and maintained by the Trustee, including, but not
limited to, any such common, collective or commingled trust
fund which is qualified under Section 401(a) of the Code.
To the extent of the participation of the Trust Fund in any
such common, collective or commingled trust fund, such
common collective or commingled trust fund is hereby adopted
and made a part of the Plan of which this Trust is a part,
and any funds of this Trust invested in any of such common,
collective or commingled trust funds shall be subject to all
the provisions thereof, as the same may be amended from time
to time;
(t) To vote in person or by proxy (but subject to
Section 3.1(a) if applicable), any stocks, bonds or other
securities held hereunder;
<PAGE>
(u) To employ or consult with such legal counsel,
accountants, brokers, custodians and other agents as it
shall deem advisable and to deposit any or all of the Trust
Fund with any such agent to be held by it for the Trustee
upon such terms and conditions as the agent and Trustee
agree and to pay reasonable expenses and compensation for
all of such services.
3.2 Nominees; Security Depositories. The Trustee may
register any Stock or other property held by it as assets of the
Trust Fund hereunder in its own name or in the name of its
nominees in book entry form, with or without the addition of
words indicating that such securities are held in a fiduciary
capacity, and may hold any securities in bearer form; but the
books and records of the Trustee shall at all times reflect that
all such investments are part of the Trust. Securities of the
Trust Fund deposited with the Trustee shall be held by it, or,
except with respect to Stock, in the sole discretion of the
Trustee may be placed in a registered security depository.
3.3 Records. The Trustee shall keep accurate and detailed
accounts of all investments, receipts and disbursements and other
transactions of the Trust, and all accounts, books and records
relating thereto shall be open to inspection by any person
designated by the Committee or the Company at all reasonable
times. The Trustee shall maintain such records, make such
computations and perform such ministerial acts as agreed to by
the Committee and the Trustee from time to time.
<PAGE>
3.4 Reports. Within a reasonable period of time after the
close of each Plan Year or following the removal or resignation
of the Trustee, and as of any other date specified by the
Committee, the Trustee shall file a report with the Committee.
This report shall (i) show all purchases, sales, receipts,
disbursements and other transactions effected by the Trustee
during the year or period for which the report is filed,
(ii) contain an exact description, the cost as shown on the
Trustee's books and the fair market value, as of the end of such
period, of every asset held in the Trust and (iii) set forth the
amount and nature, as of the end of such period, of each
liability of the Trust.
3.5 Distributions. The Trustee shall make distributions
from the Trust to the person entitled thereto under the Plan at
such times and in such amounts of Stock or cash as the Committee
directs in writing. Any undistributed portion of a Participant's
Account under the Plan shall be retained in the Trust until the
Committee directs its distribution. If distribution is directed
in Stock, the Committee shall cause the Company to issue an
appropriate stock certificate to the person entitled thereto, to
be delivered to such person by the Committee. Any cash
distribution shall be made by the Trustee's furnishing its check
to the Committee for delivery to the Participant (or
Beneficiary).
<PAGE>
ARTICLE 4
MISCELLANEOUS
4.1 Trustee Compensation. The Trustee shall be entitled to
receive reasonable compensation for its services as Trustee
hereunder at the rate provided for in its Schedule of Fees, if
any, from time to time in force and effect. Employer shall pay
to the Trustee reasonable compensation for its services as
Trustee hereunder at the rate provided for in its Schedule of
Fees from time to time in effect. The Trustee shall have a lien
on the Trust Fund for such compensation and for any reasonable
expenses, including attorneys' fees, and the same may be with-
drawn from the Trust Fund if not paid within a reasonable time by
the Employer. No compensation (other than reasonable expenses)
shall be paid to a Trustee who is a full time employee of the
Employer.
4.2 Non-Alienation or Assignment. None of the benefits
under the Plan are subject to the claims of creditors of Parti-
cipants, or of retired Participants, or of disabled Participants
or their Beneficiaries, and will not be subject to attachment,
garnishment, or any other legal process whatsoever. Neither a
Participant, a retired Participant, a disabled Participant nor
his Beneficiaries may assign, sell, borrow on, or otherwise
encumber any of his beneficial interest in the Plan and Trust
Fund, nor shall any such benefits be in any manner liable for or
subject to the deeds, contracts, liabilities, engagements or
torts of any Participant, retired Participant, disabled Partici-
pant, or Beneficiary who shall become bankrupt or attempt to
anticipate, sell, alienate, transfer,
<PAGE>
pledge, assign, encumber or charge any benefit specifically
provided for herein.
