-----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, SCKo1SYmv7x46gVlMvplB31HaYPkq27Vnzde/i74hZLlrD0yy+7K30rvhhmyAnhj S+xTX+gY9oGqr1RgOXmKbw== 0000892251-99-000107.txt : 19990408 0000892251-99-000107.hdr.sgml : 19990408 ACCESSION NUMBER: 0000892251-99-000107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990324 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990407 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: 8-K SEC ACT: SEC FILE NUMBER: 333-72457 FILM NUMBER: 99588975 BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5134591200 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 8-K 1 FORM 8-K FOR CINTAS CORPORATION 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 - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Washington 0-11399 31-1188630 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737 - -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code Registrant's telephone number, including area code (513) 459-1200 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 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) 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 --------------------------------- William C. Gale, Vice President - Finance and Chief Financial Officer EX-2 2 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER 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. 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 ----------------------------------- Name: Randolph K. Rolf Title: Chairman, President and Chief Executive Officer CINTAS CORPORATION BY:/s/ Robert J. Kohlhepp ---------------------------------- Name: Robert J. Kohlhepp Title: Chief Executive Officer CINTAS IMAGE ACQUISITION COMPANY BY:/s/ Robert J. Kohlhepp ----------------------------------- Name: Robert J. Kohlhepp Title: Chief Executive Officer EX-99 3 PRESS RELEASE 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 -----END PRIVACY-ENHANCED MESSAGE-----