1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
[X] EXCHANGE ACT OF 1934 For the Fiscal Year Ended May 31, 1999
[ ] 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 juris-
diction 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)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES NO
--- --
X
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K. [ ]
The aggregate market value of Common Stock held by nonaffiliates is
$6,198,306,303 based on a closing price of $55.8125 on August 20, 1999. As of
August 20, 1999, 111,055,880 shares of no par value Common Stock were issued and
outstanding.
Documents Incorporated by Reference
Portions of the Registrant's Annual Report to Shareholders for 1999 furnished to
the Commission pursuant to Rule 14a-3(b) and portions of the Registrant's Proxy
Statement to be filed with the Commission for its 1999 annual meeting are
incorporated by reference in Parts II and III as specified.
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CINTAS CORPORATION
INDEX TO ANNUAL REPORT
ON FORM 10-K
Page
----
Part I
Item 1. - Business. 3
Item 2. - Properties. 4
Item 3. - Legal Proceedings. 9
Item 4. - Submission of Matters to a Vote of Security Holders. 9
Part II
Item 5. - Market for Registrant's Common Equity and Related 10
Stockholder Matters.
Item 6. - Selected Financial Data. 10
Item 7. - Management's Discussion and Analysis of Financial 10
Condition and Results of Operations.
Item 7A. - Quantitative and Qualitative Disclosure About Market Risk. 10
Item 8. - Financial Statements and Supplementary Data. 10
Item 9. - Changes in and Disagreements with Accountants on 10
Accounting and Financial Disclosure.
Part III
Item 10. - Directors and Executive Officers of the Registrant. 11
Item 11. - Executive Compensation. 11
Item 12. - Security Ownership of Certain Beneficial Owners and 11
Management.
Item 13. - Certain Relationships and Related Transactions. 11
Part IV
Item 14. - Exhibits, Financial Statement Schedules and 11
Reports on Form 8-K.
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PART I
ITEM 1.
BUSINESS
--------
Cintas Corporation is a publicly held company in the uniform rental and sales
business. The Company was founded in 1968 by Richard T. Farmer, Chairman of the
Board when he left his family's industrial laundry business in order to develop
uniform programs using an exclusive new fabric. In the early 1970's, Cintas
acquired the family industrial laundry business.
Cintas provides a highly specialized service to businesses of all types - from
small service and manufacturing companies to major corporations that employ
thousands of people. The Company classifies its businesses into two operating
segments: Rentals and Other Services. The Rental operating segment designs and
manufactures corporate identity uniforms which it rents, along with other items,
to its customers. The Other Services operating segment involves the design,
manufacture and direct sale of uniforms to its customers as well as the sale of
ancillary services including sanitation supplies, first aid products and
services and cleanroom supplies.
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 of the Company in a particular
market. The Company believes that the primary competitive factors that affect
its operations are quality, service, design and price, in that order.
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 entrance mats, fender covers, towels, mops,
linen products and first aid products and services.
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 and its subsidiary Uniforms To You,
compete on a national basis with other uniform suppliers and manufacturers.
The Company operates thirteen wholly owned 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. The Company purchases
fabric, used in its manufacturing process, from several suppliers. The Company
is not aware of any circumstances which would hinder its ability to obtain these
materials.
In March 1999, the Company acquired Unitog Company (Unitog), a rental and direct
sale uniform provider. The Company exchanged 5,072,124 shares of its common
stock for all the outstanding stock of Unitog. Unitog had annual revenues of
$280 million for their fiscal year ended, January 31, 1999, and uniform rental
operations in 20 states and the province of Ontario, Canada.
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.
At May 31, 1999, the Company employed approximately 22,000 employees of which
approximately 2,000 were represented by labor unions. The Company considers its
relationship with its employees to be satisfactory.
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The table sets forth the revenues derived from each service provided by Cintas.
Year Ended May 31
1999 1998 1997
---- ---- ----
(in thousands)
Rentals $1,297,248 $1,090,577 $946,923
Other Services 454,320 386,368 314,976
-----------------------------------------------------------------------------
$1,751,568 $1,476,945 $1,261,899
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ITEM 2.
