Registration 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 and certain members of their families and charitable
entities to whom shares have been transferred by gift (collectively, the
"Selling Securityholders"). Messrs. Harlin, Billington and Barker received the
114,723 shares in connection with the acquisition of Uniform Rental Service,
Inc., a corporation owned by them, by Cintas. See "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 Securityhol ders". 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 Securityhol ders 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 May 8, 1997, the closing sales price of the Cintas Common
Stock was $59-7/16.
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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 May 9, 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 333-10529) 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
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 10K/A filed with the Commission on May 1, 1997.
(3) Quarterly Reports on Form 10-Q for the fiscal quarters ended August 31,
1996, November 30, 1996 and February 28, 1997.
(4) 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
INCORPORATES) 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 implement ing 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
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.
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, T. C. Harlin, W. W. Billington and Max
Barker received the 114,723 shares of Cintas Common Stock described in this
offering in exchange for their shares of Uniform Rental Common Stock. Messrs.
Harlin, Billington and Barker subsequently transferred 3,070 shares to members
of their families and charitable entities.
Shares Shares
Name Being Offered* After Offering
T. C. Harlin.......................... 35,541 0
W. W. Billington...................... 37,871 0
William W. Billington, Jr. (1)........ 60 0
Eleanor Bryan Billington.............. 20 0
Cecil Billington Coleman.............. 20 0
Kent Coleman.......................... 20 0
Mary Wallace Patrick.................. 20 0
Kathleen Elliott Patrick.............. 20 0
Mary Billington Tansey(2)............. 60 0
James S. Tansey....................... 20 0
Harry Lee Billington.................. 20 0
Battle Ground Academy................. 290 0
Monteagle Sunday School Assembly...... 20 0
Max Barker............................ 38,241 0
Luella Harlin King(3)................. 1,000 0
Helen Harlin Neal(4).................. 700 0
John A. B. Harlin(5).................. 700 0
Thomas C. Harlin, Jr.................. 100 0
Total 114,723 0
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*Each Selling Securityholder owns of record less than 0.1% of the outstanding
Cintas Common Stock.
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(1) Includes 40 shares owned by Mr. Billington as custodian for
his minor children.
(2) Includes 40 shares owned by Mrs. Tansey as custodian for her
minor children.
(3) Includes 900 shares owned by Ms. King as custodian for her
minor children.
(4) Includes 600 shares owned by Ms. Neal as custodian for her
minor children.
(5) Includes 600 shares owned by Mr. Harlin as custodian for his
minor children.
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 bro ker/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, P.L.L., 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.
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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.
