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File No. 333-10529
Filed Pursuant to Rule 424(b)(3)
CINTAS CORPORATION
114,723 shares of Common Stock
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This Prospectus relates to 114,723 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 T. C. Harlin, W. W. Billington and Max Barker (collec-
tively the "Selling Securityholders") who acquired the shares in
connection with an acquisition by Cintas of Uniform Rental
Service, Inc., a corporation owned by the Selling
Securityholders.
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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 pri-
vately-negotiated transactions. See "Plan of Distribution."
Cintas' Common Stock is traded in The Nasdaq National Market
System under the symbol "CTAS".
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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.
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The date of this Prospectus is September 11, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (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, 450 Fifth Street N.W., Washington, D.C. 20549 and at
the Regional Offices of the Commission at 7 World Trade Center,
Suite 1300, New York, New York; and at Northwestern Atrium, 500
West Madison Street, Suite 1400, Chicago, Illinois. Copies of
such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at the address set forth
above. In addition, material filed by the Company can be ob-
tained and inspected at the offices of the Nasdaq Stock Market,
Inc., 9513 Key West Avenue, Rockville, Maryland, 20850, on which
the Company's Common Stock is quoted. The Company files its
reports, proxy statements and other information with the Commis-
sion electronically, and the Commission maintains a Web site
located at http://www.sec.gov containing such reports, proxy
statements and other information.
This Prospectus constitutes a part of a Registration State-
ment on Form S-3 (Number 333-10529) 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 Commis-
sion. Each such statement is qualified in its entirety by such
reference.
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,
1996 including Annual Report to Shareholders for the fiscal
year ended May 31, 1996.
(2) The description of the Company's Common Stock contained in
the Registration Statement on Form 8-A (File No. 0-11399)
under the Securities Exchange Act of 1934.
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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 INCORPO-
RATES) ARE AVAILABLE UPON WRITTEN OR ORAL 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 imple-
menting corporate identity uniform programs. The Company concen-
trates 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 1996. The balance of the Company's revenues are derived
from custom uniform sales and sales of related items. The Company
provides rental products and services through a network of 118
uniform rental locations and sells uniforms to national customers
through distribution centers located in Cincinnati, Ohio, Reno,
Nevada and Montgomery, Alabama. 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 acquisi-
tions 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 intends to continue to
expand, through both internal growth, including the establishment
of operations in new geographic areas, and by continuing its
acquisition program.
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.
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SELLING SECURITYHOLDERS
The shares being sold in this offering are being sold by the
Selling Securityholders, T. C. Harlin, W. W. Billington and Max
Barker. These individuals own 114,723 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 July 31, 1996, Uniform Rental Service, Inc., a Louisiana
corporation ("Uniform Rental"), was acquired by Cintas through
the merger of Uniform Rental with a Cintas subsidiary. In the
merger, the Selling Securityholders received the 114,723 shares
of Cintas Common Stock described in this offering in exchange for
their shares of Uniform Rental 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 transac-
tions, privately-negotiated transactions or through sales to one
or more broker/dealers for resale of such securities as princi-
pals, 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, Cincin-
nati, Ohio, of which Donald P. Klekamp, a Director of the Compa-
ny, is a partner. Members of that firm beneficially own 148,052
shares of Cintas Common Stock.
EXPERTS
The consolidated financial statements of Cintas Corporation
incorporated by reference in Cintas Corporation's Annual Report
(Form 10-K) for the year ended May 31, 1996, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated
herein by reference in reliance upon such report, given upon the
authority of such firm as experts in accounting and auditing.
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 informa-
tion 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.
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