CINTAS CORPORATION
593,029 shares of Common Stock
The shareholders of Cintas Corporation described below are offering and
selling up to 593,029 shares of Cintas common stock.
The Selling Shareholders may offer their Cintas common stock through public
or private transactions, on or off the United States exchanges, at prevailing
market prices, or at privately negotiated prices.
Cintas common stock is traded on the Nasdaq National Market under the
symbol "CTAS." On June 23, 2000, the closing price of one share of Cintas common
stock on the Nasdaq National Market was $39.38.
----------------------------------------
The shares of Cintas common stock offered pursuant to this Prospectus
involve a high degree of risk. See "Risk Factors" beginning at page 3.
----------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------------------------------
The date of this Prospectus is June 26, 2000
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may also read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are available to the public over
the internet at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them. This Prospectus incorporates important business and financial
information about Cintas which is not included in or delivered with this
Prospectus. The information incorporated by reference is an important part of
this Prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by
reference:
- Our Annual Report on Form 10-K for the fiscal year ended May 31, 1999;
- Our Quarterly Reports on Form 10-Q for the quarters ended August 31,
1999 (as amended), November 30, 1999, and February 29, 2000; and
- Our Registration Statement on Form 8-A, SEC File No. 0-11399,
registering our common stock under Section 12 of the Securities
Exchange Act of 1934.
We also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we sell all of the securities.
You may obtain a copy of these filings without charge, by writing or
telephoning us at the following address:
David T. Jeanmougin
Senior Vice President and Secretary
Cintas Corporation
6800 Cintas Boulevard
Cincinnati, Ohio 45262
(513) 459-1200
You should rely only on the information incorporated by reference or
provided in this Prospectus. We have not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front of those documents. If you would like to request documents from us,
please do so by five business days before you have to make an investment
decision.
This Prospectus and the documents "Incorporated by Reference" as discussed
under "Where You Can Find More Information" contain forward looking statements
within the meaning of federal securities law. Such statements can be identified
by the use of forward-looking terminology such as "may," "will," "expect,"
"anticipate," "estimate," "continue" or other similar words. These statements
discuss future expectations, contain projections of results of operations or of
financial condition or state other "forward-looking" information. Although
management believes that the expectations reflected in its forward-looking
statements are based on reasonable assumptions, there are certain factors such
as general economic conditions, local real estate conditions, or weather
conditions that might cause a difference between actual results and those
forward-looking statements. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary statements in this
Prospectus.
RISK FACTORS
An investment in the shares of Cintas common stock offered under this
Prospectus involves a high degree of risk. The following risk factors, in
addition to the other information contained in this Prospectus, should be
considered carefully in evaluating Cintas and its business.
Acquisitions
From June 1, 1995 through the fiscal quarter ended February 28, 2000,
Cintas issued approximately 23,933,000 shares of its common stock and paid
approximately $81.6 million in cash in 172 acquisitions. As part of its growth
strategy, Cintas intends to continue to actively pursue additional acquisition
opportunities. In order to achieve anticipated benefits from these acquisitions,
Cintas must successfully integrate any acquired business with its existing
operations, and while it believes it will be able to fully integrate these
businesses into Cintas, it can give no assurance that it will be successful in
this regard. Cintas can also give no assurance that it will be able to complete
future acquisitions or that all future issuances of securities in connection
with acquisitions will not dilute the interests of its shareholders.
Competition
Cintas' customers in the uniform rental and sales industry primarily choose
suppliers based upon quality of products, service and price. Leading uniform
competitors include UniFirst Corporation, ARAMARK Corporation and G&K Services,
Inc. In addition to Cintas' traditional uniform rental competitors, Cintas
anticipates that future competition may be with businesses that focus on selling
uniforms and other related items. If existing or future competitors seek to gain
or retain market share by reducing prices, Cintas may be required to lower
prices, which would hurt its operating results. Cintas competitors also
generally compete with Cintas for acquisition candidates, which can increase the
price for acquisitions and reduce the number of available acquisition
candidates.
Economic Conditions
National or regional economic slowdowns or certain industry specific
slowdowns may hurt Cintas' business. Events or conditions in a particular area,
such as adverse weather and other factors, could also hurt operating results.
Furthermore, increases in interest rates may lead to a decline in economic
activity and adversely affect operating results. While Cintas does not believe
that its exposure is greater than that of its competitors, Cintas could be
adversely affected by increases in the prices of fabric, fuel, wages and other
components of product cost unless it could recover such increases through
increases in the prices for its services and products. Competitive and general
economic conditions might limit the ability of Cintas and its competitors to
increase prices to cover such increases.