4.3 Impossibility of Diversion. Anything herein to the
contrary notwithstanding, it shall be impossible by operation of
the Plan or of the Trust, by natural termination of either, by
power of revocation or amendment, by the happening of any contin-
gency, by collateral arrangement, upon the complete discon-
tinuance of contributions under the Plan or by any other means,
for any part of the corpus or income of the Trust Fund maintained
pursuant to the Plan, or any funds contributed thereto to be used
for, or diverted to, purposes other than the exclusive benefit of
Participants, former Participants or their Beneficiaries.
4.4 Signatures. All communications required hereunder from
the Company or the Committee to the Trustee shall be in writing
signed by an officer of the Company or a member of the Committee
authorized to sign on its behalf. The Committee shall authorize
one or more of its members to sign on its behalf all
communications required hereunder between the Committee and the
Trustee. The Company shall at all times keep the Trustee advised
of the names and specimen signatures of all members of the
Committee and the individuals authorized to sign on behalf of the
Committee. The Trustee shall be fully protected in relying on any
such communication and shall not be required to verify the
accuracy or validity thereof unless it has reasonable grounds to
doubt the authenticity of any signature. If, after request, the
Trustee does not receive instructions from the Committee on any
matter on which instructions
<PAGE>
are required hereunder, the Trustee shall act or refrain from
acting as it may determine.
4.5 Expenses. The reasonable expenses incurred by the
Trustee in the performance of its duties, and all other proper
administrative costs of the Plan and Trust, shall be charged to
and paid from the Trust Fund unless paid by the Company. The
Trustee shall be entitled to such reasonable compensation for its
services as shall be agreed to between the Company and the
Trustee.
4.6 Liability of Trustee. The Trustee shall not be liable
for any loss to or diminution in value of Stock held as assets of
the Trust Fund or for any action it takes or refrains from taking
in accordance with proper directions of the Committee. The
Company shall indemnify and hold harmless the Trustee, to the
extent permitted by law, against any and all claims, loss,
damages or expenses including legal fees and other expenses of
litigation and liability arising from any action or failure to
act, except for such liability or expense as may result by reason
of the Trustee's own negligence, willful misconduct or bad faith.
The Trustee shall not be required to pay interest on any portion
of the Trust Fund that is held uninvested at the direction of the
Committee.
4.7 Amendment and Termination. The Company (through its
Board of Directors) shall have the right at any time, by an
instrument in writing, duly executed and delivered to the
Trustee, to modify, alter or amend this Agreement, in whole or in
part, and to terminate the Plan and Trust, in accordance with the
express provisions of the Plan. In no event, however, shall the
duties,
<PAGE>
powers or liabilities of the Trustee hereunder be changed without
its prior written consent.
4.8 Resignation or Removal of Trustee. The Trustee may
resign at any time upon sixty (60) days' written notice to the
Company. The Trustee may be removed at any time by the Company
upon written notice to the Trustee. Upon resignation or removal
of the Trustee, the Company's Board of Directors shall appoint a
successor trustee or trustees. The successor trustee shall have
the same powers and duties as are conferred upon the Trustee
hereunder. In the event of the replacement of the Trustee by a
successor trustee, the Trustee shall assign, transfer and pay
over to such successor trustee all of the assets of the Trust,
net of any fees and expenses not paid by the Company, together
with such records or copies thereof as may be necessary to the
successor trustee.
4.9 Acceptance. The Trustee hereby accepts this Trust and
agrees to hold the initial assets of the Trust Fund, and all
additions and accretions thereto, subject to all the terms and
conditions of the Plan and this Agreement. In no event that any
provision of this Agreement shall be held illegal or invalid for
any reason, the illegality or invalidity thereof shall not affect
the remaining provisions of this Agreement, but shall be fully
severable, and the Agreement shall be construed and enforced as
if the illegal or invalid provision had never been inserted
herein.
<PAGE>
4.10 Choice of Law. This Agreement shall be administered,
construed and enforced according to the laws of the State of Ohio
(without regard to its principles of conflict of laws) and the
laws of the United States of America (to the extent that they
preempt State law or are otherwise applicable).
