S-4

As filed with the Securities and Exchange Commission on August 26, 2002

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

CINTAS CORPORATION NO. 2
CINTAS CORPORATION
Subsidiary Guarantors Identified
Below
(Exact name of registrants as specified in their charters)

Cintas Corporation	Washington	2320	31-1188630
Cintas Corporation No. 2	Nevada	2320	31-1703809
	(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
(Address, including zip code, and telephone number, including
area code, of Registrants’ principal executive offices)

Gary P. Kreider, Esq.
Keating, Muething & Klekamp, P.L.L.
1400 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
(513) 579-6411
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]      

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering,      

CALCULATION OF REGISTRATION FEE

					Proposed			Proposed
					Maximum			Maximum
					Aggregate			Aggregate			Amount of
Title of Each Class of Securities		Amount to be			Price Per			Offering			Registration
to Be Registered		Registered			Unit(1)			Price(1)			Fee
5 1/8% Senior Notes due 2007		$	225,000,000			100	%	$	225,000,000		$	20,700
6% Senior Notes due 2012		$	225,000,000			100	%	$	225,000,000		$	20,700
Guarantee of 5 1/8% Senior Notes due 2007			(2	)		(2	)		(2	)		(2	)
Guarantee of 6% Senior Notes due 2012			(2	)		(2	)		(2	)		(2	)
	Total										$	41,400

(1)	Estimated pursuant to Rule 457(f) under the Securities Act of 1933 solely for the purpose of calculating the registration fee.
(2)	Pursuant to Rule 457(n) under the Securities Act of 1933, no registration fee is required with respect to the guarantee.

     The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subsidiary Guarantors

	State or other
	Jurisdiction of
Exact Name of Registrant as	Incorporation or
Specified in its Charter	Organization	IRS Employer Identification Number
Affirmed Medical, Inc.	California	33-0196033
American First Aid Company	Maryland	52-1252308
Cintas Corporation No. 3	Nevada	88-0337154
Cintas Corp. No. 8, Inc.	Nevada	31-1685130
Cintas Corp. No. 15, Inc.	Nevada	31-1685137
Cintas-RUS, L.P.	Texas	31-1685126
Cintas First Aid Holdings Corporation	Nevada	91-2048477
LLT, Inc.	Virginia	54-1214852
Respond Industries, Incorporated	Colorado	84-0815916
Xpect First Aid Corporation	Kansas	48-1130022

TABLE OF CONTENTS

EX-5 KMK Opinion

EX-12 Computation of Ratio of Earnings

EX-23.1 Ernst & Young Consent

EX-25 Form T-1

EX-99.1 Letter of Transmittal

EX-99.2 Notice of Transmittal

EX-99.3 Letter to Clients

EX-99.4 Letter to Nominees

EX-99.5 Instructions to Reg. Shareholders

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION-DATED AUGUST 26, 2002

Cintas Corporation No. 2

Offers to Exchange

5 1/8% Senior Notes due 2007
For Any and All Outstanding
5 1/8% Senior Notes due 2007

and

6% Senior Notes due 2012
For Any and All Outstanding
6% Senior Notes due 2012

Payment of Principal, Premium, if any, and Interest Unconditionally Guaranteed,
Jointly and Severally, by Cintas Corporation and Certain Subsidiaries of
Cintas Corporation

     We are offering to exchange up to $225,000,000 in aggregate principal amounts of each of our 5 1/8% Senior Notes due June 1, 2007 and our 6% Senior Notes due June 1, 2012. The terms of the new notes are identical in all material respects to the terms of the old notes, except that, in each case, the new notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes.

     To exchange your old notes for new notes:

     •     you are required to make the representations described on page 5 to us.

     •     you must complete and send the letter of transmittal that accompanies this prospectus to the exchange agent, Wachovia Bank, National Association, by 5:00 p.m., New York time on      , 2002.

     •     you should read the section called “The Exchange Offer” for further information on how to exchange your old notes for new notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes to be issued in the exchange offer or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

     , 2002

     We are offering to exchange old notes for new notes only in places where offers and sales are permitted.

     You should not assume that the information contained or incorporated by reference into this prospectus is accurate as of any date other than the date of the prospectus or document incorporated by reference, as the case may be.

TABLE OF CONTENTS

	Page
Forward-Looking Statements		2
Where You Can Find More Information		3
Incorporation by Reference		3
Prospectus Summary		4
Use of Proceeds		8
Ratio of Earnings to Fixed Charges		8
Capitalization		8
Selected Historical Consolidated Financial Data		9
Description of Notes		11
The Exchange Offer		23
Plan of Distribution		29
Material United States Federal Income Tax Considerations of the Exchange Offer		30
Legal Matters		30
Experts		30

     In this prospectus:

• “we,” “us,” “our” and “Cintas No. 2” refer to Cintas Corporation No. 2, the issuer of the notes;

• “Cintas” refers to Cintas Corporation and its consolidated subsidiaries, including us, except where the context otherwise requires;

• “subsidiary guarantors” refers to each of Cintas’ directly and indirectly wholly-owned subsidiaries, excluding us, which has been organized under the laws of any jurisdiction within the United States and which has executed a guarantee with respect to the notes, subject to the release provisions described under “Description of Notes-Guarantees”; and

• “guarantors” refers to Cintas and the subsidiary guarantors, as guarantors of the notes.

     Cintas Corporation is a Washington corporation, and Cintas No. 2 is a Nevada corporation. We are an indirect wholly-owned subsidiary of Cintas Corporation. Cintas Corporation’s principal executive offices are located at 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737, and its telephone number at that address is (513) 459-1200. Cintas’ website is located at www.cintas.com. The information on Cintas’ website is not part of this prospectus.

FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 provides a safe harbor from civil litigation for forward-looking statements. This prospectus and the information incorporated by reference contain forward-looking statements that reflect the current views of Cintas as to future events and financial performance with respect to Cintas’ operations. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in this prospectus. Factors that might cause such a difference include the possibility of greater than anticipated operating costs, lower sales volumes, the performance and costs of integration of acquisitions, including, without limitation, the recent acquisitions of Omni Services, Inc., and certain assets of Angelica Corporation, fluctuations in costs of materials and labor, the outcome of pending environmental matters, the initiation or outcome of litigation, higher assumed sourcing or distribution costs of products and the reactions of competitors in terms of price and service. Forward-looking statements speak only as of the date made. Cintas undertakes no obligation to update publicly any forward-looking statements to reflect the events or circumstances arising after the date on which they are made.

2

WHERE YOU CAN FIND MORE INFORMATION

     Neither Cintas No. 2 nor any of the subsidiary guarantors are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and we do not expect that Cintas No. 2 nor any of the subsidiary guarantors will be filing reports with the Securities and Exchange Commission, which we refer to as the SEC.

     Cintas files annual, quarterly and special reports, proxy statements, and other documents with the SEC under the Exchange Act. Cintas’ SEC filings are available to the public at the SEC’s website at http://www.sec.gov. You may also read and copy any document Cintas files at the SEC public reference room:

Judiciary Plaza, Room 1024
450 Fifth Street, N.W.
Washington, D.C. 20549

     You may obtain information regarding the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

INCORPORATION BY REFERENCE

     The SEC allows Cintas to “incorporate by reference” information in documents that Cintas files with it. We have elected to use a similar procedure in connection with this prospectus, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. Information that Cintas files later with the SEC will automatically update and supersede the previously filed information. We incorporate by reference into this prospectus:

• Cintas’ Annual Report on Form 10-K for the year ended May 31, 2002;

• Cintas’ Form 8-K dated May 13, 2002; and

• any future filings Cintas makes with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the offering of the notes is completed.

     You may request copies of these filings (other than exhibits) at no cost, by writing or calling us at 6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737, Attention: William C. Gale, Vice President-Finance and Chief Financial Officer, telephone: (513) 459-1200.

     This prospectus incorporates important business and financial information about Cintas that is not included in or delivered with this prospectus. We will provide you, without charge upon your request, a copy of any documents that we incorporate by reference, other than exhibits to those documents that are not specifically incorporated by reference into those documents. You may request a copy of a document by writing to or calling Mr. Gale at the address and telephone listed above. To ensure timely delivery, you must request the information no later than five business days before the expiration of the exchange offer. Therefore, you must make any request on or before      , 2002.

3

PROSPECTUS SUMMARY

     This is a summary that highlights information contained or incorporated by reference into this prospectus and is therefore not complete and does not contain all the information you should consider before investing in the notes. You should read the following summary together with the more detailed information included in or incorporated by reference into this prospectus, including the consolidated financial statements of Cintas and the accompanying notes.

CINTAS AND CINTAS NO. 2

     With over $2.2 billion in sales and approximately 27,000 employees, Cintas is North America’s leading provider of corporate identity uniforms. Formed in 1968, Cintas has expanded beyond uniform rentals and now provides other related business services such as uniform sales, entrance mats, hygiene products, cleanroom services and first aid and safety supplies. Cintas’ customers include businesses of all sizes ranging from small proprietary shops to large national companies employing thousands of people.

     At May 31, 2002, Cintas’ client base included 510,000 companies in the United States and Canada, through an extensive distribution network consisting of 273 uniform rental operations, 36 first aid business centers, 10 cleanroom operations, 15 garment manufacturing plants and seven uniform distribution centers. Cintas’ route-delivered services are available in 302 of the 326 largest markets in the United States and Canada, which enables Cintas to reach approximately 93 percent of that population.

     Cintas classifies its businesses into two operating segments: Rentals and Other Services. The Rentals operating segment designs and manufactures corporate identity uniforms which it rents, along with other ancillary items, including entrance mats and hygiene products such as hand soap, air fresheners and paper towels, to its customers. The Other Services operating segment involves the design, manufacture and sale of uniforms to its customers as well as the sale of first aid and safety products and services and cleanroom supplies.

     Cintas No. 2 is the principal operating subsidiary of Cintas Corporation. The revenues and assets of Cintas No. 2 comprise approximately 70% of Cintas’ total revenues and total assets.

4

THE EXCHANGE OFFER

Notes Offered	We are offering to exchange up to $225,000,000 of our 5 1/8 Senior Notes due June 1, 2007 and $225,000,000 of our 6% Senior Notes due June 1, 2012. The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes.
The Exchange Offer	We are offering to issue the new notes in exchange for a like principal amount of your old notes. We are offering to issue the new notes to satisfy our obligations contained in the registration rights agreement entered into when the old notes were sold in transactions permitted by Rule 144A under the Securities Act and therefore not registered with the SEC. For procedures for tendering, see “The Exchange Offer.”
Tenders, Expiration Date, Withdrawal	The exchange offer will expire at 5:00 p.m. New York City time on      , 2002 unless it is extended. If you decide to exchange your old notes for new notes, you must acknowledge that you are not engaging in, and do not intend to engage in, a distribution of the new notes. If you decide to tender your old notes in the exchange offer, you may withdraw them at any time prior to      , 2002. If we decide for any reason not to accept any old notes for exchange, your old notes will be returned to you without expense to you promptly after the exchange offer expires.
Conditions of the Exchange Offer	The exchange offer is subject to the following conditions, which we may waive:
	•	the exchange offer, or the making of any exchange by a holder of old notes, will not violate any applicable law or interpretation by the staff of the SEC; and
	•	no action may be pending or threatened in any court or before any governmental agency with respect to the exchange offer that may impair our ability to proceed with the exchange offer.
Federal Income Tax Consequences	Your exchange of old notes for new notes in the exchange offer will not result in any income, gain or loss to you for Federal income tax purposes. See “Material United States Federal Income Tax Consequences of the Exchange Offer.”
Use of Proceeds	We will not receive any proceeds from the issuance of the new notes in the exchange offer.
Exchange Agent	Wachovia Bank, National Association is the exchange agent for the exchange offer.
Failure to Tender Your Old Notes	If you fail to tender your old notes in the exchange offer, you will not have any further rights under the registration rights agreement. Because the old notes are not registered under the Securities Act of 1933, the old notes and the new notes will not be interchangeable. Consequently, if you fail to tender your old notes in the exchange offer, you will not be able to trade your old notes with the new notes we issue. If most of the old notes are tendered in the exchange offer, holders of notes that have not been exchanged will likely have little trading liquidity.

5

     You will be able to resell the new notes without registering them with the SEC if you meet the requirements described below:

     Based on interpretations by the SEC’s staff in no-action letters issued to third parties, we believe that new notes issued in exchange for old notes in the exchange offer may be offered for resale, resold or otherwise transferred by you without registering the new notes under the Securities Act or delivering a prospectus, unless you are a broker-dealer receiving notes for your own account, so long as:

• you are not one of our “affiliates”, which is defined in Rule 405 of the Securities Act;

• you acquire the new notes in the ordinary course of your business;

• you do not have any arrangement or understanding with any person to participate in the distribution of the new notes; and

• you are not engaged in, and do not intend to engage in, a distribution of the new notes.

     If you are an affiliate of Cintas Corporation, or you are engaged in, intend to engage in or have any arrangement or understanding with respect to, the distribution of new notes acquired in the exchange offer, you should not rely on our interpretations of the position of the SEC’s staff and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

     If you are a broker-dealer and receive new notes for your own account in the exchange offer:

• you must represent that you do not have any arrangement with us or any of our affiliates to distribute the new notes;

• you must acknowledge that you will deliver a prospectus in connection with any resale of the new notes you receive from us in the exchange offer; the letter of transmittal states that by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

• you may use this prospectus, as it may be amended or supplemented from time to time, in connection with the resale of new notes received in exchange for old notes acquired by you as a result of market-making or other trading activities.

     For a period of 90 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale described above.

6

NEW NOTES

     The terms of the new notes and the old notes are identical in all material respects, except that the new notes have been registered under the Securities Act, and the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. For purposes of this section, “notes” refers to both the old notes and the new notes.

     The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the section of this document entitled “Description of Notes.”

Issuer	Cintas Corporation No. 2.
Guarantors	Cintas Corporation and the subsidiary guarantors.
Notes Offered	$225,000,000 aggregate principal amount of 5 1/8% Senior Notes due 2007, and $225,000,000 aggregate principal amount of 6% Senior Notes due 2012. We refer to the 5 1/8% notes and the 6% notes collectively as the “notes.”
Maturity Date	The 5 1/8% notes will mature on June 1, 2007, and the 6% notes will mature on June 1, 2012.
Interest Payment Dates	Each June 1 and December 1, commencing December 1, 2002.
Optional Redemption	The notes will be redeemable, at our option, at any time in whole or in part, at a redemption price equal to the greater of (i) 100% of their principal amount and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the treasury rate plus 15 basis points, in the case of the 5 1/8% notes, and 20 basis points, in the case of the 6% notes, plus, in each case, accrued interest to the date of redemption.
Ranking	The notes will be unsecured and unsubordinated debt of ours and will rank equally with all other existing and future unsecured and unsubordinated debt of ours. The notes will effectively rank junior to any secured debt of us, Cintas Corporation or any of the subsidiary guarantors to the extent of the assets securing such debt and to all debt and other liabilities of any subsidiary of Cintas Corporation other than the subsidiary guarantors. The guarantees are unsecured and unsubordinated joint and several obligations of Cintas Corporation and each subsidiary guarantor and will rank equally with all other unsecured and unsubordinated obligations of each such guarantor.
Absence of Market for the Notes	The new notes are a new issue of securities with no established trading market. We currently have no intention to apply to list the new notes on any securities exchange or to seek their admission to trading on any automated quotation system. Accordingly, we cannot provide any assurance as to the development or liquidity of any market for the new notes. See “Plan of Distribution.”
Certain Covenants	We will issue the new notes under an indenture with the trustee and the guarantors. The indenture will, among other things, limit our ability and the ability of Cintas Corporation and its other subsidiaries, to:
	•	incur certain liens;
	•	engage in sale-leaseback transactions; and
	•	in the case of us, Cintas Corporation and each Significant Subsidiary Guarantor (as defined below), merge or consolidate or sell all or substantially all of our or their assets.
	These covenants are subject to important exceptions and qualifications which are described under “Description of Notes.”

7

USE OF PROCEEDS

     We will not receive any proceeds from the issuance of the new notes in the exchange offer.

RATIO OF EARNINGS TO FIXED CHARGES

     The following table sets forth the ratios of earnings to fixed charges for Cintas for the periods indicated.

	Year Ended May 31,
	2002		2001		2000		1999		1998
Ratio of earnings to fixed charges		22.5		16.8		14.6		10.4		10.0

     The above ratios are computed on a total enterprise basis including Cintas’ consolidated subsidiaries. Earnings consist of income from continuing operations before income taxes, adjusted to exclude fixed charges (excluding capitalized interest). Fixed charges consist of interest incurred on indebtedness, the portion of operating lease rentals deemed representative of the interest factor and capitalized interest.

CAPITALIZATION

     The following table sets forth consolidated capitalization of Cintas as of May 31, 2002, and should be read in conjunction with Cintas’ consolidated financial statements incorporated by reference into this prospectus, including Note 15 to such consolidated financial statements, which sets forth consolidating information with respect to Cintas Corporation, Cintas No. 2, the subsidiary guarantors and the other subsidiaries of Cintas Corporation.

			As of May 31, 2002
			(in thousands)
Short-term debt:
	Long-term debt due within one year		$	18,369
Total short-term debt				18,369
Long-term debt:
	5 1/8% Senior Notes due 2007 and 6% Senior Notes due 2012			450,000
	Other long-term debt, less current portion:
		Secured and unsecured term notes due through 2003 at an average rate of 9.98%		3,000
		Unsecured term notes due through 2026 at an average rate of 5.59%		31,565
		Unsecured notes (including commercial paper) due through 2009 at an average rate of 2.44%		204,383
		Industrial development revenue bonds due through 2026 at an average rate of 3.24%		10,384
		Other		3,918
Total long-term debt, less current portion				703,250
Total debt				721,619
Shareholders’ equity:
	Preferred stock			—
	Common stock			66,508
	Retained earnings			1,365,136
	Other accumulated comprehensive loss			(7,885	)
Total shareholders’ equity				1,423,759
Total capitalization			$	2,145,378

8

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

     The selected consolidated financial data set forth below is derived from the audited consolidated financial statements of Cintas for the fiscal years ended May 31, 2002, 2001, 2000, 1999 and 1998. The following selected consolidated financial data should be read in conjunction with the more detailed information contained in the consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference into this prospectus.

Cintas Corporation
Consolidated Condensed Statements of Income
(In thousands)

		Year Ended May 31,
		2002			2001			2000			1999			1998
Revenue:
	Rentals	$	1,753,368		$	1,610,606		$	1,424,892		$	1,297,248		$	1,090,577
	Other services		517,684			550,094			477,099			454,320			386,368
			2,271,052			2,160,700			1,901,991			1,751,568			1,476,945
Costs and expenses (income):
	Cost of rentals		953,352			896,539			807,301			745,142			631,474
	Cost of other services		360,330			367,894			315,138			305,657			260,246
	Selling and administrative expenses		579,408			528,354			455,794			419,487			360,254
	Acquisition-related expenses		1,061			709			834			12,088			17,116
	Special charge		—			—			—			28,429			—
	Environmental charge		—			—			—			5,000			—
	Interest income		(5,636	)		(4,369	)		(4,742	)		(4,671	)		(4,825	)
	Interest expense		10,952			15,119			15,907			16,442			15,824
			1,899,467			1,804,246			1,590,232			1,527,574			1,280,089
Income before income taxes			371,585			356,454			311,759			223,994			196,856
Income taxes			137,334			134,003			118,372			85,055			63,202
Net income		$	234,251		$	222,451		$	193,387		$	138,939		$	133,654
Pro forma net income(1)		$	234,251		$	222,451		$	193,387		$	138,939		$	128,704

(1) In April 1998, Cintas acquired Uniforms to You, a direct sales uniform provider. Results for 1998 were adjusted on a pro forma basis to reflect the true tax impact of Uniforms To You as if it had been reported as a C corporation prior to the merger with Cintas.

Note:

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard No. 142 (SFAS No. 142), Goodwill and Other Intangible Assets. SFAS No. 142 establishes accounting and reporting standards for intangible assets and goodwill. It requires that goodwill no longer be amortized to earnings, but instead be reviewed periodically for impairment. We adopted this pronouncement as of the beginning of our fiscal year 2002. Had the new pronouncement been adopted at the beginning of fiscal year 1998, goodwill amortization, after tax, of $3,328, $2,362, $2,191, and $1,934 would not have been recorded in fiscal years 2001, 2000, 1999 and 1998, respectively.

