Registration No.
333-64055
filed pursuant to
Rule 424(b)(3)
CINTAS CORPORATION
32,527 shares of Common Stock
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This Prospectus relates to 32,527 shares of Common Stock, without par
value, of Cintas Corporation, a Washington corporation ("Cintas" or the
"Company"). These shares are being offered for sale by a certain shareholder of
the Company (the "Selling Shareholder"). See "Selling Shareholder."
The Common Stock may be offered to the public from time to time by the
Selling Shareholder. See "Selling Shareholder." The Company will not receive any
of the proceeds from the sale of the Common Stock by the Selling Shareholder but
will pay certain of the expenses of this offering. The Selling Shareholder 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
Shareholder. 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 December 11, 1998, the closing sales
price of the Cintas Common Stock was $59-1/4.
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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 December 15, 1998.
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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 10048, and at Northwestern Atrium, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. 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., 1735 K. Street, N.W.,
Washington, D.C. 20549, 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 (No. 333-64055) filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). 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.
THIS MATERIAL CONTAINS "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING
OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT THAT
INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES. IN ADDITION, WHEN WORDS SUCH AS
"ANTICIPATE," "BELIEVE," "COULD," "ESTIMATE," "INTENDS," "EXPECT," "PLAN,"
"WOULD," AND SIMILAR EXPRESSIONS ARE USED, THEY ARE INTENDED TO IDENTIFY THE
STATEMENTS AS FORWARD LOOKING. CERTAIN STATEMENTS CONTAINED IN THIS PROSPECTUS
THAT ARE NOT HISTORICAL FACTS OR THAT CONCERN EXPECTED FINANCIAL PERFORMANCE,
ONGOING BUSINESS STRATEGIES AND POSSIBLE FUTURE ACTION WHICH THE COMPANY INTENDS
TO PURSUE, CONSTITUTE SUCH FORWARD LOOKING STATEMENTS AND ARE INTENDED TO BE
COVERED BY THE SAFE HARBORS CREATED BY SUCH ACTS. RELIANCE SHOULD NOT BE PLACED
ON FORWARD LOOKING STATEMENTS BECAUSE THEY INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED. ANY
FORWARD-LOOKING STATEMENT SPEAKS ONLY AS OF THE DATE MADE. THE COMPANY
UNDERTAKES NO OBLIGATION TO UPDATE ANY FORWARD LOOKING STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES ARISING AFTER THE DATE ON WHICH THEY ARE MADE. ACTUAL
RESULTS, PERFORMANCE OR ACHIEVEMENTS CAN DIFFER MATERIALLY FROM RESULTS
SUGGESTED BY THESE FORWARD LOOKING STATEMENTS BECAUSE OF A VARIETY OF FACTORS
INCLUDING, WITHOUT LIMITATION, THOSE OFFERED IN THIS PROSPECTUS.
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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,
1998.
(2) Quarterly Report on Form 10-Q for the quarter ended August 31,
1998.
(3) Form 8-K filed on June 1, 1998.
(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.
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 73% of Cintas' revenues for fiscal 1998. The balance of the
Company's revenues are derived from custom uniform sales, the sale of first aid
and safety products, consumable cleanroom supplies and sales of related items.
The Company provides uniform and related rental products and services through a
network of 159 rental locations and six cleanroom
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facilities and sells uniforms to national customers through distribution centers
located in Cincinnati, Ohio, Reno, Nevada, Montgomery, Alabama and Chicago,
Illinois. At its nine garment manufacturing facilities the Company manufactures
a substantial portion of the uniform trousers and uniform shirts supplied to its
customers. First aid and safety products are sold to industrial users either
directly from Cintas or through independent distributors.
During the past five years, Cintas has made several acquisitions 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 of both uniform
rental and sales companies and companies that engage in the sale and
distribution of first aid and safety products.
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 SHAREHOLDER
The 32,527 shares offered pursuant to this Prospectus, all of which are
being offered for sale hereby, are offered by the Thomas N. Burke Revocable
Trust dated January 12, 1994 (the "Selling Shareholder"). On August 31, 1998,
Cintas consummated the acquisition of Burke Properties, Inc. d/b/a Respond First
Aid Systems of Colorado ("Respond"). The Selling Shareholder received the 32,527
shares of Cintas Common Stock described in this Prospectus in exchange for its
shares in Respond.
The Selling Shareholder owns no other shares of Cintas Common Stock other
than those offered under this Prospectus, except for the 155,594 additional
shares it already owns at the time of this filing. If the Selling Shareholder
sells all of the shares offered under this Prospectus, it will not own any
shares of Cintas Common Stock, except for these 155,594 additional shares it
already owns at the time of this filing.
Shares acquired by gift from the shares owned by the Selling Shareholder
may also be sold pursuant to the Prospectus by any such donee. This Prospectus
may also be used by transferees, assignees, distributees and pledgees of the
Selling Shareholder.
USE OF PROCEEDS
The Company will not receive any proceeds from the shares being sold in
this offering.
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PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholder that it may sell
or transfer all or a portion of the shares offered hereby from time to time to
third parties (including purchasers) directly or by or through brokers, dealers,
agents or underwriters, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Shareholder and/or from
purchasers of the shares for whom they may act as agent. Such sales and
transfers of the shares may be effected from time to time in one or more
transactions on the Nasdaq National Market, in the over-the-counter market, in
negotiated transactions or otherwise, at a fixed price or prices, which may be
changed, at market prices prevailing at the time of sale, at negotiated prices,
or without consideration, or by any other legally available means. Any or all of
the shares may be sold or transferred from time to time by means of (a) a block
trade in which the broker or dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; (d) through the writing of options on the shares; (e) pledges as
collateral to secure loans, credit or other financing arrangements and any
subsequent foreclosure, if any, thereunder; (f) gifts, donations and
contributions; and (g) any other legally available means. The aggregate net
proceeds to the Selling Shareholder from the sale of the shares will be the
purchase price of such shares less any commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholder and any brokers, dealers, agents or underwriters
that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts, concessions and commissions received by such brokers, dealers, agents
or underwriters and any profit on the resale of the shares purchased by them may
be deemed to be underwriting commissions or discounts under the Securities Act.
No underwriter, broker, dealer or agent has been engaged by the Company
in connection with the distribution of the shares.
Any shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling Shareholder
will sell any of the shares. The Selling Shareholder may transfer, devise or
gift shares by other means not described herein.
The Company will pay all of the expenses incident to the registration of
the shares, other than underwriting discounts and selling commissions, if any.
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The Company has agreed to indemnify the Selling Shareholder against
certain liabilities, including liabilities under the Securities Act.
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 307,934 shares of Cintas Common Stock.
EXPERTS
The consolidated financial statements of Cintas Corporation incorporated
by reference in Cintas Corporation's Annual Report on Form 10-K for the year
ended May 31, 1998, 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.
