-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYYSnmGr/J5UCIE6XqQbqYJa+QvEi2WuFXw0zCyRs6nIbN9i7bHCrY6Nn0RPcH1u tE/RrWRXC/efVQk2kWrZsQ== 0000892251-96-000146.txt : 19960913 0000892251-96-000146.hdr.sgml : 19960913 ACCESSION NUMBER: 0000892251-96-000146 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960912 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINTAS CORP CENTRAL INDEX KEY: 0000723254 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 311188630 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10529 FILM NUMBER: 96629141 BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5135734016 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 424B3 1 File No. 333-10529 Filed Pursuant to Rule 424(b)(3) CINTAS CORPORATION 114,723 shares of Common Stock ______________________________ This Prospectus relates to 114,723 shares of Common Stock, without par value of Cintas Corporation, a Washington corporation ("Cintas" or the "Company"). The shares are being offered for sale by T. C. Harlin, W. W. Billington and Max Barker (collec- tively the "Selling Securityholders") who acquired the shares in connection with an acquisition by Cintas of Uniform Rental Service, Inc., a corporation owned by the Selling Securityholders. ____________________________ The Common Stock may be offered to the public from time to time by the Selling Securityholders. See "The Selling Securityholders". The Company will receive none of the proceeds from the sale of the Common Stock by the Selling Securityholders but will pay certain of the expenses of this offering. The Selling Securityholders 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 Securityholders. The Common Stock may be sold directly or through underwriters, dealers or agents in market transactions or pri- vately-negotiated transactions. See "Plan of Distribution." Cintas' Common Stock is traded in The Nasdaq National Market System under the symbol "CTAS". ____________________________ 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. __________________________ The date of this Prospectus is September 11, 1996. 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 ob- tained 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 Commis- sion 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 State- ment on Form S-3 (Number 333-10529) 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 not necessarily complete, and, in each instance, reference is made to such copy filed as an exhibit to the Registration Statement or otherwise filed with the Commis- sion. 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, 1996 including Annual Report to Shareholders for the fiscal year ended May 31, 1996. (2) The description of the Company's Common Stock contained in the Registration Statement on Form 8-A (File No. 0-11399) under the Securities Exchange Act of 1934. 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 INCORPO- RATES) ARE AVAILABLE UPON WRITTEN OR ORAL REQUEST, WITHOUT CHARGE, FROM DAVID T. JEANMOUGIN, SENIOR VICE PRESIDENT 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 imple- menting corporate identity uniform programs. The Company concen- trates 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 89% of Cintas' revenues for fiscal 1996. The balance of the Company's revenues are derived from custom uniform sales and sales of related items. The Company provides rental products and services through a network of 118 uniform rental locations and sells uniforms to national customers through distribution centers located in Cincinnati, Ohio, Reno, Nevada and Montgomery, Alabama. At its four 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 acquisi- tions of 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. 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 SECURITYHOLDERS The shares being sold in this offering are being sold by the Selling Securityholders, T. C. Harlin, W. W. Billington and Max Barker. These individuals own 114,723 shares of Cintas Common Stock, all of which are being offered for sale hereby. The Selling Securityholders 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. On July 31, 1996, Uniform Rental Service, Inc., a Louisiana corporation ("Uniform Rental"), was acquired by Cintas through the merger of Uniform Rental with a Cintas subsidiary. In the merger, the Selling Securityholders received the 114,723 shares of Cintas Common Stock described in this offering in exchange for their shares of Uniform Rental Common 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 Securityholders. Alternatively, the Selling Securityholders may from time to time offer the Common Stock through underwriters, dealers or agents. The distribution of the Common Stock by the Selling Securityholders 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 transac- tions, privately-negotiated transactions or through sales to one or more broker/dealers for resale of such securities as princi- pals, 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 Securityholders. LEGAL MATTERS The legality of the Common Stock offered hereby will be passed upon for Cintas by Keating, Muething & Klekamp, Cincin- nati, Ohio, of which Donald P. Klekamp, a Director of the Compa- ny, is a partner. Members of that firm beneficially own 148,052 shares of Cintas Common Stock. EXPERTS The consolidated financial statements of Cintas Corporation incorporated by reference in Cintas Corporation's Annual Report (Form 10-K) for the year ended May 31, 1996, 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. -----END PRIVACY-ENHANCED MESSAGE-----