This Agreement shall be known as the "CINTAS PARTNERS' PLAN
TRUST AGREEMENT."
IN WITNESS WHEREOF, the parties hereto have hereunto set
their hands as of the day and year first above written.
WITNESSES: CINTAS CORPORATION
BY:
ITS:
THE FIFTH THIRD BANK
BY:
ITS:
25090
<PAGE>
CINTAS PARTNERS'
PLAN TRUST AGREEMENT
(Amended and Restated as of June 1, 1993)
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . 2
ARTICLE 2 TRUST FUNDS . . . . . . . . . . . . . . . . . . . 2
2.1 Creation of Trust . . . . . . . . . . . . . . . . 2
2.2 Investment of ESOP Contributions . . . . . . . . . 3
2.3 Investment of Other Contributions . . . . . . . . 5
2.4 Named Fiduciaries . . . . . . . . . . . . . . . . 6
3.1 Trustee's Powers . . . . . . . . . . . . . . . . . 6
3.2 Nominees; Security Depositories . . . . . . . . . 11
3.3 Records . . . . . . . . . . . . . . . . . . . . . 11
3.4 Reports . . . . . . . . . . . . . . . . . . . . . 12
3.5 Distributions . . . . . . . . . . . . . . . . . . 12
ARTICLE 4 MISCELLANEOUS . . . . . . . . . . . . . . . . . . 13
4.1 Trustee Compensation . . . . . . . . . . . . . . . 13
4.2 Non-Alienation or Assignment . . . . . . . . . . . 13
4.3 Impossibility of Diversion . . . . . . . . . . . . 14
4.4 Signatures . . . . . . . . . . . . . . . . . . . . 14
4.5 Expenses . . . . . . . . . . . . . . . . . . . . . 15
4.6 Liability of Trustee . . . . . . . . . . . . . . . 15
4.7 Amendment and Termination . . . . . . . . . . . . 15
4.8 Resignation or Removal of Trustee . . . . . . . . 16
4.9 Acceptance . . . . . . . . . . . . . . . . . . . . 16
4.10 Choice of Law . . . . . . . . . . . . . . . . . . 17
TRUST AGREEMENT
This Trust Fund Agreement is made by and between Cintas
Corporation, having its principal place of business in
Cincinnati, Ohio (the "Employer"), and SCUDDER TRUST COMPANY,
having its principal place of business in Salem, New Hampshire,
(the "Trustee").
WHEREAS, the Employer has established a retirement plan, the
Cintas Partners' Plan (the "Plan") for its employees pursuant to
Internal Revenue Code, (the "Code"), Section 401(a);
WHEREAS, Scudder Trust Company has accepted its appointment
as Trustee for this Plan;
WHEREAS, a Plan Administrator has been appointed to
administer the Plan (the "Plan Administrator"); and
WHEREAS, under the Plan, funds to be invested in the Trust
will be contributed to the Trustee, which funds will constitute a
Trust Fund to be held for the exclusive benefit of the
participants in the Plan or their beneficiaries, including
payment of certain expenses.
NOW, THEREFORE, in consideration of these premises and of
the mutual covenants contained in this document, the Employer
agrees as follows:
1. Trust Fund.
The Trustee shall open and maintain a Trust Fund for the
Plan. The assets of the Trust Fund may be segregated into
individual accounts or pooled as specified by the Employer
pursuant to the
<PAGE>
Plan. In no event may any segregation of assets require their
physical separation.
All contributions to the Trust Fund, any assets into which
such contributions shall be invested or reinvested, any transfers
to the Trust Fund, and any earnings on the assets into which
contributions or transfers are reinvested, shall be referred to
in this Trust Fund Agreement as the "Trust Fund."
The assets of the Trust Fund shall be held for the exclusive
benefit of employees or former employees of the Employer, or
their beneficiaries, or for the payment of expenses of
administering the Plan.
Any assets in the Trust Fund may be registered in the name
of the Trustee or any suitable nominee designated by the Trustee.
The Trust Fund shall be administered separately from any
other plan of the Employer and any other Trust of the Plan and
shall not include any assets of any other plan of the Employer
unless those assets are transferred pursuant to the Plan from
another plan by an employee of the Employer.
