SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

ADVANCE CIRCUITS, INC.
(NAME OF SUBJECT COMPANY)

ADVANCE CIRCUITS, INC.
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, $.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

007383 10 2
(CUSIP NUMBER OF CLASS OF COMMON STOCK)

ROBERT W. HELLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ADVANCE CIRCUITS, INC.
5929 BAKER ROAD, SUITE 470
MINNETONKA, MINNESOTA 55345
(612) 988-8700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICE AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)

COPIES TO:

TIMOTHY M. HEANEY
FREDRIKSON & BYRON, P.A.
900 SECOND AVENUE, SUITE 1100
MINNEAPOLIS, MN 55402
(612) 347-7019

ITEM 1. SECURITY AND SUBJECT COMPANY

This Statement relates to the Common Stock, $.10 par value per share (the
"Shares"), of Advance Circuits, Inc., a Minnesota corporation and the subject
company (the "Company"). The address of the Company's principal executive
offices is 5929 Baker Road, Suite 470, Minnetonka, Minnesota 55345.

ITEM 2. TENDER OFFER OF THE BIDDER

This Statement relates to the tender offer described in a Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") dated August 21, 1995 filed
by Johnson Matthey Public Limited Company, an English public limited company
("Parent"), ACI Acquisition Corporation, a Minnesota corporation (the
"Purchaser") and an indirect wholly owned subsidiary of Parent (collectively
referred to as the "Bidder") and Johnson Matthey, Inc., a Pennsylvania
corporation ("JMI"), to purchase all outstanding Shares at $22.50 per share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated August 21, 1995 (the
"Offer to Purchase"), and the related Letter of Transmittal (which
collectively constitute the "Offer"), copies of which are filed as Exhibits
(a)(1) and (a)(2) to the Schedule 14D-1. According to the Offer to Purchase,
the principal executive offices of the Purchaser are located at 460 East
Swedesford Road, Wayne, Pennsylvania 19087-1880 and the principal executive
offices of Parent are located at 2-4 Cockspur Street, Trafalgar Square,
London, SW1Y 5BQ.

ITEM 3. IDENTITY AND BACKGROUND

(a) The name and address of the Company, which is the person filing this
Statement, is as set forth in Item 1 above.

(b)(1) Arrangements between Management and the Company. Certain contracts,
agreements, arrangements and understandings between the Company and certain of
its directors and executive officers are described in Annex A hereto, and
incorporated herein by reference.

(2) Merger Agreement. The Company, the Purchaser and Parent have entered
into an Agreement and Plan of Merger dated as of August 14, 1995 (the "Merger
Agreement"), a copy of which is filed with this Statement as Exhibit (c)(1)
and incorporated herein by reference. The following is a summary of certain
provisions of the Merger Agreement. Such summary is qualified in its entirety
by reference to the Merger Agreement.

The Offer. The Merger Agreement provides for the making of the Offer by the
Purchaser as described in Item 2 above. The obligation of the Purchaser to
accept for payment, purchase and pay for Shares tendered pursuant to the Offer
is subject to, among other things, there being validly tendered and not
withdrawn prior to the expiration date of the Offer a number of Shares
representing in the aggregate at least fifty-one (51%) percent of the total
outstanding Shares on a fully diluted basis, and certain conditions set forth
in the Offer to Purchase. The Purchaser has agreed that, without the written
consent of the Company, no change in the Offer may be made which reduces the
number of Shares subject to the Offer, decreases the price per Share payable
in the Offer, or modifies or adds to conditions to the Offer. If such
conditions are not satisfied, Purchaser has various options including the
right to terminate the Offer and return all tendered Shares.

The Merger. The Merger Agreement also provides that, at the effective time
of the Merger, the Purchaser will be merged with and into the Company, and
each then outstanding Share (other than Shares owned by the Company, any
subsidiary of the Company, Parent, the Purchaser or any other subsidiary of
Parent or that are subject to dissenters' rights) will be converted into the
right to receive $22.50 per Share in cash, without interest.

Pursuant to the Merger Agreement, the Company has agreed that, among other
things, during the period from the date of the Merger Agreement until the
effective time of the Merger, except as expressly contemplated by the Merger
Agreement or to the extent that the Purchaser shall otherwise agree in
writing, it will and will cause each of its subsidiaries to: (i) conduct its
operations only in the ordinary and usual course of business consistent with
past practice; (ii) not amend its Articles of Incorporation or By-laws; (iii)
not issue, reissue, sell

or pledge, or authorize or propose the issuance, reissuance, sale or pledge of
any of its capital stock of any class, or securities convertible or
exchangeable into capital stock of any class or any rights, warrants or
options to acquire any convertible or exchangeable securities or capital stock
(other than the issuance of Shares upon the exercise of warrants and employee
stock options outstanding on the date of the Merger Agreement); (iv) not
declare, set aside or pay any dividend or other distribution (whether in cash,
securities or property or any combination thereof) in respect of any class or
series of its capital stock or otherwise make any payments to its shareholders
in their capacity as such (except for dividends from wholly owned subsidiaries
of the Company to the Company or to other wholly owned subsidiaries of the
Company); (v) not adjust, split, combine, subdivide, reclassify or redeem,
purchase or otherwise acquire, or propose to redeem or purchase or otherwise
acquire, any shares of its capital stock; (vi) not incur or assume any long-
term debt or any short-term debt or assume, guarantee, endorse or otherwise
become liable or responsible (whether directly, contingently or otherwise) for
the obligation of any person, except in the ordinary course of business
consistent with past practice and in an aggregate amount not to exceed
$500,000; (vii) not make any loans, advances (excluding the sale of products
to customers in the ordinary course) or capital contributions to, or
investments in, any person except in the ordinary course of business
consistent with past practice and in an aggregate amount not to exceed
$500,000 for any single borrower; (viii) not settle or compromise any suit,
proceeding or claim or threatened suit, proceeding or claim; (ix) except for
increases in salary, wages and benefits of employees of the Company or its
subsidiaries (other than executive officers of the Company) in accordance with
past practice, not increase the compensation or fringe benefits payable or to
become payable to its directors, officers or employees or pay any benefit not
required by any existing plan or arrangement or grant any severance or
termination pay to (except pursuant to existing agreements or policies), or
enter into any employment or severance agreement with, any director, officer
or employee of the Company or any of its subsidiaries or establish, adopt,
enter into, terminate or amend any collective bargaining or employee benefit
plan, agreement, trust, fund, policy or arrangement for the benefit or welfare
of any directors, officers or current or former employees, except to the
extent such termination or amendment is required by applicable law; (x) not
acquire or agree to acquire by merging or consolidating with, or by purchasing
a substantial portion of the assets of, or by any other manner, any business
or any corporation, partnership, association or other business organization or
division thereof or otherwise acquire or agree to acquire any assets, other
than transactions that are in the ordinary course of business and not material
to the Company or any of its subsidiaries; (xi) not sell, lease, mortgage or
otherwise encumber or dispose of or agree to sell, lease, mortgage or
otherwise encumber or dispose of, any of its assets, other than transactions
that are in the ordinary course of business and not material to the Company or
any of its subsidiaries; (xii) not modify, amend or terminate any contract or
prepay any indebtedness of the Company or forgive any indebtedness owed to the
Company, other than in the ordinary course of business consistent with past
practice and which is not material to the business of the Company and its
subsidiaries; and (xiii) not take any action that would or might result in any
of the representations of the Company set forth in the Merger Agreement
becoming untrue.

