SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 24, 1999
CINTAS CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 0-11399 31-1188630
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6800 Cintas Boulevard, P.O. Box 625737, Cincinnati, Ohio 45262-5737
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code (513) 459-1200
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
As discussed in the attached press release, on March 24, 1999, Cintas
Corporation announced that it had completed the merger with Unitog Company.
Unitog is a leading provider of high quality uniform rental services to a
variety of industries and sells custom-designed uniforms primarily to national
companies in connection with their corporate image programs. Unitog manufactures
substantially all of the uniforms it rents or sells.
The merger was approved by Unitog's shareholders on March 24, 1999. In the
transaction a wholly-owned subsidiary of Cintas was merged with and into Unitog,
with the result that Unitog became a wholly-owned subsidiary of a subsidiary of
Cintas, and each of Unitog's outstanding 9,478,998 shares of Common Stock (less
shares owned by Cintas and any subsidiary of Cintas) was converted into the
right to receive .5518 share of Cintas Common Stock. Cintas issued 5,072,124
shares of Cintas Common Stock for an aggregate value (as of March 24, 1999) of
approximately $346,000,000. In addition, Cintas assumed options to issue an
additional 191,627 shares of Cintas Common Stock. The transaction has been
accounted for as a pooling of interests.
The amount of consideration paid was determined by arms-length negotiations
between Cintas and Unitog. There was no prior material relationship between
Unitog and Cintas or any of Cintas' affiliates, directors or officers, or any
associate of such directors or officers. Cintas intends to continue to devote
the assets acquired to Unitog's existing business.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) The financial statements required under Regulation S-X will
be filed prior to June 7, 1999.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated January 9, 1999 by and
among Cintas Corporation, Cintas Image Acquisition Company
and Unitog Company (incorporated by reference to the Current
Report on Form 8-K dated January 9, 1999 filed by Unitog
Company)
2.2 Amendment Number 1 to Agreement and Plan of Merger dated
March 23, 1999 (filed herewith)
99.1 Press Release dated March 24, 1999 (filed herewith)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CINTAS CORPORATION.
Date: April 7, 1999 By: /s/William C. Gale
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William C. Gale, Vice President -
Finance and Chief Financial Officer