2. Investment of the Trust Fund.
(a) The Trust Fund shall be solely invested and reinvested
pursuant to the Plan and the Trustee shall have no
investment discretion regarding any assets of the Plan.
In no case without the consent of the Trustee, which
consent shall not be unreasonably withheld, will the
Trust Fund be invested in assets other than investment
<PAGE>
companies managed by Scudder, Stevens & Clark, Inc.,
the Scudder Managed GIC Trust, the Scudder Managed
Retirement Trust, the Scudder Stock Index Fund, or
Employer Stock.
(b) The Trustee shall have full power and authority to
invest and reinvest in any property specified in the
instructions communicated by the Plan Administrator to
the Trustee. The Plan Administrator and the Trustee
may also adopt procedures permitting Participants to
convey their investment instructions directly to the
Trustee.
(c) The Trustee may invest in one or more collective
investment trusts (including, without limitation, any
such trusts administered by the Trustee or any
affiliate of the Trustee) organized for the collective
investment of assets of employee pension or profit
sharing trusts, as long as each such collective
investment trust constitutes a qualified trust under
the applicable provisions of the Code, and while any
portion of the Trust is so invested, such collective
investment trusts shall constitute part of the Plan,
and the instrument creating such trusts shall
constitute part of this Trust Fund Agreement.
(d) The Trustee may rely conclusively on any investment
instructions communicated to the Trustee by the Plan
Administrator (or any other party authorized to make
investment decisions under the Plan) and shall have no
<PAGE>
responsibility to see that the investment instructions
comply with the terms of the Plan. However, if the
Trustee receives any instructions from the Plan
Administrator or any other party with investment
discretion that appear to the Trustee in its sole
discretion to be incomplete or unclear, the Trustee
shall not be required to act on such instructions and
may hold uninvested any assets of the Plan without
liability until suitable instructions are received.
(e) If the investment instructions are incomplete or
unclear, the Trustee must notify the Plan Administrator
within three business days.
(f) In the absence of proper investment direction, the
Trustee shall not be liable for interest or market loss
on any cash balances maintained in the Trust Fund.
3. Contributions.
(a) All contributions to the Trust Fund shall be in cash
unless the Trustee agrees otherwise. In such a case,
the Trustee shall be under no duty to accept
contributions in any other form unless pursuant to
prior and specific written consent by the Trustee.
(b) Whenever the Employer makes a contribution on behalf of
a participant, the Plan Administrator shall ascertain
that the participant or other party with investment
discretion has received a copy of the current
prospectus
<PAGE>
relating to the shares of any outside Investment
Company in which such contribution is to be invested,
plus, where required by any state or federal law, the
current prospectus relating to any other outside
investment in which contributions may be invested.
(c) The Trustee shall not receive a contribution on behalf
of a participant unless forwarded to the Trustee by the
Plan Administrator.
(d) If contributions and investment instructions are to be
sent by mechanical means, it shall be the
responsibility of the Plan Administrator to determine
in advance that such means are acceptable to the
Trustee. In the absence of such advance notice, any
incompatible transmission shall be considered an
incomplete or unclear instruction to the Trustee under
Section 2(d) of this Agreement.
(e) The Trustee shall have no responsibility for
determining that contributions submitted by the Plan
Administrator comply with the terms of the Plan.
4. Distributions.
(a) The Trustee shall make, or cause to be made,
distributions from the Trust Fund as the Plan
Administrator authorizes in writing, or any other means
acceptable to the Trustee. Such authorization shall be
deemed to be a representation from the Plan
Administrator that:
<PAGE>
(i) the distribution is for the exclusive benefit of
the Participants or former Participants of the
Plan or their beneficiaries;
(ii) the distribution is made pursuant to the terms of
the Plan and that the participant has received any
notices or other necessary document(s) pursuant to
the requirements of the Plan or any applicable
law; or
(iii) the distribution is for the payment of
reasonable and necessary expenses of
administering the Plan.
(b) At the Trustee's option, the Trustee may make
distributions from the Trust Fund to the Plan
Administrator, or another party, who acts as payor for
the Plan.
(c) The Plan Administrator shall maintain the files of
beneficiary designations, unless the Trustee agrees to
maintain such files.
(d) The Trustee shall not be liable for determining the
propriety of any distribution made upon an order of the
Plan Administrator which complies with subsection (a)
of this section.