PROPERTIES
----------
The Company occupies 265 facilities located in 199 cities. The corporate offices
provide centrally located administrative functions including accounting,
finance, marketing and data processing. The Company operates processing plants
that house administrative, sales and service personnel and the necessary
equipment involved in the cleaning of uniforms and bulk items. Branch operations
provide administrative, sales and service functions. Cintas operates eight
distribution facilities and has thirteen manufacturing plants. The Company also
operates facilities which distribute first aid products. The Company considers
the facilities it operates to be adequate for their intended use. The Company
owns or leases 5,928 vehicles.
The following chart provides additional information concerning Cintas'
facilities:
Location Type of Facility
-------- ----------------
Cincinnati, Ohio Corporate Offices, National
Account Division, Distribution
Center, Manufacturing Facility
Abbotsford, Vancouver (Canada) Processing Plant
Akron, Ohio Processing Plant
Albuquerque, New Mexico First Aid Facility
Alexandria, Louisiana Branch*
Allentown, Pennsylvania Branch*
Amarillo, Texas Branch*
Angola, Indiana Branch
Asheville, North Carolina Branch*
Ashland, Kentucky Processing Plant
Aston, Pennsylvania Processing Plant
Atlanta, Georgia Processing Plant
Atlanta, Georgia First Aid Facility
Atlanta, Georgia Processing Plant
Augusta, Georgia Processing Plant
Austin, Texas Processing Plant
Baltimore, Maryland Processing Plant
Baltimore, Maryland First Aid Facility
Barrie, Ontario (Canada) Processing Plant
Baton Rouge (North), Louisiana Processing Plant
Baton Rouge (South), Louisiana Processing Plant
Baton Rouge, Louisiana First Aid Facility
Battle Creek, Michigan Processing Plant
Battle Creek, Michigan Branch
Bay City, Michigan Branch*
Beaumont, Texas Processing Plant
Bethlehem, Pennsylvania Processing Plant
Birmingham, Alabama Branch*
Birmingham, Alabama First Aid Facility
Birmingham, Alabama Processing Plant
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Bloomington, Indiana Branch*
Boston, Massachusetts Processing Plant
Branford, Connecticut Processing Plant
Bristol, Pennsylvania Processing Plant
Buffalo, New York Processing Plant
Burton, Michigan Branch*
Cedar Rapids, Iowa Branch*
Charles City, Iowa Branch*
Charleston, South Carolina Branch*
Charlotte, North Carolina First Aid Facility*
Charlotte, North Carolina Processing Plant
Chattanooga, Tennessee Branch*
Chicago (North), Illinois Processing Plant
Chicago (South), Illinois Processing Plant
Chicago (West), Illinois Processing Plant
Chicago, Illinois First Aid Facility
Chicago, Illinois Distribution Center
Chicago, Illinois Manufacturing Facility
Cincinnati, Ohio Processing Plant
Cincinnati, Ohio Processing Plant
Cincinnati, Ohio First Aid Facility
Clay City, Kentucky Manufacturing Facility*
Cleveland (East), Ohio Processing Plant
Cleveland (West), Ohio Processing Plant
Cleveland, Ohio First Aid Facility*
Colorado Springs, Colorado Branch*
Columbia, South Carolina Processing Plant*
Columbus, Ohio Processing Plant
Columbus, Ohio Processing Plant
Corpus Christi, Texas Processing Plant
Dallas, Texas Processing Plant*
Dallas, Texas First Aid Facility*
Dallas, Texas First Aid Facility
Dallas, Texas Processing Plant
Davenport, Iowa Branch*
Dayton, Ohio Processing Plant
Decatur, Alabama Processing Plant*
Decatur, Georgia Processing Plant
Denver, Colorado Processing Plant
Denver, Colorado First Aid Facility*
Denver, Colorado First Aid Facility
Des Moines, Iowa Branch*
Detroit, Michigan First Aid Facility*
Detroit, Michigan Processing Plant
Detroit, Michigan Processing Plant
Eagan, Minnesota Processing Plant
Etobicoke, Ontario (Canada) Processing Plant
Eugene, Oregon Branch*
Evansville, Indiana Processing Plant*
Evansville, Indiana Branch*
Exton, Pennsylvania Processing Plant
Flint, Michigan Branch*
Flint, Michigan Branch
Fort Meyers, Florida Branch*
Fort Smith, Arkansas Processing Plant*
Fort Smith, Arkansas Manufacturing Facility
Fort Wayne, Indiana Processing Plant
Fort Wayne, Indiana Branch
Forth Worth, Texas Processing Plant
