<PAGE>
As filed with the Securities and Exchange Commission on
September 9, 1996
Registration No. 333-10529
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
_____________________________________
CINTAS CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
Incorporated under the laws of Washington I.R.S. Employer I.D.
No. 31-1188630
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
______________________________________
Gary P. Kreider, Esq.
Keating, Muething & Klekamp
18th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of the proposed sale to the
public: From time to time after the effective date of the
Registration Statement pending market conditions.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check
the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
_______________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
*Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), shall determine.
<PAGE>
CINTAS CORPORATION
114,723 shares of Common Stock
_______________________________
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.
________________________________
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".
____________________________
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 September ___, 1996.
<PAGE>
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.
<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 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a list of estimated expenses in connection
with the issuance and distribution of the securities being
registered, with the exception of underwriting discounts and
commissions:
Registration Fee . . . . . . . . . . . . $2,013.00
Printing costs . . . . . . . . . . . . . 500.00
Legal fees and expenses . . . . . . . . 3,000.00
Accounting fees and expenses . . . . . . 1,000.00
Blue sky fees and expenses . . . . . . . 100.00
Miscellaneous . . . . . . . . . . . . . 100.00
_________
Total . . . . . . . . . . . . . . . . . $6,713.00
_________
_________
All of the above expenses other than the Registration fee
are estimates. All of the above expenses will be borne by Cintas
pursuant to agreement upon issuance of the Common Stock offered
in this Registration Statement.
Item 15. 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 provi-
sions apply to actions brought by or in the right of the Regis-
trant, except that no indemnification shall be made in proceed-
ings 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 indemni-
fication shall be extended to any of the persons described above
to the full extent permitted by the Washington Business Corpora-
tion Act.
<PAGE>
Item 16. Exhibits.
Exhibit No. Description
*5 Opinion re: Legality
24.1 Consent of Independent Auditors
*24.2 Consent of Counsel (Contained in
Exhibit 5)
*25 Power of Attorney (Contained on
Page II-4)
_______________________
* Previously filed
Item 17. Undertakings.
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 provi-
sions set forth in Item 15 hereof, 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 Regis-
trant in the successful defense of any action, suit or proceed-
ing) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Regis-
trant 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 indemnifica-
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) 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 aris-
ing after the effective date of the Registration State
<PAGE>
ment (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(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 paragraphs (i) and (ii) do not apply if
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Ex-
change Act of 1934 that are incorporated by reference in the
registration statement.
(2) 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 the time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from Registration by means of a post-effec-
tive amendment any of the securities being registered which
remain unsold at the termination of the offering.
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 offering therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<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-3 and has duly caused this Amendment to Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on Septem-
ber 9, 1996.
CINTAS CORPORATION
BY: Robert J. Kohlhepp
___________________________
Robert J. Kohlhepp,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the September __, 1996
______________________ Board of Directors
Richard T. Farmer
Robert J. Kohlhepp President, Chief September 9, 1996
_____________________ Executive Officer
Robert J. Kohlhepp and Director
(Principal
Executive Officer)
______________________ Director September __, 1996
Roger L. Howe
*_____________________ Director September __, 1996
John S. Lillard
______________________ Director September __, 1996
James J. Gardner
*______________________ Director September __, 1996
Donald P. Klekamp
_____________________ Director September __, 1996
Gerald V. Dirvin
*____________________ Director September __, 1996
Scott D. Farmer
William C. Gale Senior Vice September 9, 1996
_____________________ President of
William C. Gale Finance (Principal
Financial Officer
and Principal
Accounting
Officer)
*By: William C. Gale
__________________ Attorney-in-Fact September 9, 1996
William C. Gale
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related
Prospectus of Cintas Corporation for the registration of 114,723 shares
of its common stock and to the incorporation by reference therein of our
report dated July 8, 1996, with respect to the consolidated financial
statements of Cintas Corporation incorporated by reference in its Annual
Report on Form 10-K for the year ended May 31, 1996 and the related
financial statement schedule included therein, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
September 6, 1996
