
<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                SCHEDULE 14D-1
             Tender Offer Statement Pursuant to Section 14(d)(1)
                    of the Securities Exchange Act of 1934
                               (Amendment No. 1)

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

                            Advance Circuits, Inc.
                           (Name of Subject Company)

                          ACI Acquisition Corporation
                                   (Bidder)

                    Common Stock, Par Value $.10 Per Share
                        (Title of Class of Securities)
                                  007383 10 2
                     (CUSIP Number of Class of Securities)

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

                                D. McL. Miller
                             Johnson Matthey Inc.
                           460 East Swedesford Road
                        Wayne, Pennsylvania  19087-1880
                                (610) 971-3000
          (Name, Address and Telephone Number of Person Authorized to
            Receive Notices and Communications on Behalf of Bidder)

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

                                   Copy to:

                                James G. Archer
                                Sidley & Austin
                               875 Third Avenue
                           New York, New York  10022
                                (212) 906-2000

                   ========================================
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          ACI Acquisitions Corporation (the "Purchaser"), Johnson Matthey Inc.
and Johnson Matthey Public Limited Company ("Parent") hereby amend and
supplement their combined Tender Offer Statement on Schedule 14D-1, originally
filed on August 21, 1995, with respect to the Purchaser's offer to purchase all
outstanding shares of Common Stock, par value $.10 per share, of Advance
Circuits, Inc., a Minnesota corporation, as set forth in this Amendment No. 1.

ITEM 10.  ADDITIONAL INFORMATION

          The response to Item 10(b) and (c) is hereby amended by the addition 
of the following paragraph:

          The information contained in the press release issued by Parent on
          September 6, 1995, a copy of which is attached hereto as Exhibit (a)
          (10), is incorporated herein by reference.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

          Item 11 is hereby amended to add the following exhibit:

          (a) (10)  Text of press release issued on September 6, 1995.


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                                   SIGNATURE

        After due 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:  September 6, 1995


                                                ACI ACQUISITION CORPORATION

                                                By: /s/ D. McL. Miller
                                                    -----------------------
                                                    Name:  D. McL. Miller
                                                    Title: Secretary


                                                JOHNSON MATTHEY INC.

                                                By: /s/ D. McL. Miller
                                                    -----------------------
                                                    Name:  D. McL. Miller
                                                    Title: Vice President and
                                                           General Counsel


                                                JOHNSON MATTHEY PUBLIC LIMITED
                                                  COMPANY

                                                By: /s/ D. McL. Miller
                                                    -----------------------
                                                    Authorized Representative

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                                 EXHIBIT INDEX



EXHIBIT
NUMBER                  EXHIBIT
- -------                 -------

(a)(10)                 Text of Press Release
                        issued on September 6, 1995
