Registration No.
333-68151
filed pursuant to
Rule 424(b)(3)
CINTAS CORPORATION
19,348 shares of Common Stock
--------------------------------------------
The shareholders of Cintas Corporation described below are offering and
selling 19,348 shares of Cintas Common Stock.
The Selling Shareholders obtained their shares of Cintas stock on October
31, 1998 in exchange for S G Industries, Inc.
The Selling Shareholders may offer their Cintas stock through public or
private transactions, on or off the United States exchanges, at prevailing
market prices, or at privately negotiated prices.
Cintas stock is traded on the Nasdaq National Market under the symbol
"CTAS." On March 10, 1999, the closing price of one share of Cintas stock on the
Nasdaq National Market was $71-7/8.
--------------------------------------------
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 March 15, 1999.
- 2 -
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 Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. 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.
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
the Quarterly Reports on Form 10-Q for the quarters ended August 31, 1998 and
November 30, 1998, the Annual Report on Form 10-K for the year ended May 31,
1998, the Forms 8-K filed on June 1, 1998 and January 14, 1999 and 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. We also
incorporate by reference our Registration Statement on Form 8-A, SEC File No.
0-11399, registering the Company's Common Stock under Section 12 of the Exchange
Act, which describes the class of securities being registered by this
Prospectus.
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
- 3 -
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.
THE COMPANY
Cintas is a leader in the uniform rental and sales business and has
particular expertise in designing, planning and implementing corporate identity
uniform programs. The Company concentrates on uniform rental services and custom
uniform sales. Cintas received 73% of its revenues for fiscal 1998 from uniform
rental services and non-uniform rental items, including dust mops, entrance mats
and wiping cloths. The balance of the Company's revenues were derived from
custom uniform sales, the sale of first aid and safety products, consumable
cleanroom supplies and sales of related items. The Company provides uniform and
related rental products and services through a network of 159 rental locations
and six cleanroom facilities and sells uniforms to national customers through
distribution centers located in Cincinnati, Ohio, Reno, Nevada, Montgomery,
Alabama and Chicago, Illinois. At its nine garment manufacturing facilities the
Company manufac tures a substantial portion of the uniform trousers and uniform
shirts supplied to its customers. First aid and safety products are sold to
industrial users either directly from Cintas or Cintas subsidiaries or through
independent distributors.
During the past five years, Cintas has made several acquisitions which
significantly affected the Company's revenues and net income. These acquisitions
were completed using cash, seller-financing, Cintas Common Stock or a
combination of these methods. The Company intends to continue to expand, through
both internal growth, including the establishment of operations in new
geographic areas, and by continuing its acquisition program 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
The 19,348 shares offered pursuant to this Prospectus, all of which are
being offered for sale hereby, are offered by Robert S. Sklar and Marsha Sklar.
On October 31, 1998, Cintas consummated the acquisition of S G Industries, Inc.
Mr. Sklar and Mrs. Sklar received 9,481 shares and 9,867 shares, respectively,
of the 19,348 shares of Cintas Common Stock described in this Prospectus in
exchange for their shares in S G Industries, Inc.
The Selling Shareholders own no other shares of Cintas Common Stock other
than those offered under this Prospectus. If the Selling Shareholders sell all
of the shares offered under this Prospectus, they will not own any shares of
Cintas Common Stock.
- 4 -
Shares acquired by gift from the shares owned by 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
The Company is registering the shares offered hereby on behalf of the
Selling Shareholders. The Company 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 the Company 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 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
- 5 -
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 the Company 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.
The Company 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.
Upon the Company being notified by the Selling Shareholders 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 the Company 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 the Company, is a partner. Members of that firm
beneficially own 307,934 shares of Cintas Common Stock.
EXPERTS
The consolidated financial statements of Cintas Corporation incorporated by
reference in Cintas Corporation's Annual Report on Form 10-K for the year ended
May 31, 1998, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon incorporated by reference therein and
incorporated herein by reference in reliance upon such report, given upon the
authority of such firm as experts in accounting and auditing.
MISCELLANEOUS
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such informa tion or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any securities other than the
registered securities to which it relates or an offer to sell or a solicitation
of an offer to buy such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of Cintas since the date hereof or that the information herein is
correct as of any time subsequent to its date.