SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 1996 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 0-11399 CINTAS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Incorporated under IRS Employer ID the Laws of Washington No. 31-1188630 - ---------------------------------- ---------------------------- (State or other jurisdiction of incorporation or organization) 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, Ohio 45262-5737 Phone: (513) 459-1200 - -------------------------------------------------------------------------------- (Address of principal executive offices) Securities Registered Pursuant to Section 12(b) of the Act: None - -------------------------------------------------------------------------------- Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, No Par Value - -------------------------------------------------------------------------------- (Title of class) This Form 10-K/A is being filed to amend and restate Part 1 Item 1 of the Form 10-K for the Fiscal Year Ended May 31, 1996, and to file certain exhibits. PART I ITEM 1. BUSINESS Information regarding revenues from products and services, the number of employees and competition are listed or described below: The table sets forth the revenues derived from each service provided by Cintas. Year Ended May 31 -------------------------------------- 1996 1995 1994 -------- ---------- ---------- (in thousands) Uniform Rental $492,369 $415,035 $351,495 Uniform Sales 81,373 69,825 58,294 Non-Uniform Rentals 148,652 124,045 108,360 Other 7,736 6,193 5,067 -------- ---------- ---------- $730,130 $615,098 $523,216 ======== ======== ======== The Company began business in 1929 as an Ohio Corporation and changed its state of incorporation to Washington in 1986. At May 31, 1996, the Company employed 10,803 employees of which 88 are represented by labor unions. The Company considers its relationship with its employees to be satisfactory. Cintas provides a highly specialized service to businesses of all types - from small service companies to major corporations that employ thousands of people. The Company designs, manufactures and implements corporate identity uniform programs throughout the United States. The rental markets served by the Company are highly fragmented and competition for this business varies at each of the Company's locations. There are other companies in the uniform rental business which have financial resources comparable to those of the Company, although much of the competition consists of smaller local and regional firms. In certain instances, local competitors may also have financial resources comparable to those deployed by the Company in a particular market. The service provided to the rental markets served by the Company principally consists of the rental and cleaning of uniforms as well as providing on-going uniform upgrades to each customer. The Company also offers ancillary products which includes the rental or sale of walk-off mats, fender covers, towels, mops and linen products. Due to its diverse customer base and average account size, the loss of one account would not have a significant financial impact on the Company. In its sale of customized uniforms, Cintas competes on a national basis with other uniform suppliers and manufacturers, some of which have financial resources comparable to the Company's. The Company operates four manufacturing facilities which provide for a substantial amount of its standard uniform needs. Additional products are purchased from several outside suppliers. Because of the Company's ability to manufacture much of its own uniform needs, the loss of one vendor would not have a significant effect on the Company. In regard to the availability of fabric for the manufacturing process, the Company purchases fabric from several suppliers. The Company is not aware of any circumstances which would hinder its ability to obtain these materials. The Company does not anticipate any material capital expenditures for environmental controls that would have a material effect on its financial condition. The Company is not aware of any material non-compliance with environmental laws. The Company believes that the primary competitive factors that affect its operations are quality, service, design and price, in that order. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K (a) (3) Exhibits. Exhibit Number Description of Exhibit Filing Status - -------- -------------------------------------------- ------------- 3.1 Restated Articles of Incorporation (1) 3.3 Bylaws (1) Management Compensatory Contracts (Exhibits 10.1-10.5) 10.1 Incentive Stock Option Plan (2) 10.2 Partners' Plan, as Amended (3) 10.3 1990 Directors' Stock Option Plan (4) 10.4 1992 Employee Stock Option Plan, as Amended (5) 10.5 1994 Directors' Stock Option Plan (6) 11 Statement re computation of filed herewith per share earnings 13 1996 Annual Report to Shareholders filed herewith 21 Subsidiaries of the Registrant filed herewith 23 Consent of Independent Auditors filed herewith 27 Financial Data Schedule filed herewith (1) Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended May 31, 1989. (2) Incorporated by reference to the Company's Registration Statement No. 33-23228 on Form S-8 filed under the Securities Act of 1933. (3) Incorporated by reference to the Company's Registration Statement No. 33-56623 on Form S-8 filed under the Securities Act of 1933. (4) Incorporated by reference to the Company's Registration Statement No. 33-71124 on Form S-8 filed under the Securities Act of 1933. (5) Incorporated by reference to the Company's Proxy Statement for its 1995 Annual Shareholders' Meeting. (6) Incorporated by reference to the Company's Proxy Statement for its 1994 Annual Shareholders' Meeting. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CINTAS CORPORATION DATE SIGNED: April 30, 1997 By: /s/ William C. Gale ---------------------------- William C. Gale Vice President - Finance (Chief Accounting Officer)