Freeport, Illinois Branch*
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Gadsen, Alabama Branch*
Gaylord, Michigan Processing Plant
Glenwood, Iowa Processing Plant
Goshen, Indiana Processing Plant*
Grand Rapids, Michigan Processing Plant
Grand Rapids, Michigan First Aid Facility
Grand Rapids, Michigan Processing Plant*
Greeley, Colorado Processing Plant
Greenville, South Carolina Processing Plant
Greenville, South Carolina Processing Plant
Greenwood, Mississippi Branch*
Griffith, Indiana Branch*
Gulfport, Mississippi Branch*
Hammond, Louisiana Branch
Harligen, Texas Branch*
Harrisburg, Pennsylvania Branch*
Harrison, Arkansas Branch*
Hartford, Connecticut First Aid Facility
Hazard, Kentucky Manufacturing Facility*
Hazelton, Pennsylvania Branch*
Hoisington, Kansas Processing Plant*
Houston, Texas First Aid Facility*
Houston, Texas Processing Plant
Houston, Texas Processing Plant
Huntsville, Alabama Branch*
Irapuato, Mexico Manufacturing Facility
Indianapolis, Indiana Processing Plant
Indianapolis, Indiana Processing Plant
Indianapolis, Indiana Processing Plant
Indianapolis, Indiana Branch*
Jackson, Mississippi Branch*
Jacksonville, Florida Branch*
Jacksonville, Florida First Aid Facility
Joplin, Missouri Branch*
Kansas City, Kansas Processing Plant
Kansas City, Kansas First Aid Facility
Kansas City, Kansas First Aid Facility
Kansas City, Missouri Processing Plant
Kansas City, Missouri Direct Sales Office
Kelowna, British Columbia (Canada) Processing Plant
Knoxville, Tennessee Branch*
Knoxville, Tennessee First Aid Facility*
Kokomo, Indiana Processing Plant
La Cieba, Honduras Manufacturing Facility
Lafayette, Indiana Processing Plant
Lafayette, Louisiana Branch
Lake Charles, Louisiana Processing Plant
Lansing, Michigan Branch*
Laredo, Texas Branch*
Las Vegas, Nevada Processing Plant
Las Vegas, Nevada Processing Plant
Lexington, Kentucky Processing Plant
Lima, Ohio Branch*
Lindsay, Ontario (Canada) Processing Plant
Little Rock, Arkansas Processing Plant
London, Ontario (Canada) Branch*
Long Beach, California Processing Plant
Long Island, New York Processing Plant
Los Angeles, California Processing Plant
Louisville, Kentucky Processing Plant
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Louisville, Kentucky Processing Plant
Louisville, Kentucky First Aid Facility*
Lufkin, Texas Branch
Madison, Wisconsin Processing Plant
Memphis, Tennessee Processing Plant*
Meridian, Mississippi First Aid Facility
Mexico City, Mexico Manufacturing Facility*
Miami, Florida Processing Plant
Midland, Michigan Processing Plant
Milwaukee, Wisconsin Branch*
Milwaukee, Wisconsin First Aid Facility*
Minneapolis, Minnesota First Aid Facility*
Minneapolis, Minnesota Processing Plant*
Minneapolis, Minnesota Processing Plant
Mississauga, Ontario (Canada) Processing Plant
Mobile, Alabama Branch*
Montgomery, Alabama Distribution Center*
Montgomery, Alabama Branch*
Mt. Vernon, Kentucky Manufacturing Facility*
Munice, Indiana Processing Plant
N. Hollywood, California Branch
Napanee, Ontario (Canada) Processing Plant
Nashville, Tennessee Processing Plant
Natchez, Mississippi Branch*
New Orleans, Louisiana Processing Plant
Newark, New Jersey Processing Plant*
Newburgh, New York Processing Plant
Oakland, California Processing Plant*
Oklahoma City, Oklahoma Processing Plant
Ontario, California Processing Plant
Ontario, California Branch, Distribution Center
Orange, California Branch*
Orange, California First Aid Facility
Orlando, Florida Processing Plant
Owingsville, Kentucky Manufacturing Facility
Pensacola, Florida Branch*
Philadelphia, Pennsylvania Processing Plant
Philadelphia, Pennsylvania First Aid Facility
Phoenix, Arizona Processing Plant
Phoenix, Arizona First Aid Facility*
Piscataway, New Jersey Processing Plant
Pittsburgh, Pennsylvania Processing Plant
Port Huron, Michigan Branch*
Portal, Georgia Manufacturing Facility
Portland, Maine Branch
Portland, Oregon Processing Plant
Portland, Oregon First Aid Facility*
Queens, New York Branch*
Raleigh-Durham, North Carolina Branch*
Rancho Santa Margarita, California Direct Sales Office
Reno, Nevada Distribution Center*
