<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

                               AMENDMENT NO. 1 TO
                                   (Mark One)
          (X)     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                  SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended AUGUST 1, 1998

                                       OR

          ( )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                  SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

                FOR THE TRANSITION PERIOD FROM _______ TO _______

                         COMMISSION FILE NUMBER 0-12102

                                HADCO CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS                                                         04-2393279
---------------------------------                            -------------------
(State or other jurisdiction                                    (I.R.S. Employer
of incorporation or organization)                            Identification No.)

12A MANOR PARKWAY, SALEM, NEW HAMPSHIRE                                    03079
----------------------------------------                              ----------
(Address of principal executive offices)                              (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:   (603) 898-8000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes  X    No
                                          -----    -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Registrant has 13,363,047 shares of Common Stock, $0.05 Par Value, outstanding
at October 13, 1998.



<PAGE>   2
EXPLANATORY NOTE

This Quarterly Report on Form 10-Q/A of Hadco Corporation (Amendment No. 1 to 
Quarterly Report on Form 10-Q for the quarter ended August 1, 1998) amends and 
restates items 1 and 2 of the Registrant's Quarterly Report on Form 10-Q for 
the quarter ended August 1, 1998 (File No. 0-12102).

<PAGE>   3

                       HADCO CORPORATION AND SUBSIDIARIES

                                      INDEX

PART I - FINANCIAL INFORMATION                                              PAGE

   Item 1. Financial Statements

           Consolidated Condensed Balance Sheets as of
           August 1, 1998 (unaudited) and October 25, 1997, 
           respectively ...................................................    3

           Consolidated Condensed Statements of Operations 
           for the Three Months ended August 1, 1998 and 
           July 26, 1997 and nine months ended August 1, 1998
           and July 26, 1997 (unaudited), respectively ....................    4

           Consolidated Condensed Statements of Cash Flows
           for the nine months ended August 1, 1998
           and July 26, 1997 (unaudited), respectively ....................    5

           Notes to Consolidated Condensed Financial
           Statements .....................................................    6

   Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations ......................................   23

SIGNATURE .................................................................   35









                                       2




<PAGE>   4

PART I - FINANCIAL INFORMATION

        ITEM 1. FINANCIAL STATEMENTS

                       HADCO CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)

   
<TABLE>
<CAPTION>
ASSETS                                                             August 1,
------                                                                1998        October 25,
                                                                  (unaudited)        1997
                                                                  -----------     -----------

<S>                                                                <C>              <C>     
Current Assets:
    Cash and cash equivalents ..................................   $  4,933         $ 12,171
    Short-term investments .....................................         --            1,562
    Accounts receivable, net of allowance for
     doubtful accounts of $2,404 in 1998 and
     $1,700 in 1997, respectively ..............................    104,357           92,222
    Inventories ................................................     65,862           46,000
    Deferred tax asset .........................................     15,456           10,483
    Prepaid and other current expenses .........................     16,068            4,245
                                                                   --------         --------
         Total Current Assets ..................................    206,676          166,683
    Property, Plant and Equipment, net .........................    323,084          231,490
    Acquired Intangible Assets, net ............................    194,442          101,131
    Other Assets ...............................................      9,600            3,213
                                                                   --------         --------
                                                                   $733,802         $502,517
                                                                   ========         ========      

LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------

Current Liabilities:
    Short-term debt and current portion of long-term debt ......   $  4,484         $  5,064
    Accounts payable ...........................................     65,173           68,594
    Accrued payroll and other employee benefits ................     25,947           28,279
    Accrued taxes ..............................................      1,619            1,775
    Other accrued expenses .....................................     18,240            9,278
                                                                   --------         --------
         Total Current Liabilities .............................    115,463          112,990
                                                                   --------         --------
Long Term Debt, net of current portion .........................    366,898          109,716
                                                                   --------         --------
Deferred Tax Liability .........................................     51,668           30,685
                                                                   --------         --------
Other Long-Term Liabilities ....................................      9,192            9,214
                                                                   --------         --------
Commitments and Contingencies (Note 7)
Stockholders' investment:
    Common stock, $.05 par value -
    Authorized 50,000 shares in 1998 and 25,000
    in 1997. Issued and outstanding 13,321 in
    1998 and 13,086 in 1997 ....................................        667              655
Paid-in capital ................................................    173,338          168,246
Deferred compensation ..........................................        (59)            (117)
Retained earnings ..............................................     16,635           71,128
                                                                   --------         --------
         Total Stockholders' Investment ........................    190,581          239,912
                                                                   --------         --------
                                                                   $733,802         $502,517
                                                                   ========         ========
    
</TABLE>

  The accompanying notes are an integral part of these consolidated condensed
                             financial statements.

                                       3





<PAGE>   5

                       HADCO CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (unaudited )
                 (In thousands, except per share and share data)

<TABLE>
<CAPTION>
                                                               Three Months Ended                     Nine  Months Ended
                                                        -------------------------------         -------------------------------

                                                         August 1,            July 26,           August 1,            July 26,
                                                           1998                 1997               1998                 1997
                                                        -----------         -----------         -----------         -----------

<S>                                                     <C>                 <C>                 <C>                 <C>        
Net Sales ......................................        $   201,392         $   183,274         $   609,255         $   475,472

Cost of Sales ..................................            182,812             144,020             514,877             371,378
                                                        -----------         -----------         -----------         -----------

     Gross Profit ..............................             18,580              39,254              94,378             104,094

Operating Expenses .............................             21,324              17,902              60,635              47,143

Restructuring and other non-recurring
     charges (Note 6) ..........................              1,105                  --               7,052                  --

Write-off of acquired in-process
     research and development...................                 --                  --              63,050              78,000
                                                        -----------         -----------         -----------         -----------

Income (Loss) From Operations ..................             (3,849)             21,352             (36,359)            (21,049)

Interest and Other Income, net .................                464                 761               1,841               1,989

Interest Expense ...............................             (8,035)             (3,428)            (14,329)             (8,679)
                                                        -----------         -----------         -----------         -----------

Income (Loss) Before
Provision for Income taxes .....................            (11,420)             18,685             (48,847)            (27,739)

Provision (Benefit) for Income  Taxes ..........             (4,540)              7,316               5,646              20,104
                                                        -----------         -----------         -----------         -----------

Net Income (Loss) ..............................        $    (6,880)        $    11,369         $   (54,493)        $   (47,843)
                                                        ===========         ===========         ===========         ===========

Income (loss) per common and common
equivalent Shares (Note 1)
     Basic Net Income (Loss) Per Share .........        $      (.52)        $       .96         $     (4.14)        $     (4.36)
                                                        ===========         ===========         ===========         ===========
     Diluted Net Income (Loss) Per Share .......        $      (.52)        $       .93         $     (4.14)        $     (4.36)
                                                        ===========         ===========         ===========         ===========

Weighted average common and
common equivalent Shares
outstanding (Note 1)
     Basic .....................................         13,254,923          11,781,681          13,172,017          10,969,745
                                                        ===========         ===========         ===========         ===========
     Diluted ...................................         13,254,923          12,254,439          13,172,017          10,969,745
                                                        ===========         ===========         ===========         ===========
</TABLE>



  The accompanying notes are an integral part of these consolidated condensed
                             financial statements.

                                       4




<PAGE>   6

                       HADCO CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (In thousands)
   

<TABLE>
<CAPTION>
                                                                        Nine Months Ended
                                                                   --------------------------
                                                                   August 1,         July 26,
                                                                     1998              1997
                                                                   ---------        ---------

<S>                                                                <C>              <C>      
Total Cash Provided by Operating Activities ...................    $  33,549        $  26,915
                                                                   ---------        ---------
Cash Flows From Investing Activities:
     Purchases of short-term investments ......................       (2,020)              --
     Maturities of short-term investments .....................        3,582            9,401
     Purchases of property, plant and equipment ...............      (68,873)         (47,810)
     Acquisitions of Continental Circuits Corp. in 1998
       and Zycon Corporation in 1997 ..........................     (192,532)        (209,661)
                                                                   ---------        ---------
Net Cash Used In Investing Activities .........................     (259,843)        (248,070)
                                                                   ---------        ---------
Cash Flows From Financing Activities:
     Principal payments of long-term debt .....................     (245,713)        (149,044)
     Net proceeds from issuance of long-term debt .............      459,665          224,954
     Proceeds from exercise of stock options ..................          770            1,178
     Tax benefit from exercise of stock options ...............        1,742            5,041
     Proceeds from the sale of common stock ...................        2,592          131,106
                                                                   ---------        ---------
Net Cash Provided by Financing Activities .....................      219,056          213,235
                                                                   ---------        ---------
Net decrease in Cash and Cash Equivalents .....................       (7,238)          (7,920)
Cash and Cash Equivalents Beginning of Period .................       12,171           32,786
                                                                   ---------        ---------
Cash and Cash Equivalents End of Period .......................    $   4,933        $  24,866
                                                                   =========        =========

Supplemental disclosure of cash flow information:
Cash paid during period for:
      Interest ................................................    $   4,689        $   7,065
                                                                   =========        =========
      Income taxes  (net of refunds) ..........................    $  11,636        $  15,663
                                                                   =========        =========

Acquisitions of Continental Circuits Corp. in 1998 and
  Zycon Corporation in 1997:
     Fair value of assets acquired ............................    $ 137,623        $ 212,509
     Liabilities assumed ......................................      (66,381)        (114,993)
     Cash paid ................................................     (186,083)        (204,885)
     Acquisition costs incurred ...............................       (3,949)          (7,600)
     Write-off of acquired in-process research and
       development ............................................       63,050           78,000
                                                                   ---------        ---------
     Goodwill .................................................    $ (55,740)       $ (36,969)
                                                                   =========        =========
</TABLE>
    

  The accompanying notes are an integral part of these consolidated condensed
                             financial statements.

                                        5




<PAGE>   7

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

    1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Hadco Corporation's (the "Company" or "Hadco") principal products
            are multilayer rigid printed circuits and backplane assemblies. The
            consolidated condensed financial statements reflect the application
            of certain accounting policies. For information as to the
            significant accounting policies followed by the Company and other
            financial and operating information, see this note and elsewhere in
            the accompanying notes to consolidated condensed financial
            statements, as well as the Company's Annual Report on Form 10-K for
            the fiscal year ended October 25, 1997; Quarterly Reports on Form
            10-Q for the fiscal quarters ended January 31, 1998 and May 2, 1998;
            Quarterly Report on Form 10-Q/A for the fiscal quarter ended May 2,
            1998; Current Reports on Form 8-K dated February 18, 1998, February
            20, 1998, May 1, 1998 and May 14, 1998; Current Report on Form 8-K
            dated March 26, 1998 as amended by Current Report on Form 8-K/A
            dated May 1, 1998. These financial statements should be read in
            conjunction with the financial statements included in those
            above-referenced SEC filings.

            RECLASSIFICATION

            The Company has reclassified certain prior year information to
            conform with the current year's presentation.

            INTERIM FINANCIAL STATEMENTS

            The accompanying consolidated condensed balance sheet as of August
            1, 1998, and the consolidated statements of operations for the three
            months and nine months ended August 1, 1998 and July 26, 1997 and
            statement of cash flows for the nine month periods ended August 1,
            1998 and July 26, 1997 are unaudited but, in the opinion of
            management, include all adjustments (consisting only of normal,
            recurring adjustments) necessary for a fair presentation of results
            for these interim periods. Results of operations for the interim
            period are not necessarily indicative of results to be expected for
            the entire year or any future period.