The Company also agreed not to solicit, initiate, or encourage the
submission of any takeover proposal (as defined below), enter into any
agreement with respect to any takeover proposal or participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, any takeover proposal; provided, however, that prior to
the acceptance for payment of Shares pursuant to the Offer, to the extent
required by the fiduciary obligations of the Board of Directors of the
Company, as determined in good faith by a majority of the disinterested
members thereof based on the written advice of outside counsel (a copy of
which written advice shall be promptly furnished to Parent), the Company may,
in response to unsolicited requests therefor, participate in discussions or
negotiations with, or furnish information pursuant to an appropriate
confidentiality agreement to, any person. "Takeover proposal" means any
proposal, other than a proposal by Parent or any of its affiliates, for a
merger, consolidation, share exchange, business combination or other similar
transaction involving the Company or any of its subsidiaries or any proposal
or offer (including, without limitation any proposal or offer to shareholders
of the Company), other than a proposal or offer by Parent or any of its
affiliates, to acquire in any manner, directly or indirectly, an equity
interest in the Company or any of its subsidiaries, any voting securities of
the Company or any of its subsidiaries or a substantial portion of the assets
of the Company or any of its subsidiaries. The Board of Directors of the
Company, to the extent required

by the fiduciary obligations thereof, as determined in good faith by a
majority of the disinterested members thereof based on the written advice of
outside counsel (a copy of which written advice shall be promptly furnished to
Parent), may approve or recommend (and, in connection therewith, withdraw or
modify its approval or recommendation of the Offer, the Merger Agreement or
the Merger) a superior proposal (as defined below). "Superior proposal" means
a bona fide proposal made by a third party to acquire the Company pursuant to
a tender or exchange offer, a merger, a statutory share exchange, a sale of
all or substantially all its assets or otherwise on terms which a majority of
the disinterested members of the Board of Directors of the Company determines
in its good faith reasonable judgment (based on the advice of independent
financial advisors) to be more favorable to the Company and its shareholders
than the Offer and Merger and for which financing, to the extent required, is
then fully committed or (based on the advice of independent financial
advisors) is likely to be obtained in a timely manner.

The Merger Agreement further provides that the Company will use its best
efforts to cause the holders of all outstanding warrants and employee stock
options to purchase Shares to agree, in writing, that such warrants and
options shall be surrendered and cancelled on the date of closing of the Offer
in exchange for cash payments by the Company to the holders of such warrants
or options in an amount not in excess of the difference between the price paid
for each Share pursuant to the Merger and the per Share exercise price of such
warrants or options, multiplied by the number of Shares subject to such
warrants or options.

Parent presently intends to provide, for a period of one year following the
effective time of the Merger, employees of the Company with employee benefits
that are in the aggregate not materially less favorable to such employees than
those presently provided under the Company's current benefit plans. Parent has
agreed to cause to be maintained for a period of not less than three years
from the effective time of the Merger the policies of the directors and
officers' liability and fiduciary insurance most recently maintained by the
Company; provided that there may be substituted therefor policies of at least
the same coverage containing terms and conditions no less advantageous to the
beneficiaries thereof so long as such substitution does not result in gaps or
lapses in coverage with respect to matters occurring prior to the effective
time to the extent available; and provided further that Parent has no
obligation to provide such policies to the extent that the cost of maintaining
such policies would be substantially higher than the current cost to the
Company. In addition, Parent has agreed, for six years after the Merger, to
cause the surviving corporation in the Merger to indemnify and hold harmless
all officers and directors of the Company to the same extent such persons are
currently indemnified by the Company pursuant to the Company's Articles of
Incorporation and By-laws for acts or omissions occurring at or prior to the
effective time of the Merger.

The Merger is subject to approval by the holders of a majority of the
outstanding Shares. The Purchaser intends to vote or to give written consent
with respect to all Shares acquired by it in the Offer or otherwise in favor
of the Merger. Accordingly, if the Purchaser purchases a majority of the
outstanding Shares pursuant to the Offer, the Purchaser will be able to effect
the Merger without the affirmative vote of any other holder of Shares.
Furthermore, if the Purchaser acquires at least 90% of the outstanding Shares
pursuant to the Offer, the Purchaser would, under Minnesota law, be able to
effect the Merger without any prior notice to, or vote by, the Company's
shareholders.

The Merger is also subject to the satisfaction of certain conditions,
including: (a) the acceptance for purchase and payment for Shares by the
Purchaser pursuant to the Offer; (b) the receipt of all authorizations,
consents, orders or approvals of, the filing of all declarations with, and the
expiration of all waiting periods imposed by, all courts, arbitral tribunals,
administrative agencies or commissions or other governmental or regulatory
authorities or agencies, domestic or foreign ("Governmental Entities"),
necessary for the consummation of the transactions contemplated by the Merger
Agreement; (c) the absence of any temporary restraining order, preliminary or
permanent injunction or other order of any court of competent jurisdiction or
other legal restraint or prohibition preventing the consummation of the
Merger; and (d) the absence of any pending or threatened action, suit or
proceeding (other than the DCIS Investigation) by any Governmental Entity
before any court or governmental or regulatory authority against the Company,
Parent or the Purchaser or any of their subsidiaries challenging the validity
or legality of the transactions contemplated by the Merger Agreement.

In addition, the obligations of Parent and the Purchaser to effect the Merger
are subject to certain additional conditions, including: (a) the performance
in all material respects by the Company of its agreement under the Merger
Agreement and the accuracy in all material respects of the representations and
warranties of the Company set forth in the Merger Agreement; (b) the receipt
of all required authorizations, consents or approvals, the failure to obtain
which would have a material adverse effect on Parent and its subsidiaries or
the Company; and (c) the absence of, after August 14, 1995, in the reasonable
judgment of Parent, any change or development or prospective change or
development in the DCIS Investigation or the circumstances surrounding the
DCIS Investigation that could reasonably be expected to have a material
adverse effect on the Company. The Merger Agreement states that, for greater
certainty, such a change or development is deemed to include, without
limitation, the following: (i) any proceeding commenced by any Governmental
Entity for the suspension or debarment of the Company or any of its
subsidiaries from doing business with the United States (or any agency or
instrumentality thereof); (ii) any withdrawal of any governmental approval of
the quality control or quality assurance systems of the Company or any of its
subsidiaries or any removal of the Company or any of its subsidiaries from any
governmental "qualified products list"; (iii) any notification of the Company
or any of its subsidiaries that any of them is a target or a subject of a
criminal investigation; (iv) any indictment of the Company or of any of its
subsidiaries or of any of their respective directors or officers; (v) the
discovery of substantial evidence that any member of the senior management of
the Company was involved personally in material misconduct or that there exist
defects in the products of the Company or of any of its subsidiaries, which
defects are in excess of historical levels and, in the aggregate (and after
consideration of remedies reasonably available to the United States in
connection therewith), are reasonably likely to have a material adverse effect
on the Company; or (vi) any civil action, suit or proceeding commenced by any
Governmental Entity seeking legal or equitable relief. The obligations of the
Company to effect the Merger are subject to the accuracy in all material
respects of the representations and warranties made by Parent and the
Purchaser in the Merger Agreement and the performance in all material respects
of the agreements made by Parent and the Purchaser in the Merger Agreement. As
used in the Merger Agreement, any reference to any event, change or effect
being "material" or having a "material adverse effect" on or with respect to
an entity means such event, change or effect which is or is reasonably likely
to be materially adverse to the business, properties, results of operations or
financial condition of such entity and its subsidiaries taken as a whole.