9

Cintas Corporation
Consolidated Condensed Balance Sheets
(In thousands except ratios)

		As of May 31,
		2002			2001			2000			1999			1998
Assets
Current assets:
	Cash and cash equivalents	$	40,628		$	73,724		$	52,182		$	15,803		$	13,423
	Marketable securities		44,458			36,505			57,640			72,315			88,154
	Accounts receivable, net		283,234			244,450			225,735			202,079			185,938
	Inventories		193,821			214,349			164,906			137,983			129,655
	Uniforms and other rental items in service		280,936			242,172			213,770			200,154			181,415
	Prepaid expenses		10,173			8,470			7,237			6,151			5,524
Total current assets			853,250			819,670			721,470			634,485			604,109
Property and equipment, at cost, net			778,402			702,132			642,507			573,087			488,971
Goodwill			678,598			123,753			120,487			104,548			108,457
Other assets			208,984			106,669			96,878			95,698			103,863
		$	2,519,234		$	1,752,224		$	1,581,342		$	1,407,818		$	1,305,400
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable	$	60,393		$	42,495		$	50,976		$	46,783		$	54,275
	Accrued compensation and related liabilities		29,004			35,140			28,140			25,521			21,470
	Accrued liabilities		143,496			94,960			90,058			83,209			70,908
	Deferred income taxes		61,372			57,703			49,614			40,214			43,745
	Long-term debt due within one year		18,369			20,605			16,604			16,370			11,741
Total current liabilities			312,634			250,903			235,392			212,097			202,139
Long-term debt due after one year			703,250			220,940			254,378			283,581			307,633
Deferred income taxes			79,591			49,066			48,696			40,717			38,833
Total liabilities			1,095,475			520,909			538,466			536,395			548,605
Shareholders’ equity:
	Preferred stock		—			—			—			—			—
	Common stock		66,508			62,409			54,738			49,974			47,062
	Retained earnings		1,365,136			1,174,330			992,450			825,268			712,249
	Other accumulated comprehensive loss		(7,885	)		(5,424	)		(4,312	)		(3,819	)		(2,516	)
Total shareholders’ equity			1,423,759			1,231,315			1,042,876			871,423			756,795
		$	2,519,234		$	1,752,224		$	1,581,342		$	1,407,818		$	1,305,400
Ratio:
Total debt to total capitalization(1)			33.6	%		16.4	%		20.6	%		25.6	%		29.7	%

(1) Total debt to total capitalization is calculated by dividing total short- and long-term debt by total shareholders’ equity and total short- and long-term debt.

Notes:

• Results prior to March 24, 1999, have been restated to include Unitog Company.

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DESCRIPTION OF NOTES

     The old notes were issued, and the new notes will be issued, under an indenture dated as of May 28, 2002, among Cintas Corporation, the subsidiary guarantors, us and Wachovia Bank, National Association, as trustee. The terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

     This Description of Notes is intended to be a useful overview of the material provisions of the notes and the indenture. Since this Description of Notes is only a summary, you should refer to the indenture for a complete description of our obligations and your rights.

     The terms of the new notes are identical in all material respects to the terms of the old notes, except that the transfer restrictions and registration rights relating to the old notes do not apply to the new notes. If we do not complete the exchange offer by November 22, 2002, holders of old notes that have complied with their obligations under the registration rights agreement will be entitled to additional interest in an amount equal to a rate of 0.25% per year on the notes until the consummation of the exchange offer. For purposes of this section, “notes” refers to both the old notes and the new notes.

General

The Notes

     The notes:

• will be initially limited to an aggregate principal amount of $225,000,000, in the case of the 5 1/8% notes, and $225,000,000, in the case of the 6% notes;

• the 5 1/8% notes will mature on June 1, 2007 and the 6% notes will mature on June 1, 2012, unless we exercise our option to redeem the notes prior to their stated maturity;

• will be issued in denominations of $1,000 and integral multiples of $1,000;

• will be represented by one or more registered notes in global form, but in certain circumstances may be represented by notes in definitive form. See “Book-Entry Settlement and Clearance”; and

• will be unconditionally guaranteed, jointly and severally, as to payment of principal, premium, if any, and interest by Cintas Corporation and the subsidiary guarantors.

Interest

     Interest on the notes will:

• accrue at the rate of 5 1/8% per annum on the 5 1/8% notes and at the rate of 6% per annum on the 6% notes;

• accrue from May 28, 2002;

• be payable semi-annually in arrears on June 1 and December 1 of each year (each an interest payment date), commencing December 1, 2002;

• be payable to the holders of record on the May 15 and November 15 (in each case whether or not a business day) immediately preceding the related interest payment date; and

• be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payment and Transfer

     Payment of principal of, and interest and premium, if any, on, any notes represented by one or more permanent global notes in definitive, fully registered form will be made to Cede & Co., the nominee for The Depository Trust Company (“DTC”), as the registered owner of the global notes by wire transfer of immediately available funds as described in “Book-Entry Settlement and Clearance.”

     Holders of certificated notes must surrender the notes to the paying agent to collect principal and interest payments at maturity. Principal, premium, if any, and interest on certificated notes will be payable at the office of the paying agent maintained

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for such purpose or, at our option, payment of principal, premium, if any, and interest may be made by check mailed to a holder’s registered address.

     If any interest payment date, redemption date or maturity date would otherwise be a day that is not a business day, the related payment of principal, premium, if any, and interest will be made on the next succeeding business day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next succeeding business day. As used in this prospectus, the term “business day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York.

     The notes may be presented for registration of transfer or exchange at the office of the registrar for the notes or at any other office or agency maintained by us or the registrar for such purpose. Initially, the trustee will act as registrar for the Notes. No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge payable in connection therewith. We are not required to transfer or exchange any note selected for redemption or for a period of 15 days before a selection of notes to be redeemed.

     The registered holder of a note will be treated as the owner of it for all purposes.

Optional Redemption

     The notes may be redeemed, at our option, in whole or in part, at any time at a redemption price equal to the greater of:

• 100% of the principal amount of the notes to be redeemed; and

• the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30 day months) at the applicable Treasury Rate plus 15 basis points, in the case of the 5 1/8% notes, and 20 basis points, in the case of the 6% notes, plus, in each case, accrued interest to the date of redemption.

     For purposes of determining the optional redemption price, the following definitions are applicable:

     “Treasury Rate” means, with respect to any redemption date for the notes,

• the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date of the notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issuer will be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month); or

• if the release referred to in the previous bullet (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

     The Treasury Rate will be calculated on the third business day preceding the redemption date.

     “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining terms of the notes.

     “Comparable Treasury Price” means, with respect to any redemption date:

• the average of the Reference Treasury Dealer Quotations obtained by the trustee for such redemption date, after excluding the highest and lowest of four such Reference Treasury Dealer Quotations, or

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• if the trustee is unable to obtain at least four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the trustee.

     “Independent Investment Banker” means Banc One Capital Markets, Inc., or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the trustee and reasonably acceptable to us.

     “Reference Treasury Dealer” means Banc One Capital Markets, Inc., (and its successors) and three other primary U.S. government securities dealers in New York City selected by the Independent Investment Banker (each, a “Primary Treasury Dealer”); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we shall substitute therefor another Primary Treasury Dealer.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date for the notes, an average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the notes (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

     On or after the redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption (unless we default in the payment of the redemption price and accrued interest). Holders of notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days before the date fixed for redemption. If fewer than all of the notes are to be redeemed, the trustee will select the particular notes or portions thereof for redemption from the outstanding notes not previously called, pro rata or by lot or in such other manner as the trustee deems fair and appropriate.

     Except as set forth above, the notes will not be redeemable by us prior to maturity and will not be entitled to the benefit of any sinking fund.

Further Issuances

     We may from time to time, without the consent of existing holders, create and issue further notes of either series, and such newly issued notes shall have the same interest rate, maturity and other terms as the notes of the applicable series. Additional notes issued in this manner will be consolidated with and will form a single series with the previously outstanding notes of such series.

Ranking

     The notes will be unsecured and unsubordinated debt of ours and will rank equally with all other existing and future unsecured and unsubordinated debt of ours. The notes will effectively rank junior to any secured debt of ours, Cintas Corporation or any of the subsidiary guarantors to the extent of the assets securing such debt and to all debt and other liabilities of any subsidiary of Cintas Corporation other than the subsidiary guarantors. The guarantees are unsecured and unsubordinated joint and several obligations of Cintas Corporation and each subsidiary guarantor and will rank equally with all other unsecured and unsubordinated obligations of Cintas Corporation and each such guarantor.

     At May 31, 2002, Cintas Corporation, Cintas No. 2, subsidiary guarantors and other subsidiaries had $0, $16.6 million, $1.2 million and $0, respectively, of secured debt. See also Note 15 to the consolidated financial statements of Cintas incorporated by reference into this prospectus.

Guarantees

     Cintas Corporation and the subsidiary guarantors fully and unconditionally guarantee, jointly and severally, on a senior unsecured basis, to each holder and the trustee, the full and prompt performance of our obligations under the indenture and the notes, including the payment of principal of and premium, if any, and interest on the notes. The subsidiary guarantors consist of all of the direct and indirect wholly-owned subsidiaries of Cintas Corporation (other than us) organized in any jurisdiction in the United States, which we refer to as domestic subsidiaries, subject to release as described below.

     Each subsidiary guarantee will be limited to an amount not to exceed the maximum amount that may be guaranteed by the applicable subsidiary guarantor without rendering that guarantee, as it relates to that subsidiary guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

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     We and Cintas Corporation have agreed in the indenture to cause (i) any future domestic Significant Subsidiary, at the time it becomes a direct or indirect wholly-owned subsidiary of Cintas Corporation, and (ii) any present or future subsidiary of Cintas Corporation, that is not otherwise a subsidiary guarantor of the notes, that becomes a guarantor under any of the Credit Agreements, in each case, to become a subsidiary guarantor under the indenture with respect to the notes of each series.

     Upon the sale or disposition (by merger or otherwise) of any subsidiary guarantor by Cintas Corporation or by any subsidiary of Cintas Corporation to any person that is not an affiliate of Cintas Corporation, such subsidiary guarantor will automatically be released from all obligations under its guarantee; provided that such release shall occur if and only to the extent that all obligations of such subsidiary guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure indebtedness of us, Cintas Corporation or any subsidiary of Cintas Corporation shall also terminate upon such sale or disposition. In addition, at any time, upon our request and without the consent of the holders of the notes, any subsidiary guarantor (other than a Significant Subsidiary) may be released from all obligations under its guarantee provided that such release shall occur if and only to the extent that all obligations of such subsidiary guarantor under all of its guarantees of the indebtedness of us, Cintas Corporation or any other subsidiary of Cintas Corporation shall also terminate at the time of such release. If, upon the sale of all or substantially all of the assets of a subsidiary guarantor, or otherwise, such subsidiary guarantor is no longer a Significant Subsidiary, the guarantee of such subsidiary guarantor may be released subject to the conditions set forth in the immediately preceding sentence.

     At the date of this prospectus, Cintas Corporation No. 3, a direct subsidiary of Cintas Corporation and our direct parent company, is the only Significant Subsidiary Guarantor. The other subsidiary guarantors, singly or in the aggregate, currently do not constitute a Significant Subsidiary.

Certain Covenants

     Except as set forth herein, neither we, Cintas Corporation or any other subsidiary of Cintas Corporation will be restricted by the indenture from incurring any type of indebtedness or other obligation, from selling all or substantially all of the assets of a subsidiary, from paying dividends or making distributions on our or their capital stock or purchasing or redeeming our or their capital stock. In addition, the indenture will not contain any provisions that would require us, Cintas Corporation, or any other subsidiary of Cintas Corporation to repurchase or redeem or otherwise modify the terms of any of the notes upon a change in control or other events involving us, Cintas Corporation, or any other subsidiary of Cintas Corporation which may adversely affect the creditworthiness of the notes.

Limitations on Liens

     The indenture will provide that we and the guarantors will not, and will not permit any Subsidiary to, create, assume, incur or suffer to exist any Lien other than Permitted Liens, the exempted Liens and sale-leaseback transactions described below upon any Principal Property or upon any shares of Capital Stock or Debt of any Subsidiary owning or leasing any Principal Property, whether owned or leased on the date of the indenture or thereafter acquired, to secure any Debt incurred or guaranteed by us, the guarantors or any Subsidiary (other than the notes), without in any such case making effective provision whereby all of the notes outstanding (together with, if we so determine, any other Debt or guarantee thereof by us or the guarantors ranking equally with the notes) shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured.

Restriction on Sale-Leasebacks

     The indenture will provide that, except as described below under “Exempted Liens and Sale-Leaseback Transactions”, we and the guarantors will not, and will not permit any Subsidiary to, engage in the sale or transfer by us, the guarantors or any Subsidiary of any Principal Property to a person (other than Cintas Corporation or a Subsidiary) and the taking back by Cintas or any Subsidiary, as the case may be, of a lease of such Principal Property, unless:

     (1) such sale-leaseback transaction involves a lease for a period, including renewals, of not more than three years; or

     (2) we, the guarantors or such Subsidiary, within a one-year period after such sale-leaseback transaction, applies or causes to be applied an amount not less than the net proceeds from such sale-leaseback transaction to the prepayment, repayment, redemption, reduction or retirement (other than pursuant to any mandatory sinking fund, redemption or prepayment provision) of Funded Debt.

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Exempted Liens and Sale-Leaseback Transactions

     Notwithstanding the foregoing restrictions on Liens and sale-leaseback transactions, the indenture will provide that we and the guarantors may, and may permit any Subsidiary to, create, assume, incur, or suffer to exist any Lien other than a Permitted Lien upon any Principal Property or upon any shares of Capital Stock or Debt of any Subsidiary owning or leasing any Principal Property to secure Debt incurred or guaranteed by Cintas Corporation or any Subsidiary (other than the notes) or effect any sale-leaseback transaction of a Principal Property that is not excepted by clauses (1) or (2), of the first paragraph under “Restriction On Sale—Leasebacks,” above without equally and ratably securing the notes provided that, after giving effect thereto, the aggregate principal amount of outstanding Debt (other than the notes) secured by Liens other than Permitted Liens upon Principal Property and/or upon such shares of Capital Stock or Debt plus the Attributable Debt from sale-leaseback transactions of Principal Property not so excepted, do not exceed 15% of Consolidated Net Worth.

Reporting Requirements

     Cintas Corporation and, to the extent then required by Rule 144A, we and the subsidiary guarantors, will agree in the indenture that, in order to render the notes eligible for resale pursuant to Rule 144A, while any of such notes remain outstanding and “restricted securities” (within the meaning of Rule 144(a)(3) under the Securities Act), Cintas Corporation and, to the extent then required by Rule 144A, we and the subsidiary guarantors, will make available, upon request, to any holder or owner or prospective purchaser of the notes, the information specified in Rule 144A(d)(4) with respect to Cintas Corporation and its subsidiaries and, to the extent then required by Rule 144A, with respect to us and our subsidiaries, unless such information is furnished to the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

Certain Definitions

     Certain terms used in this section are defined in the indenture as follows:

     “364-Day Credit Agreement” means the Amended and Restated 364-Day Credit Agreement dated as of April 30, 2002 among Cintas No. 2, a borrower, Cintas Corporation, as parent guarantor, the lenders from time to time party thereto and Bank One, NA, as agent.

     “Attributable Debt,” means, as to any particular lease at any date as of which the amount thereof is to be determined, the total net amount of rent (discounted from the respective due dates thereof at the rate per annum set forth or implicit in the terms of such lease, compounded semiannually) required to be paid by the lessee under such lease during the remaining term thereof. The net amount of rent required to be paid under any such lease for any such period shall be the total scheduled amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease that is terminable by the lessee upon the payment of a penalty or other termination payment, such amount shall be the amount determined assuming termination upon the first date such lease may be terminated (in which case the amount shall also include the amount of the penalty or termination payment, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

     “Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) in the equity interests of such Person, including without limitation, (i) with respect to a corporation, common stock, preferred stock and any other capital stock, (ii) with respect to a partnership, partnership interests (whether general or limited), and (iii) with respect to a limited liability company, limited liability company interests.

     “Consolidated Net Worth” means at any time the consolidated stockholders’ equity of Cintas and its Subsidiaries calculated on a consolidated basis as of such time.

     “Credit Agreement” or “Credit Agreements” means (i) the 364-Day Credit Agreement and the Three-Year Credit Agreement and (ii) any future credit facility or lending arrangement for indebtedness of us or Cintas Corporation between us and/or Cintas Corporation and one or more third party lenders.

     “Debt” means indebtedness for borrowed money.

     “Funded Debt” means Debt having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months but by its terms being renewable or extendible beyond 12 months from such date at the option of the obligor.

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     “GAAP” means generally accepted accounting principles in the United States of America.

     “Lien” means and includes any mortgage, pledge, lien, security interest, conditional sale or other title retention agreement or other similar encumbrance.

     “Permitted Liens” means:

     (1)  Liens for taxes, assessments or governmental charges or levies on property if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings and for which adequate reserves shall have been set aside in accordance with GAAP.

     (2)  Liens imposed by law, such as landlord’s, carriers’, warehousemen’s and mechanics’ liens and other similar liens arising in the ordinary course of business that secure payment of obligations not more than 60 days past due or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP.

     (3)  Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation (other than Liens in favor of the Pension Benefit Guaranty Corporation) or good faith deposits in connection with bids, tenders, contracts (other than for the payment of debt) or leases or subleases to which we, Cintas Corporation or any other subsidiary of Cintas Corporation is a party, or deposits to secure public or statutory obligations of us, Cintas Corporation or any other subsidiary of Cintas Corporation or deposits of cash or United States government bonds to secure surety or appeal bonds to which we, Cintas Corporation or any other subsidiary of Cintas Corporation is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business.

     (4)  Utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and that do not in any material way affect the marketability of the same or interfere with the use thereof in the business of Cintas Corporation or its subsidiaries.

     (5)  Liens existing on the date hereof, provided that no increase in the principal amount secured thereby is permitted.

     (6)  Liens on property or assets of any Person existing at the time such Person becomes a subsidiary or is merged with or into or consolidated with us, Cintas Corporation or any other subsidiary of Cintas Corporation, or at the time of a sale, lease or other disposition of the properties of a Person as an entirety or substantially as an entirety to us, Cintas Corporation or any other subsidiary of Cintas Corporation or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such Person becoming a Subsidiary and not in contemplation of any such merger or consolidation or any such sale, lease or other disposition; provided that such Liens shall not extend to our property or assets or any other property or assets of Cintas Corporation or any other subsidiary of Cintas Corporation.

     (7)  Liens on our property or assets or any other property or assets of Cintas Corporation or any other subsidiary of Cintas Corporation existing at the time of acquisition thereof (including acquisitions through merger or consolidation); provided that such Liens were in existence prior to and were not created in contemplation of such acquisition and shall not extend to our property or assets or any other property or assets of Cintas Corporation or any other subsidiary of Cintas Corporation.

     (8)  Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Lien referred to in the foregoing clauses; provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured prior to such extension, renewal or replacement and that such extension, renewal or replacement Lien shall be limited to all or a part of the assets that secured the Lien so extended, renewed or replaced (plus improvements and construction on such real property).

     “Person” means any individual, corporation, partnership, association, joint venture, trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     “Principal Property” means, whether owned or leased on the date of the indenture or thereafter acquired, each manufacturing or processing plant or facility of ours, any guarantor of any of their respective subsidiaries located in the United States of America.

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     “Significant Subsidiary” means at any date of determination, any Subsidiary of Cintas Corporation that, together with its Subsidiaries, (i) for Cintas’ most recent fiscal quarter, accounted for more than 15% of the consolidated revenues of Cintas or (ii) as of the end of such fiscal quarter, was the owner of more than 25% of the consolidated assets of Cintas.

     “Significant Subsidiary Guarantor” means any subsidiary guarantor that is a Significant Subsidiary.

     “Subsidiary” means any corporation, limited liability company or other business entity of which more than 50% of the total voting power of the equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof or any partnership of which more than 50% of the partnership interests (considering all general and limited partnership interests as a single class) is, in each case, at the time owned or controlled, directly or indirectly, by Cintas Corporation, one or more of the Subsidiaries of Cintas Corporation, or combination thereof.

     “Three-Year Credit Agreement” means the Three-Year Credit Agreement dated as of January 31, 2002 among Cintas No. 2, as borrower, Cintas Corporation, as parent guarantor, the lenders from time to time party thereto and Bank One, NA, as agent, as amended by First Amendment to Three-Year Credit Agreement dated as of April 30, 2002 among Cintas No. 2, as Borrower, Cintas Corporation, as parent guarantor, the lenders from time to time party thereto and Bank One, NA, as agent.

Merger, Consolidation or Sale of Assets

     The indenture will provide that Cintas Corporation may not, and will not permit any Subsidiary, including us, to consolidate with or merge with or into, or sell, lease, convey all or substantially all of its assets to, another Person unless:

     (1)  in the case of Cintas Corporation or Cintas No. 2, the resulting, surviving or transferee Person is either Cintas Corporation, or, as the case may be, Cintas No. 2, or is a corporation organized under the laws of the United States, any state or the District of Columbia and assumes by supplemental indenture all of Cintas Corporation’s or our obligations, as the case may be, under the indenture and the guarantee or the notes, as the case may be;

     (2)  in the case of a Significant Subsidiary Guarantor, the resulting, surviving or transferee Person is Cintas Corporation, Cintas No. 2 or another subsidiary guarantor, or, subject to satisfaction of the conditions to release described under “Guarantees” above, any other Person;

     (3)  in the case of a Subsidiary other than a Significant Subsidiary Guarantor, in any such transaction involving Cintas Corporation, Cintas No. 2 or a subsidiary guarantor, Cintas Corporation, Cintas No. 2 or the subsidiary guarantor, as the case may be, is the resulting surviving or transferee Person;

     (4)  immediately after giving effect to the transaction no Event of Default or event that with notice or lapse of time or both would be an Event of Default has occurred and is continuing;

     (5)  the guarantees shall remain in full force and effect (subject to release in accordance with the conditions described under “Guarantees” above); and

     (6)  an officers’ certificate and legal opinion covering these conditions shall be delivered to the trustee.

