Registration No.
333-78057
filed pursuant to
Rule 424(b)(3)
CINTAS CORPORATION
32,221 shares of Common Stock
The shareholders of Cintas Corporation described below are offering and
selling 32,221 shares of Cintas Common Stock.
The Selling Shareholders obtained their shares of Cintas stock on April
14, 1999 in exchange for White Swan Uniform Rentals, Incorporated.
The Selling Shareholders may offer their Cintas stock through public or
private transactions, on or off the United States exchanges, at prevailing
market prices, or at privately negotiated prices.
Cintas stock is traded on the Nasdaq National Market under the symbol
"CTAS." On July 7, 1999, the
closing price of one share of Cintas stock on the Nasdaq National Market was
$66-5/8.
----------------------------------------
The shares of Cintas Common Stock offered pursuant to this Prospectus
involve a high degree of risk. See "Risk Factors" beginning at page 3.
----------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------------------------------
The date of this Prospectus is July 9, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may also read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are available to the public over
the internet at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them. This Prospectus incorporates important business and financial
information about Cintas which is not included in or delivered with this
Prospectus. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the Quarterly Reports on Form 10-Q for the quarters ended August 31, 1998,
November 30, 1998, and February 28, 1999, the Annual Report on Form 10-K for the
year ended May 31, 1998, the Forms 8-K filed on June 1, 1998, January 14, 1999,
April 7, 1999 and June 17, 1999 and Form 8-K/A filed on May 7, 1999 and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities. We also
incorporate by reference our 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 by this
Prospectus.
You may obtain a copy of these filings without charge, by writing or
telephoning us at the following address:
David T. Jeanmougin
Senior Vice President and Secretary
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of those documents. If you would like to request documents from us,
please do so by five business days before you have to make an investment
decision.
This Prospectus and the documents "Incorporated by Reference" as
discussed under "Where You Can Find More Information" contain forward looking
statements within the meaning of federal securities law. Such statements can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "anticipate," "estimate," "continue" or other similar words. These
statements discuss future expectations, contain projections of results of
operations or of financial condition or state other "forward-looking"
information. Although management believes that the expectations reflected in its
forward-looking statements are based on reasonable assumptions, there are
certain factors such as general economic conditions, local real estate
conditions, or weather conditions that might cause a difference between actual
results and those forward-looking statements. When considering such
forward-looking statements, you should keep in mind the risk factors and other
cautionary statements in this prospectus.
RISK FACTORS
An investment in the shares of Cintas Common Stock offered under this
Prospectus involves a high degree of risk. The following risk factors, in
addition to the other information contained in this Prospectus, should be
considered carefully in evaluating Cintas and its business.
Acquisitions
From June 1, 1995 through the fiscal quarter ended February 28, 1999,
Cintas issued approximately 10,500,000 shares of its common stock and paid
approximately $55 million in cash in 126 acquisitions. On March 24, 1999 Cintas
issued an additional 5,072,124 shares of its common stock in connection with its
acquisition of Unitog Company. As part of its growth strategy, Cintas intends to
continue to actively pursue additional acquisition opportunities. In order to
achieve anticipated benefits from these acquisitions, Cintas must successfully
integrate any acquired business with its existing operations, and while it
believes it will be able to fully integrate these businesses into Cintas, it can
give no assurance that it will be successful in this regard. Cintas can also
give no assurance that it will be able to complete future acquisitions or that
all future issuances of securities in connection with acquisitions will not
dilute the interests of its shareholders. Further, Cintas can give no assurance
that it will be able to successfully integrate and profitably manage the
business of Unitog Company.
Competition
Cintas' customers in the uniform rental and sales industry primarily
choose suppliers based upon quality of products, service and price. Leading
uniform competitors include UniFirst Corporation, ARAMARK Corporation and G&K
Services, Inc. In addition to Cintas' traditional uniform rental competitors,
Cintas anticipates that future competition may be with businesses that focus on
selling uniforms and other related items. If existing or future competitors seek
to gain or retain market share by reducing prices in reaction to the Unitog
Merger or otherwise, Cintas may be required to lower prices, which would hurt
its operating results. Cintas competitors also generally compete with Cintas for
acquisition candidates, which can increase the price for acquisitions and reduce
the number of available acquisition candidates.
