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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 3
and
SCHEDULE 13d
(Amendment No. 1)
CONTINENTAL CIRCUITS CORP.
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(NAME OF SUBJECT COMPANY)
HADCO ACQUISITION CORP. II
HADCO CORPORATION
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(BIDDERS)
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
989852-10-8
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(CUSIP NUMBER)
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ANDREW E. LIETZ
CHIEF EXECUTIVE OFFICER
HADCO CORPORATION
12A MANOR PARKWAY
SALEM, NEW HAMPSHIRE 03079
(603) 898-8000
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPIES TO:
STEPHEN A. HURWITZ, ESQ.
TESTA, HURWITZ & THIBEAULT, LLP
HIGH STREET TOWER
125 HIGH STREET
BOSTON, MA 02110
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CUSIP No. 989852-10-8 SCHEDULE 14D-1 AND 13D Page 2 of 5 Pages
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1. NAME OF REPORTING PERSONS
Hadco Acquisition Corp. II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,276,708
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
[ ]
N/A
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.1%
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10. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE> 3
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CUSIP No. 989852-10-8 SCHEDULE 14D-1 AND 13D Page 3 of 5 Pages
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
Hadco Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(e) or 2(f) [ ]
N/A
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,276,708
- --------------------------------------------------------------------------------
8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
[ ]
N/A
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
98.1%
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10. TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
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TENDER OFFER
This Amendment No. 3 amends and supplements the Schedule 14D-1 filed by
Hadco Corporation, a Massachusetts corporation ("Parent"), and Hadco
Acquisition Corp. II, a Delaware corporation and a wholly-owned subsidiary of
Parent ("Purchaser"), and is Amendment No. 1 to Schedule 13D relating to the
offer by Purchaser to purchase all outstanding shares of Common Stock, $.01 par
value per share (the "Shares"), of Continental Circuits Corp. (the "Company"),
a Delaware corporation, at $23.90 per Share, net to the seller in cash, 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 (which collectively constitute the "Offer"). All capitalized terms
contained herein and not otherwise defined shall have the meanings assigned to
them in the Offer to Purchase.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OF PROPOSALS OF THE
BIDDER
Item 5 is hereby amended by the addition of the following:
On March 20, 1998, the Parent, as sole stockholder of Purchaser,
approved the Merger of the Purchaser with and into the Company, with the
Company as the surviving corporation. Immediately after the acceptance
for payment of the Shares tendered in the Offer as described below, all
of the directors of the Company resigned.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is hereby amended by the addition of the following:
Following the expiration of the Offer at 12:00 midnight on
March 19, 1998, Purchaser accepted for payment all 7,276,708 Shares
(representing 98.1% of the outstanding Shares) that had been validly
tendered and not withdrawn in the Offer.
Item 11 is hereby amended as follows:
(a)(10) Text of Press Release issued by Parent on March 20, 1998.
-2-
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SIGNATURES
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.
Dated: March 20, 1998 HADCO ACQUISITION CORP. II
By: /s/ TIMOTHY P. LOSIK
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Name: Timothy P. Losik
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EXHIBIT INDEX
Exhibit No. Description Page No.
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(a)(10) Text of Press Release issued by Parent, dated
March 20, 1998.
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FOR IMMEDIATE RELEASE
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HADCO CORPORATION ANNOUNCES COMPLETION OF TENDER OFFER AND MERGER
SALEM, N.H. -- (BUSINESS WIRE) -- March 20, 1998 -- Hadco Corporation
(Nasdaq:HDCO) announced today that its wholly-owned subsidiary, Hadco
Acquisition Corp. II, had completed its tender offer for all outstanding shares
of Continental Circuits Corp. at $23.90 per share and had accepted for payment
all shares validly tendered and not withdrawn. The offer commenced on February
20, 1998 and expired at 12:00 midnight, New York City time, on March 19, 1998.
Based on a preliminary count, as of 12:00 midnight, New York City time, on March
19, 1998, approximately 7.2 million shares had been validly tendered and not
withdrawn (including approximately 90,000 shares tendered pursuant to guaranteed
delivery procedures).
Hadco also announced today that the merger of Hadco Acquisition Corp.
II into Continental had been consummated, with the surviving corporation being
renamed Hadco Phoenix, Inc. As a result of the merger, Hadco, Inc. is a
wholly-owned subsidiary of Hadco. Pursuant to the merger, holders of Continental
shares who did not tender their shares are entitled to receive $23.90 in cash
for each share of Continental common stock previously held by them.
Hadco also announced that former Continental stockholders who did not
tender their shares will be mailed instructions to follow in order to obtain the
payments they are entitled to receive as a result of the merger or to perfect
appraisal rights.
Hadco is the largest manufacturer of advanced electronic interconnect
products in North America. The Company offers a wide array of sophisticated
manufacturing, engineering and systems integration services to meet its
customers' electronic interconnect needs. The Company's principal products are
complex multilayer rigid printed circuits and backplane assemblies. Hadco
provides customers with a range of products and services that includes
development, design, quick-turn prototype, pre-production, volume products, and
backplane assembly. Hadco's customers are a diverse group of original equipment
manufacturers and contract manufacturers in the computing (mainly workstations,
servers, mainframes, storage and notebooks), data
communications/telecommunications and industrial automation industries,
including process controls, automotive, medical and instrumentation. The Company
operates ten facilities, with nine facilities in the United States and one
facility in Malaysia.
Hadco Corporation's press releases are available through Company News
On-Call by fax 800-758-5804, PIN# 390325, or on the Internet at
http://www.hadco.com:8080/
For information contact:
Timothy P. Losik
(603) 898-2461