The Merger Agreement may be terminated at any time prior to the effective
time of the Merger, whether before or after approval by the shareholders of
the Company, as follows (a) by mutual consent of Parent, the Purchaser and the
Company; (b) by either Parent or the Company if: (i) any required approval of
the shareholders of the Company shall not have been obtained at any duly held
meeting of such shareholders; (ii) (x) as the result of the failure of any of
the conditions set forth in Section 14 of the Offer to Purchase, the Offer
shall have terminated or expired in accordance with its terms without the
Purchaser having purchased any Shares pursuant to the Offer or (y) subject to
certain exceptions, the Purchaser shall not have purchased any Shares pursuant
to the Offer within 90 days following the date of the Merger Agreement; (iii)
subject to certain exceptions, the Merger shall not have been consummated
before May 14, 1996; or (iv) any court of competent jurisdiction or any
governmental, administrative or regulatory authority, agency or body shall
have issued an order, decree or ruling or taken any other action permanently
enjoining, restraining or otherwise prohibiting the purchase of Shares
pursuant to the Offer or the Merger and such order, decree, ruling or other
action shall have become final and nonappealable; (c) by the Company if (i) to
the extent permitted, as described above, the Board of Directors of the
Company approves or recommends a superior proposal and (ii) the Company has
paid to Parent an amount in cash equal to the sum of the "Termination Fee"
plus all "Expenses", each as defined below; or (d) by Parent if Parent or the
Purchaser shall have received notice under (x) the Exon-Florio Amendment that
the Committee on Foreign Investment in the United States has determined to
investigate the Merger, any related transaction or Parent or the Purchaser or
(y) the HSR Act that the Federal Trade Commission or the Antitrust Division of
the Department of Justice has requested additional information concerning the
Offer, the Merger, any related transaction of Parent or the Purchaser,
extending the applicable waiting period under the HSR Act.

A "Termination Fee" will be payable by the Company to Parent upon
termination of the Merger Agreement in the following circumstances: (i) The
Board of Directors of the Company withdraws its recommendation of the

Offer or recommends another offer, in which case the Company will be obligated
to pay a fee of $2 million and reimburse Parent for its expenses (including
underwriting fees in connection with the Rights Offering) up to $3 million
("Expenses"), for a total of up to $5 million; (ii) the Company materially
breaches its covenants in the Merger Agreement, in which case the fee will be
$2 million plus Expenses for a total of up to $5 million; (iii) the Company
materially breaches its representations in the Merger Agreement, both at
signing and upon termination of the Merger Agreement, in which case the fee
will be $2 million plus Expenses for a total of up to $5 million; (iv) there
has been a material adverse change or development in the DCIS Investigation
and senior management of the Company was personally involved in material
misconduct, in which case the fee will be $2 million plus Expenses, for a
total of $5 million; (v) the Company's representations in the Merger Agreement
were true at signing of the Merger Agreement, but become untrue in any
material respect thereafter, in which case the Company will be obligated to
reimburse Parent's Expenses up to $3 million; or (vi) there has been a
material adverse change or development in the DCIS Investigation and there are
discovered defects in the Company's products that are in excess of historical
levels and, in the aggregate (and after consideration of remedies reasonably
available to the United States in connection therewith) are reasonably likely
to have a material adverse effect on the Company, in which case Parent's
Expenses will be reimbursed up to $3 million.

In connection with the Merger Agreement, each of the following directors of
the Company has submitted his written resignation, conditioned on and
effective as of the payment for Shares purchased in the Offer: Thomas F.
Leahy; David C. Malmberg; Stephen G. Shank; and William J. Cadogan. The Board
of Directors of the Company has appointed as directors of the Company,
conditioned on and effective as of such payment, the following representatives
of Parent: Geoffrey Wild; Donald J. Miller; and Daniel McL. Miller.
Accordingly, upon such payment, a majority of the Board of Directors of the
Company will be comprised of representatives of Parent.

The Company's President and Chief Executive Officer, Robert W. Heller, has
indicated that he intends to remain employed by the Company for a period of at
least two years after the closing of the Offer. The Bidder, however, has not
offered or requested an employment agreement with Mr. Heller and has not
specified what his responsibilities will be.

No dissenters' right are available to holders of Shares in connection with
the Offer. However, if the Merger is consummated, holders of Shares which have
not been tendered in the Offer will have certain rights under Sections
302A.471 and 302A.473 of the Minnesota Business Corporation Act ("MBCA") to
dissent and demand payment in cash of the fair value of their Shares. Such
rights, if the statutory procedures are complied with, could lead to a
judicial determination of the fair value required to be paid in cash to such
dissenting holders for their Shares. In making any such judicial determination
of the fair value, the court may take into account all factors the court finds
relevant, computed by any method or combination of methods that the court, in
its discretion, sees fit to use. The value so determined could be less than,
equal to or greater than the Offer price or the Merger consideration.

The Merger will have to comply with any applicable federal law. In
particular, unless registration of the Shares under the Exchange Act is
terminated prior to such transaction, if the Purchaser acquires Shares
pursuant to the Offer and a business combination with the Company is
consummated more than one year after termination of the Offer or does not
provide for shareholders to receive cash for their Shares in an amount at
least equal to the price per Share paid pursuant to the Offer, the Purchaser
may be required to comply with Rule 13e-3 promulgated by the Commission under
the Exchange Act. If applicable, Rule 13e-3 would require, among other things,
that certain financial information concerning the Company and certain
information relating to the fairness of such business combination and the
consideration offered to minority shareholders be filed with the Commission
and distributed to minority shareholders prior to the consummation of any such
transaction.

If for any reason the Merger is not consummated, Parent and the Purchaser
will evaluate their other alternatives. Such alternatives could include
purchasing additional Shares in the open market, in privately negotiated
transactions, in another tender or exchange offer or otherwise, or taking no
further action to acquire additional Shares. Any additional purchases of
Shares could be at a price greater or less than the price to be paid for
Shares in the Offer and could be for cash or other consideration.
Alternatively, the Purchaser may sell or otherwise dispose of any or all
Shares acquired pursuant to the Offer or otherwise. Such transactions may be
effected on terms and at prices then determined by Parent or the Purchaser,
which may vary from the price paid for Shares in the Offer.

Except as described above, the Purchaser and Parent have no present plans or
proposals that would relate to or result in any extraordinary corporate
transaction prior to the effectiveness of the Merger such as a merger,
reorganization or liquidation involving the Company or any of its
subsidiaries, a sale or transfer of a material amount of assets of the Company
or any of its subsidiaries, any change in the Company's Board of Directors or
management, any material change in the Company's capitalization or dividend
policy or any other material change in the Company's corporate structure or
business.