<PAGE>
5. The Plan Administrator.
(a) The Employer shall be the Plan Administrator, unless
the Employer designates another person or persons.
(b) The Plan shall be administered by the Plan
Administrator as provided for in the Plan, and the
Trustee shall have no duties with respect to the
administration of the Plan.
(c) The Plan Administrator shall furnish the Trustee with
certificates naming the person or persons authorized to
give instructions on behalf of the Plan Administrator,
and provide specimens of their signatures. All
requests, directions, requisitions for money and
instructions by the Plan Administrator to the Trustee
shall be in writing (or any other means acceptable to
the Trustee) and signed by such person or persons as
the Plan Administrator may designate from time to time.
Such orders may be standing requests, directions,
requisitions, or instructions but they shall be
contingent upon the Trustee's determination that they
are administratively feasible.
(d) The Plan Administrator shall keep custody of
beneficiary forms.
6. The Employer.
(a) Any pertinent vote or resolution of the Board of
Directors of the Employer shall be certified to the
Trustee over the signature of the Secretary or an
<PAGE>
Assistant Secretary of the Employer and under the
Employer's corporate seal.
(b) Notwithstanding anything to the contrary in this
Document, if the Plan is properly terminated according
to the original Plan's terms and conditions after the
Employer receives a determination letter from the
Director of the Internal Revenue Service stating that
the Plan initially fails to qualify under Section
401(a) of the Internal Revenue Code, the Employer
reserves the right to direct the Trustee by an action
of the Employer's Board of Directors to transfer the
Trust Fund to the Employer, subject to claims against
the Trust Fund for administrative expenses. The
Employer shall direct the Trustee to transfer to the
employees the portion of the Trust Fund the Plan
requires to be transferred to employees on account of
their contributions. The Trustee shall not be
responsible for the Trust Fund after the distribution
pursuant to the Employer's direction. If such
termination ceases to be possible, this section shall
be of no further force or effect.
7. The Trustee.
(a) The Trustee shall keep accurate and detailed accounts
of all investments, receipts and disbursements and
other transactions, and all books and records relating
to these transactions shall be open at all reasonable
times to
<PAGE>
inspection and audit by any person or persons the Plan
Administrator or the Employer designates.
(i) The Trustee shall keep the accounts pooled or
individually segregated, as the Plan Administrator
may direct pursuant to the Plan. The Trustee
shall provide any report required under this
Agreement on an account by account basis as the
accounts have been established pursuant to the
direction of the Plan Administrator.
(ii) Unless the Trustee and Plan Administrator agree
otherwise in writing, for purposes of calculating
gain or loss and recording contributions, the
Trustee shall provide account records on a
periodic basis to the Plan Administrator or such
person as the Plan Administrator may delegate in
writing.
(iii) Participant loan records shall be maintained
and reported in a manner agreed upon in
writing by the Employer and the Trustee. In
no event shall any participant loan notes be
held by the Trustee.
(b) The Trustee shall have no duty to take any action other
than as specified in this Agreement, unless the Plan
Administrator or, in the case of investment decisions,
<PAGE>
any other party authorized to make investment
decisions, furnishes the Trustee with instructions in
the proper form, and the instructions have been
specifically agreed to by the Trustee. In addition,
the Trustee shall have no duty to defend or engage in
any suit unless the Trustee has first agreed to do so
in writing and has been fully indemnified to its
satisfaction.
(c) The Trustee may conclusively rely upon and shall be
protected in acting in good faith upon any written
representation or order or other form of communication
acceptable to the Trustee, from the Plan Administrator,
or, in the case of investment decisions, any other
party authorized to make investment decisions, or any
other notice, request, consent, certificate or other
instrument or paper which the Trustee believes to be
genuine and properly executed, or any instrument or
paper if the Trustee believes the signatures on the
instrument or paper to be genuine.
(d) The Trustee shall have no investment responsibility.
(e) The Trustee shall have no responsibility to ensure that
the Plan is, or continues to be a qualified plan, and
the Employer agrees to indemnify the Trustee for any
estate or income taxes which may be due if the plan is
ever disqualified.