            NET INCOME (LOSS) PER SHARE

            The Company adopted SFAS No. 128, "Earnings per share", effective
            for the quarter ended January 31, 1998 which replaces the
            calculation of primary and fully diluted earnings per share with
            basic and diluted earnings per share. Prior period amounts have been
            restated to conform to the current period presentation. Under SFAS
            No. 128, basic net income (loss) per common share is computed based
            on income (loss) available to common stockholders and the weighted
            average number of common shares outstanding during the period. The
            dilutive net income (loss) per share is computed based on including
            the number of additional common shares that would have been
            outstanding if the dilutive potential of common shares had been
            issued.


                                       6





<PAGE>   8

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

            Basic and diluted shares outstanding are as follows:

<TABLE>
<CAPTION>
                                                                         Three Months Ended          Nine Months Ended
                                                                       ----------------------      ----------------------
                                                                              (in thousands, except per share data)

                                                                       August 1,     July 26,      August 1,     July 26,
                                                                         1998          1997          1998          1997
                                                                       ---------     --------      ---------     --------

            <S>                                                         <C>           <C>           <C>           <C>   
            Basic weighted average shares outstanding ..........        13,255        11,782        13,172        10,970
            Weighted average common equivalent shares ..........            --           472            --            --
                                                                        ------        ------        ------        ------

            Diluted weighted average shares outstanding ........        13,255        12,254        13,172        10,970
                                                                        ======        ======        ======        ======
</TABLE>


   
            Diluted weighted average shares outstanding for the three month
            period ended August 1, 1998 does not include 1,400,488 common
            equivalent shares, as their effect would be anti-dilutive. There
            were no anti-dilutive shares for the three month period ended July
            26, 1997. Diluted weighted averages shares outstanding for the nine
            month periods ended August 1, 1998 and July 26, 1997, respectively,
            do not include 1,308,420 and 1,189,084 common equivalent shares as
            their effect would be anti- dilutive.
    

    2.      ACQUISITIONS

   
            On January 10, 1997, the Company acquired (the "Zycon Acquisition")
            all of the outstanding common stock of Zycon Corporation ("Zycon"),
            and on March 20, 1998, the Company acquired (the "Continental
            Acquisition", and together with the Zycon Acquisition, the
            "Acquisitions") all of the outstanding common stock of Continental
            Circuits Corp. ("Continental"). These acquisitions were financed by
            the $400 million unsecured senior revolving credit facility with a
            group of banks, which amended and restated an existing credit
            facility (the "Credit Facility"), under which the Company borrowed
            approximately $215,000,000 upon consummation of the Zycon
            Acquisition and approximately $220,000,000 upon consummation of the
            Continental Acquisition. These acquisitions were accounted for as
            purchases in accordance with Accounting Principles Board Opinion No.
            16, and accordingly, Zycon's and Continental's operating results
            since the respective dates of acquisitions are included in the
            accompanying consolidated condensed financial statements. In
            accordance with APB Opinion No. 16, the Company allocated the
            purchase price of the Acquisitions based on the fair value of the
            assets acquired and liabilities assumed. Significant portions of the
            purchase price of both were identified in independent appraisals,
            using proven valuation procedures and techniques, as intangible
            assets. These intangible assets include approximately $78,000,000
            and $63,050,000 for Zycon and Continental, respectively, for
            acquired in-process research and development ("in-process R&D") for
            projects that did not have future alternative uses. This allocation
            represents the estimated fair value based on risk-adjusted cash
            flows related to the in-process R&D projects. At the date of each
            acquisition, the development of these projects had not yet reached
            technological feasibility, and the R&D in progress had no
            alternative future uses. Accordingly, these costs were expensed as
            of the respective acquisition date.
    


                                       7



<PAGE>   9

            ACQUISITIONS (CONTINUED)

            Continental's in-process R&D value is comprised of 8 primary R&D
            programs. These projects include the introduction of certain new
            technologies. At the acquisition date, Continental's R&D programs
            ranged in completion from 10% to 80%, and total continuing R&D
            commitments to complete the projects are currently expected to be
            significant. Remaining development efforts for the Continental
            programs are complex and include the development and advancement of
            advanced chemical, electrical, and engineering solutions.

            Expenditures to complete the Continental projects are subject to
            change, given the uncertainties of the development process, and no
            assurance can be given that deviations from these estimates will not
            occur. Additionally, these projects will require maintenance R&D
            after they have reached a state of technological and commercial
            feasibility. In addition to usage of the acquired companies'
            internal cash flows, Hadco currently believes it will provide a
            substantial amount of funding to complete each acquired company's
            programs.

            There is risk associated with the completion of the projects, and
            there is no assurance that each will meet with either technological
            or commercial success. The substantial delay or outright failure of
            the Continental R&D would impact the Company's financial condition.

            The value assigned to purchased in-process technology was determined
            by estimating the costs to develop the purchased in-process
            technology into commercially viable products, estimating the
            resulting net cash flows from the projects and discounting the net
            cash flows to their present value. The revenue projection used to
            value the in-process research and development is based on estimates
            of relevant market sizes and growth factors, expected trends in
            technology and the nature and expected timing of new product
            introductions by the Company and its competitors.

            The rates utilized to discount the net cash flows to their present
            value are based on the cost of Continental's weighted average cost
            of capital. This discount rate is commensurate with Continental's
            corporate maturity and the uncertainties in the economic estimates
            described above.

            The forecasts used by the Company in valuing in-process R&D were
            based upon assumptions the Company believes to be reasonable but
            which are inherently uncertain and unpredictable. The Company's
            assumptions may be incomplete or inaccurate, and unanticipated
            events and circumstances are likely to occur. For these reasons,
            actual results may vary from the projected results.

            Acquired intangibles include developed technology, customer
            relationships, assembled workforce, trade names and trademarks.
            These intangibles are being amortized over their estimated useful
            lives of 12 to 30 years.



                                       8





<PAGE>   10

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

            The aggregate purchase prices of $212,485,000 and $190,032,000,
            including acquisition costs, for the Zycon and Continental
            Acquisitions, respectively, were allocated as follows:

                                                        Zycon        Continental
                                                      ---------      -----------
                                                            (in thousands)

            Current assets.........................   $  41,790       $ 24,056
            Property, plant and equipment..........      95,193         67,144
            Acquired intangibles...................      65,500         46,190
            In-process R&D.........................      78,000         63,050
            Other assets...........................       3,526            233
            Goodwill...............................      40,869         55,740
            Liabilities............................    (112,393)       (66,381)
                                                      ---------       --------
                                                      $ 212,485       $190,032
                                                      =========       ========

            Unaudited pro forma operating results for the Company, assuming the
            acquisitions of Zycon and Continental occurred on October 27, 1996,
            are as follows:

<TABLE>
<CAPTION>
                                                         Three Months Ended             Nine Months Ended
                                                      ------------------------       -----------------------
                                                               (in thousands, except per share data)

                                                      August 1,       July 26,       August 1,      July 26,
                                                        1998            1997           1998           1997
                                                      ---------       --------       ---------      --------

            <S>                                       <C>             <C>            <C>            <C>     
            Net Sales .........................       $201,392        $215,479       $661,206       $630,112

            Net Income ........................         (6,880)         10,580          1,139         26,856

            Basic Net Income (Loss) Per Share .       $   (.52)       $    .90       $    .09       $   2.45
                                                                                                    
            Diluted Net Income (Loss) Per Share       $   (.52)       $    .86       $    .08       $   2.34
</TABLE>

            For purposes of these pro forma operating results, the acquired
            in-process R&D was assumed to have been written off prior to October
            27, 1996, so that the operating results presented include only
            recurring costs.

    3.      INVENTORIES

            Inventories are stated at the lower of cost, first-in, first-out
            (FIFO), or market and consist of the following (in thousands):

                                                      August 1,      October 25,
                                                         1998            1997
                                                      ---------      -----------
            Raw Materials...........................   $27,861         $16,728
            Work-in-process.........................    38,001          29,272
                                                       -------         -------
                                                       $65,862         $46,000
                                                       =======         =======


                                       9




<PAGE>   11

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

            4.      LINES OF CREDIT

   
            The Company's $400 million Credit Facility is pursuant to an Amended
            and Restated Revolving Credit Agreement, as amended. The Credit 
            Facility provides for direct borrowings or letters of credit for
            up to $400 million and expires January 8, 2002. Borrowings under the
            Credit Facility bear interest, at the Company's option, at either:
            (i) the Eurodollar Rate plus the Applicable Eurodollar Rate Margin
            (both as defined in the Credit Facility) ranging between .5% and
            1.1375%, based on certain financial ratios of the Company, or (ii)
            the Base Rate (as defined in the Credit Facility). The Company is
            required to pay a quarterly commitment fee ranging from .2% to .375%
            per annum, based on certain financial ratios of the Company, of the
            unused commitment under the Credit Facility. At August 1, 1998,
            borrowings of $160,000,000 were outstanding under the Credit
            Facility at a weighted average interest rate of 6.75%.
    
   
            The Credit Facility places several restrictions on the Company,
            including limitations on mergers, acquisitions and sales of a
            substantial portion of its assets, as well as certain limitations on
            liens, guarantees, additional borrowings, changes in the Company's
            capitalization, as defined, and investments. The Credit Facility
            also requires the Company to maintain certain financial covenants,
            including, among other things, minimum levels of consolidated net
            worth, a maximum ratio of consolidated funded debt to EBITDA,
            maximum capital expenditures and minimum interest coverage, as
            defined, during the term of the Credit Facility. The Company
            received waivers of defaults with respect to certain of its loan
            covenants for the four quarter period ended August 1, 1998. For
            information with respect to certain "Subsequent Events", see Note 9
            to Consolidated Condensed Financial Statements.
    

            The Company has a line of credit arrangement with a Malaysian bank
            denominated in Malaysian ringgits and U.S. dollars for aggregate
            borrowings of $3.4 million for the purpose of acquiring land,
            facilities and equipment for the Company's Malaysian subsidiary. The
            arrangement is renewable annually. At August 1, 1998, there were no
            amounts outstanding under this arrangement.





                                       10


<PAGE>   12


                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

    5.      LONG TERM DEBT

                                                         August 1,   October 25,
                                                           1998          1997
                                                         ---------   -----------
                                                             (In thousands)

            Loan agreements in connection with 
            the expansion of a building. The 
            loans bear interest at rates from 1% 
            to 7% through March, 2011 and are 
            collateralized by property and an 
            irrevocable letter of credit. 
            Payments of principal and interest 
            are due quarterly .........................  $    755     $    820
            Revolving credit agreement (Note 4) .......   160,000      100,000
            9 1/2 Senior Subordinated Notes
            due 2008, net of discount .................   199,337           --
            Obligations under capital leases ..........    11,290       13,960
                                                         --------     --------
                                                          371,382      114,780
              Less - Current portion ..................     4,484        5,064
                                                         --------     --------
                                                         $366,898     $109,716
                                                         ========     ========

            On May 18, 1998, the Company sold $200.0 million aggregate principal
            amount of its 9-1/2% Senior Subordinated Notes due 2008 (the
            "Notes") to certain purchasers. The purchasers subsequently resold
            the Notes to "qualified institutional buyers" in reliance upon Rule
            144A under the Securities Act of 1933, as amended (the "Securities
            Act"), and offshore purchasers pursuant to Rule 904 of Regulation S
            under the Securities Act. The Notes were so resold at a price equal
            to 99.66% of their principal amount.

            Interest on the Notes is payable semiannually on each June 15 and
            December 15, commencing December 15, 1998. The Notes are redeemable
            at the option of the Company, in whole or in part, at any time on or
            after June 15, 2003, at 104.75% of their principal amount, plus
            accrued interest, with such percentages declining ratably to 100% of
            their principal amount, plus accrued interest. At any time on or
            prior to June 15, 2001 and subject to certain conditions, up to 35%
            of the aggregate principal amount of the Notes may be redeemed, at
            the option of the Company, with the proceeds of certain equity
            offerings of the Company at 109.50% of the principal amount thereof,
            plus accrued interest. In addition, at any time prior to June 15,
            2003, the Company may redeem the Notes, at its option, in whole or
            in part, at a price equal to the principal amount thereof, together
            with accrued interest, plus the Applicable Premium (as defined in
            the Indenture governing the Notes).