Except as set forth in the preceding paragraphs of this Item 3 and as
described in Item 4 below, to the best knowledge of the Company, there are no
material contracts, agreements, arrangements or understanding, or any actual
or potential conflicts of interest, between the Company or its affiliates and
(i) the Company, its executive officers, directors or affiliates, or (ii) the
Bidder or its respective executive officers, directors, controlling person or
affiliates.

ITEM 4. THE SOLICITATION OR RECOMMENDATION

(a) On December 2, 1994, the Company acquired Acsist Associates, Inc.
("Acsist"), a custom manufacturer of multilayer printed circuit boards and
plastic packages for semi-conductors. Following the acquisition, the Company
considered various means of expanding the business in order to realize the
potential of Acsist and of its other divisions and subsidiary. The directors
of the Company, at their meeting on December 6, 1994, discussed alternative
strategies for obtaining the technological and other resources required for
such an expansion, including seeking a partner who would provide technological
expertise, marketing capability or capital. At their meeting on February 7,
1995, the directors continued their considerations and Parent was identified
as a possible partner. Officers of the Company contacted Parent and on
February 24, 1995 visited its subsidiary's facilities in Spokane, Washington.
During this period, discussions with Parent focused on the possibility of a
partnership between Parent and Acsist and on the exchange of information about
technological and marketing matters and the respective operating philosophies
of Parent and the Company.

Sporadic contacts with Parent continued through June 1995. Toward the end of
this period, Parent indicated its interest in discussing a possible
acquisition of the Company. In a telephone call at that time with a
representative of Parent, Robert W. Heller, the President and Chief Executive
Officer of the Company, acknowledged Parent's interest in acquiring the
Company but stated that he thought the Company's value might be greater than
any bid Parent might make. He suggested, as an alternative to an acquisition
of the entire Company, that Parent consider a substantial equity investment in
Acsist. In a telephone call several days later, Parent indicated that it
remained interested in all acquisition options. On June 29, 1995
representatives of Parent visited the Minnesota production facilities of the
Company and indicated that rather than any form of partnership or joint
development effort, Parent wished to discuss a possible acquisition of the
Company. As of June 28, 1995 the Company and Parent entered into an amendment
to the Confidentiality Agreement which had originally been executed between
Parent and Acsist on August 1, 1994 (i.e., prior to the acquisition of Acsist
by the Company) extending the confidentiality provisions and protections of
the Agreement to the Company. The directors of the Company had numerous
informal discussions during July 1995 concerning a possible transaction and
Parent proceeded to gather additional information about the Company. On July
28, 1995 the Company and Parent entered into a Common Interest/Joint Defense
Agreement which allowed Parent to conduct certain additional due diligence
inquiries into an investigation of the Company being conducted by the Defense
Criminal Investigation Service of the United States Department of Defense. See
Item 8 below.

On July 31, 1995 the Board of Directors of the Company met and directed the
officers of the Company to proceed with their evaluation of possible financial
advisers to the Company and retention of an investment banker to render an
opinion as to the fairness, from a financial point of view, to the
shareholders of the Company of any proposal for acquisition of the Company
which might be received. Parent continued its due diligence investigation and
the Board met on August 8 to review the status of discussions. The Board also
appointed a Special Committee of Disinterested Directors, consisting of David
C. Malmburg, Stephen G. Shank and William J. Cadogan (comprising all of the
Company's "disinterested" directors as defined by the MBCA) (the "Special
Committee") to be prepared to consider as required under the MBCA any offer
which might be received from

the Bidder. After several days of discussion with Alex Brown & Sons
Incorporated ("Alex Brown"), on August 11 the Company retained Alex Brown to
be prepared to give a fairness opinion if requested.

On August 12, 1995, representatives of the Bidder met in Minneapolis with
representatives of the Company to negotiate a merger agreement. On that day,
representatives of the Bidder indicated to Mr. Heller that the Bidder would be
prepared to acquire all Shares at a price of $21.50 per Share, subject, among
other things, to the Company's agreement to reimburse up to $4 million of the
Bidder's expenses in the event of termination of the Merger Agreement in
certain circumstances and to pay an additional $3.5 million fee to the Bidder
under certain of those circumstances (the "August 12 Proposal").

On August 13, the Board and the Special Committee met separately to review
in detail the August 12 Proposal, the reasons for considering the possible
sale of the Company, the process engaged, the status of negotiations and a
preliminary report of Alex Brown that included information regarding the
reported price and trading activity for the Common Stock of the Company,
certain financial and stock market information for the Company compared to
similar information for certain other companies whose securities are publicly
traded and the financial terms of certain recent business combinations which
were deemed comparable in whole or in part. The Special Committee and the
Board of Directors of the Company directed Mr. Heller to negotiate further to
increase the price per Share and to lower the amount of fees and expenses to
be paid to the Bidder under certain circumstances.

On August 14, the president of the Company received from the Bidder an
offer of $22.50 per Share (the "August 14 Offer"), subject, among other
things, to the Company's agreement to reimburse up to $3 million of the
Bidder's expenses in the event of termination of the Merger Agreement in
certain circumstances and to pay an additional $2 million fee to the Bidder
under certain of those circumstances.

Later that afternoon, the Special Committee held a meeting to consider the
August 14 Offer at which all members of such committee were in attendance as
well as the Company's legal counsel and Alex Brown. At the meeting, the
Special Committee reviewed the terms of the August 14 Offer. A representative
of Alex Brown then outlined for the Company's Board of Directors Alex Brown's
valuation analysis and the methodology employed by Alex Brown in its analysis.
Alex Brown also gave the Special Committee its written opinion that the Offer
price of $22.50 per Share was fair to the shareholders of the Company from a
financial point of view. Based on the factors discussed below, the Special
Committee then unanimously approved the August 14 Offer as fair to the
shareholders of the Company and recommended that the Board approve the August
14 Offer.

Immediately after the meeting of the Special Committee, the Board held a
meeting at which all the directors were present, as well as the Company's
legal counsel and Alex Brown. At such Meeting, the entire Board reviewed the
terms of the August 14 Offer and Alex Brown's analysis of the fairness
thereof. The Board acknowledged receipt of Alex Brown's fairness opinion. The
Board was advised that the Special Committee had unanimously approved the
August 14 Offer. Acting upon the unanimous recommendation of the Special
Committee, the Board then unanimously adopted resolutions approving the Offer,
the Merger and the Merger Agreement, determining that the terms of the Offer
and Merger are fair to, and in the best interests of, the Company and its
shareholders and recommending, subject to the terms and conditions set forth
in the Merger Agreement, that the Company's shareholders accept the Offer.

During the evening of August 14, 1995, the Bidder and the Company entered
into the Merger Agreement. See Item 3 above for a description of the Merger
Agreement. Prior to the opening of business on August 15, 1995, the Bidder and
the Company issued a joint press release announcing the Merger and that the
Bidder would commence the Offer shortly.

