SC 14D9/A

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 AMENDMENT NO. 3
                                       TO
                                 SCHEDULE 14D-9

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

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

                           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
                                 QUARLES & BRADY
                        ONE CAMELBACK BUILDING, SUITE 400
                             ONE EAST CAMELBACK ROAD
                           PHOENIX, ARIZONA 85012-1649
                                 (602) 230-5500



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         This Amendment No. 3 amends and supplements the Schedule 14D-9, as
amended, 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 8.  Additional Information to be Furnished.

        Item 8 of the Schedule 14D-9, as amended, is hereby amended and
supplemented by adding the following information:

        On March 20, 1998, Parent issued a press release announcing that
approximately 7.2 million shares of the Company's common stock (including
approximately 90,000 shares tendered pursuant to guaranteed delivery
procedures) had been validly tendered and not withdrawn prior to the expiration
of the Offer at 12:00 midnight, New York City time, on Thursday, March 19,
1998, all of which were accepted for payment. Parent also announced in such
press release that the Merger of Purchaser into the Company had been
consummated and as a result of the Merger, the Company is a wholly-owned
subsidiary of Parent. A copy of Parent's March 20, 1998 press release is
attached hereto as Exhibit 16 and is incorporated herein by reference.

Item 9. Material to be Filed as Exhibits

        Exhibit 16      Text of press release issued by Hadco Corporation dated
                        March 20, 1998.




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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 20, 1998                  By: /s/ Joseph G. Andersen
                                          ------------------------------
                                          Joseph G. Andersen
                                          Vice President - Finance, Chief
                                          Financial Officer, Secretary and
                                          Treasurer

EX-16

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                                                                     Exhibit 16


FOR IMMEDIATE RELEASE




                         HADCO CORPORATION ANNOUNCES
                    COMPLETION OF TENDER OFFER AND MERGER


SALEM, NH -- March 20, 1998 -

        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 Phoenix, 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 Contintental 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
product 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