Richmond, Indiana Processing Plant*
Richmond, Virginia Processing Plant
Rochester, New York Branch*
Rockford, Illinois Branch*
Sacramento, California Processing Plant
Sacramento, California First Aid Facility
Salt Lake City, Utah Processing Plant*
San Antonio, Texas Processing Plant
San Buenaventura, Mexico Manufacturing Facility
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San Diego, California Processing Plant
San Diego, California Processing Plant
San Fernando, California Branch*
San Francisco, California Branch*
San Jose, California Processing Plant
San Jose, California Processing Plant
San Jose, Costa Rica Manufacturing Facility
San Leandro, California First Aid Facility*
Sandusky, Ohio Branch*
Savannah, Georgia Branch*
Scranton, Pennsylvania First Aid Facility*
Scranton, Pennsylvania Distribution Center
Seattle, Washington Processing Plant
Shreveport, Louisiana Processing Plant
South Bend, Indiana Processing Plant
Springdale, Arkansas Processing Plant
Springfield, Missouri Processing Plant
Springfield, Ohio Branch*
St. Louis, Missouri First Aid Facility*
St. Louis, Missouri Processing Plant*
St. Louis, Missouri Processing Plant
Stevenson, Alabama Distribution Center
Stratham, New Hampshire First Aid Facility
Sunrise, Florida First Aid Facility
Tacoma, Washington Branch*
Tampa, Florida Processing Plant
Taunton, Massachusetts Branch*
Tempe, Arizona Processing Plant
Terrre Haute, Indiana Processing Plant
Thibodaux, Louisiana Processing Plant
Toledo, Ohio Branch*
Toledo, Ohio Branch*
Toronto, Ontario (Canada) Processing Plant
Toronto, Ontario (Canada) Distribution Center
Traverse City, Michigan Branch*
Tulsa, Oklahoma Processing Plant
Tuscaloosa, Alabama Processing Plant
Tyler, Texas Branch*
Union City, California Processing Plant*
Victoria, Texas Processing Plant
Victoria, Texas First Aid Facility
Vidalia, Georgia Processing Plant
Villa Park, Illinois Branch
Virginia Beach, Virginia Branch*
Warsaw, Indiana Branch*
Washington, D.C. Processing Plant
West Chester, New York Branch*
West Palm Beach, Florida Processing Plant
West Valley City, Utah First Aid Facility*
Westland, Michigan Processing Plant
Whittier, California Processing Plant
Wichita, Kansas Branch*
Willmar, Minnesota Branch*
Winston-Salem, North Carolina Processing Plant
Youngstown, Ohio Branch*
*Leased for various terms ranging from monthly to 2009. The Company expects that
it will be able to renew its leases on satisfactory terms. All other properties
are owned.
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ITEM 3.
LEGAL PROCEEDINGS
-----------------
In December 1992, the Company was served with an "Imminent and Substantial
Endangerment and Remedial Action Order" (the "Order") by the California
Department of Toxic Substances Control relating to the facility leased by the
Company in San Leandro, California. The Order requires Cintas and three other
allegedly responsible parties to respond to alleged soil and groundwater
contamination at and around the San Leandro facility. It is not possible at this
time to estimate the loss or range of loss associated with the claim. Based on
information that has been made available to the Company, however, it is not
believed that the matter will have a material adverse effect on the Company's
financial condition or results of its operations.
In acquiring Unitog in March 1999, the Company became a potentially responsible
party, and thus faces the possibility of joint and several liability under the
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) in
connection with alleged environmental contamination in an area near a rental
facility in Tempe, Arizona. This facility, located near the South Indian Bend
Wash Federal Superfund (SIBW) site, has been tested for soil and groundwater
contamination. The soil testing at the Company's facility detected volatile
organic compounds, and the Company immediately took action to remediate such
contamination. The United States Environmental Protection Agency (EPA) in March
1999 issued a Record of Decision to the effect that groundwater contamination in
the vicinity of the Company's plant does not warrant remediation at this time.