<PAGE>
(f) The Trustee shall deliver, or cause to be executed and
delivered, to the Plan Administrator or to such
individual(s) designated by the Administrator all
notices, prospectuses, financial statements, proxies
and proxy soliciting materials received by the Trustee
relating to securities held by the Trust. If the
materials are to be delivered to the Administrator, and
the Administrator is not entitled to make investment
decisions under the Plan, the Administrator shall
deliver these to the individual(s) entitled to make
investment decisions under the Plan. The Trustee shall
vote any securities held by the Trustee in accordance
with the written instructions of the individual(s)
entitled to make decisions under the Plan. Such
instructions shall be delivered to the Trustee by the
Administrator, or such other person(s) designated by
the Administrator. If, however, the Trustee has not
received instructions for voting the securities before
two full business days prior to the meeting at which
the securities are to be voted, the Trustee shall not
vote the securities unless they are shares of an
Investment Company sponsored by Scudder, Stevens &
Clark, Inc. or its successor, in which case, the
Trustee shall be entitled to vote the shares of such an
Investment Company. The Trustee shall vote either in
person or by proxy, for or against each proposal, or
<PAGE>
abstain from voting on each proposal, in the same
proportion as all other shares of the Investment
Company vote or abstain from voting at the shareholder
meeting. However, the Trustee is not required to vote
particular shares of such Investment Company if all of
the shares of the Investment Company to which the
Trustee has not received instructions are voted in the
aggregate in the same proportion as all other shares of
the Investment Company vote or abstain from voting.
Notwithstanding the foregoing, in order for the Trustee
to vote shares of an Investment Company without
instructions from the person or persons entitled to
make investment decisions, the Trustee must receive an
opinion from its counsel that voting shares of an
Investment Company without instructions and in the
manner set forth above is not contrary to the
provisions of the Employee Retirement Income Security
Act and its rules and regulations. The Trustee shall
not be obligated to seek such counsel.
(g) The Trustee shall have no responsibility for preparing
or filing any reports required under Section 13 of the
Securities Act of 1934, or for preparing and filing any
other documents in connection with employer securities.
(h) The Trustee may employ legal counsel (who may be
counsel for the Employer), and shall be fully protected
in acting
<PAGE>
or refraining from acting upon such counsel's advice in
respect to any legal questions.
(i) The Trustee shall be entitled to be reimbursed for its
reasonable expenses and shall be entitled to reasonable
compensation for its services as provided for in the
Schedule A attached to this Agreement. All reasonable
administrative expenses incurred by the Trustee in the
performances of its duties, including fees for legal
services provided to the Trustee, shall be paid by the
Employer within a reasonable time as specified by the
Trustee, or may be equitably apportioned among the
accounts at the Employer's option.
(j) Any corporation into which the Trustee may be merged or
with which it may be consolidated, or any corporation
resulting from any merger, reorganization or
consolidation to which such Trustee may be a party,
shall be the successor of the Trustee, without the
necessity of any appointment or other action, provided
it does not resign and is not removed.
(k) The Trustee shall appoint a Custodian to hold in
custody any stock of the Employer purchased pursuant to
the provisions of the plan.
8. Limitation of Trustee's Liability: Indemnification.
Nothing in this Trust Fund Agreement or the Plan of which it
is a part shall relieve any person from liability for any
<PAGE>
responsibility under Part 4 of Title 1 of the Employee
Retirement Income Security Act (ERISA). Subject to ERISA,
the Trustee shall have no liability under the Plan, except
as may arise from its negligence or willful misconduct. In
any event, the Employer shall fully indemnify the Trustee
and save it harmless from any liability except that
resulting from the Trustee's negligence or willful
misconduct.
9. Resignation or Removal of Trustee.
(a) Any Trustee may resign at any time upon sixty (60)
days' written notice to the Employer, and the Employer
may remove any Trustee at any time upon sixty (60)
days' written notice to the Trustee; provided, however,
that the parties may waive such notice by written
instrument.
(b) If any Trustee shall resign, be removed or for any
other reason cease to be Trustee, the Employer shall
appoint a successor Trustee or Trustees to whom the
Trustee shall promptly deliver all of the assets of the
Trust Fund less any unpaid fees or expenses. If no
such successor Trustee is appointed, the Trustee may
deliver the assets of the Trust Fund less any unpaid
fees or expenses to the Employer as successor Trustee.
(c) Subject to the provisions in a) and b) above, any
resignation or removal of the Trustee or appointment of
a new Trustee shall be by written instrument and shall
become effective on the date specified in the
instrument.