            The Notes are guaranteed, on a senior subordinated basis, by each of
            the Company's U.S. Restricted Subsidiaries (as defined in the
            Indenture) (the "Guarantors"). The net proceeds received by the
            Company from the issuance and sale of the Notes, approximately
            $193,820 million, was used to repay outstanding indebtedness under
            the Amended Credit Facility previously incurred to, among other
            things, finance the Acquisitions. The Indenture under that which the
            Notes were issued (the "Indenture") imposes certain limitations on
            the ability of the Company, its subsidiaries and, in certain
            circumstances, the Guarantors, to, among other things, incur
            indebtedness, pay dividends, prepay subordinated indebtedness,
            repurchase capital stock, make investments, create liens, engage in
            transactions with stockholders and affiliates, sell assets and
            engage in mergers and consolidations.


                                       11





<PAGE>   13

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

    6.      RESTRUCTURING AND OTHER NON-RECURRING CHARGES

            On April 6, 1998, the Company announced the planned consolidation of
            its two East Coast quick-turn prototype facilities into the larger
            of the two facilities located at Haverhill, MA. The Company incurred
            and recorded in the fiscal quarter ended May 2, 1998 non-recurring
            charges in connection with the consolidation totaling $5.9 million.
            The component of this charge classified as restructuring-related met
            the criteria set forth in Emerging Issues and Task Force Issue
            ("EITF") 94-3, "Liability Recognition for Certain Employee
            Termination Benefits and Other Costs to Exit an Activity (including
            Certain Costs Incurred in a Restructuring)." Non-recurring costs
            include costs associated with the abandonment of assets at one of
            the facilities. On July 31, 1998, the Company announced a limited
            restructuring of its workforce, which reduced the Company's
            workforce by approximately 3%. This restructuring was in addition to
            the consolidation of the East Coast Tech Center Facilities. The cost
            of this limited restructuring is comprised of severance and related
            benefits for the terminated employees. As of August 1, 1998 the
            Company has recorded a liability for both restructurings totaling
            $2.5 million, which relates to severance and other payroll related
            costs, as well as lease termination costs. The components of the
            restructuring and other non-recurring costs during the nine months
            ended August 1, 1998 are as follows:

<TABLE>
<CAPTION>
                                                                        East Coast
                                                                         Facility       Company-wide
                                                                      Consolidation    Restructuring         Total
                                                                      -------------    -------------        ------
                                                                                    (Amount in thousands)

            <S>                                                           <C>              <C>              <C>   
            Loss on abandonment of assets ...........................     $1,965           $   --           $1,965

            Severance benefits and associated legal costs ...........        129            1,105            1,234

            Lease termination loss ..................................      1,336               --            1,336
                                                                          ------           ------           ------
            Total Restructuring Charges .............................      3,430            1,105            4,535

            Other Non-recurring Charges .............................      2,517               --            2,517
                                                                          ------           ------           ------

            Total Restructuring and Other Charges ...................     $5,947           $1,105           $7,052
                                                                          ======           ======           ======
</TABLE>

            Included in the restructuring and other charges is $2.5 million,
            which represents the write-down of existing assets to their net
            realizable value, in accordance with SFAS 121, "Accounting for the
            Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed
            Of ."

    7.      LEGAL PROCEEDINGS AND CLAIMS

            The Company is one of 33 entities which have been named as
            potentially responsible parties in a lawsuit pending in the federal
            district court of New Hampshire concerning environmental conditions
            at the Auburn Road, Londonderry, New Hampshire landfill site. Local,
            state and federal entities and certain other parties to the
            litigation seek contribution for past costs, totaling approximately
            $20 million, allegedly incurred to assess and remediate the Auburn
            Road site. In December 1996, following publication and comment
            period, the EPA amended the ROD to change the remedy at the Auburn
            Road site from active groundwater remediation to future monitoring.
            Other parties to the


                                       12



<PAGE>   14

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

            LEGAL PROCEEDINGS AND CLAIMS (CONTINUED)

            lawsuit also allege that future monitoring will be required. The
            Company is contesting liability, but is participating in mediation
            with 27 other parties in an effort to resolve the lawsuit.

            In connection with a Florida lawsuit pending in the Circuit Court
            for Broward County, Florida (the "Florida Lawsuit"), each of Hadco
            and Gould, Inc., another prior lessee of the site of the printed
            circuit manufacturing facility in Florida, was served with a
            third-party complaint in June 1995, as third-party defendants in
            such pending Florida Lawsuit by a party who had previously been
            named as a defendant when the Florida Lawsuit was commenced in 1993
            by the FDEP. The Florida Lawsuit seeks damages relating to
            environmental pollution and FDEP costs and expenses, civil
            penalties, and declaratory and injunctive relief to require the
            parties to complete assessment and remediation of soil and
            groundwater contamination. The other parties include alleged owners
            of the property and Fleet Credit Corporation, a secured lender to a
            prior lessee of the property.

            In March 1993, the EPA notified Hadco Santa Clara (formerly Zycon)
            of its potential liability for maintenance and remediation costs in
            connection with a hazardous waste disposal facility operated by
            Casmalia Resources, a California Limited Partnership, in Santa
            Barbara County, California. The EPA identified Hadco Santa Clara as
            one of the 65 generators which had disposed the greatest amounts of
            materials at the site. Based on the total tonnage contributed by all
            generators, Hadco Santa Clara's share is estimated at approximately
            0.2% of the total weight.

            The Casmalia site was regulated by the EPA during the period when
            the material was accepted. There is no allegation that Hadco Santa
            Clara violated any law in the disposal of material at the site,
            rather the EPA's actions stemmed from the fact that Casmalia
            Resources may not have the financial means to implement a closure
            plan for the site and because of Hadco Santa Clara's status as a
            generator of hazardous waste.

            In June 1997, the United States District Court in Los Angeles,
            California approved and entered a Consent Decree among the EPA and
            49 entities (including Hadco Santa Clara) acting through the
            Casmalia Steering Committee (CSC). The Consent Decree sets forth the
            terms and conditions under which the CSC will carry out work aimed
            at final closure of the site. Certain closure activities will be
            performed by the CSC. Later work will be performed by the CSC, if
            funded by other parties. Under the Consent Decree, the settling
            parties will work with the EPA to pursue the non-settling parties to
            ensure they participate in contributing to the closure and long-term
            operation and maintenance of the facility.

            The EPA will continue as the lead regulatory agency during the final
            closure work. Because long-term maintenance plans for the site will
            not be determined for a number of years, it has not yet been decided
            which regulatory agency will oversee this phase of the work plan or
            how the long-term costs will be funded. However, the agreement
            provides a mechanism for ensuring that an appropriate federal, state
            or local agency will assume regulatory responsibility for long-term
            maintenance.

            The future costs in connection with the lawsuits described in the
            preceding paragraphs are currently indeterminable due to such
            factors as the unknown timing and extent of any future remedial
            actions which may be required, the extent of any liability of the
            Company and of other potentially responsible parties, and the
            financial resources of the other potentially responsible parties.



                                       13



<PAGE>   15

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

            LEGAL PROCEEDINGS AND CLAIMS (CONTINUED)

            On March 27, 1998, the Company received a written notice from legal
            counsel for the Lemelson Medical, Education & Research Foundation
            Limited Partnership (the "Lemelson Partnership"), alleging that the
            Company is infringing certain patents held by the Lemelson
            Partnership and offering to license such patents to the Company. The
            ultimate outcome of this matter is not currently determinable, and
            there can be no assurance that the outcome of this matter will not
            have a material adverse effect upon the Company's business,
            financial condition and results of operations. Litigation with
            respect to patents and other intellectual property matters can
            result in substantial damages, require the cessation of the
            manufacture, use and sale of infringing products and the use of
            certain processes, or require the infringing party to obtain a
            license to the relevant intellectual property.

            On January 12, 1998, Hadco Santa Clara (formerly Zycon) received
            notice of the filing of a lawsuit, before the Superior Court (County
            of Santa Clara, California), against it by Jackie Riley, Keith Riley
            and Richard Riley for damages (including punitive damages) for
            alleged injuries suffered, including Richard Riley's cancer, as a
            result of the alleged emission at a Zycon facility of effluent from
            allegedly toxic and hazardous chemical substances. Because this
            matter is at an early stage, the Company believes it cannot assess
            the potential range of damages that might be awarded should the
            plaintiffs prevail.




                                       14




<PAGE>   16

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

     8. SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                   (UNAUDITED)
   
<TABLE>
<CAPTION>
                                                                               As of August 1, 1998
                                                     ----------------------------------------------------------------------------
                                                      Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                     Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                     ------------   -------------   -----------      -----------     ------------
                                                                                   (In Thousands)

<S>                                                   <C>              <C>            <C>             <C>              <C>     
                                                               ASSETS

Current Assets:
    Cash and cash equivalents .....................   $   1,499        $ 1,939        $  1,495        $      --        $  4,933
    Accounts receivable, net ......................      49,848          6,424          48,085               --         104,357
    Inventories ...................................      23,280          6,824          35,758               --          65,862
    Deferred tax asset ............................       3,473             --          11,983               --          15,456
    Prepaid and other current assets ..............       9,301            265           6,502               --          16,068
                                                      ---------        -------        --------        ---------        --------
       Total current assets .......................      87,401         15,452         103,823               --         206,676
Property, Plant and Equipment, net ................     139,415         49,956         133,713               --         323,084
Intercompany Receivable ...........................          --            118         105,246         (105,364)             --
Investments in Subsidiaries .......................      19,438             --         268,231         (287,669)             --
Acquired Intangible Assets, net ...................     194,442             --              --               --         194,442
Other Assets ......................................       2,205            243           7,152               --           9,600
                                                      ---------        -------        --------        ---------        --------
                                                      $ 442,901        $65,769        $618,165        $(393,033)       $733,802
                                                      =========        =======        ========        =========        ========

                                              LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:
    Current portion of long-term debt .............   $   3,590        $    92        $    802        $      --        $  4,484
    Accounts payable ..............................      28,610          5,699          30,864               --          65,173
    Intercompany payable ..........................      66,154         39,210              --         (105,364)             --
    Accrued payroll and other employee
    benefits ......................................       3,319            151          22,477               --          25,947
    Accrued taxes .................................      14,317            119         (12,817)              --           1,619
    Other accrued expenses ........................       2,473            132          15,635               --          18,240
                                                      ---------        -------        --------        ---------        --------
       Total current liabilities ..................     118,463         45,403          56,961         (105,364)        115,463
Long Term Debt, net of current portion ............       6,036            315         360,547               --         366,898
Deferred Tax Liability ............................      50,785             --             883               --          51,668
Other Long Term Liabilities .......................          --             --           9,192               --           9,192
Stockholders' Investment:
    Common stock, $0.05 par value;
       Authorized - 50,000 shares
       Issued and outstanding - 13,321
       in 1998 ....................................          11         29,654             667          (29,665)            667
    Paid-in capital ...............................     400,616             --         173,338         (400,616)        173,338
    Deferred compensation .........................          --             --             (59)              --             (59)
    Retained earnings .............................    (133,010)        (9,603)         16,636          142,612          16,635
                                                      ---------        -------        --------        ---------        --------
       Total stockholders' investment .............     267,617         20,051         190,582         (287,669)        190,581
                                                      ---------        -------        --------        ---------        --------
                                                      $ 442,901        $65,769        $618,165        $(393,033)       $733,802
                                                      =========        =======        ========        =========        ========
</TABLE>
    


