<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION\
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
CONTINENTAL CIRCUITS CORP.
------------------------------
(NAME OF ISSUER)
COMMON STOCK
-------------------------------
(TITLE OF CLASS OF SECURITIES)
211213 10 3
-------------------------------
(CUSIP NUMBER)
MICHAEL O. FLATT
1242 NORTH NORWALK, MESA, ARIZONA 85205; (602) 832-7106
---------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTES AND COMMUNICATIONS)
DECEMBER 26, 1996
--------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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).
(Continued on following page(s))
Page 1 of 5 Pages
<PAGE> 2
13D
CUSIP NO. 211213 10 3 Page 2 of 5 Pages
================================================================================
NAME OF REPORTING PERSON
1 S.S. OR I.R.S IDENTIFICATION NO. OR ABOVE PERSON
FLATT FAMILY TRUST (Michael O. Flatt and Joanie L. Flatt,
Trustees)
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
2 (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS *
4
OO (Gift)
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
5 |_|
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
6
Arizona
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
Number of 469,216
Shares
------------------------------------------------------
Beneficially SHARED VOTING POWER
Owned by 8
Each
Reporting ------------------------------------------------------
SOLE DISPOSITIVE POWER
Person 9
With 469,216
-------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
469,216
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES *
12 [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.5%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO (Trust)
================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to Common Stock, par value $.01 per
share (the "Common Stock"), of Continental Circuits Corp. (the "Issuer"). The
principal executive offices of the Issuer are located at 3502 East Roeser Road,
Phoenix, Arizona 85040.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by:
(a) The Flatt Family Trust (the "Trust") (Michael O. Flatt and Joanie L.
Flatt, Trustees), a trust holding certain family assets and
organized in Arizona.
(b) The address of the Trust and the Trustees is: 1242 North Norwalk,
Mesa, Arizona 85205.
(c) Mr. Flatt is the President of Michael O. Flatt, Ltd., 623 West
Southern Avenue, Suite 3, Mesa, Arizona 85210, a consulting firm
serving the circuit board industry. Ms. Flatt is President of Joanie
Flatt & Associates, Ltd., 623 West Southern Avenue, Suite 2, Mesa,
Arizona 85210, a public relations and advertising firm.
(d) To the best of the filing persons' knowledge, during the last five
years, none of the persons named in this Item 2 has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) To the best of the filing persons' knowledge, during the last five
years, none of the persons named in this Item 2 has been or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) The Trustees are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The transaction reported herein was made by gift from the
Trustees, who were beneficial owners of the shares of Common Stock reported
herein before the Issuer's initial public offering.
Page 3 of 5 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
All of the Issuer's shares held by the Trust and the Trustees
are held for investment purposes only. None of such persons has any present plan
or proposal that relates to or would result in any of the actions described in
clauses (a) through (j) of Item 4 of Schedule 13D, although such persons or any
of them may from time to time in the future acquire additional shares of common
stock or securities convertible into common stock. At present, each of such
persons contemplates that such additional shares, if any, would also be
purchased for investment purposes only.
Michael O. Flatt has been a member of the Issuer's Board of
Directors since 1975 and is Chairman of the Issuer's audit committee.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of Common Stock
beneficially owned by the Flatt Family Trust is 469,216 and 6.5%, respectively.
Michael O. Flatt is the beneficial owner of 541,608 shares of Common Stock or
7.5% (including the securities referred to in the previous sentence). Joanie L.
Flatt is the beneficial owner of 469,216 shares of Common Stock or 6.5% (the
securities referred to in the first sentence of this Item 5(a)).
(b) See Items 7 through 10 on the Cover Page of this Schedule
13D. The Trustees share the power to vote and direct the disposition of the
shares reported on the Cover Page of this Schedule 13D. Mr. Flatt also has sole
power to vote and direct the disposition of the additional shares of Common
Stock reported in Item 5(a) hereof, as 14,250 of said shares are held by him as
custodian for his minor child and 57,142 of said shares are held by such child's
trust.
(c) The Trust sold (a) 19,450 shares of Common Stock at $12.25
per share in a private transaction on December 26, 1996; (b) 30,000 shares of
Common Stock at $12.25 per share in a private transaction on December 24, 1996;
and (c) 8,000 shares of Common Stock at $12.125 per share in a private
transaction on December 2, 1996. These sales are reflected in the number of
shares reported as beneficially owned herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Page 4 of 5 Pages
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
THE FLATT FAMILY TRUST
By /s/ Michael O. Flatt
----------------------------
Michael O. Flatt
Trustee
and
By /s/ Joanie L. Flatt
----------------------------
Joanie L. Flatt
Trustee
Page 5 of 5 Pages