Environmental Regulation
Cintas, and its competitors in the uniform rental industry, are regulated
by various local, state and federal environmental laws and regulations. These
laws and regulations govern air emissions, wastewater discharges and hazardous
materials management and disposal. The most onerous of these typically are the
hazardous materials regulations. In the past, Cintas has settled, or contributed
to the settlement of, actions or claims brought against it which relate to the
handling or release of hazardous materials. In the future, Cintas may be
required to pay material amounts to compensate for the consequences of releases
of hazardous materials and wastes. Under environmental laws, an owner or
operator of real estate may be required to pay the costs of removing or
remediating hazardous materials located on or emanating from property, whether
or not the owner or operator knew of or was responsible for the presence of such
hazardous materials. While Cintas regularly engages in environmental due
diligence in connection with acquisitions, Cintas can give no assurance that
locations that have been acquired or leased have been operated in compliance
with environmental laws and regulations during prior periods or that future uses
or conditions will not make Cintas liable under these laws or expose Cintas to
third-party actions including tort suits.
In 1998, the USEPA proposed Categorical Pretreatment Standards for the
industrial laundry industry which, if implemented, would have changed the
regulation of wastewater discharges from being governed on a local level to the
federal level. Cintas and the industry trade association were successful in
providing USEPA evidence that existing, local regulation was sufficient to
protect the environment. In 1999, USEPA issued a final ruling on this issue
declaring that Categorical Pretreatment Standards were not required for the
industrial laundry industry.
Dependence on Senior Management; Ability to Attract and Retain Quality Personnel
Cintas' success depends in part on the skills, experience and efforts of
senior management and certain other key employees. If, for any reason, one or
more senior executives or key personnel were not to remain active with Cintas,
results of operations could be hurt. Future success also depends on Cintas'
ability to attract and retain qualified managers and technical and marketing
personnel, as well as sufficient numbers of hourly workers. Although Cintas has
an excellent track record of attracting and retaining quality people, there is
competition in the market for the services of such qualified personnel and a
tight market for hourly workers. The failure to attract and retain such
personnel or workers could hurt the results of operations.
THE COMPANY
Cintas designs, manufactures and implements corporate identity uniform
programs which it rents or sells to customers throughout the United States and
Canada. Cintas also provides ancillary services including entrance mats,
sanitation supplies, first aid products and services and cleanroom supplies.
Cintas provides these highly specialized services to businesses of all types --
from small service and manufacturing companies to major corporations that employ
thousands of people.
During the past five years, Cintas has made several acquisitions which
significantly affected Cintas' revenues and net income. These acquisitions were
completed using cash, seller-financing, Cintas common stock or a combination of
these methods. Cintas intends to continue to expand, through both internal
growth, including the establishment of operations in new geographic areas, and
by continuing its acquisition program of both uniform rental and sale companies
and companies that engage in the sale and distribution of first aid and safety
products.
Cintas was incorporated under the laws of the State of Washington in 1986
and is the successor to a business begun in 1929. Its executive offices are
located at 6800 Cintas Boulevard, Mason, Ohio 45040; telephone number (513)
459-1200.
SELLING SHAREHOLDERS
On April 8, 1998, Cintas consummated the acquisition of the following
affiliated entities: Uniforms to You and Company, Integrity Uniform Co., Pride
Manufacturing Company, M. Frank & Co., UTY Canada, Ltd., Working Class, Ltd.,
Michael/Keith Partnership and UTY Partners. The Selling Shareholders received
3,959,262 shares of Cintas common stock in exchange for their shares and
interests in such corporations and partnerships. In June, 2000, the Selling
Shareholders received an additional 40,509 shares of Cintas common stock as a
result of an adjustment to the consideration payable to the Selling Shareholders
in connection with the April 8, 1998 transaction.
The Selling Shareholders are offering up to 593,029 shares of Cintas common
stock under this Prospectus in the amounts set forth below. No Selling
Shareholder owns shares of Cintas common stock other than those offered under
this Prospectus. If all Selling Shareholders sell all shares offered under this
Prospectus, they will not own any shares of Cintas common stock.
Michael Frank Remainder Trust #1, Marshall E. Eisenberg, Trustee 7,900
Keith Frank Remainder Trust #1, Michael Frank, Trustee 2,882
Alpha Q Trust, Allen M. Turner, Trustee 214,012
Flossmoor Q Trust, Allen M. Turner, Trustee 137,639
Direction Q Trust, Marshall E. Eisenberg, Trustee 5,288
David Pinzur 130,044
Michael DiMino 74,844
Keith Frank Revocable Trust, Keith Frank, Trustee 14,379
Michael Frank Revocable Trust, Michael B. Frank, Trustee 5,300
Marcia Frank 17
Working Class, Inc. 73
Natalie and Stephanie Trust, Marshall E. Eisenberg, Trustee 65
Madeline Trust, Marshall E. Eisenberg, Trustee 66
Stephanie Trust, Marshall E. Eisenberg, Trustee 65
Aaron and Madeline Trust, Marshall E. Eisenberg, Trustee 65
Natalie and Madeline Trust, Marshall E. Eisenberg, Trustee 65
Robin and Stephanie Trust, Marshall E. Eisenberg, Trustee 65
Natalie and Aaron Trust, Marshall E. Eisenberg, Trustee 65
Madeline and Stephanie Trust, Marshall E. Eisenberg, Trustee 65
Aaron and Stephanie Trust, Marshall E. Eisenberg, Trustee 65
Aaron Trust, Marshall E. Eisenberg, Trustee 65
---------
Total 593,029
Shares acquired by gift from the Selling Shareholders may also be sold
pursuant to the Prospectus by any such donee. This Prospectus may also be used
by transferees, assignees, distributees and pledgees of the Selling
Shareholders.