(b) A letter to shareholders communicating the Special Committee's and the
Board's recommendation and a press release announcing the signing of the
Merger Agreement are filed as Exhibits (a)(1) and (a)(2), respectively, and
are incorporated herein by reference. In considering the Offer and determining
to recommend its acceptance, the Special Committee and the Board in several
meetings analyzed the present and potential value of the Company's Common
Stock, the terms of the Offer and its fairness from a financial point of view.
The

Special Committee and the Board decided to recommend acceptance of the Offer
based on a number of factors, including:

(1) The Board's familiarity with and review of the business, financial
condition, results of operations and prospects of the Company, including
the need for additional capital and management resources to complete the
integration and maximize the potential of the Company's recently acquired
Targ-It-Tronics and Acsist subsidiaries and the risks of attempting to
expand the business of such subsidiaries.

(2) The difficulty of obtaining additional capital or a strategic partner
to expand the Acsist business in light of the pending DCIS Investigation of
the Company (see Item 8 below).

(3) The probable impact of the announcement of anticipated decreased
earnings in the Company's fiscal quarter ending August 26, 1995 on the
price of the Company's stock and on the valuation of the Company in a sale
transaction (see Item 8 below).

(4) A presentation by Alex Brown that included information regarding the
reported price and trading activity for the Common Stock of the Company,
certain financial and stock market information for the Company compared to
similar information for certain other companies whose securities are
publicly traded and the financial terms of certain recent business
combinations which were deemed comparable in whole or in part. Alex Brown
also delivered its written opinion that as of the date of such letter, the
consideration to be received by the Company's shareholders was fair, from a
financial point of view, to such shareholders. A copy of the written
opinion of Alex Brown, setting forth the assumptions made, factors
considered and limitations on the reviews, is attached as Exhibit (c)(2)
hereto and is incorporated herein by reference;

(5) The terms and conditions of the Merger Agreement, including the fact
that Bidder's obligation to complete the Offer and the Merger are subject
only to limited conditions and are not subject to a financing condition,
and the fact that the Merger Agreement, although it contains certain
expense reimbursement, termination payment and "no solicitation"
provisions, does not prevent the Board of Directors, to the extent required
by its fiduciary obligations as determined by a majority of its
disinterested directors based on the written advice of counsel, from (i)
providing information to and participating in discussions with a third
party, and (ii) receiving and accepting a higher offer if one is
forthcoming from any other party, and terminating the Merger Agreement.

(6) The interests of the Company's employees, customers, suppliers and
other constituencies.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED

On August 11, 1995, the Company entered into an engagement letter (the
"Letter Agreement") to engage Alex Brown to render, if requested, an opinion
as to the fairness, from a financial point of view, of the consideration
payable to the shareholders of the Company in connection with the proposed
transaction with the Bidder. The Company agreed to pay Alex Brown a fee of
$300,000 upon delivery of such opinion. The Company also agreed to pay Alex
Brown's reasonable out-of-pocket expenses, including fees and disbursements of
counsel, incurred in carrying out its duties under the Letter Agreement and to
indemnify Alex Brown against certain liabilities arising out of or in
connection with its engagement.

Neither the Company nor any person acting on its behalf has retained any
other person to make solicitations or recommendations to shareholders with
respect to the Offer.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES

(a) To the best of the Company's knowledge, the only transaction by any
executive officer, director, affiliate or subsidiary of the Company in Company
Shares during the past sixty (60) days occurred on August 13, 1995 when Thomas
F. Leahy, a member of the Company's Board of Directors, gave an aggregate of
3,125 shares of Company Common Stock to his three children. Other directors
and/or executive officers may also give a portion of their Shares.

(b) To the best of the Company's knowledge, its executive officers,
directors, their affiliates, and any recipients of a gift of Shares from the
foregoing presently intend to tender to Purchaser any Shares which are held of
record or which are beneficially owned by such persons.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY

(a) On August 14, 1995, the Company and Bidder executed an Agreement and
Plan of Merger, a copy of which is filed with this Statement as Exhibit
(c)(1). See the response to Item 3(b) above for a description of the proposed
transaction.

(b) Other than as described above in response to Item 3(b), there are no
transactions, board resolutions, agreements in principle or signed contracts
in response to the Offer, which relate to or would result in one or more of
the matters referred to in this Item 7, including (i) an extraordinary
transaction such as a merger or reorganization, involving the Company or its
subsidiaries; (ii) a purchase, sale or transfer of a material amount of assets
by the Company or its subsidiaries; (iii) a tender offer for or other
acquisition of securities by or of the Company; or (iv) any material change in
the present capitalization or dividend policy of the Company.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED

DCIS Investigation

The Defense Criminal Investigation Service ("DCIS") has commenced an
investigation into the Company. The DCIS is a part of the United States
Department of Defense and is responsible for investigating defense contract
misconduct committed by prime contractors or sub-contractors. The Company's
Specialty Products division produces printed circuit boards for the Company's
military and aerospace customers, including companies that are prime
contractors for the Department of Defense. The Company has never been a prime
contractor for the Department of Defense.

The Company became aware of the investigation upon the execution of a search
warrant on June 28, 1995, which was followed by a subpoena for documents. The
DCIS Investigation is in its preliminary stages and no charges have been
filed. The Company does not know the likely duration of the investigation or
whether the Company or any of its officers or employees are likely to be
charged with any offense.

Plans for the Company

William J. Cadogan, Thomas F. Leahy, David C. Malmberg and Stephen G. Shank,
current Company directors, have submitted written resignations to the Company,
conditioned on and effective as of the closing of the Offer. The Board of
Directors of the Company has appointed three Purchaser designees as directors
of the Company, conditioned on and effective as of the closing of the Offer.
Such resignations and appointments are pursuant to the Merger Agreement. See
Annex A hereto.

Following completion of the Offer, Parent intends to merge Purchaser with
and into the Company pursuant to and subject to certain conditions set forth
in the Merger Agreement.

Parent has indicated that it presently intends that, for a period of one
year following the effective time of the proposed Merger, the employees of the
Company will continue to be provided with employee benefits that are in the
aggregate not materially less favorable to such employees than those presently
provided under the Company's current benefit plans; provided that the right is
reserved to review all employee benefit plans after the Merger and to make
such changes as are deemed appropriate in the judgment of Parent.

Projected Fiscal 1995 Results

The Company anticipates that its results of operations for the fourth
quarter ending August 26, 1995 will be substantially below results for each of
the previous three quarters of fiscal 1995. See Item 8 of the Offer to
Purchase.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

NUMBER DESCRIPTION
------ -----------

*(a)(1) Form of Letter to Shareholders of Advance Circuits, Inc. dated
August 21, 1995.
*(a)(2) Form of Joint Press Release of Advance Circuits, Inc. and
Johnson Matthey Public Limited Company dated August 15, 1995.
(c)(1) Agreement and Plan of Merger, dated as of August 14, 1995, by
and between Advance Circuits, Inc., Johnson Matthey Public
Limited Company and ACI Acquisition Corporation.
*(c)(2) Opinion of Alex. Brown & Sons Incorporated

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.

Advance Circuits, Inc.

By /s/ Robert W. Heller
-------------------------------------
ROBERT W. HELLER
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Dated: August 21, 1995

--------
* Included in copies mailed to shareholders of the Company.

ANNEX A

ADVANCE CIRCUITS, INC.
5929 BAKER ROAD, SUITE 470
MINNETONKA, MINNESOTA 55345

----------------

INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

----------------

NO VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.

