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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. 2*)
_______________________
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
/*/Constituting the final amendment to Schedule 14D-1
================================================================================
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ACI Acquisition 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 (the "Statement"), originally
filed on August 21, 1995, as amended by Amendment No. 1, 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. 2 which constitutes the final amendment. Capitalized
terms not defined herein have the meanings assigned thereto in the Statement.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6(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 19, 1995, a copy of which is attached hereto as Exhibit
(a)(11), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibit:
(a)(11) Text of press release issued on September 19, 1995.
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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 19, 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
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
(a)(11) Text of Press Release
issued on September 19, 1995
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EXHIBIT 99.(a)(11)
PRESS RELEASE
Johnson Matthey Announces Completion of Advance Circuits Tender Offer
New York, New York, September 19, 1995 . . . . Johnson Matthey Public
Limited Company announced today that the offer by its indirect, wholly owned
subsidiary, ACI Acquisition Corporation, to purchase for cash all outstanding
shares of common stock, par value $.10 per share, of Advance Circuits, Inc.,
expired at 12:00 midnight, New York City time, on Monday, September 18, 1995.
Johnson Matthey has been advised by Chemical Mellon Shareholder
Services, the Depositary, that approximately 6,985,501 shares of common
stock (including shares tendered pursuant to the procedure for guaranteed
delivery) were tendered pursuant to the offer prior to its expiration. Such
tendered shares constitute approximately 92.4% of the outstanding shares.
In accordance with the terms of the offer, all shares validly tendered
(and not properly withdrawn) prior to the expiration of the offer have been
accepted for payment and will be paid for as soon as practicable.
Johnson Matthey intends to consummate the planned merger of ACI
Acquisition Corporation into Advance Circuits as soon as practicable, upon the
completion of which Advance Circuits will become an indirect wholly owned
subsidiary of Johnson Matthey.
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