Registration No. 333-40453
filed pursuant to Rule 424(b)(3)
CINTAS CORPORATION
19,180 shares of Common Stock
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This Prospectus relates to 19,180 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 Kelly D. Shaw (the
"Selling Shareholder"). Kelly D. Shaw acquired his shares in connection with an
acquisition by Cintas of KJS Enterprises, Inc., and Arizona Safety Training
Association, corporations previously owned by Mr. Shaw.
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The Common Stock may be offered to the public from time to time by the
Selling Shareholder. See "Selling Shareholder." The Company will receive none 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 January 2, 1998, the closing sales
price of the Cintas Common Stock was $40.00.
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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 January 5, 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, 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 333-40453) 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) 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.
(3) Definitive Proxy Statement for the fiscal year ended May 31, 1997.
(4) Quarterly Report on Form 10-Q for the quarter ended August 31, 1997.
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
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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
WILLIAM C. GALE, VICE PRESIDENT OF FINANCE 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 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.
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 SHAREHOLDER
The shares offered pursuant to this Prospectus are being sold by Kelly D.
Shaw who owns 19,180 shares of Cintas Common Stock, all of which are being
offered for sale hereby. The Selling Shareholder owns no other shares of Cintas
Common Stock and if all shares offered hereby are sold, he will own no Cintas
Common Stock upon the completion of this offering. Shares acquired by gift from
the shares owned by Kelly D. Shaw 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.
On October 31, 1997, KJS Enterprises, Inc. and Arizona Safety Training
Association were acquired by Cintas through the merger of these corporations
with a wholly-owned subsidiary of Cintas. In the merger, Kelly D. Shaw received
the 19,180 shares of Cintas Common Stock described in this Prospectus in
exchange for his shares of KJS Enterprises, Inc. and Arizona Safety Training
Association 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
Shareholder. Alternatively, the Selling Shareholder may from time to time offer
the Common Stock through underwriters, dealers or agents. The distribution of
the Common Stock by the Selling Shareholder 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 Shareholder.
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 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.