----------------

This information statement is being mailed on or about August 21, 1995 as
part of the Company's Solicitation/Recommendation Statement on Schedule 14D-9
(the "Schedule 14D-9") to holders of the Company's Common Stock $.10 per value
per share (the "Shares"). You are receiving this Information Statement in
connection with the election of persons designated by the Purchaser to seats
on the Board of Directors of Advance Circuits, Inc. (the "Company"). Under the
Merger Agreement, the Company has appointed three directors designated by the
Purchaser, conditioned on and effective as of the closing of the Offer.
Effective upon payment by the Bidder for all Shares accepted for payment
pursuant to the Offer, the Purchaser will be entitled to designate the number
of directors (rounded up to the next whole number) on the Company's Board of
Directors that equals the product of the number of directors on the Company's
Board of Directors (giving effect to the election of additional directors) and
the ratio that the combined voting power of the Shares so purchased bears to
the total combined voting power of all outstanding Shares. The Company has
secured the resignation of four directors, conditioned on and effective as of
the closing of the Offer, to enable the Purchaser's designees (the "Purchaser
Designees") to be appointed to the Board. This Information Statement is
required by Section 14(f) of the Exchange Act and Rule 14f-1 thereunder.

Effective upon the closing of the Offer, Geoffrey Wild, Donald J. Miller and
Daniel McL. Miller, as the Purchaser Designees, will become members of the
Company's Board. Other directors and executive officers of Parent identified
on Schedule I to the Offer to Purchase, a copy of which is being mailed to
shareholders together with this Schedule 14D-9, may also be elected or
appointed to the Company's Board of Directors. The information regarding such
other directors and executive officers is incorporated by reference herein.

You are urged to read this Information Statement carefully. You are not,
however, required to take any action. Capitalized terms used and not otherwise
defined herein shall have the meaning set forth in the Schedule 14D-9.

The information contained in this Information Statement concerning the
Purchaser, Parent and the Purchaser Designees has been furnished to the
Company by such persons, and the Company assumes no responsibility for the
accuracy or completeness of such information.

A-1

CURRENT DIRECTORS AND DESIGNEES

DIRECTOR
NAME AGE SINCE
---- --- --------

Robert W. Heller................................................ 49 1978
Thomas I. Mueller............................................... 53 1989
William J. Cadogan.............................................. 47 1995
Thomas F. Leahy................................................. 53 1977
David C. Malmberg............................................... 52 1993
Stephen G. Shank................................................ 51 1993
Geoffrey Wild(1)................................................ 39 --
Donald J. Miller(1)............................................. 34 --
Daniel McL. Miller(1)........................................... 59 --

--------
(1) Purchaser Designee

Mr. Heller joined the Company as Vice President in 1977. In April 1978, he
was elected to the Board, in December 1979 he was elected Executive Vice
President, and in May 1987 he was elected President and Chief Executive
Officer.

Mr. Mueller joined the Company in December 1984 as Vice President of Finance
and in August 1985 was elected to the additional offices of Secretary and
Treasurer. In May 1987, he was elected Executive Vice President. He was
elected a director in September 1989.

Mr. Cadogan has been a director of the Company since February 1995. He is
currently the President and a director of ADC Telecommunications, Inc., a
position he has held since March 1990. Mr. Cadogan also serves on the board of
directors of Banta Corporation.

Mr. Leahy has been a private investor since February 1990, and has held the
position of Chairman of the Board of Help/Systems Incorporated since 1985. Mr.
Leahy has served continuously since January 1977 as a director of the Company,
and served as Chairman of the Board and a paid consultant to the Company from
May 1987 to September 1993.

Mr. Malmberg has been a private investor since May 1994. He served as Vice
Chairman of National Computer Systems, Inc. ("NCS") (information systems and
services) and President of NCS/Technology from August 1992 to May 1994. Prior
to August 1992, he served as President and Chief Operating Officer of NCS for
more than five years. Mr. Malmberg is also a director of Three Five Systems,
Inc., National City Bank Corporation and Pattern Processing, Inc.

Mr. Shank has been President and Chief Executive Officer of Learning
Ventures, Inc. (education programs and services) since December 1991, and
served as Chairman and Chief Executive Officer of Tonka Corporation for more
than five years prior to September 1991. Mr. Shank is also a director of
National Computer Systems and Polaris Industries, Inc.

Mr. Wild has been the President of Johnson Matthey Electronics, Inc.
("JMEI"), a direct wholly owned subsidiary of Johnson Matthey Inc., since
October 1994 and a director of Johnson Matthey Inc. since April 1995. He has
also been Vice President, Electronics, Materials Technology Division, Johnson
Matthey Inc. since April 1992 and a director of Ryoka Matthey Corporation
(Japan) since 1994. From April 1992 through October 1994, Mr. Wild was Vice
President of JMEI, and from August 1990 through April 1992, he was General
Manager of JMEI. Mr. Wild is also currently the President and a director of
ACI Acquisition Corporation. Mr. Wild is a citizen of the United Kingdom.

Mr. Donald J. Miller has been Finance Director of JMEI since 1994. From 1990
through 1994, Mr. Miller was a Controller of JMEI. Mr. Miller is a citizen of
the United States.

Mr. Daniel McL. Miller is currently the Vice President and General Counsel
of Johnson Matthey Inc. and Johnson Matthey Investments, Inc., positions he
has held since 1985. Mr. Miller is also a director and Secretary of ACI
Acquisition Corporation. Mr. Miller is a citizen of the United States.

A-2

COMPENSATION OF DIRECTORS

Directors who are not also employed as full-time officers of the Company
receive $15,000 annually and $300 for each committee meeting attended.

BOARD AND COMMITTEE MEETINGS

The Company has established an Audit Committee to review with the Company's
independent accountants the annual financial statements and the results of the
annual audit, and a Compensation Committee to review and make recommendations
respecting executive compensation. During Fiscal 1994 Messrs. Leahy, Malmberg
and Shank were members of both committees. During the fiscal year ended August
27, 1994, the Audit Committee met twice and the Compensation Committee met
once. The Board does not have a nominating committee.

The directors are in close contact with each other and frequently gather or
communicate informally to discuss the affairs of the Company and, when
appropriate, take formal Board action by unanimous written consent of all
directors, in accordance with Minnesota law, rather than hold formal Board
meetings. During the fiscal year ended August 27, 1994, the Board held five
formal meetings. Each current director attended all meetings of the Board and
of Board Committees on which the director served. There are no family
relationships among the directors of the Company.

EXECUTIVE OFFICERS

NAME AGE POSITION
---- --- --------

Robert W. Heller.................. 49 President, Chief Executive Officer and
Director
Thomas I. Mueller................. 54 Executive Vice President, Secretary,
Treasurer and Director
Jon P. Kerrick.................... 57 Vice President of Engineering
John C. Kimball................... 49 Vice President of Marketing

The term of office of each officer is one year from the date of the most
recent annual meeting of the Company's Board of Directors, or until the
successor of each is elected. There are no arrangements or understandings
between any officer and any other person pursuant to which such officer was
elected.

Mr. Heller--see discussion under Directors.

Mr. Mueller--see discussion under Directors.