Instead, the low levels of groundwater contamination near the Company's facility
will be monitored and allowed to attenuate naturally. The Record of Decision
requires active groundwater remediation in other parts of the SIBW site, which
are believed to be unrelated to the Company. According to the Record of
Decision, the EPA estimates that the 30 year net present value of costs to be
incurred to remediate and monitor groundwater contamination at the SIBW site is
$22 million. It is possible that the EPA will attempt to recover from the
potentially responsible parties the costs it has incurred to date with respect
to the SIBW site as well as the costs it expects to incur going forward.
As part of the Agreement and Plan of Merger between Unitog Company and the
Company, the Company performed environmental testing at nine previously untested
Unitog laundry facilities. The testing resulted in the discovery of soil and
groundwater contamination at certain of these sites.
As a result of all of the environmental matters noted above, the Company
recorded a charge to operating expense of $5 million during the third quarter of
fiscal 1999 to reflect its current estimate of the additional costs to be
incurred relative to these sites. At May 31, 1999, the Company has an
undiscounted liability of $5.6 million for environmental matters.
The Company is also a party to incidental litigation brought in the ordinary
course of business, none of which individually or in the aggregate, is
considered to be material to its operations or financial condition. Cintas
maintains insurance coverage against certain liabilities that it may incur in
its operations from time to time.
ITEM 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
None in the fourth quarter of fiscal 1999.
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PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
-------------------------------
"Market for Registrant's Common Stock and Security Holder Information" on page
45 of the Registrant's Annual Report to Shareholders for 1999 is incorporated
herein by reference. Dividend information is incorporated by reference to the
Consolidated Statements of Shareholders' Equity on page 25. Dividends on the
outstanding Common Stock are paid annually and amounted to $.22 and $.18 per
share in fiscal 1999 and 1998, respectively.
During the quarterly period ended May 31, 1999, the Registrant issued 124,876
shares of Common Stock for companies being acquired in 6 separate transactions
to the 11 owners of those companies. These issuances were exempt from the
registration requirements of the Securities Act of 1933 as private offerings
pursuant to Section 4(2) of the Act.
ITEM 6.
SELECTED FINANCIAL DATA
-----------------------
The "Eleven Year Financial Summary" on page 22 of the Registrant's Annual Report
to Shareholders for 1999 is incorporated herein by reference.
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" commencing on page 41 of the Registrant's Annual Report to
Shareholders for 1999 is incorporated herein by reference.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
-----------------
"Quantitative and Qualitative Disclosure About Market Risk" on page 43 of the
Registrant's Annual Report to Shareholders for 1999 is incorporated herein by
reference.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The following Financial Statements of the Registrant shown on pages 23 through
40 of its Annual Report to Shareholders for 1999 are incorporated herein by
reference:
Consolidated Statements of Income for the years ended May 31, 1999, 1998 and
1997
Consolidated Balance Sheets as of May 31, 1999 and 1998
Consolidated Statements of Shareholders' Equity for the years ended May 31,
1999, 1998 and 1997
Consolidated Statements of Cash Flows for the years ended May 31, 1999, 1998 and
1997
Notes to Consolidated Financial Statements
Report of Independent Auditors
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
--------------------------------------
None.
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PART III
Items 10., 11., 12., and 13. of Part III are incorporated by reference to the
Registrant's Proxy Statement for its 1999 Annual Shareholders' Meeting to be
filed with the Commission pursuant to Regulation 14A.
PART IV
ITEM 14
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K
--------------------------------------------------------------
(a) (1) Financial Statements. All financial statements required to be filed by
Item 8 of this Form and included in this report are listed in Item 8. No
additional financial statements are filed because the requirements for paragraph
(d) under Item 14 are not applicable to the Company.
(a) (2) Financial Statement Schedule:
For each of the three years in the period ended May 31, 1999.
Schedule II: Valuation and Qualifying Accounts and Reserves.
All other schedules are omitted because they are not applicable, or not
required, or because the required information is included in the Consolidated
Financial Statements or Notes thereto.
(a) (3) Exhibits.