                                       15





<PAGE>   17

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
                                   (Continued)

                      CONDENSED CONSOLIDATING BALANCE SHEET

<TABLE>
<CAPTION>
                                                                              As of October 25, 1997
                                                    ----------------------------------------------------------------------------
                                                     Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                    Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                    ------------   -------------   -----------      -----------     ------------
                                                                                  (In Thousands)

<S>                                                   <C>             <C>            <C>             <C>              <C>     
                                                               ASSETS

Current Assets:
    Cash and cash equivalents .................       $ (1,603)       $ 2,249        $ 11,525        $      --        $ 12,171
    Short-term investments ....................             --             --           1,562               --           1,562
    Accounts receivable, net ..................            145             56          92,021               --          92,222
    Inventories ...............................         11,229          5,116          29,655               --          46,000
    Deferred tax asset ........................             --             --          10,483               --          10,483
    Prepaid and other current assets ..........          2,271            113           1,861               --           4,245
                                                      --------        -------        --------        ---------        --------
       Total current assets ...................         12,042          7,534         147,107               --         166,683
Property, Plant and Equipment, net ............         67,525         33,462         130,503               --         231,490
Intercompany Receivable .......................         12,184             --             863          (13,047)             --
Investments in Subsidiaries ...................         23,435             --         142,560         (165,995)             --
Acquired Intangible Assets, net ...............        101,131             --              --               --         101,131
Other Assets ..................................            619          1,852             742               --           3,213
                                                      --------        -------        --------        ---------        --------
                                                      $216,936         42,848         421,775         (179,042)        502,517
                                                      ========        =======        ========        =========        ========

                                              LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:
    Current portion of long-term debt .........       $  4,215        $   104        $    745        $      --        $  5,064
    Accounts payable ..........................         21,608          4,745          42,241               --          68,594
    Intercompany payable ......................             --         13,047              --          (13,047)             --
    Accrued payroll and other employee
       benefits ...............................          5,693            225          22,361               --          28,279
    Accrued taxes .............................          3,880            269          (2,374)              --           1,775
    Other accrued expenses ....................          1,514             56           7,708               --           9,278
                                                      --------        -------        --------        ---------        --------
       Total current liabilities ..............         36,910         18,446          70,681          (13,047)        112,990
Long Term Debt, net of current portion ........          8,278            353         101,085               --         109,716
Deferred Tax Liability ........................         29,802             --             883               --          30,685
Other Long Term Liabilities ...................             --             --           9,214               --           9,214
Stockholders' Investment:
    Common stock, $0.05 par value;
       Authorized - 25,000 shares
       Issued and outstanding - 13,086
       in 1997 ................................             11         29,654             655          (29,665)            655
    Paid-in capital ...........................        212,474             --         168,246         (212,474)        168,246
    Deferred compensation .....................             --             --            (117)              --            (117)
    Retained earnings .........................        (70,539)        (5,605)         71,128           76,144          71,128
                                                      --------        -------        --------        ---------        --------
       Total stockholders' investment .........        141,946         24,049         239,912         (165,995)        239,912
                                                      --------        -------        --------        ---------        --------
                                                      $216,936        $42,848        $421,775        $(179,042)       $502,517
                                                      ========        =======        ========        =========        ========
</TABLE>



                                       16


<PAGE>   18

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
                                   (CONTINUED)

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    For the Three Months Ending August 1, 1998
                                                    ----------------------------------------------------------------------------
                                                     Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                    Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                    ------------   -------------   -----------      -----------     ------------
                                                                                  (In Thousands)

<S>                                                    <C>             <C>            <C>              <C>            <C>     
Net Sales ......................................       $94,699        $ 7,995         $98,698          $   --         $201,392
Cost of Sales ..................................        91,814          9,623          81,375              --          182,812
                                                       -------        -------         -------          ------         --------
    Gross Profit ...............................         2,885         (1,628)         17,323              --           18,580
Operating Expenses .............................         5,329            850          15,145              --           21,324
Restructuring and Other Non-Recurring                                                                              
    Charges ....................................            --             --           1,105              --            1,105
                                                       -------        -------         -------          ------         --------
    Income (Loss) From Operations ..............        (2,444)        (2,478)          1,073              --           (3,849)
Interest and Other Income ......................          (338)         1,049          (1,397)          1,150              464
Interest Expense ...............................          (251)            (8)         (7,776)             --           (8,035)
                                                       -------        -------         -------          ------         --------
    Income (Loss) Before Provision for                                                                             
    Income Taxes ...............................        (3,033)        (1,437)         (8,100)          1,150          (11,420)
Provision for Income Taxes .....................           302            161          (5,164)            161           (4,540)
Equity in income (loss) of subsidiary ..........        (2,748)            --          (4,933)          7,681               --
                                                       -------        -------         -------          ------         --------
    Net Income (Loss) ..........................       $(6,083)       $(1,598)        $(7,869)         $8,670         $ (6,880)
                                                       =======        =======         =======          ======         ========




<CAPTION>
                                                                    For the Nine Months Ending August 1, 1998
                                                    ----------------------------------------------------------------------------
                                                     Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                    Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                    ------------   -------------   -----------      -----------     ------------
                                                                                  (In Thousands)

<S>                                                   <C>              <C>            <C>              <C>            <C>     
Net Sales ......................................      $239,537         $25,273        $344,445         $    --        $609,255
Cost of Sales ..................................       214,572          25,735         274,570              --         514,877
                                                      --------         -------        --------         -------        --------
    Gross Profit ...............................        24,965            (462)         69,875              --          94,378
Operating Expenses .............................        12,773           2,686          45,176              --          60,635
Restructuring and Other Non-Recurring                                                                               
    Charges ....................................            --              --           7,052              --           7,052
Write-off of Acquired In-Process Research                                                                           
    and Development ............................        63,050              --              --              --          63,050
                                                      --------         -------        --------         -------        --------
    Income (Loss) From Operations ..............       (50,858)         (3,148)         17,647              --         (36,359)
Interest and Other Income ......................           483           1,661          (2,155)          1,852           1,841
Interest Expense ...............................          (642)           (398)        (13,289)             --         (14,329)
                                                      --------         -------        --------         -------        --------
    Income (Loss) Before Provision for                                                                              
    Income Taxes ...............................       (51,017)         (1,885)          2,203           1,852         (48,847)
Provision for Income Taxes .....................         7,457             260          (2,331)            260           5,646
Equity in income (loss) of subsidiary ..........        (3,997)             --         (60,619)         64,616              --
                                                      --------         -------        --------         -------        --------
    Net Income (Loss) ..........................      $(62,471)        $(2,145)       $(56,085)        $66,208        $(54,493)
                                                      ========         =======        ========         =======        ========
</TABLE>

                                       17

<PAGE>   19

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
                                   (CONTINUED)

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    For the Three Months Ending July 26, 1997
                                                    ----------------------------------------------------------------------------
                                                     Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                    Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                    ------------   -------------   -----------      -----------     ------------
                                                                                  (In Thousands)

<S>                                                   <C>              <C>            <C>              <C>            <C>     
Net Sales .....................................       $64,505          $10,171        $108,598         $    --        $183,274
Cost of Sales .................................        52,794            5,960          85,266              --         144,020
                                                      -------          -------        --------         -------        --------
    Gross Profit ..............................        11,711            4,211          23,332              --          39,254
Operating Expenses ............................         3,895            3,029          10,978              --          17,902
                                                      -------          -------        --------         -------        --------
    Income (Loss) From Operations .............         7,816            1,182          12,354              --          21,352
Interest and Other Income .....................            --               --            (781)          1,542             761
Interest Expense ..............................          (560)            (176)         (2,692)             --          (3,428)
                                                      -------          -------        --------         -------        --------
    Income (Loss) Before Provision for                                                               
    Income Taxes ..............................         7,256            1,006           8,881           1,542          18,685
Provision for Income Taxes ....................         3,572              216           3,312             216           7,316
Equity in income (loss) of subsidiary .........          (752)              --           4,474          (3,722)             --
                                                      -------          -------        --------         -------        --------
    Net Income (Loss) .........................       $ 2,932          $   790        $ 10,043         $(2,396)       $ 11,369
                                                      =======          =======        ========         =======        ========



<CAPTION>
                                                                     For the Nine Months Ending July 26, 1997
                                                    ----------------------------------------------------------------------------
                                                     Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                    Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                    ------------   -------------   -----------      -----------     ------------
                                                                                  (In Thousands)

<S>                                                   <C>              <C>            <C>              <C>            <C>     
Net Sales ......................................      $142,678         $15,991        $316,803         $    --        $475,472
Cost of Sales ..................................       117,592          11,770         242,016              --         371,378
                                                      --------         -------        --------         -------        --------
    Gross Profit ...............................        25,086           4,221          74,787              --         104,094
Operating Expenses .............................         9,314           4,282          33,547              --          47,143
Write-off of Acquired In-Process Research                                                                          
    and Development ............................        78,000              --              --              --          78,000
                                                      --------         -------        --------         -------        --------
    Income (Loss) From Operations ..............       (62,228)            (61)         41,240              --         (21,049)
Interest and Other Income ......................             5              --              49           1,935           1,989
Interest Expense ...............................        (1,585)           (360)         (6,734)             --          (8,679)
                                                      --------         -------        --------         -------        --------
    Income (Loss) Before Provision for                                                                             
    Income Taxes ...............................       (63,808)           (421)         34,555           1,935         (27,739)
Provision for Income Taxes .....................         7,079             271          12,483             271          20,104
Equity in income (loss) of subsidiary ..........        (2,627)             --         (71,579)         74,206              --
                                                      --------         -------        --------         -------        --------
    Net Income (Loss) ..........................      $(73,514)        $  (692)       $(49,507)        $75,870        $(47,843)
                                                      ========         =======        ========         =======        ========
</TABLE>

                                       18



<PAGE>   20

                       HADCO CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
                                   (CONTINUED)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

   

<TABLE>
<CAPTION>
                                                                     For the Nine Months Ending August 1, 1998
                                                    ----------------------------------------------------------------------------
                                                     Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                    Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                    ------------   -------------   -----------      -----------     ------------
                                                                                  (In Thousands)

<S>                                                   <C>            <C>             <C>              <C>             <C>     
Net cash provided by (used in) operating
    activities ................................       $(17,329)      $ (7,383)       $  56,669        $ 1,592         $  33,549
                                                      --------       --------        ---------        -------         ---------
                                                                                                                   
Cash Flows from Investing Activities:                                                                              
    Purchase of short-term investments ........             --             --           (2,020)            --            (2,020)
    Maturities of short-term investments ......             --             --            3,582             --             3,582
    FSC dividend ..............................             --         (1,852)           1,852             --                --
    Purchase of property, plant and                                                                                
    equipment .................................        (17,637)       (18,940)         (32,296)            --           (68,873)
    Investments in subsidiaries ...............            727          1,852             (987)        (1,592)               --
    Acquisition of Continental Circuits .......             --             --         (192,532)            --          (192,532)
                                                      --------       --------        ---------        -------         ---------
        Net cash used in investing                                                                                 
        activities ............................        (16,910)       (18,940)        (222,401)        (1,592)         (259,843)
                                                      --------       --------        ---------        -------         ---------
                                                                                                                   
Cash Flows from Financing Activities:                                                                              
    Principal payments of long-term debt ......        (38,302)           (51)        (207,360)            --          (245,713)
    Net proceeds from issuance of                                                                                  
    long-term debt ............................             --             --          459,665             --           459,665
    Proceeds from exercise of stock                                                                                
    options ...................................             --             --              770             --               770
    Tax benefit from exercise of options ......             --             --            1,742             --             1,742
    Proceeds from the sale of common                                                                               
    stock .....................................             --             --            2,592             --             2,592
    Intercompany payable ......................         75,643         26,064         (101,707)            --                --
                                                      --------       --------        ---------        -------         ---------
        Net cash (used in) provided by                                                                             
        financing activities ..................         37,341         26,013          155,702             --           219,056
                                                      --------       --------        ---------        -------         ---------
                                                                                                                   