<PAGE>
Any successor Trustee shall have the same powers and
duties as the succeeded Trustee, subject to any changes
as the Employer may then determine.
(d) The appointment of any successor Trustee or Trustees
shall immediately vest title to the assets of the Trust
Fund in the successor Trustee or Trustees without any
separate instrument or conveyance. However, upon
request of the successor Trustee or Trustees, the
Employer and Trustee who ceases to act as Trustee shall
execute and deliver any instruments of conveyance and
any further assurances, and do anything else reasonably
required to fully vest and confirm in the successor
Trustee or Trustees all the rights, title and interest
of the retiring Trustee in the Trust Fund.
10. Amendment or Termination.
(a) Pursuant to the Plan, the Employer and the Trustee
reserve the right to amend any or all of the provisions
of this Agreement upon mutual agreement. The Employer
and Trustee may also amend any or all of the provisions
of this Agreement at any time by written notice
delivered to the other party, provided that no
amendment which affects the rights, duties or
responsibilities of the Trustee may be made without the
Trustee's consent. Such amendment shall be deemed
accepted by the other party unless the other party
objects in writing to the
<PAGE>
amendment within 30 days of receiving notice of such
amendment. No amendment shall authorize or permit any
part of the corpus or income of the Trust Fund to be
used for or diverted to purposes other than for the
exclusive benefit of the plan participants, their
beneficiaries, spouses and contingent annuitants,
before all liabilities relating to these individuals
have been satisfied. Any amendment shall be effective
upon delivery to and consent by the other party subject
to the 30 day rule applicable to unilateral amendments
above, unless a different effective date is
specifically stated in the amendment. Any amendment
may be made retroactively.
The Employer also reserves the right to terminate this
Agreement at any time by written notice to the Trustee.
(b) Upon certification by the Employer that the Plan has
been terminated and that the Trust Fund or part of the
Trust Fund is to be distributed in accordance with the
termination provisions of the Plan, the Trustee shall
pay the distributions from the Trust Fund as the Plan
Administrator directs. The distributions will be made
either directly to the persons entitled to receive them
or to the Plan Administrator for distribution, provided
the Plan Administrator certifies to the Trustee that
all distributions are payable under the Plan to
participants or their beneficiaries, or for
administrative expenses of
<PAGE>
the Plan or for other payments in accordance with the
Plan provisions.
11. Taxes.
(a) The Trustee may assume that any taxes assessed on or in
respect of the Trust Fund are lawfully assessed unless
the Plan Administrator advises the Trustee in writing
that in the opinion of the Employer's counsel, such
taxes are not lawfully assessed. In the event that the
Plan Administrator advises the Trustee of the disputed
assessment, the Trustee, if the Plan Administrator
requests and suitable provisions for the Trustee's
indemnity have been made, shall contest the validity of
such taxes in any manner deemed appropriate by the Plan
Administrator or the Employer's counsel. The word
"taxes" in this section shall be deemed to include any
interest or penalties that may be levied or imposed on
any taxes assessed.
(b) Any taxes of any kind whatsoever, including transfer
taxes incurred, levied, or assessed in connection with
the investment or reinvestment of the assets of the
Trust Fund, shall, if allocable to the accounts of
specific participants, be charged to such accounts. If
not so allocable, they shall be equitably apportioned
among all the participants' accounts.
<PAGE>
12. Enforcement of Provisions.
To the extent permitted by applicable law, the Employer or
the Plan Administrator shall have the exclusive right to
enforce any and all provisions of this Agreement on behalf
of all employees or former employees of the Employer, their
beneficiaries, or other persons having or claiming to have
an interest in the Trust Fund or under the Plan. In any
action or proceeding affecting the Trust Fund (or any
property constituting a part of all thereof), the
administration of the Trust Fund, or instructions to the
Trustee under this Agreement, the Employer, the Plan
Administrator and the Trustee shall be the only necessary
parties. They shall be exclusively entitled to any notice
of process of any action or proceeding; however, any
judgment that may be entered in such action or proceeding
shall be binding and conclusive on all persons having or
claiming to have any interest in the Trust Fund or under the
Plan.
13. Governing Law.
To the extent state law is applicable, this instrument shall
be governed by and interpreted under the laws of the State
of New Hampshire.
14. Acceptance.
The Trustee accepts the Trust Fund.