     The successor will be substituted, if applicable, for the applicable party to the indenture with the same effect as if it had been an original party to the indenture. Thereafter, the successor may exercise the rights and powers of such party under the indenture.

Events of Default

     Each of the following will be an Event of Default under the indenture with respect to the notes of each series:

     (1)  default in any payment of interest or additional interest (as required by the exchange and registration rights agreement) on any note of such series when due, continued for 30 days;

     (2)  default in the payment of principal of or premium, if any, on any note of such series when due at its stated maturity, upon optional redemption, upon declaration or otherwise;

     (3)  failure by us or any guarantor to comply for 60 days after notice with the other agreements contained in the indenture or the notes;

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     (4)  there occurs with respect to any issue or issues of Debt of Cintas Corporation or any of its Subsidiaries, including us (including an Event of Default under any other series of securities), having an outstanding principal amount of $25,000,000 or more in the aggregate for all such issues of all such Persons, whether such Debt exists on the date of the indenture or is thereafter created, (a) an event of default that has caused the holder thereof to declare such Debt to be due and payable prior to its stated maturity and such Debt has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (b) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;

     (5)  any guarantee in respect of the notes by Cintas Corporation or a Significant Subsidiary Guarantor shall for any reason cease to be, or be asserted in writing by any guarantor thereof or us not to be, in full force and effect, and enforceable in accordance with its terms (other than by reason of the termination of the indenture or the release of any such guarantee in accordance with the terms of the indenture), provided, however, that if we or any guarantor asserts in writing that any such guarantee is not in full force and effect and enforceable in accordance with its terms, such assertion shall not constitute an Event of Default for purposes of this paragraph if (i) such written assertion is accompanied by an opinion of counsel to the effect that, as a matter of law, the defect or defects rendering such guarantee unenforceable can be remedied within 10 days of the date of such assertion, (ii) we or such guarantor delivers an officers’ certificate to the effect that we or such guarantor represents that such defect or defects shall be so remedied within such 10-day period, and (iii) such defect or defects are in fact so remedied within such 10-day period; provided, that any reduction in the maximum amount of any such guarantee as a result of fraudulent conveyance or similar law shall not be deemed an Event of Default; and

     (6)  certain events of bankruptcy, insolvency or reorganization of us, Cintas Corporation or any Significant Subsidiary Guarantor.

However, a default under clause (3) of this paragraph will not constitute an Event of Default until the trustee or the holders of 25% in principal amount of the outstanding notes of such series notify us and the guarantors, by registered or certified mail, of the default and such default is not cured within the time specified in clause (3) of this paragraph after receipt of such notice.

     If an Event of Default (other than an Event of Default described in clause (6) above) occurs and is continuing, the trustee by notice to us or the holders of at least 25% in principal amount of the outstanding notes of such series by written notice to us and the trustee, may, and the trustee at the request of such holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the notes of such series to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. If an Event of Default described in clause (6) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the notes of such series will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holders. The holders of a majority in aggregate principal amount of the outstanding notes of such series may waive all past defaults (except with respect to nonpayment of principal, premium or interest and certain other defaults which require the consent of each noteholder affected) and rescind any such acceleration with respect to the notes and its consequences if rescission would not conflict with any judgment or decree of a court of competent jurisdiction and all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes of such series that have become due solely by such declaration of acceleration, have been cured or waived.

     Subject to the provisions of the indenture relating to the duties of the trustee, if an Event of Default occurs and is continuing with respect to a series of notes, the trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders unless such holders have offered to the trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:

• such holder has previously given the trustee notice that an Event of Default is continuing;

• holders of not less than 25% in principal amount of the outstanding notes of such series have requested the trustee in writing to pursue the remedy;

• such holders have offered the trustee reasonable security or indemnity against any cost, liability or expense;

• the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and

• the holders of a majority in principal amount of the outstanding notes of such series have not given the trustee a direction that, in the opinion of the trustee, is inconsistent with such written request within such 60-day period.

     Subject to certain restrictions, the holders of a majority in principal amount of the outstanding notes of such series are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or of

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exercising any trust or power conferred on the trustee. The trustee, however, may refuse to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. Prior to taking any action under the indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

     The holders of any note, however, will have an absolute right to receive payment of the principal of, and premium, if any, and interest on, such note as expressed therein and to institute suit for the enforcement of such payment.

     The indenture provides that if a default occurs and is continuing with respect to a series of notes and is known to the trustee, the trustee must mail to each holder of notes of such series notice of the default within 90 days after it occurs. Except in the case of a default in the payment of principal of, premium, if any, or interest on any note, the trustee may withhold notice if the trustee determines that withholding notice is in the interests of the holders. In addition, we are required to deliver to the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any default that occurred during the previous year.

Modification, Amendments and Waivers

     Modifications and amendments of the indenture may be made by us and the trustee with the consent of the holders of a majority in principal amount of the debt securities of a series (including the notes) then outstanding under the indenture (including consents obtained in connection with a tender offer or exchange offer for the notes). However, without the consent of each holder of an outstanding note affected, no amendment may, among other things:

• reduce the amount of notes whose holders must consent to an amendment;

• reduce the stated rate of or extend the stated time for payment of interest on any note;

• reduce the principal of or change the stated maturity of any note;

• reduce the amount payable upon the redemption of any note or change the time at which any note may be redeemed;

• make any note payable in money other than that stated in the note;

• modify or effect in any manner adverse to holders the terms and conditions of the obligations of the guarantors in respect of the due and punctual payment of principal of, or premium, if any, or interest on the notes;

• impair the right of any holder to receive payment of principal of, premium, if any, and interest on such holder’s notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s notes; or

• make any change in the amendment provisions that require each holder’s consent or in the waiver provisions.

     The holders of a majority in aggregate principal amount of the outstanding notes of each series, on behalf of all holders of notes of such series, may waive compliance by the guarantors or us with certain restrictive provisions of the indenture. Subject to certain rights of the trustee as provided in the indenture, the holders of a majority in aggregate principal amount of the notes of each series, on behalf of all holders of such series, may waive any past default under the indenture (including any such waiver obtained in connection with a tender offer or exchange offer for the notes), except a default in the payment of principal, premium or interest or a default in respect of a provision that under the indenture that cannot be modified or amended without the consent of the holder of each note that is affected.

     Without the consent of any holder, the trustee and we may amend the indenture to among other things:

• cure any ambiguity, omission, defect or inconsistency or to make any other provisions with respect to matters or questions arising under the indenture that will not adversely affect the interests of the holders of any notes in any material respect;

• provide for the assumption by a successor of our or a guarantor’s obligations under the indenture;

• provide for a successor trustee with respect to the notes of each series;

• add additional guarantees with respect to the notes;

• add any additional Events of Default;

• secure the notes;

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• add to the covenants of the guarantors or us for the benefit of the holders or surrender any right or power conferred upon the guarantors or us;

• make any change that does not adversely affect the rights of any holder; or

• comply with any requirement of the Securities and Exchange Commission in connection with the qualification of the indenture under the Trust Indenture Act.

     The consent of the holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment under the indenture becomes effective, we are required to mail to the holders a notice briefly describing such amendment. However, the failure to give such notice to all the holders, or any defect therein, will not impair or affect the validity of the amendment.

     Each series of notes, together with the related new notes, will constitute a single series of senior debt securities under the indenture. If the exchange offer is consummated, holders of notes who do not exchange their notes for new notes of the respective series will vote together with holders of the new notes of such series for all relevant purposes under the indenture. In that regard, the indenture requires that certain actions by the holders of each series thereunder (including acceleration following an Event of Default) must be taken, and certain rights must be exercised, by specified minimum percentages of the aggregate principal amount of the outstanding securities of the related series. In determining whether holders of the requisite percentage in principal amount have given any notice, consent or waiver or taken any other action permitted under the indenture, any notes of each series which remain outstanding after the exchange offer will be aggregated with the new notes of such series and the holders of such notes and the related new notes will vote together as a single class for all such purposes. Accordingly, all references in this section to specified percentages in aggregate principal amount of the outstanding notes mean, at any time after the exchange offer is consummated, such percentages in aggregate principal amount of the notes of such series and the related new notes then outstanding.

Discharge, Defeasance and Covenant Defeasance

     We may discharge certain obligations to holders of the notes of each series that have not already been delivered to the trustee for cancellation and that either have become due and payable or will be come due and payable within one year (or scheduled for redemption within one year) by irrevocably depositing with the trustee, in trust, funds in an amount sufficient to pay the entire indebtedness of the notes of such series in respect of principal and interest to the date of such deposit (if such notes have become due and payable) or to the stated maturity or redemption date, as the case may be.

     The indenture provides that we may elect either (i) to defease and discharge ourselves and the guarantors from any and all obligations with respect to the notes of each series (except for the obligations to register the transfer or exchange of the notes, to replace temporary or mutilated, destroyed, lost or stolen notes, to maintain an office or agency in respect of the notes and to hold moneys for payment in trust) (“defeasance”) or (ii) to release ourselves and the guarantors from the obligations with respect to the notes of such series under the provisions of the indenture described under “Certain Covenants—Limitations on Liens” and “—Restriction on Sale-Leaseback,” and any omission to comply with such obligations shall not constitute a default or an Event of Default with respect to the notes of the applicable series (“covenant defeasance”), in either case upon the irrevocable deposit by us or the guarantors with the trustee, in trust, of cash or Government Obligations (as defined below), or both, which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of and premium, if any, and interest on the notes on the schedule due dates thereof.

     Such a trust may only be established if, among other things, we have delivered to the trustee a legal opinion to the effect that the holders of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and such legal opinion, in the case of defeasance, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable United States federal income tax laws occurring after the date of the issuance of the notes.

     “Government Obligations” means securities which are (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of an entity controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by

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the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by such depository receipt.

Concerning the Trustee

     Wachovia Bank, National Association (“Wachovia”) is the trustee under the indenture, and we have also appointed Wachovia as registrar and paying agent with regard to the notes. Wachovia is an affiliate of one of the initial purchasers of the old notes and is a lender under certain of our credit facilities.

Governing Law

     The indenture provides that it, the notes will be governed by, and construed in accordance with, the laws of the State of New York.

Book-Entry Settlement Procedures and Form

The Global Notes

     The notes will be issued in the form of one or more registered notes in global form, without interest coupons (the “global notes’’).

     Upon issuance, each of the global notes will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., as nominee of DTC. Upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal amount of the global note to the accounts of the DTC participants; and ownership of beneficial interests in each global note will be limited to persons who have accounts with DTC (“DTC participants”), including Euroclear and Clearstream, or persons who hold interests through DTC participants.

     DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended; and

• a “clearing agency” registered under Section 17A of the Exchange Act.

     DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers of the old notes; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

     We expect that pursuant to procedures established by DTC, upon the deposit of the global notes with DTC, DTC will credit on its book entry registration and transfer system the principal amount of notes represented by such global notes to the accounts of participants. Ownership of beneficial interests in the Global Notes will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global notes will be shown on and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants’ interests), the participants and the indirect participants (with respect to the owners of beneficial interests in the global note other than participants). All interests in a global note deposited with DTC are subject to the procedures and requirements of DTC.

     So long as DTC’s nominee is the registered holder of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

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• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

     As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

     Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we, the guarantors nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

     Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC. Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

     DTC has agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems. However, DTC is not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither the guarantors, the trustee nor we will have any responsibility for the performance by DTC or its participants or indirect participants of their obligations under the rules and procedures governing their operations.

     We expect that DTC (or its nominee), upon receipt of any payment of principal of, premium, if any, or interest on the global notes will credit the accounts of their relevant participants or account holders, as applicable, with payments in amounts proportionate to their respective beneficial interests in the principal amount of the applicable global note as shown on the records of DTC (or its nominee). We also expect that payments by participants or indirect participants or account holders, as applicable, to owners of beneficial interests in the global notes held through such participants or indirect participants or account holders will be governed by standing instructions and customary practices and will be the responsibility of such participants or indirect participants or account holders, as applicable. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the global notes for any note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or indirect participants, or the relationship between such participants or indirect participants, and the owners of beneficial interests in the global notes owning through such participants.

     All amounts payable under the notes will be payable in U.S. dollars, except as may otherwise be agreed between any applicable securities clearing system and any holders. Payments will be subject in all cases to any fiscal or other laws and regulations (including any regulations of any applicable securities clearing system) applicable thereto. None of the trustee, us, a guarantor or any of their respective agents shall be liable to any holder of a Global Note or other person for any commissions, costs, losses or expenses in relation to or resulting from any currency conversion or rounding effected in connection therewith. Investors may be subject to foreign exchange risks that may have important economic and tax consequences to them.

Certificated Notes

     Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• we, at our option, notify the trustee that we elect to cause the issuance of certificated notes; or

• an event of default as provided in the indenture with respect to the notes should occur and be continuing.

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THE EXCHANGE OFFER

     In a registration rights agreement among Cintas Corporation, Cintas No. 2, the subsidiary guarantors and the initial purchasers of the old notes, we agreed:

     (1)  to file a registration statement on or prior to August 26, 2002 with respect to an offer to exchange the old notes for a new issue of notes, with terms substantially the same as of the old notes but registered under the Securities Act;

     (2)  to use our best efforts to cause the registration statement to be declared effective by the SEC on or prior to October 25, 2002; and

     (3)  use our best efforts to consummate the exchange offer and issue the new notes by November 24, 2002.

     The registration rights agreement provides that, if we fail to consummate the exchange offer by November 22, 2002, we will be required to pay additional interest on the old notes over and above the regular interest on the notes. Once we complete this exchange offer, we will no longer be required to pay additional interest on the old notes.

     The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or acceptance of the exchange offer would violate the securities or blue sky laws of that jurisdiction.

Terms of the Exchange Offer; Period for Tendering Old Notes

     This prospectus and the accompanying letter of transmittal contain the terms and conditions of the exchange offer. Upon the terms and subject to the conditions included in this prospectus and in the accompanying letter of transmittal, which together are the exchange offer, we will accept for exchange old notes that are properly tendered on or prior to the expiration date, unless you have previously withdrawn them.

• When you tender to us old notes as provided below, our acceptance of the old notes will constitute a binding agreement between you and us upon the terms and subject to the conditions in this prospectus and in the accompanying letter of transmittal.

• For each $1,000 principal amount of old notes surrendered to us in the exchange offer, we will give you $1,000 principal amount of new notes.

• We will keep the exchange offer open for not less than 20 business days, or longer if required by applicable law, after the date that we first mail notice of the exchange offer to the holders of the old notes. We are sending this prospectus, together with the letter of transmittal, on or about the date of this prospectus to all of the registered holders of old notes at their addresses listed in the trustee’s security register with respect to the old notes.

• The exchange offer expires at 5:00 p.m., New York City time, on      , 2002; provided, however, that we, in our sole discretion, may extend the period of time for which the exchange offer is open. The term “expiration date” means      , 2002 or, if extended by us, the latest time and date to which the exchange offer is extended.

• As of the date of this prospectus, $450,000,000 in aggregate principal amount of old notes were outstanding. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered.

• Our obligation to accept old notes for exchange in the exchange offer is subject to the conditions that we describe in the section called “Conditions to the Exchange Offer” below.

• We expressly reserve the right, at any time, to extend the period of time during which the exchange offer is open, and thereby delay acceptance of any old notes, by giving oral or written notice of an extension to the exchange agent and notice of that extension to the holders as described below. During any extension, all old notes previously tendered will remain subject to the exchange offer unless withdrawal rights are exercised. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

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• We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes that we have not yet accepted for exchange, if any of the conditions of the exchange offer specified below under “Conditions to the Exchange Offer” are not satisfied.

• We will give oral or written notice of any extension, amendment, termination or non-acceptance described above to holders of the old notes as promptly as practicable. If we extend the expiration date, we will give notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement and subject to applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a release to the Dow Jones News Service.

• Holders of old notes do not have any appraisal or dissenters’ rights in connection with the exchange offer.

• Old notes that are not tendered for exchange or are tendered but not accepted in connection with the exchange offer will remain outstanding and be entitled to the benefits of the indenture but will not be entitled to any further registration rights under the registration rights agreement.

• We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder.

• By executing, or otherwise becoming bound by, the letter of transmittal, you will be making the representations described below to us. See “—Resales of the New Securities.”

Important Rules Concerning The Exchange Offer

     You should note that:

• All questions as to the validity, form, eligibility, time of receipt and acceptance of old notes tendered for exchange will be determined by us in our sole discretion, which determination shall be final and binding.

• We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or to not accept any particular old notes which acceptance might, in our judgment or the judgment of our counsel, be unlawful.

• We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender old notes in the exchange offer. Unless we agree to waive any defect or irregularity in connection with the tender of old notes for exchange, you must cure any defect or irregularity within any reasonable period of time as we shall determine.

• Our interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date shall be final and binding on all parties.

• None of Cintas No. 2, Cintas Corporation, the subsidiary guarantors, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of old notes for exchange, nor shall any of them incur any liability for failure to give any notification.

Procedures for Tendering Old Notes

What to submit and how

     If you, as the registered holder of old notes, wish to tender your old notes for exchange in the exchange offer, you must transmit a properly completed and duly executed letter of transmittal to Wachovia Bank, National Association at the address set forth below under “Exchange Agent” on or prior to the expiration date.

     In addition,

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     (1)  certificates for old notes must be received by the exchange agent along with the letter of transmittal, or

     (2)  a timely confirmation of a book-entry transfer of old notes, if such procedure is available, into the exchange agent’s account at DTC using the procedure for book-entry transfer described below, must be received by the exchange agent prior to the expiration date or

     (3)  you must comply with the guaranteed delivery procedures described below.

     The method of delivery of old notes, letters of transmittal and notices of guaranteed delivery is at your election and risk. If delivery is by mail, we recommend that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No letters of transmittal or old notes should be sent to us.

How to sign your letter of transmittal and other documents

     Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes being surrendered for exchange are tendered

     (1)  by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or

     (2)  for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, the guarantees must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Agent, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Exchange Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

     If the letter of transmittal or any old notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers or corporations or others acting in a fiduciary or representative capacity, the person should so indicate when signing and, unless waived by us, proper evidence satisfactory to us of its authority to so act must be submitted.

Acceptance of Old Notes for Exchange; Delivery of New Notes

     Once all of the conditions to the exchange offer are satisfied or waived, we will accept, promptly after the expiration date, all old notes properly tendered and will issue the new notes promptly after acceptance of the old notes. See “Conditions to the Exchange Offer” below. For purposes of the exchange offer, our giving of oral or written notice of our acceptance to the exchange agent will be considered our acceptance of the exchange offer.

     In all cases, we will issue new notes in exchange for old notes that are accepted for exchange only after timely receipt by the exchange agent of:

• certificates for old notes, or

• a timely book-entry confirmation of transfer of old notes into the exchange agent’s account at DTC using the book-entry transfer procedures described below, and

• a properly completed and duly executed letter of transmittal.

     If we do not accept any tendered old notes for any reason included in the terms and conditions of the exchange offer or if you submit certificates representing old notes in a greater principal amount than you wish to exchange, we will return any unaccepted or non-exchanged old notes without expense to the tendering holder or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC using the book-entry transfer procedures described below, non-exchanged old notes will be credited to an account maintained with DTC as promptly as practicable after the expiration or termination of the exchange offer.

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Book-Entry Transfer

     The exchange agent will make a request to establish an account with respect to the old notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems may make book-entry delivery of old notes by causing DTC to transfer old notes into the exchange agent’s account in accordance with DTC’s Automated Tender Offer Program procedures for transfer. However, the exchange for the old notes so tendered will only be made after timely confirmation of book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message, transmitted by DTC and received by the exchange agent and forming a part of a book-entry confirmation. The agent’s message must state that DTC has received an express acknowledgment from the participant tendering old notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the agreement against that participant.

     Although delivery of old notes may be effected through book-entry transfer into the exchange agent’s account at DTC, the letter of transmittal, or a facsimile copy, properly completed and duly executed, with any required signature guarantees, must in any case be delivered to and received by the exchange agent at its address listed under “—Exchange Agent” on or prior to the expiration date.

     If your old notes are held through DTC, you must complete a form called “instructions to registered holder and/or book-entry participant,” which will instruct the DTC participant through whom you hold your notes of your intention to tender your old notes or not tender your old notes. Please note that delivery of documents to DTC in accordance with its procedures does not constitute delivery to the exchange agent and we will not be able to accept your tender of notes until the exchange agent receives a letter of transmittal and a book-entry confirmation from DTC with respect to your notes. A copy of that form is available from the exchange agent.

Guaranteed Delivery Procedures

     If you are a registered holder of old notes and you want to tender your old notes but your old notes are not immediately available, or time will not permit your old notes to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if

     (1)  the tender is made through an eligible institution,

     (2)  prior to the expiration date, the exchange agent receives, by facsimile transmission, mail or hand delivery, from that eligible institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, stating:

• the name and address of the holder of old notes

• the amount of old notes tendered

• the tender is being made by delivering that notice and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates of all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, will be deposited by that eligible institution with the exchange agent,

and

     (3)  the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, are received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery.