Exhibit
Number Description of Exhibit Status Filing
------ ----------------------------- ------
3.1 Restated Articles of Incorporation (1)
3.2 By-laws (1)
Management Compensatory Contracts (Exhibits 10.1-10.12)
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)
10.6 Agreement and Plan of Merger and Reorganization dated (7)
January 12, 1998 by and among Uniforms To You and Company,
Cintas Merger Sub, Inc. - Illinois, other acquired
companies, certain shareholders and Cintas Corporation
10.7 Agreement and Plan of Merger dated January 9,1999 by and (8)
among Unitog Company, Cintas Image Acquisition Company
and Cintas Corporation
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10.8 Amendment No. 1 to Agreement and Plan of Merger dated (9)
March 23, 1999 by and among Unitog Company, Cintas Image
Acquisition Company and Cintas Corporation
10.9 Unitog Company 1992 Stock Option Plan (10)
10.10 Amendment No. 1 to Unitog Company 1992 Stock Option Plan (11)
10.11 Unitog Company 1997 Stock Option Plan (12)
10.12 Amendments to the Articles of Incorporation of Cintas
Corporation (13)
13 1999 Annual Report to Shareholders (a) filed herewith
21 Subsidiaries of the Registrant filed herewith
23 Consent of Independent Auditors filed herewith
27 Financial Data Schedule - Twelve Months Ended filed herewith
May 1999
(a) Only portions of the 1999 Annual Report to Shareholders specifically
incorporated by reference are filed herewith. A supplemental paper copy of
this report will be provided to the SEC for informational purposes.
(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.
(7) Incorporated by reference to the Company's Form 8-K dated April 8, 1998.
(8) Incorporated by reference to the Unitog Company's Form 8-K dated January 9,
1999.
(9) Incorporated by reference to the Company's Form 8-K dated March 24, 1999.
(10) Incorporated by reference to the Unitog Company's Form 10-K for the fiscal
year ended January 26, 1992.
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(11) Incorporated by reference to the Unitog Company's Form 10-K for the fiscal
year ended January 30, 1994.
(12) Incorporated by reference to the Unitog Company's 1997 Proxy Statement.
(13) Incorporated by reference to the Company's 1994 Proxy Statement.
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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: August 26, 1999 /s/ Robert J. Kohlhepp
By: Robert J. Kohlhepp ------------------
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/s/ Richard T. Farmer Chairman of the Board
------------------- of Directors August 26, 1999
Richard T. Farmer
/s/ Robert J. Kohlhepp Chief Executive
------------------- Officer and Director August 26, 1999
Robert J. Kohlhepp
/s/ Scott D. Farmer President, Chief Operating
------------------- Officer and Director August 26, 1999
Scott D. Farmer
/s/ James J. Gardner Director August 26, 1999
-------------------
James J. Gardner
/s/ Donald P. Klekamp Director August 26, 1999
-------------------
Donald P. Klekamp
/s/ William C. Gale Vice President and Chief
------------------- Financial Officer (Principal
William C. Gale Financial and Accounting
Officer) August 26, 1999
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CINTAS CORPORATION
Schedule II - Valuation and Qualifying Accounts and Reserves
(In Thousands)
ADDITIONS
-------------------------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END OF
DESCRIPTION YEAR EXPENSES ACCOUNTS DEDUCTIONS OF YEAR
----------- --------------------------------------------------------------------
May 31, 1997:
Allowance for Doubtful Accounts $ 4,550 $ 4,272 $ 530 $ 2,607 $ 6,745
======= ======= ======= ======= =======
Reserve for Obsolete Inventory $17,541 $ 4,813 $ 13 $ 3,629 $18,738
======= ======= ======= ======= =======
May 31, 1998
Allowance for Doubtful Accounts $ 6,745 $ 3,206 $ 960 $ 2,933 $ 7,978
======= ======= ======= ======= =======
Reserve for Obsolete Inventory $18,738 $ 6,899 $ 1,033 $ 3,348 $23,322
======= ======= ======= ======= =======
May 31, 1999
Allowance for Doubtful Accounts $ 7,978 $ 3,576 $ 1,447 $ 4,247 $ 8,754
======= ======= ======= ======= =======
Reserve for Obsolete Inventory $23,322 $13,104 $ 1,930 $ 6,503 $31,853
======= ======= ======= ======= =======
(A) Uncollectible Accounts Charged-off, Net of Recoveries.
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