Net Increase (Decrease) in Cash and                                                                                
    Cash Equivalents ..........................          3,102           (310)         (10,030)            --            (7,238)
Cash and Cash Equivalents, Beginning                                                                               
    of Period .................................         (1,603)         2,249           11,525             --            12,171
                                                      --------       --------        ---------        -------         ---------
Cash and Cash Equivalents, End of Period ......       $  1,499       $  1,939        $   1,495        $    --         $   4,933
                                                      ========       ========        =========        =======         =========
</TABLE>
    


                                       19



<PAGE>   21

                       HADCO CORPORATION AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

       SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
                                   (CONTINUED)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     For the Nine Months Ending July 26, 1997
                                                    ----------------------------------------------------------------------------
                                                     Guarantor     Non-Guarantor      Parent        Elimination     Consolidated
                                                    Subsidiaries   Subsidiaries    Corporation        Entries           Total
                                                    ------------   -------------   -----------      -----------     ------------
                                                                                  (In Thousands)

<S>                                                   <C>             <C>            <C>               <C>             <C>     
Net cash provided by (used in) operating                                                            
    activities ................................       $ 35,218        $ 6,550        $ (16,517)        $ 1,664        $  26,915
                                                      --------        -------        ---------         -------        ---------
                                                                                                    
Cash Flows from Investing Activities:                                                               
    Maturities of short-term investments ......             --             --            9,401              --            9,401
    FSC dividend ..............................             --         (1,935)           1,935              --               --
    Purchase of property, plant and equipment .        (15,158)          (758)         (31,894)             --          (47,810)
    Investments in subsidiaries ...............         17,047             --          (15,383)         (1,664)              --
    Acquisition of Zycon Corporation ..........             --             --         (209,661)             --         (209,661)
                                                      --------        -------        ---------         -------        ---------
       Net cash used in investing activities ..          1,889         (2,693)        (245,602)         (1,664)        (248,070)
                                                      --------        -------        ---------         -------        ---------
                                                                                                    
Cash Flows from Financing Activities:                                                               
    Principal payments of long-term debt ......        (37,739)          (105)        (111,200)             --         (149,044)
    Proceeds from issuance of long-term debt ..          2,378         (2,378)         224,954              --          224,954
    Proceeds from exercise of stock options ...             --             --            1,178              --            1,178
    Tax benefit from exercise of options ......             --             --            5,041              --            5,041
    Proceeds from the sale of common stock ....         (1,115)            --          132,221              --          131,106
    Intercompany payable ......................         (1,115)            --            1,115              --               --
                                                      --------        -------        ---------         -------        ---------
       Net cash (used in) provided by                                                               
       financing activities ...................        (37,591)        (2,483)         253,309              --          213,235
                                                      --------        -------        ---------         -------        ---------
                                                                                                    
Net Increase (Decrease) in Cash and                                                                 
    Cash Equivalents ..........................           (484)         1,374           (8,810)             --           (7,920)
Cash and Cash Equivalents, Beginning of                                                             
    Period ....................................             --            104           32,682              --           32,786
                                                      --------        -------        ---------         -------        ---------
Cash and Cash Equivalents, End of Period ......       $   (484)       $ 1,478        $  23,872         $    --        $  24,866
                                                      ========        =======        =========         =======        =========
</TABLE>




                                       20







<PAGE>   22

                       HADCO CORPORATION AND SUBSIDIARIES
       NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
                (INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

       SUPPLEMENTAL GUARANTOR CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
                                   (CONTINUED)

    Basis of presentation. In connection with the acquisition of Continental
    Circuits Corp., which was financed with approximately $184 million of
    borrowings from the Credit Facility, the Company on May 18, 1998 sold
    $200,000,000 aggregate principal amount of 9 1/2 % Senior Subordinated Notes
    due in 2008 (the Notes). The Notes are fully and unconditionally guaranteed
    on a senior subordinated basis, jointly and severally, by certain of the
    Company's direct wholly-owned domestic subsidiaries (the Guarantors). The
    Guarantors are Hadco Santa Clara, Inc., Hadco Phoenix, Inc., CCIR of Texas
    Corp., and CCIR of California Corp. The condensed consolidating financial
    statements of the Guarantors are presented above and should be read in
    connection with the Consolidated Financial Statements of the Company.
    Separate financial statements of the Guarantors are not presented because
    (i) the Guarantors are wholly-owned and have fully and unconditionally
    guaranteed the Notes on a joint and several basis and (ii) the Company's
    management has determined such separate financial statements are not
    material to investors and believes the condensed consolidating financial
    statements presented are more meaningful in understanding the financial
    position of the Guarantors.

    There are no significant restrictions on the ability of the Guarantors to
    make distributions to the Company.

9.  SUBSEQUENT EVENT

    On September 15, 1998 the Company amended its Credit Facility with the Third
    Amendment and Modification Agreement dated as of September 14, 1998. This
    most recent amendment to the Credit Facility, among other things, amended
    and added certain covenants, changed the available borrowing capacity under
    the Credit Facility from $400 million to the lesser of $300 million and the
    Borrowing Base and granted the banks a first priority mortgage and security
    interest in substantially all of the assets of each of the Company and the
    subsidiaries which are guarantors of the Credit Facility. The Borrowing Base
    is an amount, determined monthly (or more frequently in certain
    circumstances) by the Agent (as defined in the Credit Facility), equal to
    the sum of specified percentages of Eligible Accounts Receivable (domestic
    and foreign), domestic Eligible Inventory, Eligible Fixed Assets and a
    percentage, determined in the Agent's sole discretion, of Eligible Foreign
    Inventory, less certain Reserves (all as defined in the Credit Facility).
    Under this most recent amendment to the Credit Facility the Company is also
    required to pay a quarterly usage fee based on an Applicable Base Rate
    Usage Fee Margin and an Applicable Eurodollar Rate Usage Fee Margin (both as
    defined in the Credit Facility). The Credit Facility expires and all
    outstanding loans thereunder mature on January 8, 2002.

    The Credit Facility contains customary representations and warranties. The
    Credit Facility also contains extensive affirmative and negative covenants,
    including, among others, certain limits on the ability of the Company and
    its subsidiaries to incur indebtedness, create liens, make investments, pay
    dividends or other distributions, engage in mergers, consolidations,
    acquisitions or dispositions, enter into sale and leaseback transactions,
    enter into guarantees, prepay subordinated indebtedness, make capital
    expenditures or create any new series of capital stock or amend the terms of
    existing capital stock. The Credit Facility also requires the Company to
    maintain certain financial covenants, including maximum ratio of
    Consolidated Funded Debt to EBITDA, minimum interest coverage, minimum
    consolidated net worth and minimum fixed charge coverage. Certain financial
    covenants have been modified and others added under this most recent
    amendment to the Credit Facility, including an additional covenant with
    respect to a minimum ratio of 



                                       21




<PAGE>   23

    SUBSEQUENT EVENT (CONTINUED)

    EBITDA to Consolidated Total Interest Expense, which covenant terminates at
    the end of the Company's fiscal first quarter 1999, and a covenant limiting
    the amount of Capital Expenditures the Company and its subsidiaries may
    make, which covenant terminates at the end of the Company's fiscal fourth
    quarter 1999. The Credit Facility also contains customary events of default.
    The Company was in default as of the four quarter period ended August 1,
    1998 with respect to two of its financial covenants, which defaults have
    been waived by the Company's banks. See Note 4 to Consolidated Condensed
    Financial Statements.



                                       22



<PAGE>   24
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

    Except for the historical information contained herein, the matters
    discussed below or elsewhere in this quarterly report including, without
    limitation, "Environmental Matters," are forward-looking statements that
    involve risks and uncertainties. The Company makes such forward-looking
    statements under the provisions of the "Safe Harbor" section of the Private
    Securities Litigation Reform Act of 1995. Any forward-looking statements
    should be considered in light of the factors described below under "Factors
    That May Affect Future Results." Actual results may vary materially from
    those projected, anticipated or indicated in any forward-looking statements.
    In this quarterly report, the words "anticipates," "believes," "expects,"
    "estimates," "intends," "may," "future," "could," "will," and similar words
    or expressions (as well as other words or expressions referencing future
    events, conditions or circumstances) identify forward-looking statements.

    RESULTS OF OPERATIONS

    THIRD QUARTER

    Net sales for the third quarter of 1998 increased 9.9% over the same period
    in 1997. The increase resulted from several factors including the
    acquisition of Continental on March 20, 1998, which added $30.3 million to
    printed circuit and design net sales in the quarter, and an increase in
    backplane assembly net sales. Backplane assembly net sales increased 107.0 %
    due to higher product volume and shipments. Printed circuit net sales
    decreased due to lower production volume and shipments, and a 11.0% decrease
    in average pricing for the third quarter of 1998 over the same period in
    fiscal 1997. The shift towards printed circuits with more layers and greater
    densities partially offset the decrease in the volume of shipments and
    decrease in price. Net sales from backplane assemblies increased to 17.2% of
    net sales from 9.1% in the third quarter of 1997. The net sales increase for
    the third quarter of 1998 over the same period in 1997 was partially offset
    by the effects of a general slowdown in the broad electronics industry, the
    economic situation in Asia, inventory backlogs in the end user market,
    customer inventory adjustments and customer product transitions.

   
    The gross profit margin decreased to 9.2% in the third quarter of 1998 from
    21.4% in the comparable period in fiscal 1997. Lower pricing on printed
    circuits caused gross margins to decrease by 9.3%. Lower capacity
    utilization from printed circuit operations caused margins to decrease by
    4.3%. The effect of lower overall gross margins from Hadco Santa Clara
    (formerly Zycon) and Hadco Phoenix (formerly Continental) operations caused
    margins to decrease by 2.0%. All of these decreases were partially offset by
    lower unit costs through improved production efficiencies resulting in an
    overall decrease in the gross margin of 12.2%. For additional information
    regarding the factors affecting gross margin please see "Factors That May
    Affect Future Results -- Risks Relating to Fluctuations in Quarterly
    Operating Results," "Factors That May Affect Future Results -- Dependence
    on Electronics Industry" and "Factors That May Affect Future Results -- 
    Risks Relating to the Acquisitions and the Company's Acquisition Strategy." 
    

    Operating expenses, as a percent of net sales, increased to 10.6% in the 
    third quarter of 1998 from 9.8% in the comparable period in fiscal 1997 due
    to increased goodwill and purchased intangibles amortization expenses from 
    the acquisition of Continental.

    On July 31, 1998, the Company completed a limited restructuring of its
    workforce, which reduced the Company's workforce by approximately 3%. This
    restructuring was in addition to the consolidation of the East Coast Tech
    Center Facilities. The cost of this limited restructuring is comprised of
    severance and related benefits for the terminated employees. Income from
    operations for the third quarter of 1998 was reduced by approximately $1.1
    million related to this limited restructuring. Additionally, the general
    economic slowdown in the broad electronics industry, the economic situation
    in Asia, inventory backlogs in the end user market, customer inventory
    adjustments and customer product transitions negatively affected net income
    for third quarter of 1998.


                                       23



<PAGE>   25
    THIRD QUARTER (CONTINUED)

    Interest income decreased in the third quarter of 1998 as compared to the
    third quarter of 1997 due to lower average cash balances available for
    investing. Interest expense increased in the third quarter of 1998 as
    compared to the third quarter of 1997, due to higher average outstanding
    debt balances for the third quarter of 1998 compared to the third quarter of
    1997 as a result of the Continental Acquisition.

