Registration No. 333-29821
filed pursuant to Rule 424(b)(3)
CINTAS CORPORATION
19,810 shares of Common Stock
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This Prospectus relates to 19,810 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 Jane Shawber and Greg
Shawber (collectively, the "Selling Shareholders") who acquired the shares in
connection with an acquisition by Cintas of J & G Cleanroom Laundry, Inc., a
corporation owned by the Selling Shareholders.
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The Common Stock may be offered to the public from time to time by the
Selling Shareholders. See "The Selling Shareholders." The Company will receive
none of the proceeds from the sale of the Common Stock by the Selling
Shareholders but will pay certain of the expenses of this offering. The Selling
Shareholders 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 Shareholders. The Common Stock may be sold directly or through
underwriters, dealers or agents in market transactions or privately-negotiated
transactions. See "Plan of Distribution." The Cintas Common Stock is traded in
the Nasdaq National Market under the symbol "CTAS." On July 28, 1997, the
closing sales price of the Cintas Common Stock was $70-5/8.
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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 July 29, 1997.
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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 obtained 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 Commission
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 Statement on Form
S-3 (Number 333-29821) 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
complete in all material respects, 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.
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.
(2) Form 10-K/A filed with the Commission on May 1, 1997.
(3) Quarterly Reports on Form 10-Q for the quarters ended August 31, 1996,
November 30, 1996 and February 28, 1997.
(4) 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.
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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
INCORPORATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM
DAVID T. JEANMOUGIN, SENIOR VICE PRESIDENT AND SECRETARY 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 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
129 uniform rental locations and sells uniforms to national customers through
distribution centers located in Cincinnati, Ohio, Reno, Nevada and Montgomery,
Alabama. At its four garment 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
uniform 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 SHAREHOLDERS
The shares offered pursuant to this Prospectus are being sold by Jane
Shawber and Greg Shawber, who own 19,612 and 198 shares of Cintas Common Stock,
respectively, all of which are being offered for sale hereby. The Selling
Shareholders 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 June 2, 1997, J & G Cleanroom Laundry, Inc. was acquired by Cintas
through the merger of J & G Cleanroom Laundry, Inc. into a wholly-owned
subsidiary of Cintas. In the merger, the Selling Shareholders received the
19,810 shares of Cintas Common Stock described in this Prospectus in exchange
for their shares of J & G Cleanroom Laundry, Inc. capital 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
Shareholders. Alternatively, the Selling Shareholders may from time to time
offer the Common Stock through underwriters, dealers or agents. The distribution
of the Common Stock by the Selling Shareholders 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 Shareholders.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
Cintas by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, of which Donald
P. Klekamp, a Director of the Company, is a partner. Members of that firm
beneficially own 153,967 shares of Cintas Common Stock.
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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 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.
