Registration No.
333-48827
filed pursuant to
Rule 424(B)(3)
CINTAS CORPORATION
20,579 shares of Common Stock
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This Prospectus relates to 20,579 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 Richard Carmichael and
Sandy Carmichael (collectively the "Selling Shareholders"). The Selling
Shareholders acquired their shares in connection with an acquisition by Cintas
of D&S Safety Supply Company ("D&S"), a corporation previously owned by Richard
Carmichael.
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The Common Stock may be offered to the public from time to time by the
Selling Shareholders. See "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 7, 1998, the closing
sales price of the Cintas Common Stock was $51-3/8.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
DIVISIONS NOR HAS THE COMMISSION OR ANY STATE SECURITIES DIVISIONS
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 9, 1998.
<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- 48827) 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, 1997.
(2) Quarterly Reports on Form 10-Q for the quarters ended August 31, 1997,
November 30, 1997 and February 28, 1998.
(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.
(4) Form 8-K dated April 8, 1998 and as amended on June 1, 1998.
<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 88% of Cintas' revenues for fiscal 1997. 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 130 rental locations and three cleanroom laundries and sells uniforms
to national customers through distribution centers located in Cincinnati, Ohio,
Reno, Nevada and Montgomery, Alabama. First aid and safety products are sold,
for the most part, by Cintas to independent distributors who in turn sell these
products to industrial users. 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 of
both uniform rental companies and companies that engage in the sale and
distribution of first aid and safety products.
<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 SHAREHOLDERS
The shares offered pursuant to this Prospectus are being sold by the
following, all of which are being offered for sale hereby: Richard Carmichael,
20,569 shares and Sandy Carmichael, 10 shares. 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.
Shares acquired by gift from the shares owned by the Selling Shareholders may
also be sold pursuant to the Prospectus by any such donee. This prospectus may
also be used by transferrees, assignees, distributees and pledgees of the
Selling Shareholders.
On March 20, 1998, D&S was acquired by Cintas through the merger of D&S
with a wholly-owned subsidiary of Cintas. In the merger, the Richard Carmichael
received 20,569 of the shares of Cintas Common Stock described in this
Prospectus in exchange for his shares of D&S capital stock while Sandy
Carmichael received 10 of the shares of Cintas Common Stock described in this
Prospectus in exchange for her execution of a non-compete agreement.
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.
<PAGE>
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, 1997, 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.
