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) January 9, 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 5. Other Events.
As discussed in the attached press release, on January 11, 1999, Cintas
Corporation announced that it has entered into a definitive merger agreement to
acquire Unitog Company. The agreement specifies that Unitog shareholders will
receive Cintas common stock in a tax-free exchange.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) No financial statements and no pro forma financial information
are required under Regulation S-X.
(c) Exhibits.
2 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)
99.1 Press Release dated January 11, 1999
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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: January 12, 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 99.1
FOR IMMEDIATE RELEASE
January 11, 1999
CINTAS CORPORATION ANNOUNCES AGREEMENT TO ACQUIRE UNITOG COMPANY
Cintas Corporation announced today that it has entered into a definitive
merger agreement to acquire Unitog Company. The agreement specifies that Unitog
shareholders will receive Cintas common stock in a tax-free exchange. Each share
of Unitog has been valued at $38 per share.
Unitog, headquartered in Kansas City, Missouri, with revenues of
approximately $275 million, is a leading supplier of high quality uniform
services to a variety of industries. Unitog has approximately 4,000 employees
with uniform rental operations in 20 states and the province of Ontario, Canada.
Unitog is a publicly-held company traded over Nasdaq under the symbol UTOG.
Robert J. Kohlhepp, Chief Executive Officer of Cintas, stated, "We have
always had a great deal of respect for Randy Rolf, Chairman, President and Chief
Executive Officer of Unitog, and his entire organization. We are pleased to have
them join forces with Cintas. By combining these two great companies, our
capability to service customers of both companies will be strengthened."
Upon completion of the merger, Cintas will have:
- Annual revenues exceeding $1.75 Billion
- More than 200 uniform rental locations covering 40 states and 2
Canadian provinces.
- In excess of 300,000 business customers using uniform services on a
weekly basis
- More than 4,000,000 individuals wearing Cintas uniforms
- Expanded manufacturing and distribution capabilities to better serve
customers
- Significant synergies from combining the organizations
- Substantial increase in the route network which will present great
opportunities to provide additional products and services to Unitog
customers.
Mr. Kohlhepp added, "We believe the combination of our companies will
benefit all of our customers, employees and shareholders."
Accounting regulations will require a restatement of Cintas earnings for
prior periods in order to combine the results of Cintas and Unitog. Cintas also
anticipates certain one-time expenses related to the transaction. These expenses
will coincide with the effective date of the merger which is expected to occur
in the fourth quarter ending May 31, 1999. Cintas expects that earnings will be
positively impacted as a result of the merger for the fiscal year ending May 31,
2000 and thereafter.
Consummation of the merger requires approval by Unitog shareholders and
certain regulatory agencies. Proxy materials are expected to be mailed to Unitog
shareholder in February. The transaction is expected to be completed in Cintas'
fourth quarter ending May 31, 1999.
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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 with respect to the merger with
Unitog Company. These statements are subject to risks and uncertainties which
could cause actual results to differ materially from those set forth in this
press release. Factors that might cause such a difference include the
possibility of greater than anticipated costs in closing the transaction, lower
sales volumes for Unitog customers, higher processing and distribution costs,
and the reactions of competitors to the transaction in terms of price and
service. Forward-looking statements speak only as of the date made. Cintas
undertakes no obligation to update any forward-looking statement to reflect
events or circumstances arising after it is made.
For additional information contact:
William C. Gale, Vice President-Finance and CFO 513/573-4211
Karen L. Carnahan, Vice President and Treasurer 513/573/4012
