FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 33-85376
PROSPECTUS
CINTAS CORPORATION
218,159 shares of Common Stock
This Prospectus relates to 218,159 shares of Common
Stock, without par value of Cintas Corporation, a Washington
corporation ("Cintas" or the "Company"). The shares are being
offered for sale by Rental Uniform Service of Statesville,
Inc., J. Neal Blackwelder Ruth M. Blackwelder (collectively
the "Selling Securityholders") who acquired the shares in
connection with an acquisition by Cintas of Sunshine Uniform
Service, Inc., a corporation owned by the Selling
Securityholders.
The Common Stock may be offered to the public from time
to time by the Selling Securityholders. See "The Selling
Securityholders". The Company will receive none of the
proceeds from the sale of the Common Stock by the Selling
Securityholders but will pay certain of the expenses of this
offering. The Selling Securityholders will bear certain costs
of this offering, including the commissions and discounts of
any underwriters, dealers and agents and the legal expenses of
the Selling Securityholders. The Common Stock may be sold
directly or through underwriters, dealers or agents in market
transactions or privately-negotiated transactions. See "Plan
of Distribution". Cintas' Common Stock is traded in The Nasdaq
Stock Market/National Market System under the symbol "CTAS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 18, 1994.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission") under file No. 0-11399.
Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549
and at the Regional Offices of the Commission at 75 Park
Place, 14th Floor, New York, New York 10007; and at
Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be
obtained at prescribed rates from the Public Reference Section
of the Commission, 450 Fifth Street N.W., Washington, D.C.
20549.
This Prospectus constitutes a part of a Registration
Statement on Form S-3 (Number 33-85376) filed by the Company
with the Commission under the Securities Act of 1933. This
Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the
Registration Statement and to the exhibits relating thereto
for further information with respect to the Company and the
shares offered hereby. Any statements contained herein
concerning the provisions of any documents are not necessarily
complete, and, in each instance, reference is made to such
copy filed as an exhibit to the Registration Statement or
otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
FINANCIAL REPORTS
The Company furnishes its shareholders with annual
reports containing audited financial statements and with
quarterly reports for the first three quarters of each year
containing unaudited interim financial information.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated into this Prospectus by reference:
(1) Annual Report on Form 10-K for the fiscal year ended
May 31, 1994 including Annual Report to Shareholders
for the fiscal year ended May 31, 1994.
(2) Quarterly Report on Form 10-Q for the quarter ended
August 31, 1994.
(3) Registration Statement on Form 8-A, SEC File No. 0-
11399, registering the Company's Common Stock under
Section 12 of the Exchange Act, which describes the
class of securities being registered hereunder.
<PAGE>
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date of this Prospectus and prior to the termination
of the offering of the shares offered hereby, shall be deemed
to be incorporated by reference into this Prospectus and to be
part hereof.
Statements contained in the documents incorporated by
reference shall be deemed to be modified and superseded to the
extent that statements contained herein modify or supersede
such statements.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE
DOCUMENTS (NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS
INCORPORATED BY REFERENCE UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION
THAT THE PROSPECTUS INCORPORATES) ARE AVAILABLE UPON REQUEST,
WITHOUT CHARGE, FROM DAVID T. JEANMOUGIN, SENIOR VICE
PRESIDENT OF THE COMPANY, 6800 CINTAS BOULEVARD, CINCINNATI,
OHIO 45262, PHONE (513) 459-1200.
THE COMPANY
Cintas is a leader in the uniform rental and sales
business and has particular expertise in designing, planning
and implementing corporate identity uniform programs. The
Company concentrates on uniform rental services and custom
uniform sales. Revenues received from uniform rental services
and non-uniform rental items, including dust mops, entrance
mats and wiping cloths, accounted for approximately 89% of
Cintas' revenues for fiscal 1994. The balance of the
Company's revenues are derived from custom uniform sales. The
Company provides rental products and services through a
network of 100 uniform rental locations and sells uniforms to
national customers through distribution centers located in
Cincinnati and Reno, Nevada. At its four manufacturing
facilities the Company manufactures a substantial portion of
the uniform trousers and uniform shirts supplied to its
customers.
During the past five years, Cintas has made several
acquisitions of rental operations which significantly affected
the Company's revenues and net income. These acquisitions
were completed using cash, seller-financing, Cintas Common
Stock or a combination of these methods. The Company recently
acquired Sunshine Uniform Service, Inc., an Arkansas
corporation ("Sunshine Uniform") on October 3, 1994. Sunshine
Uniform operates facilities and services the Memphis,
Tennessee and Little Rock, Arkansas markets. See "The Selling
Securityholders". The Company intends to continue to expand,
through both internal growth, including the establishment of
operations in new geographic areas, and by continuing its
acquisition program.
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Cintas was incorporated under the laws of the State of
Washington in 1986 and is the successor to a business begun in
1929. Its executive offices are located at 6800 Cintas
Boulevard, Cincinnati, Ohio 45262; telephone number (513) 459-
1200.
THE SELLING SECURITYHOLDERS
The shares being sold in this offering are being sold by
the Selling Securityholders. These shareholders own, in the
aggregate, 218,159 shares of Cintas Common Stock, all of
which are being offered for sale hereby. The Selling
Securityholders own no other shares of Cintas Common Stock and
if all shares offered hereby are sold, they will own no Cintas
Common Stock upon the completion of this offering.
On October 3, 1994, Sunshine Uniform was acquired by
Cintas through the merger of Sunshine Uniform with a Cintas
subsidiary. In the merger the Selling Securityholders received
the 218,159 shares of Cintas Common Stock described in this
offering in exchange for their shares of Sunshine Uniform
Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the shares
being sold in this offering.
PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time directly
by the Selling Securityholders. Alternatively, the Selling
Securityholders may from time to time offer the Common Stock
through underwriters, dealers or agents. The distribution of
the Common Stock by the Selling Securityholders may be
effected from time to time in one or more transactions that
may take place on the over-the-counter market including
ordinary broker's transactions, privately-negotiated
transactions or through sales to one or more broker/dealers
for resale of such securities as principals, at market prices
prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Usual and
customary or specifically negotiated brokerage fees or
commissions may be paid by these holders in connection with
such sales.
The Company will pay certain expenses incident to the
offering and sale of the Common Stock to the public. The
Company will not pay for, among other expenses, commissions
and discounts of underwriters, dealers or agents or the fees
and expenses of counsel for the Selling Securityholders.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be
passed upon for Cintas by Keating, Muething & Klekamp,
Cincinnati, Ohio, of which Donald P. Klekamp, a Director of
the Company, is a partner. Members of that firm beneficially
own 162,567 shares of Cintas Common Stock.
MISCELLANEOUS
No person is authorized to give any information or to
make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or
made, such information or representations must not be relied
upon as having been authorized. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to
buy any securities other than the registered securities to
which it relates or an offer to sell or a solicitation of an
offer to buy such securities in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in
such jurisdiction. Neither the delivery of this Prospectus nor
any sale hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of
Cintas since the date hereof or that the information herein is
correct as of any time subsequent to its date.