<PAGE>
15. Signatures.
IN WITNESS WHEREOF, the Parties have caused this Trust Fund
Agreement, which shall be effective September 30, 1994, to be
executed by their respective officers.
ATTEST:
CINTAS CORPORATION
Employer
By:_______________________________________________
Title:____________________________________________
Date:_____________________________________________
ATTEST:
SCUDDER TRUST COMPANY
By:_______________________________________________
Title:____________________________________________
Date:_____________________________________________
<PAGE>
SCHEDULE A
Scudder Trust Company
Agreement for Trustee Services
Scudder Trust Company and the Employer designated below agree
that Scudder Trust Company will act as Trustee under a separately
executed Trust Document for the Trust of the Retirement Plan
designated below, subject to the following fee arrangement:
The annual Trustee fee for the Plan will be two basis points
of the first $30 million of plan assets other than the
Employer Stock, with a minimum of $3,000.00 and a maximum of
$10,000, plus ten basis points of the plan assets invested
in Employer Stock.
The Trustee Fee is an addition to the COMPASS fees. Fees for any
additional services will be quoted upon request.
Name of Plan: Cintas Partner's Plan
Effective Date of Trust Agreement: September 30, 1994
AGREED:
CINTAS CORPORATION SCUDDER TRUST COMPANY
By:__________________________ By:________________________
Title:_______________________ Title:_____________________
Date:________________________ Date:______________________
<PAGE>
TRUST AGREEMENT
BETWEEN
SCUDDER TRUST COMPANY
AND
CINTAS CORPORATION
<PAGE>
TABLE OF CONTENTS
Page
1. Trust Fund. . . . . . . . . . . . . . . . . . . . . . . 1
2. Investment of the Trust Fund. . . . . . . . . . . . . . 2
3. Contributions. . . . . . . . . . . . . . . . . . . . . . 4
4. Distributions. . . . . . . . . . . . . . . . . . . . . . 5
5. The Plan Administrator. . . . . . . . . . . . . . . . . 7
6. The Employer. . . . . . . . . . . . . . . . . . . . . . 7
8. Limitation of Trustee's Liability: Indemnification. . . 13
9. Resignation or Removal of Trustee. . . . . . . . . . . . 14
10. Amendment or Termination. . . . . . . . . . . . . . . . 15
11. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 17
12. Enforcement of Provisions. . . . . . . . . . . . . . . . 18
13. Governing Law. . . . . . . . . . . . . . . . . . . . . . 18
14. Acceptance. . . . . . . . . . . . . . . . . . . . . . . 18
15. Signatures. . . . . . . . . . . . . . . . . . . . . . . 19
217063.1
FACSIMILE (513) 579-6957
November 28, 1994
Direct Dial: (513) 579-6411
Cintas Corporation
6800 Cintas Boulevard
P. O. Box 625737
Cincinnati, Ohio 45262-5737
Gentlemen:
We serve as your general counsel and are familiar with your
Articles of Incorporation, Bylaws and corporate proceedings
generally. We have reviewed the corporate records as to the
establishment of your Partners' Plan which calls for the issuance
of shares of Common Stock to employees of the Company. Based
solely upon such examination and considerations, we are of the
opinion:
1. That Cintas Corporation is a duly organized and validly
existing corporation under the laws of Washington; and
2. That the Corporation has taken all necessary and
required corporate actions in connection with the proposed
issuance of up to 300,000 shares of Common Stock pursuant to the
Partners' Plan and the Common Stock, when issued and delivered,
will be validly issued, fully paid and non-assessable shares of
Common Stock of the Corporation free of any claim of pre-emptive
rights.
We hereby consent to be named in the Registration Statement
and the Prospectus part thereof as the attorneys who have passed
upon legal matters in connection with the issuance of the afore-
said Common Stock and to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
KEATING, MUETHING & KLEKAMP
By: \s\ Gary P. Kreider
Gary P. Kreider
rjh
217184.1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Cintas Partner's Plan of Cintas Corporation
of our report dated July 15, 1994, with respect to the consolidated financial
statements of Cintas Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended May 31, 1994 and the related
financial statement schedules included therein, filed with the Securities
and Exchange Commission
\s\ Ernst & Young LLP
Ernst & Young LLP
Cincinnati, Ohio
November 28, 1994