Withdrawal Rights

     You can withdraw your tender of old notes at any time on or prior to the expiration date.

     For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent.” Any notice of withdrawal must specify:

• the name of the person having tendered the old notes to be withdrawn;

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• the old notes to be withdrawn;

• the principal amount of the old notes to be withdrawn;

• if certificates for old notes have been delivered to the exchange agent, the name in which the old notes are registered, if different from that of the withdrawing holder;

• if certificates for old notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of those certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless you are an eligible institution; and

• if old notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of that facility.

• Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any old notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

     If you have properly withdrawn old notes and wish to re-tender them, you may do so by following one of the procedures described under “Procedures for Tendering Old Notes” above at any time on or prior to the expiration date.

Conditions to the Exchange Offer

     Notwithstanding any other provisions of the exchange offer, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the acceptance of old notes for exchange or the exchange of the new notes for old notes, that acceptance or issuance would violate applicable law or any interpretation of the staff of the SEC.

     That condition is for our sole benefit and may be asserted by us regardless of the circumstances giving rise to that condition. Our failure at any time to exercise the foregoing rights shall not be considered a waiver by us of that right. Our rights described in the prior paragraph are ongoing rights that we may assert at any time and from time to time.

     In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the indenture under the Trust Indenture Act.

Exchange Agent

     Wachovia Bank, National Association has been appointed as the exchange agent for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent, addressed as follows:

Deliver To:
Wachovia Bank, National Association, Exchange Agent
Wachovia Customer Information Center
Corporate Trust Operations NC1153
1525 West W.T. Harris Boulevard 3C3
Charlotte, North Carolina 28262-1153
Attn: Tiffany Williams

Facsimile Transmissions:
(704) 590-7828

To Confirm by Telephone
or for Information:
(704) 590-7409

     Delivery to an address other than as listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery.

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Fees and Expenses

     The principal solicitation is being made by mail; however, additional solicitation may be made by electronic mail, telephone or in person by our officers, regular employees and affiliates. We will not pay any additional compensation to any of our officers and employees who engage in soliciting tenders. We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

     The estimated cash expenses to be incurred in connection with the exchange offer, including legal, accounting, SEC filing, printing and exchange agent expenses, will be paid by us and are estimated in the aggregate to be $     .

Transfer Taxes

     Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

Resale of the New Notes

     Under existing interpretations of the staff of the SEC contained in several no-action letters to third parties, the new notes will in general be freely transferable after the exchange offer without further registration under the Securities Act. The relevant no-action letters include the Exxon Capital Holdings Corporation letter, which was made available by the SEC on May 13, 1988, and the Morgan Stanley & Co. Incorporated letter, made available on June 5, 1991.

     However, any purchaser of old notes who is an “affiliate” of Cintas Corporation or who intends to participate in the exchange offer for the purpose of distributing the new notes

     (1)  will not be able to rely on the interpretation of the staff of the SEC,

     (2)  will not be able to tender its old notes in the exchange offer and

     (3)  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the notes unless that sale or transfer is made using an exemption from those requirements.

     By executing, or otherwise becoming bound by, the Letter of Transmittal each holder of the old notes will represent that:

     (1)  it is not our “affiliate” as such term is defined in Rule 405 promulgated under the Securities Act;

     (2)  any new notes to be received by it were acquired in the ordinary course of its business; and

     (3)  it has no arrangement or understanding with any person to participate, and is not engaged in and does not intend to engage, in the “distribution,” within the meaning of the Securities Act, of the new notes.

In addition, in connection with any resales of new notes, any broker-dealer participating in the exchange offer who acquired notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position in the Shearman & Sterling no-action letter, which it made available on July 2, 1993, that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes, other than a resale of an unsold allotment from the original sale of the old notes, with the prospectus contained in the exchange offer registration statement. Under the registration rights agreement, we are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus as it may be amended or supplemented from time to time, in connection with the resale of new notes.

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Consequences of Failing to Exchange Old Notes

     Holders who desire to tender their old notes in exchange for new notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to the tenders of old notes for exchange.

     Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legend on the old notes and in the offering memorandum, dated May 22, 2002, relating to the old notes. Except in limited circumstances with respect to the specific types of holders of old notes, we will have no further obligation to provide for the registration under the Securities Act of such old notes. In general, old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not anticipate that we will take any further action to register the untendered old notes under the Securities Act or under any state securities laws.

     Upon completion of the exchange offer, holders of the old notes will not be entitled to any further registration rights under the registration rights agreement, except under limited circumstances.

     Old notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits their holders have under the indenture relating to the old notes and the new notes. Holders of the new notes and any old notes that remain outstanding after consummation of the exchange offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the indenture.

PLAN OF DISTRIBUTION

     Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where old notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale of new notes received by it in exchange for old notes.

     We will not receive any proceeds from any sale of new notes.

     New notes received by broker-dealers for their own account in the exchange offer may be sold from time to time in one or more transactions

• in the over-the-counter market;

• in negotiated transactions;

• through the writing of options on the new notes; or

• a combination of those methods of resale

at market prices prevailing at the time of resale, at prices related to prevailing market prices or negotiated prices.

     Any resale may be made

• directly to purchasers; or

• to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any new notes.

     Any broker-dealer that resells new notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of those new notes may be considered to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of those new notes and any commission or concessions received by any of those persons may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states

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that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be considered to admit that it is an “underwriter” within the meaning of the Securities Act.

     For a period of 90 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the notes, other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes, including any broker-dealers, against some liabilities, including liabilities under the Securities Act.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFER

     This summary is of a general nature and is included herein solely for informational purposes. It is not intended to be, nor should it be construed as being, legal or tax advice. No representation with respect to the consequences to any particular purchaser of the new notes is made. Prospective purchasers should consult their own tax advisors with respect to their particular circumstances.

     The following is a summary of certain material United States federal income tax consequences of the exchange offer to holders of the old notes. The discussion does not consider the aspects of the ownership and disposition of the old notes or the new notes. A discussion of the U.S. federal income tax consequences of holding and disposing of the notes is contained in the offering memorandum with respect to the old notes.

     The following summary deals only with notes held as capital assets by purchasers at the issue price who are United States holders and are not with special classes of holders, such as dealers in securities or currencies, financial institutions, life insurance companies, tax-exempt entities, persons holding notes as part of a hedge, conversion, constructive sale transaction, straddle or other risk reduction strategy, and persons whose functional currency is not the U.S. dollar. Persons considering the purchase of notes should consult their own tax advisors concerning these matters and as to the tax treatment under foreign, state and local tax laws and regulations. We cannot provide any assurance that the Internal Revenue Service will not challenge the conclusions stated below. We have not sought and will not seek a ruling from the IRS on any of the matters discussed below.

     This summary is based upon the Internal Revenue Code of 1986, Treasury Regulations, IRS rulings and pronouncements and judicial decisions now in effect, all of which are subject to change at any time. Changes in this area of law may be applied retroactively in a manner that could cause the tax consequences to vary substantially from the consequences described below, possibly adversely affecting a United States holder of senior notes. The authorities on which this discussion is based are subject to various interpretations, and it is therefore possible that the federal income tax treatment of the exchange of old notes for the new notes may differ from the treatment described below.

     The exchange of old notes for the new notes under the terms of the exchange offer should not constitute a taxable exchange. As a result:

• a holder should not recognize taxable gain or loss as a result of exchanging old notes for the new notes under the terms of the exchange offer;

• the holder’s holding period of the new notes should include the holding period of the old notes exchanged for the new notes; and

• a holder’s adjusted tax basis in the new notes should be the same as the adjusted tax basis, immediately before the exchange, of the old notes exchanged for the new notes.

LEGAL MATTERS

     The validity of the notes offered hereby will be passed upon for us by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio. Members of that firm responsible for matters related to the offering beneficially own approximately 350,000 shares of the common stock of Cintas Corporation.

EXPERTS

     Cintas’ consolidated financial statements as of May 31, 2002 and 2001 and for each of the three years in the period ended May 31, 2002 incorporated by reference into this registration statement have been audited by Ernst & Young LLP, independent accountants, as stated in their report incorporated herein by reference.

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     Omni’s consolidated financial statements as of January 31, 2002 and 2001 and for each of the three years in the period ended January 31, 2002 included in the documents incorporated in this prospectus by reference have been audited by Arthur Andersen LLP, independent accountants, as stated in their report incorporated herein by reference.

     On May 15, 2002, the Arthur Andersen office responsible for auditing the Omni financial statements was acquired by Ernst & Young LLP. As a result, Arthur Andersen cannot reissue a report for purposes of inclusion in this registration statement or a written consent to the inclusion of the Arthur Andersen report in this registration statement. Accordingly, as permitted by rules of the SEC, the Arthur Andersen report incorporated by reference in this registration statement is a copy of the previously issued Arthur Andersen report, and the report will not be reissued by Arthur Andersen. In addition, this registration statement does not include a written consent from Arthur Andersen.

     In light of the circumstances described above and the publicly reported criminal and other proceedings against Arthur Andersen, relief that may be available to investors under the federal securities laws against accounting firms may not be available against Arthur Andersen.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Cintas Corporation

     Washington Business Corporation Act (“WBCA”), Section 23B.08.510, allows indemnification by Cintas Corporation to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of Cintas Corporation, by reason of the fact that he is or was a director, officer, employee or agent of Cintas Corporation, against expenses, including judgments and fines, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of Cintas Corporation and, with respect to criminal actions, in which he had no reasonable cause to believe that his conduct was unlawful. The WBCA provides that Cintas Corporation may not indemnify a director in connection with a proceeding in which a director was adjudged to be liable to the corporation or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director’s official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Indemnification in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Indemnifications are to be made by a majority vote of a quorum of disinterested directors; if a quorum of disinterested directors cannot be obtained, by a committee of at least two disinterested directors designated by the board of directors; by the written opinion of independent counsel; or by the shareholders, except that shares owned by or voted under the control of the directors who are at the time parties to the proceeding may not be voted.

     Article V of Cintas Corporation’s By-Laws provides that indemnification shall be extended to any of the persons described above to the full extent permitted by the Washington Business Corporation Act.

Affirmed Medical, Inc. (“Affirmed”)

     Affirmed is incorporated under the California General Corporation Law (the “CGCL”). Section 317 of the CGCL authorizes a court to award, or a corporation to grant, indemnity to officers, directors and other agents for reasonable expenses incurred in connection with the defense or settlement of an action by or in the right of the corporation or in a proceeding by reason of the fact that the person is or was an officer, director, or agent of the corporation. Indemnity is available where the person party to a proceeding or action acted in good faith and in a manner reasonably believed to be in the best interests of the corporation and its shareholders and, with respect to criminal actions, had no reasonable cause to believe his conduct was unlawful. To the extent a corporation’s officer, director or agent is successful on the merits in the defense of any proceeding or any claim, issue or related matter, that person shall be indemnified against expenses actually and reasonably incurred. Under Section 317, expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of any undertaking by or on behalf of the officer, director, employee or agent to repay that amount if it is ultimately determined that the person is not entitled to be indemnified. Indemnifications are to be made by a majority vote of a quorum of disinterested directors, or by approval of members not including those persons to be indemnified, or by the court in which such proceeding is or was pending upon application made by either the corporation, the agent, the attorney, or other person rendering services in connection with the defense. The indemnification provided by Section 317 is not exclusive of any other rights to which those seeking indemnification may be entitled.

     Article V of Affirmed Medical, Inc.’s Articles of Incorporation provides that indemnification shall be extended to any of the persons described above to the full extent permissible under California law. Additionally, Article II, Section 5, of Affirmed Medical, Inc.’s By-Laws specifies that the Corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the Corporation would have the power to indemnify such person against liability insured against.

American First Aid Company (“American First Aid”)

     As permitted by the General Corporation Law of the State of Maryland (the “MGCL”), the charter documents for American First Aid provide that an officer, director, employee or agent of our company is entitled to be indemnified for the expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him by reason of any action, suit or proceeding brought against him by virtue of his acting as such officer, director, employee or agent, provided he acted in good faith or in a manner he reasonably believed to be in or not opposed to the best interests of our company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that in any action or suit by or in the right of our company that person shall be indemnified only for the expenses actually and reasonably incurred by him and, if

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that person shall have been adjudged to be liable for negligence or misconduct, he shall not be indemnified unless, and only to the extent that, a court of appropriate jurisdiction shall determine that such indemnification is fair and reasonable. Indemnifications are to be made (i) by a majority vote of a quorum of disinterested directors; or (ii) by special legal counsel selected by the board of directors; or (iii) by the stockholders.

     Article VIII of American First Aid’s Articles of Incorporation provides that indemnification shall be extended to a present or former director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with Indemnification Section 2-418 of MGCL. This indemnification provision also applies to Corporate Representatives other than present or former directors or officers provided, however, that to the extent such a corporate representative successfully defends on the merits or on any claim, issue or matter raised in any proceeding referred to in subsection (b) or (d) of 2-418 of the MGCL, the Corporation shall not indemnify such corporate representatives until authorized by the affirmative vote of a majority of disinterested directors or the affirmative vote of a majority of disinterested stockholders of the Corporation.

Cintas Corporation No. 2, Cintas Corporation No. 3, Cintas Corp. No. 8, Inc., Cintas Corp. No. 15, Inc. and Cintas First Aid Holdings Corporation (the “Nevada Registrants”)

     Each of the Nevada Registrants is organized under the laws of the State of Nevada. The Nevada General Corporation Law (the “NGCL”) authorizes Nevada corporations to indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against liability reasonably incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action by or on behalf of a corporation, indemnification may not be made if the person seeking indemnification is adjudged liable, unless the court in which such action was brought determines such person is fairly and reasonably entitled to indemnification. Any discretionary indemnification, unless ordered by a court, may be made by the corporation only as authorized by the stockholders, or by a majority vote of a quorum of disinterested directors, or if a majority vote of a quorum of disinterested directors so orders or cannot be obtained, indemnification is to be authorized by independent legal counsel in a written opinion.

     The indemnification provisions of the NGCL require indemnification if a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding to which he was a party by reason of the fact that he is or was a director, officer, employee or agent of the corporation. The indemnification authorized under the NGCL is not exclusive and is in addition to any other rights granted to officers and directors under the Articles of Incorporation or By-laws of a corporation or any agreement between officers and directors and the corporation. A corporation may purchase and maintain insurance or furnish similar protection on behalf of any officer, director, employee or agent against any liability asserted against the officer, director, employee or agent and liability and expenses incurred by the officer, director, employee or agent in such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the NGCL.

Cintas – RUS, L.P.

     The indemnification provided under the NGCL to directors, officers, employees or agents of Cintas Corporation No. 8, Inc., the general partner of Cintas – RUS, L.P., extends to situations where any such person was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, including Cintas – RUS, L.P. The indemnification provisions applicable to the directors, officers, employees and agents of Cintas Corporation No. 8, Inc. are discussed above.

LLT, Inc.

     Under sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation Act (the “VSCA”), a Virginia corporation generally is authorized to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful. Section 13.01-704 of the VSCA also provides that a Virginia corporation has the power to make any further indemnity to any director, officer, employee or agent, including under its articles of incorporation or any bylaw or shareholder resolution, except an indemnity against their willful misconduct or a knowing violation of the criminal law. LLT carries insurance on behalf of its directors, officers, employees or agents that may cover liabilities under the Securities Act. In addition, the Virginia Stock Corporation Act eliminates the liability for monetary damages of a director or officer in a shareholder or derivative proceeding. This elimination of liability will not apply in the event of willful misconduct or a knowing violation of

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criminal law or any federal or state securities law. Indemnifications are to be made by (i) a majority vote of a quorum of disinterested directors or, if a quorum cannot be obtained, by committee thereof consisting of two or more disinterested directors; (ii) by special legal counsel selected by the board of directors; or (iii) by vote of those shareholders that are not interested directors. Sections 13.1-692.1 and 13.1-696 to -704 of the VSCA are hereby incorporated by reference herein.

     Article XII of LLT’s By-Laws requires the Corporation, to the fullest extent permitted by applicable law now or hereafter in force, to indemnify directors and officers, whether serving the Corporation or, at its request, any other entity. LLT may obtain insurance and advance and reimburse expenses to directors and officers to the fullest extent permitted by law, and may do the same for other employees and agents of the Corporation to the extent permitted by law and authorized by the Board of Directors. LLT’s Board of Directors is empowered to adopt, approve and amend resolutions or contracts implementing such provisions or such further indemnification arrangements as may be permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled.

Respond Industries, Incorporated

     Respond is incorporated under the laws of the Colorado Business Corporation Act (the “CBCA”). The CBCA authorizes the indemnification of and advancement of expenses to directors and officers of a Colorado corporation against liabilities that they may incur in such capacities.

     In general, Article 109 of the CBCA provides that any director may be indemnified against liabilities (including the obligation to pay a judgment, settlement, penalty, fine or reasonable expense) incurred in a proceeding and have expenses advanced for such a proceeding (including any civil, criminal or investigative proceeding whether threatened, pending or completed) to which the director was made a party because he is or was a director, except that, if the proceeding is brought by or in the right of the corporation, indemnification is permitted only with respect to reasonable expenses incurred in connection with the proceeding. The CBCA prohibits indemnification of a director in connection with a proceeding brought by or in the right of the corporation in which a director is adjudged liable to the corporation, or in connection with any proceeding charging improper personal benefit to the director in which the director is adjudged liable for receipt of an improper personal benefit.

     Indemnity may be provided only if the director’s actions resulting in the liability: (i) were taken in good faith; (ii) were reasonably believed to have been in the corporation’s best interest with respect to actions taken in the director’s official capacity; (iii) were reasonably believed not to be opposed to the corporation’s best interest with respect to actions other than those taken in the director’s official capacity; and (iv) with respect to any criminal action, the director had no reasonable cause to believe his or her conduct was unlawful. Indemnification may be awarded only after the applicable standard of conduct has been met by the director to be indemnified as determined by (i) a majority vote of directors not party to the proceeding comprising a quorum of the board of directors or, if a quorum cannot be obtained, by committee thereof consisting of two or more directors not party to the proceeding; (ii) by independent legal counsel selected by the board of directors; or (iii) by the shareholders.

     The CBCA further provides that unless limited by the corporation’s articles of incorporation, a director or officer who is wholly successful, on the merits or otherwise, in defense of any proceeding to which he was a party, is entitled to receive indemnification against reasonable expenses, including attorneys’ fees, incurred in connection with the proceeding.

     The CBCA specifies that any provisions for indemnification of or advances for expenses to directors that may be contained in a corporation’s articles of incorporation, bylaws, resolutions of its shareholders or directors, or in a contract (except for insurance policies) shall be valid only to the extent such provisions are consistent with the CBCA and any limitations upon indemnification set forth in the articles of incorporation. The CBCA also grants the power to corporations to purchase and maintain insurance policies which protect any director, officer, employee, fiduciary or agent against any liability asserted against or incurred by them in such capacity arising out of their status as such. Such policies may provide for indemnification whether or not the corporation would otherwise have the power to provide for it.

     Article VI of Respond Industries, Incorporated’s Amended and Restated By-Laws provides that indemnification shall be extended to an individual, whether he is or was a director, officer or employee of the Corporation (or other entity if such person is serving in such capacity at the Corporation’s request), to the fullest extent permitted by Article 109 of the CBCA. Respond Industries, Incorporated shall advance expenses incurred by the parties described above to the fullest extent permitted by law following written request to the Corporation by the party. The Corporation shall have the right to indemnify or advance expenses to any agent of the Corporation not otherwise covered by this Article in accordance with and to the fullest extent permitted by the CBCA.

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Xpect First Aid Corporation

     Under Section 17-6305 of the Kansas General Corporation Code (the “Kansas Code”) a corporation may indemnify a director, officer, employee or agent of the corporation (or other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation (or other entity if such person is serving in such capacity at the corporation’s request) against expenses (including attorneys’ fees) actually and reasonably incurred by him if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses as the court shall deem proper. With respect to a criminal action or proceeding, the director or officer must also have had no reasonable cause to believe his conduct was unlawful.

     Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil or criminal suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation. To the extent a corporation’s officer, director, employee or agent is successful on the merits in the defense of any proceeding or any claim, issue or related matter, that person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney’s fees. Indemnifications are to be made (i) by the board of directors by a majority vote of a quorum of disinterested directors; or (ii) if such a quorum is not obtainable, or even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (iii) by the stockholders. A corporation shall have power to indemnify any director, employee or agent against expenses, judgments, fines and amounts paid in settlement in connection with any action, suit or proceeding if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the corporation’s best interests.

