sdfarmer13da2.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 2)
Cintas Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
172908 10 5
(CUSIP Number)
F. Mark Reuter, Esq.
Keating Muething & Klekamp PLL
One East Fourth Street, 14th Floor
Cincinnati, Ohio 45202
(513) 579-6469
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Sec.240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| |
|
CUSIP No. 172908 10 5
|
|
Page 2 of 5 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Scott D. Farmer
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) o
(b) x
|
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
18,926,192 – see item 5
|
|
8
|
SHARED VOTING POWER
0
|
|
9
|
SOLE DISPOSITIVE POWER
18,926,192 - see item 5
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,926,192 – see item 5
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
CUSIP No. 172908 10 5
|
|
Page 3 of 5 Pages
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Summer Hill Partners, LLLP – 27-0228576
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS*
Not Applicable
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) o
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
17,386,387 – see item 5
|
|
|
8
|
SHARED VOTING POWER
0
|
|
|
9
|
SOLE DISPOSITIVE POWER
17,386,387 - see item 5
|
|
|
10
|
SHARED DISPOSITIVE POWER
0
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,386,387 – see item 5
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1%
|
|
|
14
|
TYPE OF REPORTING PERSON*
IN
|
|
This Amendment No. 2 (this “Amendment”) amends and supplements the Statement on Schedule 13D (filed on or about June 11, 2009, as amended by Amendment No. 1 filed on or about May 4, 2011, the “Schedule 13D”) relating to the shares of the common stock, no par value per share (the “Common Stock”) of Cintas Corporation, a Washington corporation whose principal executive offices are located at 6800 Cintas Boulevard, Cincinnati, Ohio 45262-5737 (the “Issuer”), previously filed by Scott D. Farmer and Summer Hill Partners, LLLP who are hereinafter collectively referred to as the “Reporting Persons.”
Unless otherwise indicated, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D, and unless amended or supplemented hereby, all information previously filed remains in effect.
Item 5. Interest in Securities of Issuer.
Item 5 is hereby amended as follows:
(a) See Items 11 and 13 on page 2 of this Schedule 13D.
(b) See Items 7, 9 and 11 on pages 2 of this Schedule 13D.
(c) No transactions in Cintas Stock were effected during the past 60 days except that on December 21, 2012, Mr. Farmer exercised 65,750 stock options and delivered 47,179 shares of common stock in payment of a portion of the exercise price of such stock options.
The shares of Cintas Stock in 5(a) and 5(b) above include 696,202 shares held directly by Mr. Farmer and his spouse; 35,000 stock options held by Mr. Farmer which are exercisable within 60 days; 807,549 shares held indirectly by Mr. Farmer through a limited partnership and through trusts for the benefit of Mr. Farmer and members of his immediate family over which Mr. Farmer serves as trustee; 1,054 shares held in the Issuer’s employee stock ownership plan; and 17,386,387 shares held by Summer Hill Partners, LLLP. While Mr. Farmer may be deemed to have or share voting or dispositive power with respect to shares owned by Summer Hill Partners, LLLP, he disclaims beneficial ownership of such shares of Cintas Stock except to the extent of his pecuniary interest in such shares.
[Remainder of page intentionally left blank; signature page follows]
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, correct and complete.
Dated: February 8, 2013
| |
|
|
| |
|
|
|
|
|
/s/ Scott D. Farmer |
|
| |
Name: Scott D. Farmer |
|
| |
|
|
|
| |
|
|
|
| |
SUMMER HILL PARTNERS, LLLP
|
|
| |
|
|
|
|
|
By:
|
/s/ Scott D. Farmer |
|
| |
|
Scott D. Farmer, on behalf of the General Partner |
|
| |
|
|
|
| |
|
|
|