USE OF PROCEEDS
Cintas will not receive any proceeds from the shares being sold in this
offering.
PLAN OF DISTRIBUTION
Cintas is registering the shares offered hereby on behalf of the Selling
Shareholders. Cintas has been advised by the Selling Shareholders that they may
sell or transfer all or a portion of the shares offered hereby from time to time
to third parties directly or by or through brokers, dealers, agents or
underwriters, who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Shareholders and/or from
purchasers of the shares for whom they may act as agent. However, the Selling
Shareholders have advised Cintas that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinating broker
acting in connection with the proposed sales or transfers of shares by the
Selling Shareholders. Such sales and transfers of the shares may be effected
from time to time in one or more transactions on the Nasdaq National Market, in
the over-the-counter market, in negotiated transactions or otherwise, at a fixed
price or prices, which may be changed, at market prices prevailing at the time
of sale, at negotiated prices, or without consideration, through put or call
options transactions relating to the shares, through short sales of shares or a
combination of such methods of sale, or by any other legally available means.
The term, "Selling Shareholders" includes donees, pledgees and assignees in
interest selling shares acquired from the named Selling Shareholders after the
date of this Prospectus. Any or all of the shares may be sold or transferred
from time to time by the Selling Shareholders by means of (a) a block trade in
which the broker or dealer so engaged will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this Prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchasers;
(d) through the writing of options on the shares; (e) pledges as collateral to
secure loans, credit or other financing arrangements and any subsequent
foreclosure, if any, thereunder; (f) gifts, donations and contributions; and (g)
any other legally available means. The aggregate net proceeds to the Selling
Shareholders from the sale of the shares will be the purchase price of such
shares less any commissions.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Shareholders and any brokers, dealers, agents or underwriters
that participate in the distribution of the shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, in
which event any discounts, concessions and commissions received by such brokers,
dealers, agents or underwriters and any profit on the resale of the shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Because the Selling Shareholders may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, the
Selling Shareholders will be subject to the prospectus delivery requirements of
the Securities Act, which may include delivery through the facilities of the
Nasdaq National Market. Additionally, the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to sales by the
Selling Shareholders in the market.
No underwriter, broker, dealer or agent has been engaged by Cintas in
connection with the distribution of the shares.
Any shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling Shareholders
will sell any of the shares. The Selling Shareholders may transfer, devise or
gift shares by other means not described herein.
Cintas will pay all of the expenses incident to the registration of the
shares, other than underwriting discounts and selling commissions, if any.
The Selling Shareholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of shares
against certain liabilities, including liabilities under the Securities Act.
When the Selling Shareholders notify Cintas that any material arrangement
has been entered into with a broker-dealer for the sale of shares through a
block trade, special offering, exchange distribution or secondary distribution
or a purchase by a broker or dealer, a supplement to this Prospectus will be
filed, if required, pursuant to Rule 424(b) under the Securities Act. The
supplement will disclose (i) the name of each such Selling Shareholders and of
the participating broker-dealer(s), (ii) the number of shares involved, (iii)
the price at which such shares will be sold, (iv) the commissions to be paid or
discounts or concessions to be allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this Prospectus
and (vi) other facts material to the transaction. A supplement to this
Prospectus will be filed if Cintas is notified by the Selling Shareholders that
a donee or pledgee intends to sell more than 500 shares.
LEGAL MATTERS
The legality of the common stock offered hereby will be passed upon for
Cintas by Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, of which Donald
P. Klekamp, a Director of Cintas, is a partner. Members of that firm
participating in matters connected with the issuance of shares under this
Prospectus beneficially own 277,800 shares of Cintas common stock.
EXPERTS
The consolidated financial statements of Cintas Corporation at May 31, 1999
and 1998, and for each of the three years in the period ended May 31, 1999,
incorporated by reference in this Prospectus and Registration Statement have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon appearing elsewhere herein, and are included in reliance upon
such report given on the authority of such firm as experts in accounting and
auditing.
MISCELLANEOUS
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Cintas since the date hereof or that the information herein is
correct as of any time subsequent to its date.