     Article V of Xpect First Aid Corporation’s By-Laws provides that indemnification shall be extended to directors and may be extended, at the discretion of the Board of Directors, to officers, employees or agents, who were or are a party or are threatened to be made a party to any proceeding, including an action by or in the right of the Corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the defense or settlement of such proceeding, including attorneys’ fees, to the fullest extent permitted by the Kansas Code. Xpect First Aid Corporation shall not be liable to indemnify the director, officer, employee or agent for any amount paid in settlement of any action or claim effected without its written consent. The Corporation may enter into indemnification agreements with each director and officer of the Corporation whom the Board of Directors authorizes by vote of a majority of a quorum of disinterested directors. Xpect First Aid Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation (or other entity if such person is or was serving in such capacity at the Corporation’s request) whether or not the Corporation would have the power to indemnify such person against liability insured against under the provisions of Article V of its By-Laws.

Item 21. Exhibits and Financial Statement Schedules.

Exhibit No.	Description
4.1	Indenture dated as of May 28, 2002 among Cintas Corporation No. 2, Cintas Corporation, the subsidiary guarantors named therein and Wachovia Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 10-K for the fiscal year ended May 31, 2002 for Cintas Corporation)
4.2	Form of 5-1/8% Senior Note (incorporated by reference to Exhibit 4.2 to the Form 10-K for the fiscal year ended May 31, 2002 for Cintas Corporation)
4.3	Form of 6% Senior Note (incorporated by reference to Exhibit 4.3 to the Form 10-K for the fiscal year ended May 31, 2002 for Cintas Corporation)
4.4	Registration Rights Agreement dated as of May 28, 2002 among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors named therein and the initial purchasers named therein (incorporated by reference to Exhibit 4.4 to the Form 10-K for the fiscal year ended May 31, 2002 for Cintas Corporation)

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Exhibit No.	Description
5	Opinion of Keating, Muething & Klekamp, P.L.L.
10	Purchase Agreement dated as of May 28, 2002 among Cintas Corporation No. 2, as issuer, Cintas Corporation, as parent guarantor, the subsidiary guarantors named therein and the initial purchasers named therein (incorporated by reference to Exhibit 10.16 to the Form 10-K for the fiscal year ended May 31, 2002 for Cintas Corporation)
12	Computation of Ratio of Earnings to Fixed Charges
23.1	Consent of Ernst & Young LLP
23.2	Consent of Keating, Muething & Klekamp, P.L.L. (contained in Exhibit 5)
24	Powers of Attorney (contained on the signature pages)
25	Statement of Eligibility of Wachovia Bank, National Association, as Trustee, on Form T-1
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to Clients
99.4	Form of Letter to Nominees
99.5	Form of Instructions to Registered Holder and/or Book-Entry Transfer Participant from Owner

Item 22. Undertakings.

     The undersigned Registrants hereby undertake as follows:

     1.     To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

     (i) to include any prospectus required by Section 10(a)(3) of the Securities Act,

     (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” taking the effective registration statement.

     (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

     2.     That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     3.     To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold in the termination of the offering.

     4.     To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request.

II-5

     5.     To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the Registration Statement when it became effective.

     6.     For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     7.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrants pursuant to the provisions described under Item 20 above, or otherwise (other than insurance), the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the Securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it, other than indemnification pursuant to court order and not including any coverage under, or agreement to pay premiums for, any policy of insurance, is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-6

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on August 26, 2002.

CINTAS CORPORATION
By:	/s/Robert J. Kohlhepp
		Robert J. Kohlhepp, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. The persons whose names appear with an asterisk (*) below hereby designate Robert J. Kohlhepp or William C. Gale, or either of them, as attorney-in-fact to sign all amendments including any post-effective amendments to this Registration Statement as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933.

Signature	Title	Date
/s/Richard T. Farmer *Richard T. Farmer	Chairman of the Board of Directors	August 26, 2002
/s/Robert J. Kohlhepp *Robert J. Kohlhepp	Chief Executive Officer and Director (Principal Executive Officer)	August 26, 2002
/s/Scott D. Farmer *Scott D. Farmer	President, Chief Operating Officer and Director	August 26, 2002
/s/Paul R. Carter *Paul R. Carter	Director	August 26, 2002
*Gerald V. Dirvin	Director	August 26, 2002
*James J. Gardner	Director	August 26, 2002
/s/Robert J. Herbold *Robert J. Herbold	Director	August 26, 2002
/s/Roger L. Howe *Roger L. Howe	Director	August 26, 2002
/s/Donald P. Klekamp *Donald P. Klekamp	Director	August 26, 2002
/s/William C. Gale *William C. Gale	Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)	August 26, 2002

II-7

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrants have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on August 26, 2002.

CINTAS CORPORATION NO. 2 CINTAS CORPORATION NO. 3 CINTAS CORPORATION NO. 8, INC. CINTAS CORP. NO. 15, INC. CINTAS FIRST AID HOLDINGS CORPORATION
By:	/s/Robert J. Kohlhepp
		Robert J. Kohlhepp, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. The persons whose names appear with an asterisk (*) below hereby designate Robert J. Kohlhepp or William C. Gale, or either of them, as attorney-in-fact to sign all amendments including any post-effective amendments to this Registration Statement as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933.

Signature	Title	Date
/s/Robert J. Kohlhepp *Robert J. Kohlhepp	Chief Executive Officer and Director (Principal Executive Officer)	August 26, 2002
/s/Scott D. Farmer *Scott D. Farmer	President, Chief Operating Officer and Director	August 26, 2002
/s/Thomas E. Frooman *Thomas E. Frooman	Vice President, Secretary and Director	August 26, 2002
/s/Joseph D. Thomas *Joseph D. Thomas	Director	August 26, 2002
/s/William C. Gale *William C. Gale	Vice President (Principal Financial Officer and Principal Accounting Officer)	August 26, 2002

II-8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrants have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, August 26, 2002.

AFFIRMED MEDICAL, INC. AMERICAN FIRST AID COMPANY LLT, INC. RESPOND INDUSTRIES, INCORPORATED XPECT FIRST AID CORPORATION
By:	/s/Robert J. Kohlhepp
		Robert J. Kohlhepp, Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. The persons whose names appear with an asterisk (*) below hereby designate Robert J. Kohlhepp or William C. Gale, or either of them, as attorney-in-fact to sign all amendments including any post-effective amendments to this Registration Statement as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933.

Signature	Title	Date
/s/Robert J. Kohlhepp *Robert J. Kohlhepp	Chief Executive Officer and Director (Principal Executive Officer)	August 26, 2002
/s/Scott D. Farmer *Scott D. Farmer	President, Chief Operating Officer and Director	August 26, 2002
/s/Thomas E. Frooman *Thomas E. Frooman	Vice President, Secretary and Director	August 26, 2002
/s/William C. Gale *William C. Gale	Vice President (Principal Financial Officer and Principal Accounting Officer)	August 26, 2002

II-9

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrants have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on August 26, 2002.

CINTAS – RUS, L.P.
By:	CINTAS CORPORATION NO. 8, INC,
	its General Partner
By:	/s/Robert J. Kohlhepp
		Robert J. Kohlhepp, Chief Executive Officer of the General Partner

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. The persons whose names appear with an asterisk (*) below hereby designate Robert J. Kohlhepp or William C. Gale, or either of them, as attorney-in-fact to sign all amendments including any post-effective amendments to this Registration Statement as well as any related registration statement (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933.

Signature	Title	Date
/s/Robert J. Kohlhepp *Robert J. Kohlhepp	Chief Executive Officer and Director of General Partner (Principal Executive Officer)	August 26, 2002
/s/Scott D. Farmer *Scott D. Farmer	Director of General Partner	August 26, 2002
/s/Thomas E. Frooman *Thomas E. Frooman	Director of General Partner	August 26, 2002
/s/Joseph D. Thomas *Joseph D. Thomas	Director of General Partner	August 26, 2002
/s/William C. Gale *William C. Gale	Vice President of General Partner (Principal Financial Officer and Principal Accounting Officer)	August 26, 2002

II-10 EX-5 3 l95653aexv5.txt EX-5 KMK OPINION Exhibit 5 MARK A. WEISS DIRECT DIAL: (513) 579-6599 FACSIMILE: (513) 579-6457 E-MAIL: MWEISS@KMKLAW.COM August 26, 2002 Cintas Corporation No. 2 Cintas Corporation The Subsidiary Guarantors (as identified below) c/o Cintas Corporation No. 2 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, OH 45262-5737 Re: Form S-4 Registration Statement Relating to $225,000,000 Aggregate Principal Amount of 5-1/8% Senior Notes due 2007 and $225,000,000 Aggregate Principal Amount of 6% Senior Notes Due 2012 ------------------------------------------------------------------- Ladies and Gentlemen: In connection with the registration of $225,000,000 aggregate principal amount of 5-1/8% Senior Notes due 2007 (the "New 5-1/8% Notes") and $225,000,000 aggregate principal amount of 6% Senior Notes due 2012 (the "New 6% Notes", and with the New 5-1/8% Notes, the "Exchange Notes") by Cintas Corporation No. 2, a Nevada corporation (the "Company"), and the guarantees of the Exchange Notes (the "Guarantees") by Cintas Corporation, a Washington corporation (the "Parent Guarantor"), and each of the entities listed on Schedule A hereto (each, including the Parent Guarantor, a "Guarantor" and collectively, the "Guarantors"), under the Securities Act of 1933 (the "Act"), on Form S-4 filed with the Securities and Exchange Commission (the "Commission") on August 16, 2002 (the "Registration Statement"), you have requested our opinion with respect to the matters set forth below. The Exchange Notes and Guarantees will be issued pursuant to supplement (the "Supplement") to an indenture (the base Indenture and collectively with the Supplement, the "Indenture"), dated May 28, 2002, among the Company, the Guarantors and Wachovia Bank, National Association, as trustee (the "Trustee"). In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken by the Company and the Guarantors in connection with the authorization and issuance of the Exchange Notes and the Guarantees, respectively. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. We have examined, along with other documents, the following: (a) the Indenture; (b) forms of Exchange Notes; and Cintas Corporation No. 2 Cintas Corporation The Subsidiary Guarantors August 26, 2002 Page 2 (c) the Form of Guarantee. The documents described in paragraphs (a) through (c) above are referred to herein collectively as the "Transaction Documents.' In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. To the extent it may be relevant to the opinions expressed herein, we have assumed that: (i) each party to the Transaction Documents other than the Company has the requisite organizational and legal power and authority to enter into and perform its obligations under the Transaction Documents and to consummate the transactions contemplated thereby; (ii) the Transaction Documents have been duly authorized, executed and delivered by each party thereto other than the Company and constitute valid and binding obligations of such other party, enforceable against each such other party in accordance with their terms; (iii) each party to the Transaction Documents other than the Company has complied with and will comply with all of its obligations under the Transaction Documents and all laws applicable thereto; and (iv) the Exchange Notes and the old notes (as defined in the Registration Statement) have been duly authenticated and delivered by the Trustee. We express no opinion with respect to the laws of any jurisdiction other than the States of Ohio, Nevada and Washington and the federal laws of the United States of America. For purposes of rendering the opinions set forth below, with your permission, we express our opinion as if the laws of the states of New York, California, Maryland, Virginia, Colorado and Kansas are the same as the laws of the State of Ohio, and we make no representation as to the extent to which any of such laws may differ. Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof: 1. The Exchange Notes have been duly authorized by all necessary corporate action of the Company, and when executed, authenticated and executed and delivered by or on behalf of the Company against the due tender and delivery to the Trustee of the old notes in an aggregate principal amount equal to the aggregate principal amount of the Exchange Notes, will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. 2. Each of the Guarantees that has been duly authorized by all necessary corporate action of the respective Guarantor, and when executed in accordance with the terms of the Indenture and upon due execution, authentication and delivery of the Exchange Notes against the due tender and delivery to the Trustee of the old notes in an aggregate principal amount equal to the aggregate principal amount of the Cintas Corporation No. 2 Cintas Corporation The Subsidiary Guarantors August 26, 2002 Page 3 Exchange Notes, will be the legally valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms. The opinions rendered in paragraphs 1 and 2 above relating to the enforceability of the Exchange Notes and the Guarantees are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to our affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought. To the extent that the obligations of the Company and the Guarantors under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction or organization; that the Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; that the Trustee is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations; and that the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture. We hereby consent to be named in the Registration Statement and the prospectus part thereof under the heading "Legal Matters." In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder. Sincerely yours, KEATING, MUETHING & KLEKAMP, P.L.L. By: /s/ Mark A. Weiss -------------------------------------- Mark A. Weiss EX-12 4 l95653aexv12.txt EX-12 COMPUTATION OF RATIO OF EARNINGS Exhibit 12 CINTAS CORPORATION EXHIBIT 12 - COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)

YEAR ENDED MAY 31, 2002 2001 2000 1999 1998 ---- ---- ---- ---- ---- Pretax income $371,585 $356,454 $311,759 $223,994 $196,856 Fixed charges: Interest expense 10,952 15,119 15,907 16,442 15,824 Capitalized interest (640) (1,530) (1,212) (2,413) (1,797) One-third of lease payments 5,650 5,688 5,650 4,493 3,797 ------------- ------------- ------------- -------------- -------------- EARNINGS $387,547 $375,731 $332,104 $242,516 $214,680 ============= ============= ============= ============== ============== Fixed charges: Interest expense $10,952 $15,119 $15,907 $16,442 $15,824 Capitalized interest 640 1,530 1,212 2,413 1,797 One-third of lease payments 5,650 5,688 5,650 4,493 3,797 ------------- ------------- ------------- -------------- -------------- FIXED CHARGES $17,242 $22,337 $22,769 $23,348 $21,418 ============= ============= ============= ============== ============== Ratio of Earnings to Fixed Charges 22.5 16.8 14.6 10.4 10.0 ============= ============= ============= ============== ============== Earnings in Excess of Fixed Charges $370,305 $353,394 $309,335 $219,168 $193,262 ============= ============= ============= ============== ==============

