SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 24, 1999
CINTAS CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 0-11399 31-1188630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 459-1200
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
As discussed in the attached press release, on March 24, 1999, Cintas
Corporation announced that it had completed the merger with Unitog Company.
Unitog is a leading provider of high quality uniform rental services to a
variety of industries and sells custom-designed uniforms primarily to national
companies in connection with their corporate image programs. Unitog manufactures
substantially all of the uniforms it rents or sells.
The merger was approved by Unitog's shareholders on March 24, 1999. In the
transaction a wholly-owned subsidiary of Cintas was merged with and into Unitog,
with the result that Unitog became a wholly-owned subsidiary of a subsidiary of
Cintas, and each of Unitog's outstanding 9,478,998 shares of Common Stock (less
shares owned by Cintas and any subsidiary of Cintas) was converted into the
right to receive .5518 share of Cintas Common Stock. Cintas issued 5,072,124
shares of Cintas Common Stock for an aggregate value (as of March 24, 1999) of
approximately $346,000,000. In addition, Cintas assumed options to issue an
additional 191,627 shares of Cintas Common Stock. The transaction has been
accounted for as a pooling of interests.
The amount of consideration paid was determined by arms-length negotiations
between Cintas and Unitog. There was no prior material relationship between
Unitog and Cintas or any of Cintas' affiliates, directors or officers, or any
associate of such directors or officers. Cintas intends to continue to devote
the assets acquired to Unitog's existing business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) The financial statements required under Regulation S-X will
be filed prior to June 7, 1999.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated January 9, 1999 by and
among Cintas Corporation, Cintas Image Acquisition Company
and Unitog Company (incorporated by reference to the Current
Report on Form 8-K dated January 9, 1999 filed by Unitog
Company)
2.2 Amendment Number 1 to Agreement and Plan of Merger dated
March 23, 1999 (filed herewith)
99.1 Press Release dated March 24, 1999 (filed herewith)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINTAS CORPORATION.
Date: April 7, 1999 By: /s/William C. Gale
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William C. Gale, Vice President -
Finance and Chief Financial Officer
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Exhibit 2.2
Amendment No. 1
to
Agreement and Plan of Merger
by and among
Cintas Corporation,
Cintas Image Acquisition Company
and
Unitog Company
Dated January 9, 1999
In consideration of the premises, the parties amend the Agreement in the
following respects.
1. A new Section 11.15 is added and reads as follows:
11.15 Drop Down. The parties acknowledge that, after the Meger, Parent
will drop its stock ownership of the Company down to its subsidiary, Cintas
Executive Services, Inc., pursuant to Code Section 368(a)(2)(C).
2. The persons to be identified as affiliates pursuant to Section 8.14 are:
All directors plus Messrs. Peterson, Shoreman and Barnes and the George K. Baum
Group, Inc.
3. Exhibit 8.14 is amended to read in the form of the attached Amended
Exhibit 8.14.
4. Section 11.6 is amended by adding the following paragraph:
If the Closing occurs prior to April 1, 1999, Parent agrees
to publish such 30 days combined operating results covering the
month of April 1999 by May 17, 1999. Parent shall notify its
transfer agent at the time of Closing that any and all legends on
stock certificates issued pursuant to the Merger shall be removed
at the option of the holder of the certificate at any time after
publication of such results.
5. In all other respects, the Agreement is confirmed and ratified.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective duly authorized officers this 23rd day of March,
1999.
UNITOG COMPANY
BY:/s/ Randolph K. Rolf
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Name: Randolph K. Rolf
Title: Chairman, President and
Chief Executive Officer
CINTAS CORPORATION
BY:/s/ Robert J. Kohlhepp
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Name: Robert J. Kohlhepp
Title: Chief Executive Officer
CINTAS IMAGE ACQUISITION COMPANY
BY:/s/ Robert J. Kohlhepp
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Name: Robert J. Kohlhepp
Title: Chief Executive Officer
Exhibit 99.1
FOR IMMEDIATE RELEASE
March 24, 1999
Cintas Corporation and Unitog Company are pleased to announce the completion of
their merger. Earlier today, Unitog stockholders approved the Agreement and Plan
of Merger between Unitog and Cintas Corporation, whereby Cintas acquired Unitog.
The amount of Cintas common stock into which one share of Unitog common stock
will be converted is .5518 shares. The total shares which will be issued by
Cintas in the Merger is approximately 5.03 million, with the final number
calculated after taking into consideration cash payments to be made in lieu of
fractional shares.
Robert J. Kohlhepp, Chief Executive Officer of Cintas Corporation, stated, "The
Unitog acquisition is the largest and most significant acquisition we have ever
made. The combination of our two companies will broaden our geographic coverage,
expand our infrastructure and increase the effectiveness of every marketing and
sales program that we have today. The merger will also enhance our ability to
serve our customers."
Cintas is a leader in the corporate identity uniform business and also provides
a wide range of ancillary services including entrance mats, sanitation supplies,
first aid products and services, and cleanroom supplies. Cintas is a
publicly-held company traded over Nasdaq under the symbol CTAS.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor from
civil litigation for forward-looking statements. This press release contains
forward-looking statements that reflect the Company's current views as to future
events and financial performance. These forward-looking statements are made
based on management's expectations and beliefs concerning future events
impacting the Company and therefore involve a number of risks and uncertainties.
Management cautions that forward-looking statements are not guarantees that
actual results could differ materially from those expressed or implied in the
forward-looking statements.
For additional information contact:
William C. Gale, Vice President-Finance and CFO 513/573-4211
Karen L. Carnahan, Vice President and Treasurer 513/573-4013