Economic Conditions
National or regional economic slowdowns or certain industry specific
slowdowns may hurt Cintas' business. Events or conditions in a particular area,
such as adverse weather and other factors, could also hurt operating results.
Furthermore, increases in interest rates may lead to a decline in economic
activity and adversely affect operating results. While Cintas does not believe
that its exposure is greater than that of its competitors, Cintas could be
adversely affected by increases in the prices of fabric, fuel, wages and other
components of product cost unless it could recover such increases through
increases in the prices for its services and products. Competitive and general
economic conditions might limit the ability of Cintas and its competitors to
increase prices to cover such increases.
Environmental Regulation
Various federal, state and local laws and regulations governing
hazardous wastes and other substances affect Cintas and its competitors in the
uniform rental industry. Specifically, industrial laundries use and must dispose
of detergent waste water and other residues. In the past, Cintas has settled, or
contributed to the settlement of, actions or claims brought against it which
relate to the disposal of hazardous materials. Cintas may have to pay material
amounts to compensate for the consequences of disposals in the future. Under
environmental laws, an owner or tenant of real estate may be required to pay the
costs of removing or remediating certain hazardous or toxic substances located
on or in or emanating from property whether or not the owner or tenant knew of
or was responsible for the presence of such hazardous or toxic substances. While
Cintas regularly engages in environmental due diligence in connection with
acquisitions, Cintas can give no assurance that locations that have been
acquired or leased have been operated in compliance with environmental laws and
regulations during prior periods or that future uses or conditions will not make
Cintas liable under these laws or expose Cintas to third-party actions including
tort suits.
In addition, the federal Environmental Protection Agency has recently
proposed a federal environmental regulatory framework which applies to
industrial laundry operations and, if implemented as proposed, would replace
local regulations, particularly in the area of waste water compliance. Scheduled
to take effect in 1999, these regulations, if implemented as proposed, would
require Cintas to pay substantial amounts to be in compliance, which would
increase operating costs and capital expenditures. Cintas and other companies
have had discussions with the EPA regarding these proposed regulations. As a
result of these discussions, Cintas believes that the final regulations will not
be as extensive as the proposed regulations. To the extent, however, that Cintas
cannot offset new costs and expenses through price increases, results of
operations could decline.
Dependence on Senior Management; Ability to Attract and Retain Quality Personnel
Cintas' success depends in part on the skills, experience and efforts
of senior management and certain other key employees. If, for any reason, one or
more senior executives or key personnel were not to remain active with Cintas,
results of operations could be hurt. Future success also depends on Cintas'
ability to attract and retain qualified managers and technical and marketing
personnel, as well as sufficient numbers of hourly workers. Although Cintas has
an excellent track record of attracting and retaining quality people, there is
competition in the market for the services of such qualified personnel and a
tight market for hourly workers. The failure to attract and retain such
personnel or workers could hurt the results of operations.
Information Systems; Year 2000
Cintas has made a substantial investment in its information systems and
intends to spend significant amounts on information systems in the future. In
particular, Cintas has evaluated the programming code in its existing computer
and software systems as the Year 2000 approaches. The issue with respect to Year
2000 is whether systems will properly recognize date sensitive information when
the year changes to 2000. Systems that do not properly recognize such
information could generate erroneous data or cause complete system failures.
Cintas has completed an assessment of all of its software systems and has
determined what changes need to be made so that Cintas' computer systems will
function properly with respect to dates in the Year 2000 and thereafter. Cintas
does not expect that the total cost of those changes will be material, and will
expense the costs as incurred. Cintas expended most of its Year 2000 costs
during fiscal 1998, and expects to expense the remaining costs in fiscal 1999
when all changes are expected to be completed. Cintas is contacting key
suppliers to obtain certification of their systems Year 2000 compliance. After
Cintas identifies which vendors may fail to become Year 2000 compliant in a
timely fashion, Cintas will develop a strategy to minimize its risks which may
include contingency plans such as alternative suppliers or alternative
processes. Although Cintas believes that the likelihood of the Year 2000 having
a material affect on its operations, liquidity or financial position is remote,
there can be no such assurance that this will be the case.