Mr. Kerrick has been employed by the Company for approximately 15 years in
various process engineering positions. In December 1979, he was elected Vice
President of Engineering.

Mr. Kimball joined the Company in 1978 as Vice President, Quality Assurance.
He started the Commercial Sales and Marketing Department in 1983 and was named
Vice President, Commercial Division Sales and Marketing in 1987. In 1989 he
was elected Vice President of Marketing.

A-3

EXECUTIVE COMPENSATION

General

SUMMARY COMPENSATION TABLE

The following table shows all the cash compensation paid or to be paid by
the Company, as well as certain other compensation paid or accrued during the
fiscal years indicated, to the Chief Executive Officer and the three other
executive officers of the Company for such period in all capacities in which
they served:

LONG-TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------- -------------------- -------
RESTRICTED
FISCAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(1) OTHER AWARD($)(2) SARS(#) PAYOUTS COMPENSATION
--------------------------- ------ --------- ----------- ----- ----------- -------- ------- ------------

Robert W. Heller........ 1994 183,022 96,713 -- None None -- --
President, Chief Execu-
tive 1993 162,294 115,618 -- None 11,000 -- --
Officer and Director 1992 159,938 40,000 -- None None -- --
Thomas I. Mueller....... 1994 140,780 73,921 -- None None -- --
Executive Vice 1993 132,809 91,977 -- None 10,000 -- --
President,
Treasurer, Secretary 1992 133,754 31,250 -- None None -- --
and Director
Jon P. Kerrick.......... 1994 125,781 66,220 -- None None -- --
Vice President 1993 117,808 80,895 -- None 10,000 -- --
1992 119,112 28,000 -- None None -- --
John C. Kimball......... 1994 132,499 71,149 -- None None -- --
Vice President 1993 117,527 80,895 -- None 10,000 -- --
1992 119,165 28,000 -- None None -- --

--------
(1) Bonus amounts represent amounts earned based on fiscal year results. The
amounts are paid in the following year.
(2) See "Employment Contracts and Change-in-Control Arrangements." The
aggregate number and value of restricted stock holdings using the Offer
price are as follows: R. Heller, 28,750 shares, $646,875; T. Mueller,
20,000 shares, $450,000; J. Kerrick, 20,000 shares, $450,000; J. Kimball,
20,000 shares, $450,000.

OPTION EXERCISES DURING 1994 FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

The following table presents information with respect to the named
executives concerning the number and value of options held at the end of
fiscal year 1994. No options were granted to or exercised by any named
executive officer during the fiscal year. The Company does not have any
outstanding stock appreciation rights.

VALUE OF
UNEXERCISED
NUMBER OF IN-THE-MONEY
UNEXERCISED OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END(#)(1) AT FY-END($)(2)
ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

Robert W. Heller........ -- -- 4,400 6,600 $5,500 $8,250
Thomas I. Mueller....... -- -- 4,000 6,000 5,000 7,500
Jon P. Kerrick.......... -- -- 4,000 6,000 5,000 7,500
John C. Kimball......... -- -- 4,000 6,000 5,000 7,500

--------
(1) The Merger Agreement provides that, effective upon closing of the Offer,
all issued and outstanding stock options and warrants to purchase Company
Common Stock will become immediately exercisable and the holders thereof
will receive in cash from the Company an amount per share equal to $22.50
minus the per share exercise price of such option. The options reflected
in the above table each have a per share exercise price of $8.38 per
share.
(2) The value of unexercised options represents the difference between the
exercise price thereof and the closing price of the Common Stock on August
27, 1994. The values were calculated only for "In-the-Money" options,
which consist of those options whose exercise price is less than the
market price per share on the last day of the fiscal year. Using the Offer
price of $22.50 per share, the value of all options held by Messrs.
Heller, Mueller, Kerrick and Kimball would be $155,320, $141,200, $141,200
and $141,200, respectively.

A-4

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

On July 31, 1995, the Company amended its 1990 Restricted Stock Plan (the
"Restricted Stock Plan") to provide that all remaining restrictions on
outstanding shares of Company common stock issued thereunder would lapse upon
a sale of the Company. There are 326,000 shares of restricted stock issued and
outstanding under the Restricted Stock Plan, including the following shares
owned by the Company's executive officers:

SHARES SUBJECT
NAME TO RESTRICTIONS
---- ---------------

Robert W. Heller........................................... 28,750
Thomas I. Mueller.......................................... 20,000
Jon P. Kerrick............................................. 20,000
John C. Kimball............................................ 20,000
All executive officers as a group.......................... 88,750

The restrictions on such shares shall lapse upon closing of the Offer and
the holders thereof have indicated an intent to tender such shares in the
Offer.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Compensation Committee Interlocks and Insider Participation. The Company is
engaged in a highly competitive industry. In order to succeed, the Company
believes that it must be able to attract and retain qualified executives. To
achieve this objective, the Company has structured an executive compensation
system tied to operating performance that the Company believes has enabled it
to attract and retain key executives. The Compensation Committee of the Board
of Directors was comprised during fiscal 1994 of Thomas F. Leahy, a former
officer and employee of the Company, David C. Malmberg and Stephen G. Shank,
both outside directors. All decisions by the Compensation Committee relating
to the compensation of the Company's executive officers are reviewed by the
full Board. Messrs. Leahy and Mueller are directors of Help Systems, Inc. and
in such capacity Mr. Mueller participates in the decision regarding
compensation of Mr. Leahy who receives remuneration as chairman of that
corporation.

Compensation Policy. The goal of the Company's executive compensation policy
is to ensure that an appropriate relationship exists between executive pay and
the creation of shareholder value, while at the same time motivating and
retaining key employees. The compensation program is viewed in total
considering all of the component parts: base salary, annual performance
incentives, benefits, and long-term incentive opportunity in the form of stock
options. The annual compensation components consist generally of lower base
salaries than of comparative companies combined with higher incentive plans
based on the Company's financial performance. Long-term incentive is based on
the Company's financial performance. Long-term incentive is based on stock
performance through stock options. The Compensation Committee's position is
that stock ownership by management is beneficial in maintaining a proper
balance between management's and shareholders' interests in the enhancement of
shareholder value. Overall, the intent is to have more significant emphasis on
variable compensation components and less on fixed cost components. The
Committee believes this philosophy and structure are in the best interests of
the shareholders.

Performance Measures. In evaluating annual executive compensation, the
Committee examines earnings per share, return on equity, sales growth and
total return to shareholders. These factors are compared with prior years'
performance, performance of other companies in the industry, and designated
Company goals.

Fiscal 1994 Compensation. For fiscal 1994, the Company's executive
compensation program consisted of (i) base salary and (ii) an incentive bonus
based on achieving net income over a predetermined return to shareholders. In
1994, base salaries of Mr. Heller and the other executive offers were
increased as a result of comparing the Company's net profit and return on
investment to other companies in the printed circuit board industry. The
Committee believes that options and other stock based performance compensation
arrangements

A-5

are an effective incentive for managers to create value for shareholders since
the value of an option bears a direct relationship to the Company's stock
price.