    The Company includes in operating expenses charges for actual expenditures
    and accruals, based on estimates, for environmental matters. To the extent
    and in amounts Hadco believes circumstances warrant, it will continue to
    accrue and charge to operating expenses cost estimates relating to
    environmental matters.

    The Company believes the ultimate disposition of known environmental matters
    will not have a material adverse effect upon the liquidity, capital
    resources, business or consolidated financial position of the Company.
    However, one or more of such environmental matters could have a significant
    negative impact on the Company's consolidated financial results for a
    particular reporting period.

    The Company believes that excess capacity may exist in the printed circuit
    and electronic assembly industries. In addition, growth rates in the
    electronics industry as a whole have fluctuated historically. These factors
    could have a material adverse effect on future orders and pricing. However,
    the Company has historically needed to increase its manufacturing capacity
    to maintain and expand its market position, although the Company's
    manufacturing capacity needs could change at any time or times in the
    future. The Company also believes that the potential exists for a shortage
    of materials in the printed circuit and electronic assembly industries,
    which could have a material adverse effect on future unit costs. In response
    to such concerns, the Company engages in the normal industry practices of
    maintaining primary and secondary vendors and diversifying its customer
    base. There can be no assurances, however, that such measures will be
    sufficient to protect the Company against any shortages of materials.

    YEAR TO DATE

    Net sales for the nine months ended August 1, 1998 increased 28.1% over net
    sales for the nine months ended July 26, 1997. The increase resulted from
    several factors including the acquisitions of Zycon and Continental, which
    added $91.5 million to printed circuit net sales in the nine month period,
    and an increase in backplane assembly net sales (excluding these
    Acquisitions). Backplane assembly net sales increased due to higher
    production volume and shipments. Printed circuit net sales increased due to
    higher production volume and shipments and a shift towards products with
    more layers and greater densities. In addition, average pricing for printed
    circuits decreased 9.5% for the first nine months of fiscal 1998 over the
    same period in fiscal 1997. Net sales from backplane assemblies increased to
    15.2% of net sales from 10.7% in the first nine months of fiscal 1997. The
    net sales increase for the nine months ended August 1, 1998 over the same
    period in 1997 was partially offset by the effects of a general slowdown in
    the broad electronics industry, the economic situation in Asia, inventory
    backlogs in the end user market, customer inventory adjustments and customer
    product transitions.

    The gross profit margin decreased to 15.5% in the nine months ended
    August 1, 1998 from 21.9% in the comparable period in fiscal 1997. Lower
    pricing on printed circuits caused margins to decrease by 6.9%. Lower
    capacity utilization from printed circuit operations caused margins to
    decrease by 2.1%. The effect of lower overall gross margins from Hadco Santa
    Clara (formerly Zycon) and Hadco Phoenix (formerly Continental) operations
    caused margins to decrease by 1.8%. All of these decreases were partially
    offset by lower unit costs achieved through improved production efficiencies
    resulting in an overall decrease in the gross margin of 6.4%. For additional
    information regarding the factors affecting gross margin please see "Factors
    That May Affect Future Results -- Risks Relating to Fluctuations in
    Quarterly Operating Results," "Factors That May Affect Future Results --
    Dependence on Electronics Industry" and "Factors That May Affect Future
    Results -- Risks Relating to the Acquisitions and the Company's Acquisition
    Strategy." Operating expenses, as a percent of net sales, increased to 10.0%
    in the nine months ended August 1, 1998 from 9.9% in the comparable period
    in fiscal 1997, due to goodwill and purchased intangibles amortization.




                                       24




<PAGE>   26
    YEAR TO DATE (CONTINUED)

    Income from operations for the nine months ended August 1, 1998 and July 26,
    1997, was reduced by $63 million and $78 million, respectively, due to
    non-recurring write-offs of acquired in-process research and development
    recorded in connection with the Continental and Zycon acquisitions. The
    remaining goodwill and purchased intangibles will be amortized over 12 to 30
    years, with an average amortization period of 17 years, which will reduce
    income from operations by approximately $3.1 million per fiscal quarter. In
    addition, income from operations for the nine months ended August 1, 1998
    was reduced by approximately $7.1 million for restructuring and other
    non-recurring charges related to the consolidation of the Company's East
    Coast Tech Center operations and limited restructuring of the Company's
    workforce. The limited restructuring reduced the Company's workforce by
    approximately 3%. Included in the restructuring and other charges is $2.5
    million, which represents the write-down of existing assets to their net
    realizable value, in accordance with SFAS 121, "Accounting for the
    Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of."
    See Note 6 of the Consolidated Condensed Financial Statements. Additionally,
    the general economic slowdown in the broad electronics industry, the
    economic situation in Asia, inventory backlogs in the end user market,
    customer inventory adjustments and customer product transitions negatively
    affected net income for the nine months ended August 1, 1998.

    Interest income decreased in the nine months ended August 1, 1998 as
    compared to the nine months ended July 26, 1997, due to lower daily average
    cash balances available for investing. Interest expense increased in the
    nine months ended August 1, 1998 as compared to the nine months ended July
    26, 1997, due to an increase in outstanding debt as a result of the
    acquisitions.

    INCOME TAXES

    In accordance with generally accepted accounting principles, the Company
    provides for income taxes on an interim basis, using its effective annual
    income tax rate. Although the Company has recorded a loss before income
    taxes in 1998 and 1997, the Company anticipates an effective annual income
    tax rate for fiscal 1998 of 39.75%, which is slightly less than the combined
    federal and state statutory rates. The effective rate was increased by
    amortization of goodwill which is not tax deductible, and was offset by the
    tax benefit of the Company's foreign sales corporation and various state
    investment tax credits. The effective tax rate for fiscal 1998 is based on
    current tax laws.

    LIQUIDITY AND CAPITAL RESOURCES

    At August 1, 1998, the Company had working capital of approximately $91.2
    million and a current ratio of 1.79, compared to working capital of
    approximately $53.7 million and a current ratio of 1.48 at October 25, 1997.
    Cash, cash equivalents and short-term investments at August 1, 1998 were
    approximately $4.9 million, a decrease of $8.8 million from approximately
    $13.7 million at October 25, 1997.

    In December 1997, the Company entered into a $400 million unsecured senior
    revolving credit loan facility with a group of banks, which amended and
    restated an existing credit facility (the "Credit Facility"). Interest on
    loans outstanding under the Credit Facility is, at the Company's option,
    payable at either (1) the Base Rate (as defined in the Credit Facility), or
    (2) the Eurodollar Rate, plus the Applicable Eurodollar Rate Margin (both as
    defined in the Credit Facility). As of August 1, 1998, the weighted average
    interest rate on loans outstanding under the Credit Facility was 6.75%. At
    August 1, 1998, $160 million was outstanding under the Credit Facility. The
    Credit Facility matures in January 2002. The Company was in default as of
    the four quarter period ended August 1, 1998 with respect to two of its
    financial covenants, which defaults have been waived by the Company's banks.

    On September 15, 1998, the Company amended its Credit Facility. The most
    recent amendment to the Credit Facility, among other things, amended and
    added certain covenants, changed the available borrowing capacity under the
    Credit Facility from $400 million to the lesser of $300 million and the
    Borrowing Base (as defined in the Credit Facility)



                                       25





<PAGE>   27
    LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)

    and granted the banks a first priority mortgage and security interest in
    substantially all of the assets of each of the Company and the subsidiaries
    which are guarantors of the Credit Facility. Under the most recent amendment
    to the Credit Facility, the Company is also required to pay a quarterly
    usage fee based on an Applicable Base Rate Usage Fee Margin and an
    Applicable Eurodollar Rate Usage Fee Margin. See Notes 4 and 9 to
    Consolidated Financial Statements.

    The Company believes its existing working capital and borrowing capacity,
    coupled with the funds generated from the Company's operations will be
    sufficient to fund its anticipated working capital, capital expenditure and
    debt payment requirements through calendar year 1999. Because the Company's
    capital requirements cannot be predicted with certainty, however, there is
    no assurance that the Company will not require additional financing during
    this period. There is no assurance that any additional financing will be
    available on terms satisfactory to the Company or not disadvantageous to the
    Company's security holders.

    DEBT OFFERING

    On May 18, 1998, the Company sold $200.0 million aggregate principal amount
    of its 9-1/2% Senior Subordinated Notes due 2008 (the "Notes") to certain
    purchasers. The purchasers subsequently resold the Notes to "qualified
    institutional buyers" in reliance upon Rule 144A under the Securities Act of
    1933, as amended (the "Securities Act"), and offshore purchasers pursuant to
    Rule 904 of Regulation S under the Securities Act. The Notes were so resold
    at a price equal to 99.66% of their principal amount. The Notes are
    guaranteed, on a senior subordinated basis, by each of the Company's U.S.
    Restricted Subsidiaries (as defined in the Indenture) (the "Guarantors").
    The net proceeds received by the Company from the issuance and sale of the
    Notes, approximately $193,820 million, was used to repay outstanding
    indebtedness under the Amended Credit Facility previously incurred to, among
    other things, finance the Acquisitions. The Indenture under which the Notes
    were issued (the "Indenture") imposes certain limitations on the ability of
    the Company, its subsidiaries and, in certain circumstances, the Guarantors,
    to, among other things, incur indebtedness, pay dividends, prepay
    subordinated indebtedness, repurchase capital stock, make investments,
    create liens, engage in transactions with stockholders and affiliates, sell
    assets and engage in mergers and consolidations.

    YEAR 2000 COMPLIANCE

    The Company has undertaken an internal assessment of its operations, from
    information and financial systems to each aspect of its manufacturing
    processes, in order to determine the extent to which the Company may be
    adversely affected by Year 2000 issues. This internal assessment is
    approximately 75% complete at present and the Company expects to finish the
    assessment process by its 1998 fiscal year end. To date, limited testing of
    systems has been performed. The Company may conduct further testing and/or
    an external audit following the conclusion of its internal assessment. To
    date approximately 1,500 hours of employee time has been devoted to Year
    2000 issues, and approximately $1.2 million has been expended in systems
    upgrades directly relating to Year 2000 issues. Present estimates for
    further expenditures of both employee time and expenses to address Year 2000
    issues are between 5,500 and 8,000 hours and between $1.0 million and $3.0
    million, respectively.

    The Company has also undertaken a survey of its suppliers' Year 2000
    compliance status and, to date, has received responses from approximately
    half of those surveyed, a majority of whom have certified they are
    compliant. Further, the Company has conferred with significant customers to
    assure that various systems used for data and information exchanges between
    them will be compatible following December 31, 1999. 





                                       26

<PAGE>   28


    YEAR 2000 COMPLIANCE (CONTINUED)

    Based on its assessments to date, the Company believes it will not
    experience any material disruption as a result of Year 2000 issues in
    internal manufacturing processes, information processing or interface with
    key customers, or with processing orders and billing. However, if certain
    critical third party providers, such as those supplying electricity, water
    or telephone service, experience difficulties resulting in disruption of
    service to the Company, a shutdown of the Company's operations at individual
    facilities could occur for the duration of the disruption. At present, the
    Company has not developed contingency plans but intends to determine whether
    to develop any such plan early in fiscal year 1999. There can be no
    assurance that Year 2000 issues will not have a material adverse effect on
    the Company's business, results of operation and financial condition.





                                       27





<PAGE>   29

    FACTORS THAT MAY AFFECT FUTURE RESULTS

    The Company operates in a changing environment that involves a number of
    risks, some of which are beyond the Company's control. The following
    discussion highlights some of these risks.