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. Cintas received 74% of its revenues for fiscal 1998 from uniform
rental services and non-uniform rental items, including dust mops, entrance mats
and wiping cloths. The balance of the Company's revenues were 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 approximately 200
rental locations, six cleanroom facilities and seven distribution centers
located in various parts of the United States. At its fourteen 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 Cintas
subsidiaries 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 sale 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, Mason, Ohio 45040; telephone number (513)
459-1200.
SELLING SHAREHOLDERS
The 32,221 shares offered pursuant to this Prospectus, all of which are
being offered for sale hereby, are offered by the Selling Shareholders in the
denominations set forth below:
Bonnie Darnell..................................... 10,633
Gerald Gregory..................................... 10,633
Dorothy Gregory.................................... 10,955
------
Total.............................................. 32,221
On April 14, 1999, Cintas consummated the acquisition of White Swan
Uniform Rentals, Incorporated. The Selling Shareholders received the shares of
Cintas Common Stock described in this Prospectus in exchange for their shares in
White Swan Uniform Rentals, Incorporated.
The Selling Shareholders own no other shares of Cintas Common Stock
other than those offered under this Prospectus. If the Selling Shareholders sell
all of the shares offered under this Prospectus, they will not own any shares of
Cintas Common Stock.
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 transferees, assignees, distributees and pledgees
of the Selling Shareholders.
USE OF PROCEEDS
Cintas will not receive any proceeds from the shares being sold in this
offering.
PLAN OF DISTRIBUTION
The Company is registering the shares offered hereby on behalf of the
Selling Shareholders. The Company has been advised by the Selling Shareholders
that they may sell or transfer all or a portion of the shares offered hereby
from time to time to third parties 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 Shareholders and/or from
purchasers of the shares for whom they may act as agent. However, the Selling
Shareholders have advised the Company that they have not entered into any
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities, nor is there an
underwriter or coordinating broker acting in connection with the proposed sales
or transfers of shares by the Selling Shareholders. 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, through put or call options transactions relating to the shares,
through short sales of shares or a combination of such methods of sale, or by
any other legally available means.
The term, "Selling Shareholders" includes donees, pledgees and
assignees in interest selling shares from the named Selling Shareholders after
the date of this prospectus. Any or all of the shares may be sold or transferred
from time to time by the Selling Shareholders 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
Shareholders 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 Shareholders 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 Section 2(11) 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. Because the Selling Shareholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholders will be subject to the prospectus delivery requirements of
the Securities Act, which may include delivery through the facilities of the
Nasdaq National Market. Additionally, the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to sales by the
Selling Shareholders in the market.
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 Shareholders
will sell any of the shares. The Selling Shareholders 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.
The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of shares
against certain liabilities, including liabilities under the Securities Act.
Upon the Company being notified by the Selling Shareholders that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act. The supplement will disclose (i) the name of each such selling
shareholders and of the participating broker-dealer(s), (ii) the number of
shares involved, (iii) the price at which such shares will be sold, (iv) the
commissions to be paid or discounts or concessions to be allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus and (vi) other facts material to the transaction. A
supplement to this prospectus will be filed if the Company is notified by the
Selling Shareholders that a donee or pledgee intends to sell more than 500
shares.
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
participating in matters connected with the issuance of shares under this
Prospectus beneficially own 174,488 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 and the supplemental consolidated financial
statements of Cintas Corporation included in Cintas Corporation's Current Report
on Form 8-K/A filed May 7, 1999, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon incorporated by
reference and included therein, respectively, and incorporated herein by
reference in reliance upon such reports, 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 information 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.