The Company's objective is to obtain a financial performance that achieves
financial goals over a period of time, including a return on equity of over
15%, and sales volume and earnings per share growth of 10% or more. The
Company's performance in fiscal 1994 included all time record sales levels and
slightly higher after tax income. In fiscal 1994, sales increased 14% and
earnings per share remained the same as the prior year. The Company's return
on equity decreased as a result of a higher equity and only slightly higher
net income. Mr. Heller's and the other executive officers' bonuses for fiscal
1994 reflect this decrease in return.

The Committee believes that linking executive compensation to corporate
performance results in a better alignment of compensation with corporate goals
and shareholder interest. As performance goals are met or exceeded, resulting
in increased value to shareholders, executives are rewarded commensurately.
The Committee believes that compensation levels during fiscal 1994 adequately
reflect the Company's compensation goals and policies.

Thomas F. Leahy
David C. Malmberg
Stephen G. Shank

A-6

COMPARATIVE STOCK PERFORMANCE

The following chart compares the yearly percentage change in the cumulative
total shareholder return on the Company's Common Stock during the five fiscal
years ended August 27, 1994 with the cumulative total return for the NASDAQ
Market Index and a peer group selected by the Company (the "SIC Peer Group
Index"). The SIC Peer Group Index includes the following NASDAQ companies:
Advance Circuits, Inc., Altron, Inc., Benchmark Electronics, Circuit Systems,
Inc., DDL Electronics, Electronic Associates Inc., Electronic Fab Technology,
Hadco CP, IEC Electronics CP, Jabil Circuit, Inc., Level One Comm, Inc., M-
Wave, Inc., Media Vision Technology, Merix CP, Micronics Computers, Inc., Park
Electrochemical CP, Parlex CP, Plexus CP, QLogic CP, Sanmina CP, SCI Systems
Inc., Sheldahl, Inc., Sigma Circuits, Inc., Solectron CP, U.S. Technologies,
Inc., and Video Display CP. All of the members of the peer group have the same
four-digit SIC (Standard Industrial Classification) code labeled 3672--Printed
Circuit Boards. The comparison assumes $100 was invested on August 27, 1989 in
the Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends.

[GRAPH APPEARS HERE]

COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG ADVANCE CIRCUITS INC., INDUSTRY INDEX AND BROAD MARKET

Measurement period ADVANCE INDUSTRY BROAD
(Fiscal Year Covered) CIRCUITS INDEX MARKET
--------------------- -------- -------- --------

Measurement PT -
08/27/89 $ 100.00 $ 100.00 $ 100.00

FYE 08/27/90 $ 138.73 $ 81.37 $ 87.46
FYE 08/27/91 $ 143.35 $ 109.38 $ 99.42
FYE 08/27/92 $ 124.28 $ 156.27 $ 101.10
FYE 08/27/93 $ 236.99 $ 207.06 $ 131.61
FYE 08/27/94 $ 222.54 $ 202.26 $ 143.81

A-7

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and greater than ten percent shareholders ("Insiders") are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, during the fiscal year ended August 27,
1994, all Section 16(a) filing requirements applicable to Insiders were
complied with except that one report covering one transaction was filed late
by David C. Malmberg, and Robert W. Heller was late filing a Form 5 reporting
a gift of stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

The following table provides information concerning those persons known by
the Company to be the beneficial owners of more than five percent (5%) of the
Company's outstanding voting capital stock as of June 30, 1995, unless
otherwise indicated:

SHARES BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) CLASS
------------------------------------ ------------------- ----------

Dimensional Fund Advisors, Inc.............. 396,098(2) 5.2%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Heartland Advisors, Inc..................... 565,000(3) 7.5%
790 North Milwaukee Street
Milwaukee, WI 53202
Prudential Insurance Co. of America......... 548,800(4) 7.3%
5 Prudential Plaza
751 Broad Street, 5th Floor
Newark, NJ
Robert W. Heller............................ 416,662(5) 5.5%
5929 Baker Road, Suite 470
Minnetonka, MN 55345

--------
(1) Unless otherwise indicated, the shareholder has sole power to vote and
sole power to direct the disposition of all shares listed as beneficially
owned.
(2) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, has advised the Company that, as of June 30, 1995, all of the
shares listed are held in portfolios of DFA Investment Dimensions Group,
Inc. (the "Fund"), a registered open-end investment company, or in series
of The DFA Investment Trust Company (the "Trust"), a Delaware business
trust, or the DFA Group Trust and the DFA Participating Group Trust,
investment vehicles for qualified employee benefit plans, for all of which
Dimensional serves as investment manager. Dimensional disclaims beneficial
ownership of all such shares. Dimensional has sole voting power as to
234,611 of the shares. Persons who are officers of Dimensional also serve
as officers of the Fund and the Trust, each an open-end management
investment company. In their capacity as officers of the Fund and the
Trust, such persons vote 154,012 additional shares which are owned by the
Fund and 7,475 shares which are owned by the Trust (both included in the
shares listed in the table).
(3) Shareholdings are as of July 31, 1995.
(4) Shareholdings are as of June 30, 1995.

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(5) Amount includes 4,500 shares held by Mr. Heller's children and 6,600
shares which may be acquired upon exercise of options which are
exercisable as of August 14, 1995 or will become exercisable within 60
days of such date. Mr. Heller may, prior to the closing of the Offer, give
a portion of the above-listed shares to family members, a charitable
trust, and/or non-profit organizations with the understanding that such
recipients will tender such shares in the Offer.

MANAGEMENT SHAREHOLDINGS

The following table sets forth the number of shares of Company Common Stock
beneficially owned as of August 14, 1995, by each executive officer of the
Company named in the Summary Compensation Table, by each director or nominee
for election as a director, and by all directors and executive officers
(including the named individuals) as a group:

NAME OF SHAREHOLDER SHARES BENEFICIALLY
OR IDENTITY OF GROUP OWNED (1) PERCENT OF CLASS
-------------------- ------------------- ----------------

Robert W. Heller...................... 416,662(2) 5.5%
Thomas F. Leahy....................... 241,636(3) 3.2%
William J. Cadogan.................... 0 *
Thomas I. Mueller..................... 71,406(4) *
John C. Kimball....................... 56,375(4) *
Jon P. Kerrick........................ 47,637(4) *
David C. Malmberg..................... 1,000 *
Stephen G. Shank...................... 1,000 *
Executive Officers and Directors as a
Group (8 persons).................... 835,716(5) 11.0%

--------
* Less than one percent.
(1) See Note (1) to the preceding table.
(2) See Note (5) to the preceding table.
(3) Amount includes 4,218 shares held by Mr. Leahy's spouse.
(4) Amount includes 6,000 shares which may be acquired upon exercise of
options which are exercisable as of August 14, 1995 or will become
exercisable within 60 days of such date.
(5) Amount includes 24,600 shares which may be acquired upon exercise of
options which are exercisable as of August 14, 1995 or will become
exercisable within 60 days of such date. One or more of the above listed
persons may, prior to the closing of the Offer, give a portion of the
above-listed shares to family members, a charitable trust, and/or non-
profit organizations with the understanding that such recipients will
tender such shares in the Offer.

OUTSTANDING SHARES AND VOTING RIGHTS

At the close of business on May 27, 1995, there were outstanding 7,564,895
shares of Common Stock, par value $.10, which is the only outstanding class of
voting stock of the Company. Each share of Common Stock is entitled to one
vote.

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