As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. 333-22857
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act Of 1933
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CINTAS CORPORATION
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(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
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(Address, including zip code, and telephone number,
including area code, of registrants principal
executive offices)
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Mark A. Weiss, Esq.
Keating, Muething & Klekamp
18th Floor, Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
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(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. [ ]
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
550,064 shares of Common Stock
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This Prospectus relates to 550,064 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 Mr. A. Newth Morris III,
Trustee under three (3) separate Irrevocable Grantor Retained Annuity Trust
Agreements of Larry E. Hayes as Settlor f/b/o Nicole Marie Hayes, Melissa Rene
Hayes and Jessica Lynn Hayes, each dated November 27, 1996 (collectively the
"Trusts") and Goldstar Realty Limited Partnership ("Goldstar," and with the
Trusts, the "Selling Securityholders") each of which acquired the shares in
connection with an acquisition by Cintas of American First Aid Company,
corporation owned by the Trusts ("American First Aid") and in a related
transaction in which real estate owned by Goldstar was also acquired by Cintas.
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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
privately-negotiated transactions. See "Plan of Distribution." The Cintas Common
Stock is traded on The National Market System of The Nasdaq Stock Market under
the symbol "CTAS." On April 16, 1997, the closing sales price of the Cintas
Common Stock was $54.13.
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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 April _, 1997.
<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 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 333-22857) 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) Quarterly Reports on Form 10-Q for the quarters ended August 31, 1996,
November 30, 1996 and February 28, 1997.
(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 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
uniform rental operations in new geographic areas, and by continuing its
acquisition program.
American First Aid is engaged in the business of the sale and
distribution of first aid and medical supplies to businesses. This is a new
business for Cintas.
<PAGE>
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.
SELLING SECURITYHOLDERS
The shares being sold pursuant to this Prospectus are being sold by the
Selling Securityholders, which are trusts established by Larry E. Hayes and a
real estate limited partnership controlled by Mr. Hayes through his ownership
and control of Goldstar's corporate general partner. Mr. Hayes was the founder
of American First Aid Company and President of American First Aid Company at the
time of its sale. The Trusts own 514,598 shares of Cintas Common Stock and
Goldstar owns 35,466 shares of Cintas Common Stock, all of which are being
offered for sale hereby.
On February 12, 1997, American First Aid Company, a Maryland
corporation, was acquired by Cintas through the merger of American First Aid
Company with a Cintas subsidiary with American First Aid being the surviving
entity of the merger. In the merger, the Trusts received the 514,598 shares of
Cintas Common Stock described in this Prospectus in exchange for their shares of
the outstanding capital stock of American First Aid and a related entity,
American Retail Industries, Inc. which was also merged into American First Aid,
and Goldstar received 35,466 shares of the Cintas Common Stock described in this
Prospectus in consideration for its transfer of real estate owned by Goldstar
and utilized by American First Aid.
Name Shares Being Offered* Shares After Offering
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Grantor Retained Annuity 171,533 0
Trust of Larry E. Hayes
f/b/o Nicole Marie Hayes
Grantor Retained Annuity 171,533 0
Trust of Larry E. Hayes
f/b/o Melissa Rene Hayes
Grantor Retained Annuity 171,532 0
Trust of Larry E. Hayes
f/b/o Jessica Lynn Hayes
Goldstar Realty Limited 35,466 0
Partnership
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*Each Selling Securityholder owns of record less than 0.1% of the outstanding
Cintas Common Stock.
<PAGE>
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 certain
expenses, including 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 156,967 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
<PAGE>
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.............................................$ 8,856.00
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.......................................................$ 13,556.00
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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 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.
<PAGE>
ITEM 16. EXHIBITS.
Exhibit No. Description
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* 5 Opinion re: Legality
23.1 Consent of Independent
Auditors
* 23.2 Consent of Counsel
(Contained in Exhibit 5)
* 24 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 (the "Act") may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions 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 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.
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 arising after
the effective date of the 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 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
<PAGE>
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 Exchange
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-effective 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 securi ties 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, on April 16, 1997.
CINTAS CORPORATION
BY: /s/Robert J. Kohlhepp
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Robert J. Kohlhepp, 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.
Signature Title Date
- ------------------------------- -------------------------- -------------
- -------------------------------- Chairman of the Board April __, 1997
*Richard T. Farmer of Directors
/s/ Robert J. Kohlhepp
- -------------------------------- President, Chief Executive April 16, 1997
Robert J. Kohlhepp Officer and Director
(Principal Executive
Officer)
-------------------------------- Director April __, 1997
Roger L. Howe
-------------------------------- Director April __, 1997
John S. Lillard
-------------------------------- Director April __, 1997
*James J. Gardner
Director April __, 1997
- --------------------------------
*Donald P. Klekamp
<PAGE>
- --------------------------------
Gerald V. Dirvin Director April __, 1997
- -------------------------------- Director April __, 1997
*Scott D. Farmer
/s/ William C. Gale
- -------------------------------- Vice President of Finance April 16, 1997
William C. Gale (Principal Financial
Officer and Principal
Accounting Officer)
*BY: /s/ William C. Gale Attorney-in-Fact April 16, 1997
----------------------------
William C. Gale
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 333-22857) and related Prospectus of
Cintas Corporation for the registration of 550,064 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 schedule included therein, filed with
the Securities and Exchange Commission.
ERNST & YOUNG LLP
Cincinnati, Ohio
April 16, 1997
