<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
--------------------
Advance Circuits, Inc.
(Name of Subject Company)
ACI Acquisition Corporation
(Bidder)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
007383 10 2
(CUSIP Number of Class of Securities)
--------------------
D. McL. Miller
Johnson Matthey Inc.
460 East Swedesford Road
Wayne, Pennsylvania 19087-1880
(610) 971-3000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
--------------------
Copy to:
James G. Archer
Sidley & Austin
875 Third Avenue
New York, New York 10022
(212) 906-2000
========================================
<PAGE>
ACI Acquisitions Corporation (the "Purchaser"), Johnson Matthey Inc.
and Johnson Matthey Public Limited Company ("Parent") hereby amend and
supplement their combined Tender Offer Statement on Schedule 14D-1, originally
filed on August 21, 1995, with respect to the Purchaser's offer to purchase all
outstanding shares of Common Stock, par value $.10 per share, of Advance
Circuits, Inc., a Minnesota corporation, as set forth in this Amendment No. 1.
ITEM 10. ADDITIONAL INFORMATION
The response to Item 10(b) and (c) is hereby amended by the addition
of the following paragraph:
The information contained in the press release issued by Parent on
September 6, 1995, a copy of which is attached hereto as Exhibit (a)
(10), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a) (10) Text of press release issued on September 6, 1995.
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 6, 1995
ACI ACQUISITION CORPORATION
By: /s/ D. McL. Miller
-----------------------
Name: D. McL. Miller
Title: Secretary
JOHNSON MATTHEY INC.
By: /s/ D. McL. Miller
-----------------------
Name: D. McL. Miller
Title: Vice President and
General Counsel
JOHNSON MATTHEY PUBLIC LIMITED
COMPANY
By: /s/ D. McL. Miller
-----------------------
Authorized Representative
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------- -------
(a)(10) Text of Press Release
issued on September 6, 1995
<PAGE>
EXHIBIT (a)(10)
PRESS RELEASE
NEW YORK, NEW YORK -- September 6, 1995...Johnson Matthey Public Limited
Company announced today the termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act applicable to the cash tender offer
by its indirect wholly owned subsidiary ACI Acquisition Corporation for all
outstanding shares of common stock, par value $.10 per share, of Advance
Circuits, Inc.
Under the terms of the tender offer, the tender offer and withdrawal
rights will expire at 12:00 midnight, New York City time, on Monday, September
18, 1995, unless extended.
Johnson Matthey stated that, subject to the satisfaction of the
conditions to the tender offer, on September 19, 1995, it expects to accept for
payment all shares of common stock of Advance Circuits validly tendered and not
withdrawn and that payment for such shares will commence shortly thereafter.