EX-23.1 5 l95653aexv23w1.txt EX-23.1 ERNST & YOUNG CONSENT EXHIBIT 23.1 Consent of Independent Auditors We agree to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4) and the related Prospectus of Cintas Corporation for the Offer to Exchange its 5 1/8% Senior Notes and its 6% Senior Notes and to the incorporation by reference therein to our report dated July 5, 2002, with respect to the consolidated financial statements of Cintas Corporation incorporated by reference in its Annual Report on Form 10-K for the year ended May 31, 2002 and our opinion dated August 24, 2002, with respect to the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/Ernst & Young LLP Cincinnati, Ohio August 23, 2002 EX-25 6 l95653aexv25.txt EX-25 FORM T-1 Exhibit 25 Registration No. 333-___ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) Wachovia Bank, National Association (Exact name of trustee as specified in its charter) United States of America (Jurisdiction of incorporation or organization if not a U.S. national bank) 22-1147033 (I.R.S. Employer Identification Number) One Wachovia Center 301 South College Street Charlotte, North Carolina (Address of principal executive offices) 28288 (Zip code) R. Douglas Milner Wachovia Bank, National Association 5847 San Felipe, Suite 1050 Houston, Texas 77057 (713)278-4321 (Name, address and telephone number of agent for service) Cintas Corporation No. 2 (Exact name of obligor as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 31-1703809 (I.R.S. Employer Identification No.) 6800 Cintas Boulevard Cincinnati, Ohio (Address of principal executive offices) 45262 (Zip code) 5 1/8% Senior Notes due 2007 and 6% Senior Notes due 2012 (Title of the indenture securities) 2 Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee: a. Name and address of each examining or supervising authority to which it is subject. NAME ADDRESS Board of Governors of the Federal Washington, D.C. Reserve System Comptroller of the Currency Washington, D.C. Federal Deposit Insurance Washington, D.C. Corporation b. Whether it is authorized to exercise corporate trust powers. The Trustee is authorized to exercise corporate trust powers. Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. (See Note 1 on page 6.) Item 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as to each class of voting securities of the trustee: As of (Insert date within 31 days). COL. A COL. B TITLE OF CLASS AMOUNT OUTSTANDING Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: a. Title of the securities outstanding under each such other indenture. Not Applicable. b. A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Not Applicable. 3 Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Not Applicable - see answer to Item 13. Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor. As of (Insert date within 31 days). ---------------- COL. D COL. C PERCENTAGE OF VOTING SECURITIES COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C Not Applicable - see answer to Item 13. Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: As of (Insert date within 31 days). ------------------ COL. D COL. C PERCENTAGE OF VOTING SECURITIES COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C Not Applicable - see answer to Item 13. Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: As of (Insert date within 31 days). ------------------ 4 COL. C AMOUNT OWNED COL. COL. B BENEFICIALLY OR PERCENT OF CLASS WHETHER THE SECURITIES HELD AS COLLATERAL REPRESENTED BY COL. A ARE VOTING OR SECURITY FOR AMOUNT GIVEN TITLE OF CLASS NONVOTING SECURITIES OBLIGATIONS IN DEFAULT IN COL. C Not Applicable - see answer to Item 13. Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee owns beneficially or hold as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: As of (Insert date within 31 days). ----------------- COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C Not Applicable - see answer to Item 13. Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: As of (Insert date within 31 days). ------------------ COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C Not Applicable - see answer to Item 13. Item 11. Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge 5 of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the following information as to each class of securities of such person any of which are so owned or held by the trustee: As of (Insert date within 31 days). ------------------ COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C Not Applicable - See answer to Item 13. Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: As of (Insert date within 31 days). ------------------ COL. A COL. B COL. C NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE Not Applicable - See answer to Item 13. Item 13. Defaults by the Obligor. a. State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None. b. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None. Item 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate of the trustee, describe each such affiliation. Not Applicable. Item 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not Applicable. 6 Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility. 1. Articles of Association of First Union National Bank as now in effect.* 2. Certificate of Authority of the trustee to commence business.* 3. Copy of the authorization of the trustee to exercise corporate trust powers.* 4. Existing bylaws of the trustee.* 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.** 8. Not Applicable. 9. Not Applicable. - ------------------------ * Previously filed with the Securities and Exchange Commission as an Exhibit to Form T-1 in connection with Registration Statement Number 033-54465 incorporated herein by reference. ** This report is available over the Internet at the website of the Federal Deposit Insurance Corporation and this report as therein contained is incorporated herein by reference. This website is located at http://www3.fdic.gov/idasp/main.asp. ONCE AT THAT ADDRESS, TYPE IN "WACHOVIA CORPORATION" AT THE FIELD ENTITLED "INSTITUTION NAME" THEN CLICK ON THE "FIND" FIELD ABOVE WHERE THE NAME OF THE BANK HAS BEEN TYPED IN THEN CLICK ON THE CERTIFICATE NUMBER FOR WACHOVIA CORPORATION (1073551) THEN CLICK ON THE "GENERATE REPORT" FIELD. NOTES: Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank holding company; all of the voting securities of the trustee are held by Wachovia Corporation. 7 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Wachovia Bank, National Association, a national banking association [state form of organization] organized and existing under the laws of THE UNITED STATES OF AMERICA, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of HOUSTON , and State of TEXAS , on the 6TH day of AUGUST , 2002. WACHOVIA BANK, NATIONAL ASSOCIATION (Trustee) By: -------------------------------------------- R. Douglas Milner, Vice President (Name and Title) 8 EXHIBIT 6 Wachovia Bank, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the "Act") in connection with the proposed issuance by Cintas Corporation No. 2 Senior Notes, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor, as contemplated by Section 321(b) of the Act. Dated: August 6, 2002 WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ R. Douglas Milner -------------------------------------- R. Douglas Milner, Vice President 9 EX-99.1 7 l95653aexv99w1.txt EX-99.1 LETTER OF TRANSMITTAL Exhibit 99.1 LETTER OF TRANSMITTAL CINTAS CORPORATION NO. 2 OFFERS TO EXCHANGE 5 1/8% SENIOR NOTES DUE 2007 FOR ANY AND ALL OUTSTANDING 5 1/8% SENIOR NOTES DUE 2007 AND 6% SENIOR NOTES DUE 2012 FOR ANY AND ALL OUTSTANDING 6% SENIOR NOTES DUE 2012 Under to the Prospectus Dated _____________, 2002 - -------------------------------------------------------------------------------- The Exchange Offer And Withdrawal Rights Will Expire At 5:00 p.m., New York City Time, On________________ Unless The Offer Is Extended. - -------------------------------------------------------------------------------- THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: WACHOVIA BANK, NATIONAL ASSOCIATION Deliver to: Wachovia Customer Information Center Corporate Trust Operations NC1153 1525 West W.T. Harris Boulevard 3C3 Charlotte, North Carolina 28262-1153 Attn: Tiffany Williams Facsimile Transmissions: (704) 590-7828 To Confirm by Telephone or for Information: (704) 590-7409 DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. - -------------------------------------------------------------------------------- Capitalized terms used but not defined in this Letter of Transmittal shall have the same meaning given them in the Prospectus (as defined below). This Letter of Transmittal is to be completed by holders of Old Notes (as defined below) if Old Notes are to be forwarded herewith and, unless your Old Notes are held through The Depository Trust Company ("DTC"), should be accompanied by the certificates for the Old Notes. If tenders of Old Notes are to be made by book-entry transfer to an account maintained by Wachovia Bank, National Association (the "Exchange Agent") at DTC pursuant to the procedures set forth in "The Exchange Offer--Book-Entry Transfer" in the Prospectus and in accordance with the Automated Tender Offer Program ("ATOP") established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Holders of Old Notes whose certificates (the "certificates") for such Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or before the expiration date (as defined in the Prospectus) or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. Note: Signatures Must Be Provided Below Please Read the Accompanying Instructions Carefully All Tendering Holders Complete This Box: Principal Amount of Principal Amount of Name(s) and address(es) of Registered Holder(s) Certificate Old Notes Old Notes Tendered (Please fill in, if blank) Number(s)* Tendered (if less than all)** -------------------------- ---------- -------- -------------------- (attach additional list if necessary) Description of Old Notes Tendered - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Total Amount Tendered: ------------------------ * Need not be completed by book-entry holders. ** Old Notes may be tendered in whole or in part in denominations of $1,000 and multiples thereof. All Old Notes held shall be deemed tendered unless a lesser number is specified in this column. (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY) [ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution ------------------------------------- DTC Account Number ------------------------------------- Transaction Code Number ------------------------------------- [ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Registered Holder(s) ------------------------------------- Window Ticket Number (if any) ------------------------------------- Date of Execution of Notice of Guaranteed Delivery ------------------------------------- Name of Institution which Guaranteed ------------------------------------- IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER: Name of Tendering Institution ------------------------------------- DTC Account Number ------------------------------------- Transaction Code Number ------------------------------------- [ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE. [ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ----------------------------------- Address: -------------------------------- ---------------------------------------- Ladies and Gentlemen: The undersigned hereby tenders to CINTAS CORPORATION NO. 2, a Nevada corporation (the "Company"), the principal amount of the Company's 5 1/8% Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (collectively, the "Old Notes") specified above in exchange for a like aggregate principal amount of the Company's 5 1/8% Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (collectively, the "New Notes"), upon the terms and subject to the conditions set forth in the Prospectus dated ________________, 2002 (as the same may be amended or supplemented from time to time, the "Prospectus"), receipt of which is acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the "Exchange Offer"). The Exchange Offer has been registered under the Securities Act of 1933, as amended (the "Securities Act"). Subject to and effective upon the acceptance for exchange of all or any portion of the Old Notes tendered with this Letter of Transmittal in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Company in connection with the Exchange Offer) with respect to the tendered Old Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (i) deliver certificates for Old Notes to the Company together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent, of the New Notes to be issued in exchange for such Old Notes, (ii) present certificates for such Old Notes for transfer, and to transfer the Old Notes on the books of the Company, and (iii) receive for the account of the Company all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer. THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE OFFER. The name(s) and address(es) of the registered holder(s) of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the certificates representing such Old Notes. The certificate number(s) and the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above. If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, or if certificates are submitted for more Old Notes than are tendered or accepted for exchange, certificates for such unaccepted or non-exchanged Old Notes will be returned (or, in the case of Old Notes tendered by book-entry transfer, such Old Notes will be credited to an account maintained at DTC), without expense to the tendering holder, promptly following the expiration or termination of the Exchange Offer. The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in "The Exchange Offer--Procedures for Tendering Old Notes" in the Prospectus and in the instructions hereto will, upon the Company's acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. In all cases in which a Participant elects to accept the Exchange Offer by transmitting an express acknowledgment in accordance with the established ATOP procedures, such Participant shall be bound by all of the terms and conditions of this Letter of Transmittal. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Company may not be required to accept for exchange any of the Old Notes tendered hereby. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of Old Notes, that such New Notes be credited to the account indicated above maintained at DTC. If applicable, substitute certificates representing Old Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Old Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under "Special Delivery Instructions," please deliver New Notes to the undersigned at the address shown below the undersigned's signature. By tendering Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, the undersigned hereby represents and agrees that (1) the undersigned is not an "affiliate" of the Company, (2) any New Notes to be received by the undersigned are being acquired in the ordinary course of its business, and (3) the undersigned has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. By tendering Old Notes pursuant to the exchange offer and executing, or otherwise becoming bound by, this letter of transmittal, a holder of Old Notes which is a broker-dealer represents and agrees, consistent with certain interpretive letters issued by the staff of the Division of Corporation Finance of the Securities and Exchange Commission to third parties, that (a) such Old Notes held by the broker-dealer are held only as a nominee, or (b) such Old Notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and it will deliver the prospectus (as amended or supplemented from time to time) meeting the requirements of the Securities Act in connection with any resale of such New Notes (provided that, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act). The Company has agreed that, subject to the provisions of the Registration Rights Agreement, the prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of New Notes received in exchange for Old Notes, where such Old Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending [90] days after the expiration date (subject to extension under certain limited circumstances) or, if earlier, when all such New Notes have been disposed of by such participating broker-dealer. In that regard, each broker dealer who acquired Old Notes for its own account as a result of market-making or other trading activities (a "participating broker-dealer"), by tendering such Old Notes and executing, or otherwise becoming bound by, this letter of transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained in the prospectus untrue in any material respect or which causes the prospectus to omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of New Notes pursuant to the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to the participating broker-dealer or the Company has given notice that the sale of the New Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the New Notes, it shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the prospectus in connection with the resale of New Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended prospectus necessary to permit resales of the New Notes or to and including the date on which the Company has given notice that the sale of New Notes may be resumed, as the case may be. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable. HOLDER(S) SIGN HERE (See Instructions 2, 5 and 6) (Note: Signature(s) Must be Guaranteed if Required by Instruction 2) Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Old Notes hereby tendered or on a security position listing, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by an attorney-in-fact, executor, administrator, trustee, guardian, officer of a corporation or another acting in a fiduciary or representative capacity, please set forth the signer's full title. See Instruction 5. --------------------------------------------------------------- (Signature(s) of Holder(s)) Date _____________ __, 2002 Name(s): ----------------------------------------------------- (Please Print) Capacity: ---------------------------------------------------- (Include Full Title) Address: ----------------------------------------------------- (Include Zip Code) Area Code and Telephone Number: ------------------------------ - ------------------------------------------------------------- (Tax Identification or Social Security Number(s)) GUARANTEE OF SIGNATURE(S) (See Instructions 2 and 5) Authorized Signature: -------------------------------------------------- Name: ------------------------------------------------------------------ (Please Print) Date: _______________, 200__ Capacity or Title: ----------------------------------------------------- Name of Firm: ---------------------------------------------------------- Address: ------------------------------------------------------ (Include Zip Code) Area Code and Telephone Number: ------------------------------- SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 1, 5 and 6) To be completed ONLY if the New Notes are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above. Issue New Securities to: Name: --------------------------------------------------------- (Please Print) Address: ------------------------------------------------------ (Include Zip Code) (Tax Identification or Social Security Number(s)) SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5 and 6) To be completed ONLY if New Notes are to be sent to someone other than the registered holder of the Old Notes whose name(s) appear(s) above, or to such registered holder(s) at an address other than that shown above. Mail New Securities To: Name(s): ------------------------------------------------------ (Please Print) Address: ------------------------------------------------------ (Include Zip Code) (Tax Identification or Social Security Number(s)) Instructions Forming Part of the Terms and Conditions of the Exchange Offer 1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed if certificates are to be forwarded herewith and, unless your Old Notes are held through DTC, should be accompanied by the certificates for the Old Notes. If tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in "The Exchange Offer--Book-Entry Transfer" in the Prospectus and in accordance with ATOP established by DTC, a tendering holder will become bound by the terms and conditions hereof in accordance with the procedures established under ATOP. Certificates, or timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC, as well as this Letter of Transmittal (or facsimile thereof), if required, properly completed and duly executed, with any required signature guarantees, must be received by the Exchange Agent at one of its addresses set forth herein on or prior to the expiration date. Old Notes may be tendered in whole or in part in the principal amount of $1,000 and multiples of $1,000. Holders who wish to tender their Old Notes and (i) whose Old Notes are not immediately available or (ii) who cannot deliver their Old Notes and this Letter of Transmittal to the Exchange Agent on or prior to the expiration date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Old Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Letter of Transmittal (or facsimile) thereof and Notice of Guaranteed Delivery, substantially in the form made available by the Company, must be received by the Exchange Agent on or prior to the expiration date; and (iii) the certificates (or a book-entry confirmation (as defined in the Prospectus)) representing all tendered Old Notes, in proper form for transfer, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, telex, facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the expiration date. As used herein and in the Prospectus, "Eligible Institution" means a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States. THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD NOTES SHOULD BE SENT TO THE COMPANY. The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), or any Agent's Message in lieu thereof, waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of Transmittal is required if: (i) this Letter of Transmittal is signed by the registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Old Notes) of Old Notes tendered herewith, unless such holder(s) has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" above, or (ii) such Old Notes are tendered for the account of a firm that is an Eligible Institution. In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5. 3. INADEQUATE SPACE. If the space provided in the box captioned "Description of Old Notes" is inadequate, the certificate number(s) and/or the principal amount of Old Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal. 4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted only in the principal amount of $1,000 and multiples thereof. If less than all the Old Notes evidenced by any certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled "Principal Amount of Old Notes Tendered (if less than all)." In such case, new certificate(s) for the remainder of the Old Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Old Note, promptly after the expiration date. All Old Notes represented by certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Except as otherwise provided herein, tenders of Old Notes may be withdrawn at any time on or prior to the expiration date. In order for a withdrawal to be effective on or prior to that time, a written notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the expiration date. Any such notice of withdrawal must specify the name of the person who tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes) and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing holder. If certificates for the Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates, the withdrawing holder must submit the serial numbers of the particular certificates for the Old Notes to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution, unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer--Book-Entry Transfer," any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Old Notes and otherwise comply with the procedures of such facility. Old Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any time on or prior to the expiration date by following one of the procedures described in the Prospectus under "The Exchange Offer--Procedures for Tendering Old Notes." All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC pursuant to the book-entry procedures described in the Prospectus under "The Exchange Offer--Book-Entry Transfer," such Old Notes will be credited to an account maintained with DTC for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. 5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of certificates. If this Letter of Transmittal or any certificates or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, proper evidence satisfactory to the Company of such persons' authority to so act must be submitted. When this Letter of Transmittal is signed by the registered holder(s) of the Old Notes listed and transmitted hereby, no endorsement(s) of certificate(s) or written instrument or instruments of transfer or exchange are required unless New Securities are to be issued in the name of a person other than the registered holder(s). Signature(s) on such certificate(s) or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Old Notes listed, the certificates must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion and executed by the registered holder(s), in either case signed exactly as the name or names of the registered holder(s) appear(s) on the certificates. Signatures on such certificates or written instrument or instruments of transfer or exchange must be guaranteed by an Eligible Institution. 6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if New Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Old Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4. 7. IRREGULARITIES. The Company will determine, in its sole discretion, all questions as to the form, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Old Notes, which determination shall be final and binding. The Company reserves the absolute right to reject any and all tenders of any particular Old Notes not properly tendered or to not accept any particular Old Notes which acceptance might, in the judgment of the Company or its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, to waive any defects or irregularities or conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the right to waive the ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer). The interpretation of the terms and conditions of the Exchange Offer as to any particular Old Notes either before or after the expiration date (including the Letter of Transmittal and the instructions thereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with the tender of Old Notes for exchange must be cured within such reasonable period of time as the Company shall determine. Neither the Company, the Exchange Agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of Old Notes for exchange, nor shall any of them incur any liability for failure to give such notification. 8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee. 9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s) representing Old Notes have been lost, destroyed or stolen, the holder should promptly notify the Exchange Agent. The holder will then be instructed as to the steps that must be taken in order to replace the certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen certificate(s) have been followed. 10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct the Company to register New Notes in the name of or request that Old Notes not tendered or not accepted in the Exchange Offer to be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF), OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE. EX-99.2 8 l95653aexv99w2.txt EX-99.2 NOTICE OF TRANSMITTAL Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR TENDER OF 5 1/8% SENIOR NOTES DUE JUNE 1, 2007 6% SENIOR NOTES DUE JUNE 1, 2012 OF CINTAS CORPORATION NO. 2 This Notice of Guaranteed Delivery or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) if (i) certificates for the Company's (as defined below) 5 1/8% Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (the "Old Notes") are not immediately available, (ii) Old Notes and the Letter of Transmittal cannot be delivered to Wachovia Bank, National Association (the "Exchange Agent") on or prior to the Expiration Date (as defined in the Prospectus referred to below) or (iii) the procedures for book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission, overnight courier, telex, telegram or mail to the Exchange Agent. See "The Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus dated ________________, 2002 (which, together with the related Letter of Transmittal, constitutes the "Exchange Offer") of CINTAS CORPORATION NO. 2, a Washington corporation (the "Company"). THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS: Wachovia Bank, National Association Wachovia Customer Information Center Corporate Trust Operations NC1153 1525 West W.T. Harris Boulevard 3C3 Charlotte, North Carolina 28262-1153 Attn: Tiffany Williams Facsimile Transmissions: (704) 590-7828 To Confirm by Telephone or for Information: (704) 590-7409 DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER OF TRANSMITTAL. -2- THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm which is a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the certificates for all physically tendered Old Notes, in proper form for transfer, or confirmation of the book-entry transfer of such Old Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery. The undersigned acknowledges that it must deliver the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm: - --------------------------------------- ------------------------------------- (Authorized Signature) Address: Title: ------------------------------- Name: - -------------------------------------- ------------------------------- (Zip Code) (Please type or print) Area Code and Telephone Number: Date: ------------------------------ - -------------------------------------- NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF OLD SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS. EX-99.3 9 l95653aexv99w3.txt EX-99.3 LETTER TO CLIENTS Exhibit 99.3 Cintas Corporation No. 2 Offers to Exchange 5 1/8% Senior Notes due 2007 For Any and All Outstanding 5 1/8% Senior Notes due 2007 and 6% Senior Notes due 2012 For Any and All Outstanding 6% Senior Notes due 2012 To Our Clients: Enclosed is a Prospectus, dated ___________________, 2002, of CINTAS CORPORATION NO. 2, a Washington corporation (the "Company"), and a related Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange its 5 1/8% Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (the "New Notes"), pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of its issued and outstanding 5 1/8% Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (the "Old Notes") upon the terms and subject to the conditions set forth in the Exchange Offer. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on ___________________, 2002 unless extended. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. We are the holder of record and/or participant in the book-entry transfer facility of Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the record holder and/or participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account. We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal. -2- Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, we will represent on behalf of such broker-dealer that the Old Notes to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Securities. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Very truly yours, EX-99.4 10 l95653aexv99w4.txt EX-99.4 LETTER TO NOMINEES Exhibit 99.4 Cintas Corporation No. 2 Offers to Exchange 5 1/8% Senior Notes due 2007 For Any and All Outstanding 5 1/8% Senior Notes due 2007 and 6% Senior Notes due 2012 For Any and All Outstanding 6% Senior Notes due 2012 To Registered Holders and The Depository Trust Company Participants: Enclosed are the materials listed below relating to the offer by CINTAS CORPORATION NO. 2, a Washington corporation (the "Company"), to exchange its 5 1/8 Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (the "New Notes"), pursuant to an offering registered under the Securities Act of 1933, (the "Securities Act"), for a like principal amount of its issued and outstanding 5 1/8% Senior Notes due June 1, 2007 and 6% Senior Notes due June 1, 2012 (the "Old Notes") upon the terms and subject to the conditions set forth in the Company's Prospectus, dated ___________________, 2002, and the related Letter of Transmittal (which together constitute the "Exchange Offer"). Enclosed herewith are copies of the following documents: 1. Prospectus dated ______________, 2002; 2. Letter of Transmittal; 3. Notice of Guaranteed Delivery; 4. Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner; and 5. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer. -2- WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______________, 2002 UNLESS EXTENDED. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. Pursuant to the Letter of Transmittal, each holder of Old Notes will represent to the Company that (i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be received by it are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the tendering holder is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, you will represent on behalf of such broker-dealer that the Old Securities to be exchanged for the New Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledge on behalf of such broker-dealer that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker-dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The enclosed Instruction to Registered Holder and/or Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Securities for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid any transfer taxes payable on the transfer of Old Notes to it, except as otherwise provided in Instruction 10 of the enclosed Letter of Transmittal. Additional copies of the enclosed material may be obtained from the undersigned. Very truly yours, WACHOVIA BANK, NATIONAL ASSOCIATION NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF AT&T CORP. OR WACHOVIA BANK, NATIONAL ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. EX-99.5 11 l95653aexv99w5.txt EX-99.5 INSTRUCTIONS TO REG. SHAREHOLDERS Exhibit 99.5 INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF CINTAS CORPORATION NO. 2 5 1/8% Senior Notes due June 1, 2007 6% Senior Notes due June 1, 2012 (the "Old Notes") TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER FACILITY: The undersigned hereby acknowledges receipt of the Prospectus dated ___________, 2002 (the "Prospectus") of CINTAS CORPORATION NO. 2, a Washington corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer"). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal. This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned. The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount): $ of the 5 1/8% Senior Notes due June 1, 2007 ------ $ of the 6% Senior Notes due June 1, 2012 ------ With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box): [ ] To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Securities to be tendered, if any): $ of the 5 1/8% Senior Notes due June 1, 2007 ------ $ of the 6% Senior Notes due June 1, 2012 ------ [ ] NOT to TENDER any Old Notes held by you for the account of the undersigned. If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an "affiliate" of the Company, (ii) any New Notes to be received by the holder are -2- being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does not intend to engage, in a distribution (within the meaning of the Securities Act) of such New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes, it represents that such Old Notes were acquired as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, such broker- dealer is not deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended. 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EX-5

                                                                       Exhibit 5





MARK A. WEISS
DIRECT DIAL: (513) 579-6599
FACSIMILE: (513) 579-6457
E-MAIL: MWEISS@KMKLAW.COM

                                 August 26, 2002


Cintas Corporation No. 2
Cintas Corporation
The Subsidiary Guarantors (as identified below)
c/o Cintas Corporation No. 2
6800 Cintas Boulevard
P.O. Box 625737
Cincinnati, OH  45262-5737

      Re:   Form S-4 Registration Statement Relating to $225,000,000 Aggregate
            Principal Amount of 5-1/8% Senior Notes due 2007 and $225,000,000
            Aggregate Principal Amount of 6% Senior Notes Due 2012
            -------------------------------------------------------------------

Ladies and Gentlemen:

         In connection with the registration of $225,000,000 aggregate principal
amount of 5-1/8% Senior Notes due 2007 (the "New 5-1/8% Notes") and $225,000,000
aggregate principal amount of 6% Senior Notes due 2012 (the "New 6% Notes", and
with the New 5-1/8% Notes, the "Exchange Notes") by Cintas Corporation No. 2, a
Nevada corporation (the "Company"), and the guarantees of the Exchange Notes
(the "Guarantees") by Cintas Corporation, a Washington corporation (the "Parent
Guarantor"), and each of the entities listed on Schedule A hereto (each,
including the Parent Guarantor, a "Guarantor" and collectively, the
"Guarantors"), under the Securities Act of 1933 (the "Act"), on Form S-4 filed
with the Securities and Exchange Commission (the "Commission") on August 16,
2002 (the "Registration Statement"), you have requested our opinion with respect
to the matters set forth below. The Exchange Notes and Guarantees will be issued
pursuant to supplement (the "Supplement") to an indenture (the base Indenture
and collectively with the Supplement, the "Indenture"), dated May 28, 2002,
among the Company, the Guarantors and Wachovia Bank, National Association, as
trustee (the "Trustee").

         In our capacity as your counsel in connection with such registration,
we are familiar with the proceedings taken by the Company and the Guarantors in
connection with the authorization and issuance of the Exchange Notes and the
Guarantees, respectively. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion. We have examined, along with other documents, the
following:

         (a)      the Indenture;

         (b)      forms of Exchange Notes; and



Cintas Corporation No. 2
Cintas Corporation
The Subsidiary Guarantors
August 26, 2002
Page 2


         (c)      the Form of Guarantee.

         The documents described in paragraphs (a) through (c) above are
referred to herein collectively as the "Transaction Documents.'

         In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies. To the extent it may be relevant to the opinions expressed herein, we
have assumed that:

         (i) each party to the Transaction Documents other than the Company has
the requisite organizational and legal power and authority to enter into and
perform its obligations under the Transaction Documents and to consummate the
transactions contemplated thereby;

         (ii) the Transaction Documents have been duly authorized, executed and
delivered by each party thereto other than the Company and constitute valid and
binding obligations of such other party, enforceable against each such other
party in accordance with their terms;

         (iii) each party to the Transaction Documents other than the Company
has complied with and will comply with all of its obligations under the
Transaction Documents and all laws applicable thereto; and

         (iv) the Exchange Notes and the old notes (as defined in the
Registration Statement) have been duly authenticated and delivered by the
Trustee.

         We express no opinion with respect to the laws of any jurisdiction
other than the States of Ohio, Nevada and Washington and the federal laws of the
United States of America. For purposes of rendering the opinions set forth
below, with your permission, we express our opinion as if the laws of the states
of New York, California, Maryland, Virginia, Colorado and Kansas are the same as
the laws of the State of Ohio, and we make no representation as to the extent to
which any of such laws may differ.

         Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:

         1. The Exchange Notes have been duly authorized by all necessary
corporate action of the Company, and when executed, authenticated and executed
and delivered by or on behalf of the Company against the due tender and delivery
to the Trustee of the old notes in an aggregate principal amount equal to the
aggregate principal amount of the Exchange Notes, will constitute legally valid
and binding obligations of the Company, enforceable against the Company in
accordance with their terms.