    DEPENDENCE ON ELECTRONICS INDUSTRY

    The Company's principal customers are electronics Original Equipment
    Manufacturers (OEMs) 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. These
    industry segments, and the electronics industry as a whole, are
    characterized by intense competition, relatively short product life-cycles
    and significant fluctuations in product demand. In addition, the electronics
    industry is generally subject to rapid technological change and product
    obsolescence. Discontinuance or modifications of products containing
    components manufactured by the Company could have a material adverse effect
    on the Company's business, financial condition and results of operations.
    Further, the electronics industry is subject to economic cycles and has in
    the past experienced, and is likely in the future to experience,
    recessionary periods. A recession or any other event leading to excess
    capacity or a downturn in the electronics industry would likely result in
    intensified price competition, reduced gross margins and a decrease in unit
    volume, all of which would have a material adverse effect on the Company's
    business, financial condition and results of operations.

    RISKS RELATING TO FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

    The Company's quarterly operating results have varied and may continue to
    fluctuate significantly from period to period, including on a quarterly
    basis. At times in the past, the Company's net sales and net income have
    decreased from the prior quarter. Operating results are affected by a number
    of factors, including the timing and volume of orders from and shipments to
    customers relative to the Company's manufacturing capacity, product and
    price competition, product mix, number of working days in a particular
    quarter, manufacturing process yields, the timing of expenditures in
    anticipation of future sales, raw material and component availability, the
    length of sales cycles, trends in the electronics industry and general
    economic factors. In recent years, the Company's gross margins have varied
    primarily as a result of capacity utilization, product mix, lead times,
    volume levels and complexity of customer orders. There can be no assurance
    that the Company will be able to manage the utilization of manufacturing
    capacity or product mix in a manner that will maintain or improve gross
    margins. The timing and volume of orders placed by the Company's customers
    vary due to customer attempts to manage inventory, changes in customers'
    manufacturing strategies and variation in demand for customer products. The
    Company's expense levels are relatively fixed and are based, in part, on
    expectations of future revenues. Consequently, if revenue levels are below
    expectations, this occurrence is likely to materially adversely affect the
    Company's business, financial condition and results of operations.

    RISKS RELATING TO VARIABILITY OF ORDERS FROM CUSTOMERS; BACKLOG

    The level and timing of orders placed by the Company's customers vary due to
    a number of factors, including customer attempts to manage inventory,
    changes in the customers' manufacturing strategies and variation in demand
    for customer products due to, among other things, technological changes, new
    product introductions, product life-cycles, competitive conditions or
    general economic conditions. Since the Company generally does not obtain
    long-term purchase orders or commitments from its customers, it must
    anticipate the future volume of orders based on discussions with its
    customers. A substantial portion of sales in a given quarter may depend on
    obtaining orders for products to be manufactured and shipped in the same
    quarter in which those orders are received. The Company relies on its
    estimate of anticipated future volumes 



                                       28



<PAGE>   30

    RISKS RELATING TO VARIABILITY OF ORDERS FROM CUSTOMERS; BACKLOG (CONTINUED)

    when making commitments regarding the level of business that it will seek
    and accept, the mix of products that it intends to manufacture, the timing
    of production schedules and the levels and utilization of personnel and
    other resources. A variety of conditions, both specific to the individual
    customer and generally affecting the customer's industry, may cause
    customers to cancel, reduce or delay orders that were previously made or
    anticipated. A significant portion of the Company's released backlog at any
    time may be subject to cancellation or postponement without penalty. The
    Company cannot assure the timely replacement of canceled, delayed or reduced
    orders. Significant or numerous cancellations, reductions or delays in
    orders by a customer or group of customers could materially adversely affect
    the Company's business, financial condition and results of operations.

    RISKS RELATING TO THE ACQUISITIONS AND THE COMPANY'S ACQUISITION STRATEGY

    On March 20, 1998, the Company acquired (the "Continental Acquisition") all
    of the outstanding capital stock of Continental Circuits Corp.
    ("Continental"), for approximately $188 million (including acquisition
    costs). On January 10, 1997, the Company acquired (the "Zycon Acquisition",
    and together with the Continental Acquisition, the "Acquisitions") all of
    the outstanding capital stock of Zycon Corporation ("Zycon"), for
    approximately $212 million (including acquisition costs). The Company has
    limited experience in integrating acquired companies or technologies into
    its operations. Therefore, there can be no assurance that the Company will
    operate the acquired businesses profitably in the future. The gross profit
    margins for Continental and Zycon for their respective fiscal years ended
    July 31, 1997 and December 31, 1996 were 18.2% and 15.7%, respectively. The
    gross profit margins for Hadco (not including Continental or Zycon) for its
    fiscal years ended October 26, 1996 and October 25, 1997 were 25.8% and 21.8
    %, respectively. As a result of the Acquisitions, the Company expects its
    gross profit margin will be lower in future fiscal quarters than has
    historically been the case. Operating expenses associated with the acquired
    businesses may have a material adverse effect on the Company's business,
    financial condition and results of operations in the future. In addition,
    shortly after the Continental Acquisition, one senior member of
    Continental's management left the Company. There can be no assurance that
    the Company will be able to retain key personnel at Continental.

    The Company may from time to time pursue the acquisition of other companies,
    assets, products or technologies. The Company may incur additional
    indebtedness and additional charges against earnings in connection with
    future acquisitions, and such incurrences could have a material adverse
    effect on the Company's business, financial condition and results of
    operations. See "Leverage" below. The Acquisitions involve a number of
    operating risks that could materially adversely affect the Company's
    operating results, including the diversion of management's attention to
    assimilate the operations, products and personnel of the acquired companies,
    the amortization of acquired intangible assets, and the potential loss of
    key employees of the acquired companies. Furthermore, acquisitions may
    involve businesses in which the Company lacks experience. There can be no
    assurance that the Company will be able to manage one or more acquisitions
    successfully, or that the Company will be able to integrate the operations,
    products or personnel gained through any such acquisitions without a
    material adverse effect on the Company's business, financial condition and
    results of operations.

    RISKS OF INABILITY TO MANAGE SIGNIFICANT GROWTH

    In fiscal 1997 and 1998, the Company has significantly expanded its
    operations, including geographically, which has placed, and will continue to
    place, significant demands on the Company's management, operational,
    technical and financial resources. The Acquisitions have intensified these
    demands. The


                                       29


<PAGE>   31

    RISK OF INABILITY TO MANAGE SIGNIFICANT GROWTH (CONTINUED)

    Company expects that expansion will require additional management personnel
    and the development of further expertise by existing management personnel.
    The Company's ability to manage growth effectively, particularly given the
    increasing scope of its operations, will require it to continue to implement
    and improve its operational, financial and management information systems as
    well as to further develop the management skills of its managers and
    supervisors and to train, motivate and manage its employees. The Company's
    failure to effectively manage future growth could have a material adverse
    effect on the Company's business, financial condition and results of
    operations. Competition for personnel is intense, and there can be no
    assurance that the Company will be able to attract, assimilate or retain
    additional highly qualified employees in the future, especially engineering
    personnel. The failure to hire and retain such personnel could have a
    material adverse effect on the Company's business, financial condition and
    results of operations.

    COMPETITION

    The electronic interconnect industry is highly fragmented and characterized
    by intense competition. The Company believes its major competitors are the
    large U.S. and international independent and captive producers that also
    manufacture multilayer printed circuits and provide backplane and other
    electronic assemblies. Some of these competitors have significantly greater
    financial, technical and marketing resources, greater name recognition and a
    larger installed customer base than the Company. In addition, these
    competitors may have the ability to respond more quickly to new or emerging
    technologies, may adapt more quickly to changes in customer requirements and
    may devote greater resources to the development, promotion and sale of their
    products than the Company.

    During periods of recession or economic slowdown in the electronics industry
    and other periods when excess capacity exists, electronics OEMs become more
    price sensitive, which could have a material adverse effect on interconnect
    pricing. In addition, the Company believes that price competition from
    printed circuit manufacturers in Asia and other locations with lower
    production costs may play an increasing role in the printed circuit markets
    in which the Company competes. This price competition from Asian printed
    circuit manufacturers may intensify as a result of economic turmoil,
    currency devaluations or financial market instability that many Asian
    countries are currently experiencing. Moreover, the Company's basic
    interconnect technology is generally not subject to significant proprietary
    protection, and companies with significant resources or international
    operations may enter the market. Increased competition could result in price
    reductions, reduced margins or loss of market share, any of which could
    materially adversely affect the Company's business, financial condition and
    results of operations.

    The demand for printed circuits has continued to be affected by the
    development of smaller, more powerful electronic components requiring less
    printed circuit area. Expansion of the Company's existing products or
    services could expose the Company to new competition. Moreover, new
    developments in the electronics industry could render existing technology
    obsolete or less competitive and could potentially introduce new competition
    into the industry. There can be no assurance that the Company will continue
    to compete successfully against present and future competitors or that
    competitive pressures faced by the Company will not have a material adverse
    effect on the Company's business, financial condition and results of
    operations.

    RISKS RELATING TO OPERATION OF MALAYSIA FACILITY AND ASIAN ECONOMIC TURMOIL

    Hadco Santa Clara (formerly Zycon) completed construction of a volume
    manufacturing facility for printed circuits in Malaysia in fiscal 1997.
    Hadco's management has no experience in operating foreign manufacturing
    facilities, and there can be no assurance that the Company will operate the
    new facility on a profitable basis. The Company believes that the Malaysian
    facility could incur operating losses in the future 




                                       30




<PAGE>   32

    RISKS RELATING TO OPERATION OF MALAYSIA FACILITY AND ASIAN ECONOMIC TURMOIL
    (CONTINUED)

    as a result of various factors, including, without limitation, operating
    inefficiencies and price competition for the products which the Company
    intends to produce at the facility. International operations are also
    subject to a number of risks, including unforeseen changes in regulatory
    requirements, exchange rates, tariffs and other trade barriers,
    misappropriation of intellectual property, currency fluctuations, and
    political and economic instability. Malaysia and other Asian countries have
    recently experienced economic turmoil and a significant devaluation of their
    local currencies. There can be no assurance that this period of Asian
    economic turmoil will not result in increased price competition, reduced
    sales by the Company's customers in Asia with a concomitant reduction in
    such customers' orders for the Company's products, restrictions on the
    transfer of funds overseas, employee turnover, labor unrest, the reversal of
    current policies encouraging foreign investment and trade, or other domestic
    Asian economic problems that could materially adversely affect the Company's
    business, financial condition or results of operations.

    RAPID TECHNOLOGICAL CHANGE, CONTINUING PROCESS DEVELOPMENT AND POTENTIAL
    PROCESS DISRUPTION

    The market for the Company's products and services is characterized by
    rapidly changing technology and continuing process development. The future
    success of the Company's business will depend in large part upon its ability
    to maintain and enhance its technological capabilities, develop and market
    products and services that meet changing customer needs and successfully
    anticipate or respond to technological changes, on a cost-effective and
    timely basis. In addition, the electronic interconnect industry in the
    future could encounter competition from new technologies that render
    existing electronic interconnect technology less competitive or obsolete,
    including technologies that may reduce the number of printed circuits
    required in electronic components. There can be no assurance that the
    Company will effectively respond to the technological requirements of the
    changing market. To the extent the Company determines that new technologies
    and equipment are required to remain competitive, the development,
    acquisition and implementation of such technologies and equipment are likely
    to continue to require significant capital investment by the Company. There
    can be no assurance that capital will be available for this purpose in the
    future or that investments in new technologies will result in commercially
    viable technological processes or that there will be commercial applications
    for these technologies. Moreover, the Company's business involves highly
    complex manufacturing processes that have in the past and could in the
    future be subject to periodic failure or disruption. Process disruptions can
    result in delays in certain product shipments, and there can be no assurance
    that failures or disruptions will not occur in the future. In addition, the
    Company has a large manufacturing facility in Santa Clara, California, an
    area of the United States that is subject to significant natural disasters,
    including earthquakes, fires and flooding. The loss of revenue and earnings
    to the Company from such a technological change, process development or
    process disruption, as well as any disruption of the Company's operations
    resulting from a natural disaster such as an earthquake, fire, flood or
    drought in California or other locations where the Company has facilities,
    could have a material adverse effect on the Company's business, financial
    condition and results of operations.

