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.