         2. Each of the Guarantees that has been duly authorized by all
necessary corporate action of the respective Guarantor, and when executed in
accordance with the terms of the Indenture and upon due execution,
authentication and delivery of the Exchange Notes against the due tender and
delivery to the Trustee of the old notes in an aggregate principal amount equal
to the aggregate principal amount of the



Cintas Corporation No. 2
Cintas Corporation
The Subsidiary Guarantors
August 26, 2002
Page 3


Exchange Notes, will be the legally valid and binding obligation of the
respective Guarantor, enforceable against such Guarantor in accordance with its
terms.

         The opinions rendered in paragraphs 1 and 2 above relating to the
enforceability of the Exchange Notes and the Guarantees are subject to the
following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to our affecting the rights and remedies of
creditors and (ii) the effect of general principles of equity, whether
enforcement is considered in a proceeding in equity or law, and the discretion
of the court before which any proceeding therefor may be brought.

         To the extent that the obligations of the Company and the Guarantors
under the Indenture may be dependent upon such matters, we assume for purposes
of this opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction or organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

         We hereby consent to be named in the Registration Statement and the
prospectus part thereof under the heading "Legal Matters." In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission thereunder.

                                     Sincerely yours,

                                     KEATING, MUETHING & KLEKAMP, P.L.L.



                                     By: /s/ Mark A. Weiss
                                        --------------------------------------
                                                    Mark A. Weiss

EX-12

                                                                      Exhibit 12


                               CINTAS CORPORATION

         EXHIBIT 12 - COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
                             (DOLLARS IN THOUSANDS)




                                                                                 YEAR ENDED MAY 31,

                                                       2002             2001             2000            1999             1998
                                                       ----             ----             ----            ----             ----

                                                                                                         
Pretax income                                       $371,585         $356,454         $311,759         $223,994         $196,856
Fixed charges:
    Interest expense                                  10,952           15,119           15,907           16,442           15,824
    Capitalized interest                                (640)          (1,530)          (1,212)          (2,413)          (1,797)
    One-third of lease payments                        5,650            5,688            5,650            4,493            3,797
                                                -------------    -------------    -------------   --------------   --------------

         EARNINGS                                   $387,547         $375,731         $332,104         $242,516         $214,680
                                                =============    =============    =============   ==============   ==============



Fixed charges:
    Interest expense                                 $10,952          $15,119          $15,907          $16,442          $15,824
    Capitalized interest                                 640            1,530            1,212            2,413            1,797
    One-third of lease payments                        5,650            5,688            5,650            4,493            3,797
                                                -------------    -------------    -------------   --------------   --------------

        FIXED CHARGES                                $17,242          $22,337          $22,769          $23,348          $21,418
                                                =============    =============    =============   ==============   ==============


Ratio of Earnings to Fixed Charges                      22.5             16.8             14.6             10.4             10.0
                                                =============    =============    =============   ==============   ==============


Earnings in Excess of Fixed Charges                 $370,305         $353,394         $309,335         $219,168         $193,262
                                                =============    =============    =============   ==============   ==============

EX-23.1

                                                                    EXHIBIT 23.1


                         Consent of Independent Auditors





We agree to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and the related Prospectus of Cintas
Corporation for the Offer to Exchange its 5 1/8% Senior Notes and its 6% Senior
Notes and to the incorporation by reference therein to our report dated July 5,
2002, with respect to the consolidated financial statements of Cintas
Corporation incorporated by reference in its Annual Report on Form 10-K for the
year ended May 31, 2002 and our opinion dated August 24, 2002, with respect to
the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.

                              /s/Ernst & Young LLP



Cincinnati, Ohio
August 23, 2002

EX-25

                                                                      Exhibit 25

                                                        Registration No. 333-___

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       STATEMENT OF ELIGIBILITY UNDER THE
                        TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
                               SECTION 305(b)(2)

                       Wachovia Bank, National Association
               (Exact name of trustee as specified in its charter)

                            United States of America
   (Jurisdiction of incorporation or organization if not a U.S. national bank)

                                   22-1147033
                     (I.R.S. Employer Identification Number)

                               One Wachovia Center
                            301 South College Street
                            Charlotte, North Carolina
                    (Address of principal executive offices)

                                      28288
                                   (Zip code)

                                R. Douglas Milner
                       Wachovia Bank, National Association
                           5847 San Felipe, Suite 1050
                              Houston, Texas 77057
                                  (713)278-4321
            (Name, address and telephone number of agent for service)

                            Cintas Corporation No. 2
               (Exact name of obligor as specified in its charter)

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

                                   31-1703809
                      (I.R.S. Employer Identification No.)

                              6800 Cintas Boulevard
                                Cincinnati, Ohio
                    (Address of principal executive offices)


                                      45262
                                   (Zip code)

                        5 1/8% Senior Notes due 2007 and
                            6% Senior Notes due 2012
                       (Title of the indenture securities)



























                                       2



Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:

         a. Name and address of each examining or supervising authority to which
it is subject.

                  NAME                               ADDRESS

         Board of Governors of the Federal           Washington, D.C.

         Reserve System

         Comptroller of the Currency                 Washington, D.C.

         Federal Deposit Insurance                   Washington, D.C.
         Corporation

         b. Whether it is authorized to exercise corporate trust powers.

         The Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.

         The obligor is not an affiliate of the trustee. (See Note 1 on page 6.)

Item 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as
to each class of voting securities of the trustee:

         As of (Insert date within 31 days).

                   COL. A  COL. B
                   TITLE OF CLASS   AMOUNT OUTSTANDING

Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under
another indenture under which any other securities, or certificates of interest
or participation in any other securities, of the obligor are outstanding,
furnish the following information:

         a. Title of the securities outstanding under each such other indenture.

            Not Applicable.

         b. A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.

            Not Applicable.



                                       3


Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor of any underwriter for the obligor, identify each
such person having any such connection and state the nature of each such
connection.

         Not Applicable - see answer to Item 13.

Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor.
         As of                  (Insert date within 31 days).
               ----------------

                                                                
                                                                          COL. D
                                                  COL. C                  PERCENTAGE OF VOTING SECURITIES
COL. A                   COL. B                   AMOUNT OWNED            REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER            TITLE OF CLASS           BENEFICIALLY            IN COL. C



     Not Applicable - see answer to Item 13.



Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS. Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:

         As of                    (Insert date within 31 days).
               ------------------

                                                                
                                                                          COL. D
                                                  COL. C                  PERCENTAGE OF VOTING SECURITIES
COL. A                   COL. B                   AMOUNT OWNED            REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER            TITLE OF CLASS           BENEFICIALLY            IN COL. C



     Not Applicable - see answer to Item 13.





Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:

         As of                    (Insert date within 31 days).
               ------------------

                                       4

                                                                                    
                                                              COL. C
                                                              AMOUNT OWNED                   COL.
                         COL. B                               BENEFICIALLY OR                PERCENT OF CLASS
                         WHETHER THE SECURITIES               HELD AS COLLATERAL             REPRESENTED BY
COL. A                   ARE VOTING OR                        SECURITY FOR                   AMOUNT GIVEN
TITLE OF CLASS           NONVOTING SECURITIES                 OBLIGATIONS IN DEFAULT         IN COL. C



     Not Applicable - see answer to Item 13.

Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee
owns beneficially or hold as collateral security for obligations in default any
securities of an underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of which are so owned or
held by the trustee:

                         As of                   (Insert date within 31 days).
                               -----------------

                                                                                  
                                                    COL. C                                   COL. D
                                                    AMOUNT OWNED BENEFICIALLY                PERCENT OF CLASS
COL. A                         COL. B               OR HELD AS COLLATERAL                    REPRESENTED BY
TITLE OF ISSUER                AMOUNT               SECURITY FOR OBLIGATIONS                 AMOUNT GIVEN
AND TITLE OF CLASS             OUTSTANDING          IN DEFAULT BY TRUSTEE                    IN COL. C



       Not Applicable - see answer to Item 13.





Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially
or holds as collateral security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the voting
securities of such person:

         As of                    (Insert date within 31 days).
               ------------------

                                                                                  
                                                    COL. C                                   COL. D
                                                    AMOUNT OWNED BENEFICIALLY                PERCENT OF CLASS
COL. A                         COL. B               OR HELD AS COLLATERAL                    REPRESENTED BY
TITLE OF ISSUER                AMOUNT               SECURITY FOR OBLIGATIONS                 AMOUNT GIVEN
AND TITLE OF CLASS             OUTSTANDING          IN DEFAULT BY TRUSTEE                    IN COL. C



     Not Applicable - see answer to Item 13.





Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor. If the
trustee owns beneficially or holds as collateral security for obligations in
default any securities of a person who, to the knowledge



                                       5


of the trustee, owns 50 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:

         As of                    (Insert date within 31 days).
               ------------------

                                                                                  
                                                    COL. C                                   COL. D
                                                    AMOUNT OWNED BENEFICIALLY                PERCENT OF CLASS
COL. A                         COL. B               OR HELD AS COLLATERAL                    REPRESENTED BY
TITLE OF ISSUER                AMOUNT               SECURITY FOR OBLIGATIONS                 AMOUNT GIVEN
AND TITLE OF CLASS             OUTSTANDING          IN DEFAULT BY TRUSTEE                    IN COL. C



     Not Applicable - See answer to Item 13.

Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the following
information:

         As of                    (Insert date within 31 days).
               ------------------

COL. A                              COL. B                         COL. C
NATURE OF INDEBTEDNESS              AMOUNT OUTSTANDING             DATE DUE

       Not Applicable - See answer to Item 13.

Item 13. Defaults by the Obligor.

a.       State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.

                                      None.

b.       If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.

                                      None.


Item 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate
of the trustee, describe each such affiliation.

                                 Not Applicable.


Item 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the
foreign trustee is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.

                                 Not Applicable.




                                       6


Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this
statement of eligibility.

         1. Articles of Association of First Union National Bank as now in
         effect.*

         2. Certificate of Authority of the trustee to commence business.*

         3. Copy of the authorization of the trustee to exercise corporate trust
         powers.*

         4. Existing bylaws of the trustee.*

         5. Not Applicable.

         6. The consent of the trustee required by Section 321(b) of the Act.

         7. A copy of the latest report of condition of the trustee published
         pursuant to law or the requirements of its supervising or examining
         authority.**

         8. Not Applicable.

         9. Not Applicable.

- ------------------------

           * Previously filed with the Securities and Exchange Commission as an
Exhibit to Form T-1 in connection with Registration Statement Number 033-54465
incorporated herein by reference.


         ** This report is available over the Internet at the website of the
Federal Deposit Insurance Corporation and this report as therein contained is
incorporated herein by reference. This website is located at
http://www3.fdic.gov/idasp/main.asp. ONCE AT THAT ADDRESS, TYPE IN "WACHOVIA
CORPORATION" AT THE FIELD ENTITLED "INSTITUTION NAME" THEN CLICK ON THE "FIND"
FIELD ABOVE WHERE THE NAME OF THE BANK HAS BEEN TYPED IN THEN CLICK ON THE
CERTIFICATE NUMBER FOR WACHOVIA CORPORATION (1073551) THEN CLICK ON THE
"GENERATE REPORT" FIELD.



                                     NOTES:

         Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank
holding company; all of the voting securities of the trustee are held by
Wachovia Corporation.



                                       7


                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Wachovia Bank, National Association, a national banking association
[state form of organization] organized and existing under the laws of THE UNITED
STATES OF AMERICA, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the city of
HOUSTON , and State of TEXAS , on the 6TH day of AUGUST , 2002.


                               WACHOVIA BANK, NATIONAL ASSOCIATION
                                               (Trustee)


                               By:
                                  --------------------------------------------
                                    R. Douglas Milner, Vice President
                                             (Name and Title)




                                       8




                                    EXHIBIT 6


         Wachovia Bank, National Association, pursuant to the requirements of
Section 321(b) of the Trust Indenture Act of 1939, as amended (the "Act") in
connection with the proposed issuance by Cintas Corporation No. 2 Senior Notes,
consents that reports of examination by federal, state, territorial, or district
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor, as contemplated by Section 321(b) of the Act.

Dated: August 6, 2002

                                     WACHOVIA BANK, NATIONAL ASSOCIATION



                                     By:      /s/  R. Douglas Milner
                                        --------------------------------------
                                        R. Douglas Milner, Vice President


                                       9

EX-99.1

                                                                    Exhibit 99.1

                              LETTER OF TRANSMITTAL

                            CINTAS CORPORATION NO. 2

                               OFFERS TO EXCHANGE
                          5 1/8% SENIOR NOTES DUE 2007
                           FOR ANY AND ALL OUTSTANDING
                          5 1/8% SENIOR NOTES DUE 2007
                                       AND
                            6% SENIOR NOTES DUE 2012
                           FOR ANY AND ALL OUTSTANDING
                            6% SENIOR NOTES DUE 2012

                             Under to the Prospectus
                            Dated _____________, 2002

- --------------------------------------------------------------------------------
              The Exchange Offer And Withdrawal Rights Will Expire
              At 5:00 p.m., New York City Time, On________________
                          Unless The Offer Is Extended.
- --------------------------------------------------------------------------------


                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                   Deliver to:
                      Wachovia Customer Information Center
                        Corporate Trust Operations NC1153
                       1525 West W.T. Harris Boulevard 3C3
                      Charlotte, North Carolina 28262-1153
                             Attn: Tiffany Williams

                            Facsimile Transmissions:
                                 (704) 590-7828

                             To Confirm by Telephone
                               or for Information:
                                 (704) 590-7409

         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

         THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.



- --------------------------------------------------------------------------------

         Capitalized terms used but not defined in this Letter of Transmittal
shall have the same meaning given them in the Prospectus (as defined below).

         This Letter of Transmittal is to be completed by holders of Old Notes
(as defined below) if Old Notes are to be forwarded herewith and, unless your
Old Notes are held through The Depository Trust Company ("DTC"), should be
accompanied by the certificates for the Old Notes. If tenders of Old Notes are
to be made by book-entry transfer to an account maintained by Wachovia Bank,
National Association (the "Exchange Agent") at DTC pursuant to the procedures
set forth in "The Exchange Offer--Book-Entry Transfer" in the Prospectus and in
accordance with the Automated Tender Offer Program ("ATOP") established by DTC,
a tendering holder will become bound by the terms and conditions hereof in
accordance with the procedures established under ATOP.

         Holders of Old Notes whose certificates (the "certificates") for such
Old Notes are not immediately available or who cannot deliver their certificates
and all other required documents to the Exchange Agent on or before the
expiration date (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. SEE INSTRUCTION 1.
DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

                     Note: Signatures Must Be Provided Below
               Please Read the Accompanying Instructions Carefully
                    All Tendering Holders Complete This Box:

                                                                                    
                                                                                Principal
                                                                                Amount of        Principal Amount of
   Name(s) and address(es) of Registered Holder(s)           Certificate        Old Notes        Old Notes Tendered
              (Please fill in, if blank)                     Number(s)*          Tendered       (if less than all)**
              --------------------------                     ----------          --------       --------------------
                                                                     (attach additional list if necessary)





                        Description of Old Notes Tendered


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                                              Total Amount
                                              Tendered:
                                                       ------------------------

 * Need not be completed by book-entry holders.




**   Old Notes may be tendered in whole or in part in denominations of $1,000
     and multiples thereof. All Old Notes held shall be deemed tendered unless a
     lesser number is specified in this column.







(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

[ ]    CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
       TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
       AND COMPLETE THE FOLLOWING:

       Name of Tendering Institution

       -------------------------------------

       DTC Account Number

       -------------------------------------


       Transaction Code Number

       -------------------------------------


[ ]    CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
       IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
       GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
       THE FOLLOWING:

       Name of Registered Holder(s)

       -------------------------------------


       Window Ticket Number (if any)

       -------------------------------------


       Date of Execution of
       Notice of Guaranteed Delivery

       -------------------------------------


       Name of Institution which Guaranteed

       -------------------------------------


       IF GUARANTEED DELIVERY IS TO BE MADE
       BY BOOK-ENTRY TRANSFER:

       Name of Tendering Institution

       -------------------------------------



       DTC Account Number

       -------------------------------------


       Transaction Code Number

       -------------------------------------



[ ]      CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
         NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
         ABOVE.

[ ]      CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR
         ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
         ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
         ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
         SUPPLEMENTS THERETO.

         Name:
              -----------------------------------

         Address:
                 --------------------------------

         ----------------------------------------

Ladies and Gentlemen:

         The undersigned hereby tenders to CINTAS CORPORATION NO. 2, a Nevada
corporation (the "Company"), the principal amount of the Company's 5 1/8% Senior
Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (collectively, the
"Old Notes") specified above in exchange for a like aggregate principal amount
of the Company's 5 1/8% Senior Notes due June 1, 2007, and 6% Senior Notes due
June 1, 2012 (collectively, the "New Notes"), upon the terms and subject to the
conditions set forth in the Prospectus dated ________________, 2002 (as the same
may be amended or supplemented from time to time, the "Prospectus"), receipt of
which is acknowledged, and in this Letter of Transmittal (which, together with
the Prospectus, constitute the "Exchange Offer"). The Exchange Offer has been
registered under the Securities Act of 1933, as amended (the "Securities Act").

         Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered with this Letter of Transmittal in accordance
with the terms and conditions of the Exchange Offer (including, if the Exchange
Offer is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of the Company all right, title and interest in and to such Old Notes as
are being tendered herewith. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as its agent and attorney-in-fact (with full
knowledge that the Exchange Agent is also acting as agent of the Company in
connection with the Exchange Offer) with respect to the tendered Old Notes, with
full power of substitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), subject only to the right of
withdrawal described in the Prospectus, to (i) deliver certificates for Old
Notes to the Company together with




all accompanying evidences of transfer and authenticity to, or upon the order
of, the Company, upon receipt by the Exchange Agent, as the undersigned's agent,
of the New Notes to be issued in exchange for such Old Notes, (ii) present
certificates for such Old Notes for transfer, and to transfer the Old Notes on
the books of the Company, and (iii) receive for the account of the Company all
benefits and otherwise exercise all rights of beneficial ownership of such Old
Notes, all in accordance with the terms and conditions of the Exchange Offer.

         THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD
NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED HEREBY,
AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION
RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.

         The name(s) and address(es) of the registered holder(s) of the Old
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the certificates representing such Old Notes. The
certificate number(s) and the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.

         If any tendered Old Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if certificates are submitted for more Old Notes than
are tendered or accepted for exchange, certificates for such unaccepted or
non-exchanged Old Notes will be returned (or, in the case of Old Notes tendered
by book-entry transfer, such Old Notes will be credited to an account maintained
at DTC), without expense to the tendering holder, promptly following the
expiration or termination of the Exchange Offer.

         The undersigned understands that tenders of Old Notes pursuant to any
one of the procedures described in "The Exchange Offer--Procedures for Tendering
Old Notes" in the Prospectus and in the instructions hereto will, upon the
Company's acceptance for exchange of such tendered Old Notes, constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. In all cases in which a
Participant elects to accept the Exchange Offer by transmitting an express
acknowledgment in accordance with the established ATOP procedures, such
Participant shall be bound by all of the terms and conditions of this Letter of
Transmittal. The undersigned recognizes that, under certain circumstances set
forth in the Prospectus, the Company may not be required to accept for exchange
any of the Old Notes tendered hereby.

         Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be issued
in the name(s) of the undersigned or, in the case of a book-entry transfer of
Old Notes, that such New Notes be credited to the account indicated above
maintained at DTC. If applicable, substitute certificates representing Old Notes
not exchanged or not accepted for exchange will be issued to the undersigned or,
in the case of a book-entry transfer of Old Notes, will be credited to the
account




indicated above maintained at DTC. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please deliver New Notes to the undersigned at
the address shown below the undersigned's signature.

         By tendering Old Notes and executing, or otherwise becoming bound by,
this letter of transmittal, the undersigned hereby represents and agrees that

         (1)      the undersigned is not an "affiliate" of the Company,

         (2)      any New Notes to be received by the undersigned are being
                  acquired in the ordinary course of its business, and

         (3)      the undersigned has no arrangement or understanding with any
                  person to participate, and is not engaged and does not intend
                  to engage, in a distribution (within the meaning of the
                  Securities Act) of such New Notes.

         By tendering Old Notes pursuant to the exchange offer and executing, or
otherwise becoming bound by, this letter of transmittal, a holder of Old Notes
which is a broker-dealer represents and agrees, consistent with certain
interpretive letters issued by the staff of the Division of Corporation Finance
of the Securities and Exchange Commission to third parties, that (a) such Old
Notes held by the broker-dealer are held only as a nominee, or (b) such Old
Notes were acquired by such broker-dealer for its own account as a result of
market-making activities or other trading activities and it will deliver the
prospectus (as amended or supplemented from time to time) meeting the
requirements of the Securities Act in connection with any resale of such New
Notes (provided that, by so acknowledging and by delivering a prospectus, such
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act).