    CUSTOMER CONCENTRATION

    During the past several years, the Company's sales to a small number of its
    customers have accounted for a significant percentage of the Company's
    annual net sales. During fiscal 1995, 1996 and 1997, the Company's ten
    largest customers accounted for approximately 46%, 48% and 47% of net sales,
    respectively. In fiscal 1997, Solectron accounted for approximately 15% of
    the net sales of the Company. The Company generally does not obtain
    long-term purchase orders or commitments from its customers, and the orders
    received by the Company generally require delivery within 90 days. Given the
    Company's strategy of developing long-term purchasing relationships with
    high growth companies, the Company's dependence on


                                       31


<PAGE>   33

    CUSTOMER CONCENTRATION (CONTINUED)

    a number of its most significant customers may increase. There can be no
    assurance that the Company will be able to identify, attract and retain
    customers with high growth rates or that the customers that it does attract
    and retain will continue to grow. Although there can be no assurance that
    the Company's principal customers will continue to purchase products and
    services from the Company at current levels, the Company expects to continue
    to depend upon its principal customers for a significant portion of its net
    sales. The loss of or decrease in orders from one or more major customers
    could have a material adverse effect on the Company's business, financial
    condition and results of operations.

    MANUFACTURING CAPACITY

    The Company believes its long-term competitive position depends in part on
    its ability to increase manufacturing capacity. The Company may obtain such
    additional capacity through acquisitions or expansion of its current
    facilities. Either approach would require substantial additional capital,
    and there can be no assurance that such capital will be available from cash
    generated by current operations. Further, there can be no assurance that the
    Company will be able to acquire sufficient capacity or successfully
    integrate and manage such additional facilities. Although the Company has
    historically needed to increase its manufacturing capacity, the Company
    believes that excess capacity may exist in the printed circuit and
    electronic assembly industries. In addition, growth rates in the electronics
    industry as a whole have fluctuated historically. These factors could have a
    material adverse effect on future orders and pricing. The Company's
    expansion of its manufacturing capacity has significantly increased and will
    continue to significantly increase its fixed costs, and the future
    profitability of the Company will depend on its ability to utilize its
    manufacturing capacity in an effective manner. The failure to obtain
    sufficient capacity when needed or to successfully integrate and manage
    additional manufacturing facilities could adversely impact the Company's
    relationships with its customers and materially adversely affect the
    Company's business, financial condition and results of operations.

    ENVIRONMENTAL MATTERS

    The Company is subject to a variety of local, state and federal
    environmental laws and regulations relating to the storage, use, discharge
    and disposal of chemicals, solid waste and other hazardous materials used
    during its manufacturing process, as well as air quality regulations and
    restrictions on water use. When violations of environmental laws occur, the
    Company can be held liable for damages and the costs of remedial actions and
    can also be subject to revocation of permits necessary to conduct its
    business. Any such revocations could require the Company to cease or limit
    production at one or more of its facilities, which could have a material
    adverse effect on the Company's business, financial condition and results of
    operations. Moreover, the Company's failure to comply with present and
    future regulations could restrict the Company's ability to expand its
    facilities or could require the Company to acquire costly equipment or to
    incur other significant expenses to comply with environmental regulations.

    Environmental laws could become more stringent over time, imposing greater
    compliance costs and increasing risks and penalties associated with
    violation. The Company operates in several environmentally sensitive
    locations and is subject to potentially conflicting and changing regulatory
    agendas of political, business and environmental groups. Changes or
    restrictions on discharge limits, emissions levels, or material storage or
    handling might require a high level of unplanned capital investment and/or
    relocation. There can be no assurance that compliance with new or existing
    regulations will not have a material adverse effect on the Company's
    business, financial condition and results of operations.



                                       32




<PAGE>   34
    RISKS OF INABILITY TO OBTAIN RAW MATERIALS AND COMPONENTS

    Although the Company does not have guaranteed sources of raw materials and
    components utilized in its operations, it does have supply agreements with a
    limited number of key suppliers, and it routinely purchases raw materials
    and components from several material suppliers. Although alternative
    material suppliers are currently available, a significant unplanned event at
    a major supplier could have a material adverse effect on the Company's
    operations. Hadco Santa Clara has experienced shortages of certain types of
    raw materials in the past.

    The Company believes that the potential exists for shortages of materials in
    the printed circuit and electronic assembly industries, which could have a
    material adverse effect on the Company's manufacturing operations and future
    unit costs. Product changes and the overall demand for electronic
    interconnect products could increase the industry's use of new laminate
    materials, standard laminate materials, multilayer blanks, electronic
    components and other materials, and therefore such materials may not be
    readily available to the Company in the future.

    Electronic components used by the Company in producing backplane assemblies
    are purchased by the Company and, in certain circumstances, the Company may
    bear the risk of component price fluctuations. There can be no assurance
    that shortages of certain types of electronic components will not occur in
    the future. Component shortages or price fluctuations could have a material
    adverse effect on the Company's backplane assembly business, thereby
    materially adversely affecting the Company's business, financial condition
    and results of operations. To the extent that the Company's backplane
    assembly business expands as a percentage of the Company's net sales,
    component shortages and price fluctuations could, to a greater extent,
    materially adversely affect the Company's business, financial condition and
    results of operations.

    DEPENDENCE ON KEY PERSONNEL

    The Company's future success depends to a large extent upon the continued
    services of key managerial and technical employees. Most of the executive
    officers of the Company are bound by employment or non-compete agreements.
    The non-compete restrictions expire one year or, under certain
    circumstances, up to two years after the termination of the executive
    officer's employment with the Company. Certain other key employees of the
    Company also have employment or non-compete agreements. The loss of the
    services of any of the Company's key employees could have a material adverse
    effect on the Company. The Company believes that its future success depends
    on its continuing ability to attract and retain highly qualified technical,
    managerial and marketing personnel. Competition for such personnel is
    intense, especially for engineering personnel, and there can be no assurance
    that the Company will be able to attract, assimilate or retain such
    personnel. If the Company is unable to hire and retain key personnel, the
    Company's business, financial condition and results of operations may be
    materially adversely affected.

    INVESTMENTS IN INTELLECTUAL PROPERTY; INTELLECTUAL PROPERTY PROTECTION

    The Company's success depends in part on its proprietary techniques and
    manufacturing expertise, particularly in the area of complex multilayer
    printed circuits. As of August 1, 1998, the Company had capitalized
    approximately $194 million of acquired intangible assets, consisting
    primarily of developed technology, customer relationships and goodwill.
    These intangible assets are being amortized over lives ranging from 12 to 30
    years. The Company assesses the realizability and valuation of intangible
    assets based on the estimated cash flows to be generated by such assets.
    Based on its most recent analyses, the Company believes that no material
    impairment of intangible assets exists as of August 1, 1998. Impairment
    occurs when actual cash flows generated do not equal or exceed estimated
    cash flows. However, the estimated cash flows are based on assumptions the
    Company believes to be reasonable, but which are inherently uncertain and
    unpredictable. The Company's assumptions may be incomplete or inaccurate,
    and no assurance can be given that unanticipated events and circumstances
    will not occur. Accordingly, actual cash flows may vary from the projected
    cash flows. In such event, the Company may be required to write-off or
    write-down the value of assets which are impaired. Any such write-off or
    write-down may result in a material adverse effect on the financial
    condition and results of operations of the Company. See Note 2 of Notes to
    Consolidated Condensed Financial Statements.

    The Company has few patents and relies primarily on trade secret protection
    of its intellectual property. There can be no assurance that the Company
    will be able to protect its trade secrets or that others will not
    independently develop substantially equivalent proprietary information and
    techniques or otherwise gain access to the Company's trade secrets. In
    addition, litigation may be necessary to protect the Company's trade
    secrets, to determine the validity and scope of the proprietary rights of
    others or to defend against claims of patent infringement. If any
    infringement claim is asserted against the Company, the Company may seek to
    obtain a license of the other party's intellectual property rights. There is
    no assurance that a license would be available on reasonable terms or at
    all. 


                                       33



<PAGE>   35
    INVESTMENTS IN INTELLECTUAL PROPERTY; INTELLECTUAL PROPERTY PROTECTION 
    (CONTINUED)
    
    Litigation with respect to patents or other intellectual property matters
    could result in substantial costs and diversion of management and other
    resources and could have a material adverse effect on the Company's
    business, financial condition and results of operations.

    VOLATILITY OF STOCK PRICE

    The Company's Common Stock has experienced significant price volatility
    historically, and such volatility may continue to occur in the future.
    Factors such as announcements of large customer orders, order cancellations,
    new product introductions by the Company or competitors or general
    conditions in the electronics industry, as well as quarterly variations in
    the Company's actual or anticipated results of operations, may cause the
    market price of the Company's Common Stock to fluctuate significantly.
    Furthermore, the stock market has experienced extreme price and volume
    fluctuations in recent years, which has had a substantial effect on the
    market price for securities issued by many technology companies, often for
    reasons unrelated to the operating performance of the specific companies.
    These broad market fluctuations may materially adversely affect the price of
    the Company's Common Stock. There can be no assurance that the market price
    of the Company's Common Stock will not experience significant fluctuations
    in the future, including fluctuations that are unrelated to the Company's
    performance.

    LEVERAGE

    The Acquisitions and related debt financings have significantly increased
    the Company's debt service obligations. Although the Company's cash flow
    from operations has been sufficient to meet its debt service obligations in
    the past, there can be no assurance that the Company's operating results
    will continue to be sufficient for the Company to meet such obligations in
    the future. The Company's ability to comply with the terms of the Indenture
    and the Credit Facility, to make cash payments with respect to the Notes and
    under the Credit Facility and to satisfy its other debt obligations or to
    refinance any of such obligations will depend on the future performance of
    the Company, which in turn is subject to prevailing economic conditions and
    financial and other factors beyond its control. See Notes 4 and 9 to
    Consolidated Condensed Financial Statements and "Management's Discussion
    and Analysis of Financial Condition and Results of Operations -- Liquidity
    and Capital Resources."

    FORWARD-LOOKING STATEMENTS

    A number of the matters and subject areas discussed in this Form 10-Q that
    are not historical or current facts deal with potential future circumstances
    and developments. The discussion of such matters and subject areas is
    qualified by the inherent risks and uncertainties surrounding future
    expectations generally, and also may differ materially from the Company's
    actual future experience involving any one or more of such matters and
    subject areas. The Company has attempted to identify, in context, certain of
    the factors that it currently believes may cause actual future experience
    and results to differ from the Company's current expectations regarding the
    relevant matter or subject area. The operations and results of the Company's
    business also may be subject to the effect of other risks and uncertainties
    in addition to the relevant qualifying factors identified elsewhere in the
    foregoing "Factors That May Affect Future Results" section, including, but
    not limited to other risks and uncertainties described from time to time in
    the Company's reports filed with the Securities and Exchange Commission.




                                       34



<PAGE>   36
                                    SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
    registrant has duly caused this report to be signed on its behalf by the
    undersigned thereunto duly authorized.

                                           Hadco Corporation

   
    Date: October 13, 1998                 By: /s/ Timothy P. Losik
                                               ---------------------------------
                                               Timothy P. Losik
                                               Senior Vice President and  Chief
                                               Financial Officer (principal 
                                               financial officer and principal 
                                               accounting officer)







                                       35