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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CONTINENTAL CIRCUITS CORP.
(NAME OF SUBJECT COMPANY)
CONTINENTAL CIRCUITS CORP.
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
211213 10 3
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOSEPH G. ANDERSEN, SECRETARY
CONTINENTAL CIRCUITS CORP.
3502 EAST ROESER ROAD
PHOENIX, AZ 85040
(602) 268-3461
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF PERSON(S) FILING STATEMENT)
COPY TO:
P. ROBERT MOYA
ONE CAMELBACK BUILDING, SUITE 400
ONE EAST CAMELBACK ROAD
PHOENIX, ARIZONA 85012-1649
(602) 230-5500
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This Amendment No. 1 amends and supplements the Schedule 14D-9 filed by
Continental Circuits Corp., a Delaware corporation (the "Company"), relating to
the tender offer by Hadco Acquisition Corp. II, a Delaware corporation
("Purchaser"), which is a direct wholly owned subsidiary of Hadco Corporation, a
Massachusetts corporation ("Parent"), to purchase all outstanding Shares at a
price of $23.90 per Share, net to the seller in cash (the "Offer
Consideration"), on the terms and subject to the conditions set forth in the
Offer to Purchase, dated February 20, 1998 (the "Offer to Purchase"), and in the
related Letter of Transmittal. All capitalized terms contained herein and not
otherwise defined shall have the meanings assigned to them in the Offer to
Purchase.
Item 4. The Solicitation or Recommendation.
Item 4 is hereby amended by inserting the following paragraph in place
of the current fifth paragraph:
On December 19, 1997, the Company received a written offer from a
corporation that manufactures products similar to those manufactured by the
Company (the "Proposer"). The Proposer proposed that the two corporations enter
into a business combination structured as a pooling of interests, in which the
Company would be the surviving corporation. The proposal contemplated that the
exchange rate for the shares would be based on the public market prices of the
two corporations at the time of the offer. At that time, the price of the
Company's outstanding common stock was $15.50 per share. Mr. McNamee and Mr.
Andersen met with representatives of the Proposer and its financial advisor to
discuss the offer and exchange information. If the proposed transaction had been
consummated, a single individual, who controlled the Proposer, would have owned
approximately 30% of the combined corporations. The Proposer also informed
Messrs. McNamee and Andersen of its plans for the future management of the
Company following the transaction. After discussions involving Messrs. McNamee
and Andersen and certain of the Company's directors, the Company rejected the
offer. The rejection was based on the proposed price and terms, the operational
differences between the two companies, the differences in technological
capabilities and business strategies and the Proposer's expectations concerning
the management of the combined companies.
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SIGNATURE
After reasonable 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.
CONTINENTAL CIRCUITS CORP.
Date: March 13, 1998 By: /s/ Frederick G. McNamee, III
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Frederick G. McNamee, III
President and Chief Executive Officer