         The Company has agreed that, subject to the provisions of the
Registration Rights Agreement, the prospectus, as it may be amended or
supplemented from time to time, may be used by a participating broker-dealer (as
defined below) in connection with resales of New Notes received in exchange for
Old Notes, where such Old Notes were acquired by such participating
broker-dealer for its own account as a result of market-making activities or
other trading activities, for a period ending [90] days after the expiration
date (subject to extension under certain limited circumstances) or, if earlier,
when all such New Notes have been disposed of by such participating
broker-dealer. In that regard, each broker dealer who acquired Old Notes for its
own account as a result of market-making or other trading activities (a
"participating broker-dealer"), by tendering such Old Notes and executing, or
otherwise becoming bound by, this letter of transmittal, agrees that, upon
receipt of notice from the Company of the occurrence of any event or the
discovery of any fact which makes any statement contained in the prospectus
untrue in any material respect or which causes the prospectus to omit to state a
material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading or of the
occurrence of certain other events specified in the Registration Rights
Agreement, such participating broker-dealer will suspend the sale of New Notes
pursuant to the prospectus until the Company has amended or supplemented the
prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented prospectus to the participating broker-dealer or the
Company has given notice that




the sale of the New Notes may be resumed, as the case may be. If the Company
gives such notice to suspend the sale of the New Notes, it shall extend the
90-day period referred to above during which participating broker-dealers are
entitled to use the prospectus in connection with the resale of New Notes by the
number of days during the period from and including the date of the giving of
such notice to and including the date when participating broker-dealers shall
have received copies of the supplemented or amended prospectus necessary to
permit resales of the New Notes or to and including the date on which the
Company has given notice that the sale of New Notes may be resumed, as the case
may be.

         All authority herein conferred or agreed to be conferred in this Letter
of Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.

                               HOLDER(S) SIGN HERE
                          (See Instructions 2, 5 and 6)
      (Note: Signature(s) Must be Guaranteed if Required by Instruction 2)

Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Old Notes hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted herewith. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity, please
set forth the signer's full title. See Instruction 5.

         ---------------------------------------------------------------
                           (Signature(s) of Holder(s))


Date   _____________ __, 2002

Name(s):
        -----------------------------------------------------
                           (Please Print)

Capacity:
         ----------------------------------------------------
                           (Include Full Title)

Address:
        -----------------------------------------------------
                           (Include Zip Code)

Area Code and Telephone Number:
                               ------------------------------

- -------------------------------------------------------------
    (Tax Identification or Social Security Number(s))



                            GUARANTEE OF SIGNATURE(S)
                           (See Instructions 2 and 5)

Authorized Signature:
                     --------------------------------------------------

Name:
     ------------------------------------------------------------------
                           (Please Print)

Date:  _______________, 200__

Capacity or Title:
                  -----------------------------------------------------

Name of Firm:
             ----------------------------------------------------------

Address:
        ------------------------------------------------------
                           (Include Zip Code)

Area Code and Telephone Number:
                               -------------------------------


                          SPECIAL ISSUANCE INSTRUCTIONS
                          (See Instructions 1, 5 and 6)

         To be completed ONLY if the New Notes are to be issued in the name of
someone other than the registered holder of the Old Notes whose name(s)
appear(s) above.

Issue New Securities to:

Name:
     ---------------------------------------------------------
                           (Please Print)

Address:
        ------------------------------------------------------
                           (Include Zip Code)


         (Tax Identification or Social Security Number(s))

                          SPECIAL DELIVERY INSTRUCTIONS
                          (See Instructions 1, 5 and 6)

         To be completed ONLY if New Notes are to be sent to someone other than
the registered holder of the Old Notes whose name(s) appear(s) above, or to such
registered holder(s) at an address other than that shown above.

Mail New Securities To:

Name(s):
        ------------------------------------------------------
                           (Please Print)



Address:
        ------------------------------------------------------
                           (Include Zip Code)

         (Tax Identification or Social Security Number(s))

                                  Instructions
         Forming Part of the Terms and Conditions of the Exchange Offer

         1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed if
certificates are to be forwarded herewith and, unless your Old Notes are held
through DTC, should be accompanied by the certificates for the Old Notes. If
tenders are to be made pursuant to the procedures for tender by book-entry
transfer set forth in "The Exchange Offer--Book-Entry Transfer" in the
Prospectus and in accordance with ATOP established by DTC, a tendering holder
will become bound by the terms and conditions hereof in accordance with the
procedures established under ATOP. Certificates, or timely confirmation of a
book-entry transfer of such Old Notes into the Exchange Agent's account at DTC,
as well as this Letter of Transmittal (or facsimile thereof), if required,
properly completed and duly executed, with any required signature guarantees,
must be received by the Exchange Agent at one of its addresses set forth herein
on or prior to the expiration date. Old Notes may be tendered in whole or in
part in the principal amount of $1,000 and multiples of $1,000.

         Holders who wish to tender their Old Notes and (i) whose Old Notes are
not immediately available or (ii) who cannot deliver their Old Notes and this
Letter of Transmittal to the Exchange Agent on or prior to the expiration date
or (iii) who cannot complete the procedures for delivery by book-entry transfer
on a timely basis, may tender their Old Notes by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in
the Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly completed
and duly executed Letter of Transmittal (or facsimile) thereof and Notice of
Guaranteed Delivery, substantially in the form made available by the Company,
must be received by the Exchange Agent on or prior to the expiration date; and
(iii) the certificates (or a book-entry confirmation (as defined in the
Prospectus)) representing all tendered Old Notes, in proper form for transfer,
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as provided in "The Exchange Offer--Guaranteed Delivery Procedures" in the
Prospectus.

         The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by telegram, telex, facsimile or mail to the Exchange Agent, and
must include a guarantee by an Eligible Institution in the form set forth in
such Notice. For Old Notes to be properly tendered pursuant to the guaranteed
delivery procedure, the Exchange Agent must receive a Notice of Guaranteed
Delivery on or prior to the expiration date. As used herein and in the
Prospectus, "Eligible Institution" means a firm which is a member of a
registered national securities exchange or a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company having an
office or correspondent in the United States.




         THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF
SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD
NOTES SHOULD BE SENT TO THE COMPANY.

         The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), or any Agent's Message in lieu thereof, waives any right to
receive any notice of the acceptance of such tender.

         2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:


                  (i) this Letter of Transmittal is signed by the registered
         holder (which term, for purposes of this document, shall include any
         participant in DTC whose name appears on a security position listing as
         the owner of the Old Notes) of Old Notes tendered herewith, unless such
         holder(s) has completed either the box entitled "Special Issuance
         Instructions" or the box entitled "Special Delivery Instructions"
         above, or

                  (ii) such Old Notes are tendered for the account of a firm
         that is an Eligible Institution.

         In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.

         3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes" is inadequate, the certificate number(s) and/or the
principal amount of Old Notes and any other required information should be
listed on a separate signed schedule which is attached to this Letter of
Transmittal.

         4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in the principal amount of $1,000 and multiples thereof. If less
than all the Old Notes evidenced by any certificate submitted are to be
tendered, fill in the principal amount of Old Notes which are to be tendered in
the box entitled "Principal Amount of Old Notes Tendered (if less than all)." In
such case, new certificate(s) for the remainder of the Old Notes that were
evidenced by your old certificate(s) will only be sent to the holder of the Old
Note, promptly after the expiration date. All Old Notes represented by
certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

         Except as otherwise provided herein, tenders of Old Notes may be
withdrawn at any time on or prior to the expiration date. In order for a
withdrawal to be effective on or prior to that time, a written notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above or in the Prospectus on or prior to the expiration date. Any
such notice of withdrawal must specify the name of the person who tendered the
Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the
principal amount of such Old Notes) and (where certificates for Old Notes have
been transmitted) specify the name in which such Old Notes are registered, if
different from that of the withdrawing holder. If certificates for the Old Notes
have been delivered or otherwise identified to the Exchange Agent, then prior to




the release of such certificates, the withdrawing holder must submit the serial
numbers of the particular certificates for the Old Notes to be withdrawn and a
signed notice of withdrawal with signatures guaranteed by an Eligible
Institution, unless such holder is an Eligible Institution. If Old Notes have
been tendered pursuant to the procedures for book-entry transfer set forth in
the Prospectus under "The Exchange Offer--Book-Entry Transfer," any notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Old Notes and otherwise comply with the procedures of
such facility. Old Notes properly withdrawn will not be deemed validly tendered
for purposes of the Exchange Offer, but may be retendered at any time on or
prior to the expiration date by following one of the procedures described in the
Prospectus under "The Exchange Offer--Procedures for Tendering Old Notes."

         All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the holder thereof without cost to such holder (or, in the case
of Old Notes tendered by book-entry transfer into the Exchange Agent's account
at DTC pursuant to the book-entry procedures described in the Prospectus under
"The Exchange Offer--Book-Entry Transfer," such Old Notes will be credited to an
account maintained with DTC for the Old Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer.

         5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever.

         If any of the Old Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.

         If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.

         If this Letter of Transmittal or any certificates or powers of attorney
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by the
Company, proper evidence satisfactory to the Company of such persons' authority
to so act must be submitted.

         When this Letter of Transmittal is signed by the registered holder(s)
of the Old Notes listed and transmitted hereby, no endorsement(s) of
certificate(s) or written instrument or instruments of transfer or exchange are
required unless New Securities are to be issued in the name of a person other
than the registered holder(s). Signature(s) on such certificate(s) or written
instrument or instruments of transfer or exchange must be guaranteed by an
Eligible Institution.




         If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes listed, the certificates must be endorsed
or accompanied by a written instrument or instruments of transfer or exchange,
in satisfactory form as determined by the Company in its sole discretion and
executed by the registered holder(s), in either case signed exactly as the name
or names of the registered holder(s) appear(s) on the certificates. Signatures
on such certificates or written instrument or instruments of transfer or
exchange must be guaranteed by an Eligible Institution.

         6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be sent to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.

         7. IRREGULARITIES. The Company will determine, in its sole discretion,
all questions as to the form, validity, eligibility (including time of receipt)
and acceptance for exchange of any tender of Old Notes, which determination
shall be final and binding. The Company reserves the absolute right to reject
any and all tenders of any particular Old Notes not properly tendered or to not
accept any particular Old Notes which acceptance might, in the judgment of the
Company or its counsel, be unlawful. The Company also reserves the absolute
right, in its sole discretion, to waive any defects or irregularities or
conditions of the Exchange Offer as to any particular Old Notes either before or
after the expiration date (including the right to waive the ineligibility of any
holder who seeks to tender Old Notes in the Exchange Offer). The interpretation
of the terms and conditions of the Exchange Offer as to any particular Old Notes
either before or after the expiration date (including the Letter of Transmittal
and the instructions thereto) by the Company shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with the
tender of Old Notes for exchange must be cured within such reasonable period of
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall any
of them incur any liability for failure to give such notification.

         8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.

         9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen certificate(s) have been followed.

         10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that holders who




instruct the Company to register New Notes in the name of or request that Old
Notes not tendered or not accepted in the Exchange Offer to be returned to, a
person other than the registered tendering holder will be responsible for the
payment of any applicable transfer tax thereon.

          IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
          OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
                DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
                       ON OR PRIOR TO THE EXPIRATION DATE.

EX-99.2

                                                                    Exhibit 99.2


                          NOTICE OF GUARANTEED DELIVERY
                                  FOR TENDER OF
                      5 1/8% SENIOR NOTES DUE JUNE 1, 2007
                        6% SENIOR NOTES DUE JUNE 1, 2012
                                       OF
                            CINTAS CORPORATION NO. 2

         This Notice of Guaranteed Delivery or one substantially equivalent
hereto must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 5 1/8% Senior Notes due June
1, 2007, and 6% Senior Notes due June 1, 2012 (the "Old Notes") are not
immediately available, (ii) Old Notes and the Letter of Transmittal cannot be
delivered to Wachovia Bank, National Association (the "Exchange Agent") on or
prior to the Expiration Date (as defined in the Prospectus referred to below) or
(iii) the procedures for book-entry transfer cannot be completed on a timely
basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by
facsimile transmission, overnight courier, telex, telegram or mail to the
Exchange Agent. See "The Exchange Offer--Guaranteed Delivery Procedures" in the
Prospectus dated ________________, 2002 (which, together with the related Letter
of Transmittal, constitutes the "Exchange Offer") of CINTAS CORPORATION NO. 2, a
Washington corporation (the "Company").

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

                       Wachovia Bank, National Association
                      Wachovia Customer Information Center
                        Corporate Trust Operations NC1153
                       1525 West W.T. Harris Boulevard 3C3
                      Charlotte, North Carolina 28262-1153
                             Attn: Tiffany Williams

                            Facsimile Transmissions:
                                 (704) 590-7828

                             To Confirm by Telephone
                               or for Information:
                                 (704) 590-7409

         DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.

         THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL.



                                      -2-

                    THE FOLLOWING GUARANTEE MUST BE COMPLETED
                              GUARANTEE OF DELIVERY
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

         The undersigned, a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, hereby guarantees to deliver to the Exchange
Agent, at one of its addresses set forth above, either the certificates for all
physically tendered Old Notes, in proper form for transfer, or confirmation of
the book-entry transfer of such Old Notes to the Exchange Agent's account at The
Depository Trust Company ("DTC"), pursuant to the procedures for book-entry
transfer set forth in the Prospectus, in either case together with any other
documents required by the Letter of Transmittal, within three New York Stock
Exchange trading days after the date of execution of this Notice of Guaranteed
Delivery.

         The undersigned acknowledges that it must deliver the Old Notes
tendered hereby to the Exchange Agent within the time period set forth above and
that failure to do so could result in a financial loss to the undersigned.

Name of Firm:

- ---------------------------------------   -------------------------------------
                                                 (Authorized Signature)

Address:                                  Title:
                                                -------------------------------

                                           Name:
- --------------------------------------          -------------------------------
               (Zip Code)                            (Please type or print)

Area Code and Telephone Number:             Date:
                                                 ------------------------------

- --------------------------------------

         NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY.
ACTUAL SURRENDER OF OLD SECURITIES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED
BY, A PROPERLY COMPLETED AND FULLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.

EX-99.3

                                                                    Exhibit 99.3

                            Cintas Corporation No. 2


                               Offers to Exchange

                          5 1/8% Senior Notes due 2007

                           For Any and All Outstanding

                          5 1/8% Senior Notes due 2007

                                       and

                            6% Senior Notes due 2012

                           For Any and All Outstanding

                            6% Senior Notes due 2012

To Our Clients:

         Enclosed is a Prospectus, dated ___________________, 2002, of CINTAS
CORPORATION NO. 2, a Washington corporation (the "Company"), and a related
Letter of Transmittal (which together constitute the "Exchange Offer") relating
to the offer by the Company to exchange its 5 1/8% Senior Notes due June 1,
2007, and 6% Senior Notes due June 1, 2012 (the "New Notes"), pursuant to an
offering registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding 5
1/8% Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (the
"Old Notes") upon the terms and subject to the conditions set forth in the
Exchange Offer.

         Please note that the Exchange Offer will expire at 5:00 p.m., New York
City time, on ___________________, 2002 unless extended.

         The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.

         We are the holder of record and/or participant in the book-entry
transfer facility of Old Notes held by us for your account. A tender of such Old
Notes can be made only by us as the record holder and/or participant in the
book-entry transfer facility and pursuant to your instructions. The Letter of
Transmittal is furnished to you for your information only and cannot be used by
you to tender Old Notes held by us for your account.

         We request instructions as to whether you wish to tender any or all of
the Old Notes held by us for your account pursuant to the terms and conditions
of the Exchange Offer. We also request that you confirm that we may on your
behalf make the representations contained in the Letter of Transmittal.



                                      -2-

         Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by the holder are being acquired in
the ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate, and is not engaged and does not
intend to engage in a distribution (within the meaning of the Securities Act) of
such New Notes. If the tendering holder is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes, we will represent on behalf
of such broker-dealer that the Old Notes to be exchanged for the New Notes were
acquired by it as a result of market-making activities or other trading
activities, and acknowledge on behalf of such broker-dealer that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of such New Securities. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes, such broker-dealer is not deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

                                                     Very truly yours,

EX-99.4

                                                                    Exhibit 99.4

                            Cintas Corporation No. 2

                               Offers to Exchange

                          5 1/8% Senior Notes due 2007

                           For Any and All Outstanding

                          5 1/8% Senior Notes due 2007

                                       and

                            6% Senior Notes due 2012

                           For Any and All Outstanding

                            6% Senior Notes due 2012


To Registered Holders and The Depository
Trust Company Participants:

         Enclosed are the materials listed below relating to the offer by CINTAS
CORPORATION NO. 2, a Washington corporation (the "Company"), to exchange its 5
1/8 Senior Notes due June 1, 2007, and 6% Senior Notes due June 1, 2012 (the
"New Notes"), pursuant to an offering registered under the Securities Act of
1933, (the "Securities Act"), for a like principal amount of its issued and
outstanding 5 1/8% Senior Notes due June 1, 2007 and 6% Senior Notes due June 1,
2012 (the "Old Notes") upon the terms and subject to the conditions set forth in
the Company's Prospectus, dated ___________________, 2002, and the related
Letter of Transmittal (which together constitute the "Exchange Offer").

         Enclosed herewith are copies of the following documents:

         1. Prospectus dated ______________, 2002;

         2. Letter of Transmittal;

         3. Notice of Guaranteed Delivery;

         4. Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner; and

         5. Letter which may be sent to your clients for whose account you hold
Old Notes in your name or in the name of your nominee, to accompany the
instruction form referred to above, for obtaining such client's instruction with
regard to the Exchange Offer.



                                      -2-

         WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______________,
2002 UNLESS EXTENDED.

         The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.

         Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company that (i) the holder is not an "affiliate" of the
Company, (ii) any New Notes to be received by it are being acquired in the
ordinary course of its business, and (iii) the holder has no arrangement or
understanding with any person to participate, and is not engaged and does not
intend to engage, in a distribution (within the meaning of the Securities Act)
of such New Notes. If the tendering holder is a broker-dealer that will receive
New Notes for its own account in exchange for Old Notes, you will represent on
behalf of such broker-dealer that the Old Securities to be exchanged for the New
Notes were acquired by it as a result of market-making activities or other
trading activities, and acknowledge on behalf of such broker-dealer that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes, such
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         The enclosed Instruction to Registered Holder and/or Book-Entry
Transfer Participant from Owner contains an authorization by the beneficial
owners of the Old Securities for you to make the foregoing representations.

         The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in Instruction 10 of the enclosed
Letter of Transmittal.

         Additional copies of the enclosed material may be obtained from the
undersigned.

                                   Very truly yours,

                                   WACHOVIA BANK, NATIONAL ASSOCIATION

         NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU THE AGENT OF AT&T CORP. OR WACHOVIA BANK, NATIONAL ASSOCIATION OR AUTHORIZE
YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH
THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.

EX-99.5

                                                                    Exhibit 99.5


                     INSTRUCTION TO REGISTERED HOLDER AND/OR
                   BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
                                       OF
                            CINTAS CORPORATION NO. 2

                      5 1/8% Senior Notes due June 1, 2007
                        6% Senior Notes due June 1, 2012
                                (the "Old Notes")

TO REGISTERED HOLDER AND/OR PARTICIPANT
OF THE BOOK-ENTRY TRANSFER FACILITY:

         The undersigned hereby acknowledges receipt of the Prospectus dated
___________, 2002 (the "Prospectus") of CINTAS CORPORATION NO. 2, a Washington
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer"). Capitalized terms used but not defined herein have the
meanings as ascribed to them in the Prospectus or the Letter of Transmittal.

         This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating to
the Exchange Offer with respect to the Old Notes held by you for the account of
the undersigned.

         The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in amount):

                  $       of the 5 1/8% Senior Notes due June 1, 2007
                   ------
                  $       of the 6% Senior Notes due June 1, 2012
                   ------

         With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):

[        ] To TENDER the following Old Notes held by you for the account of the
         undersigned (insert principal amount of Old Securities to be tendered,
         if any):

                  $       of the 5 1/8% Senior Notes due June 1, 2007
                   ------
                  $       of the 6% Senior Notes due June 1, 2012
                   ------

[        ] NOT to TENDER any Old Notes held by you for the account of the
         undersigned.

         If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
holder is not an "affiliate" of the Company, (ii) any New Notes to be received
by the holder are




                                      -2-


being acquired in the ordinary course of its business, and (iii) the holder has
no arrangement or understanding with any person to participate, and is not
engaged and does not intend to engage, in a distribution (within the meaning of
the Securities Act) of such New Notes. If the undersigned is a broker-dealer
that will receive New Notes for its own account in exchange for Old Notes, it
represents that such Old Notes were acquired as a result of market-making
activities or other trading activities, and it acknowledges that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of such New Notes. By acknowledging that it will deliver and by
delivering a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes, such broker- dealer is not deemed
to admit that it is an "underwriter" within the meaning of the Securities Act of
1933, as amended.



                                    SIGN HERE

Name of beneficial owner(s):
                            --------------------------------------------------
Signature(s):
              -----------------------------------------------------------------
Name(s) (please print):
                       --------------------------------------------------------
Address:
          ---------------------------------------------------------------------

          ---------------------------------------------------------------------

Telephone Number:
                 --------------------------------------------------------------

Taxpayer Identification or Social Security Number:
                                                  -----------------------------
Date:
     --------------------------------------------------------------------------