-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CRBKmnXReF8dqLOwVvChjEKIki5ZkE4Avh5TL3E3qdAn3E2HHFY9YpyXociZcKt2 QN9jwnqhrdOKQSy8SA+ajg== 0000905148-98-000988.txt : 19980525 0000905148-98-000988.hdr.sgml : 19980525 ACCESSION NUMBER: 0000905148-98-000988 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980521 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEI INC CENTRAL INDEX KEY: 0000351298 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 410944876 STATE OF INCORPORATION: MN FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-33908 FILM NUMBER: 98630602 BUSINESS ADDRESS: STREET 1: 1495 STEIGER LAKE LN STREET 2: P O BOX 5000 CITY: VICTORIA STATE: MN ZIP: 55386 BUSINESS PHONE: 6124432500 MAIL ADDRESS: STREET 1: P O BOX 5000 STREET 2: 1495 STEIGER LAKE LANE CITY: VICTORIA STATE: MN ZIP: 55386 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FANT INDUSTRIES INC CENTRAL INDEX KEY: 0001056852 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 2154 HIGHLAND AVE CITY: BIRMINGHAM STATE: AL ZIP: 35205 BUSINESS PHONE: 2059331030 SC 14D1/A 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No.15) ----------------------- HEI, Inc. (Name of Subject Company) ----------------------- FANT INDUSTRIES INC. (Bidder) COMMON STOCK, PAR VALUE $0.05 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (Title of Class of Securities) ----------------------- 404160103 (CUSIP Number of Class of Securities) ----------------------- ANTHONY J. FANT PRESIDENT AND CHIEF EXECUTIVE OFFICER FANT INDUSTRIES INC. 2154 HIGHLAND AVENUE BIRMINGHAM, AL 35205 TELEPHONE: (205) 933-1030 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) Copies To: MICHAEL A. KING, ESQ. BROWN & WOOD LLP ONE WORLD TRADE CENTER NEW YORK, NY 10048-0557 TELEPHONE: (212) 839-5546 ----------------------- ============================================================================== Fant Industries Inc. hereby amends and supplements its Tender Offer Statement on Schedule 14D-1 (the "Statement") filed with the Securities and Exchange Commission on March 10, 1998 relating to its offer to purchase 11.5% of the outstanding shares of common stock, par value $0.05 per share, of HEI, Inc., a Minnesota corporation (together with the associated common stock purchase rights), as set forth in this Amendment No.15. ITEM 4) SOURCE AND AMOUNTOF FUNDS OR OTHER CONSIDERATION. Item 4 is hereby amended to add the following: On April 23, 1998, Mr. Fant signed a commitment letter (the"Commitment Letter") with National Bank of Commerce ("NBC") whereby NBC would make available up to $4 million in line of credit borrowings pursuant to the terms of a margin agreement (which has not, to date, been executed). The Commitment Letter, attached hereto as Exhibit (b) (3), is incorporated herein by reference. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (23) Press Release, dated May 21, 1998. (a) (24) Letter to Shareholders, dated May 21, 1998. (b) (3) Commitment Letter from National Bank of Commerce SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 21, 1998 FANT INDUSTRIES INC. By: /s/ Anthony J. Fant ------------------------ Anthony J. Fant President and Chief Executive Officer Fant Industries Inc. /s/ Anthony J. Fant ------------------------ Anthony J. Fant EX-1 2 Exhibit (a)(23) Fant Industries Inc. 2154 Highland Avenue Birmingham, Alabama 35205 Phone: (205) 933-1030 For further information contact: Anthony J. Fant (205) 933-1030 Richard Grubaugh Beacon Hill Partners (212) 843-8500 FOR IMMEDIATE RELEASE - --------------------- FANT INDUSTRIES EXTENDS OFFER FOR SHARES OF HEI, INC. - ----------------------------------------------------- NEW YORK, NEW YORK - May 21, 1998 -- The Fant Industries Inc. tender offer, proration period, and withdrawal rights have been extended and will expire on Monday, June 15, 1998 at 12:00 midnight New York City Time unless extended further. To date, approximately 1,568,000 shares of the Company's Common Stock have been tendered. R.J. Steichen & Co. is the Dealer Manager, and Beacon Hill Partners, Inc. is the Information Agent. EX-2 3 Exhibit (a)(24) FANT INDUSTRIES INC. 2154 Highland Avenue Birmingham, Alabama 35205 May 21, 1998 To Fellow Shareholders of HEI, Inc.: Two weeks ago we demanded a special meeting of shareholders, pursuant to our rights under Minnesota law. We have taken this step and the step of soliciting proxies to enable you directly to remove the obstacles to completion of our $8.00 per share cash tender offer. The Board has failed so far to set the meeting date. They have chosen instead to engage in a campaign of delay, and they have refused to act despite your overwhelming support for our offer. Apparently, they are satisfied with the Company's performance and believe that change is unnecessary. We want to consummate the offer now. We see a window of opportunity to initiate growth now. We are committed to the principle that these are matters for you to decide. To this end, we have sent the Board a second letter urging them to stop standing in the way of your decision. The Board itself has previously said that you, and not them, are the ones who should decide these issues. If they truly believe what they have said, they will hold the special meeting promptly and let you have your say and make your choice. Join us today in challenging the Board to hold the meeting promptly or explain their delay. If you have not already done so, we urge you to sign and mail the enclosed GREEN proxy card right away. No matter when the meeting is held, right now is the time for all shareholders to demand the cash premium and new leadership that we have offered. For our part, we will continue to do everything possible to promptly replace the current HEI Board with director nominees committed to delivering to you: * immediate value by completing the tender offer, and * long-term value by putting HEI on a path for earnings growth. If you have questions or need assistance in voting your shares, please call Beacon Hill Partners at (800) 755-5001. Anthony J. Fant FANT INDUSTRIES INC. EX-3 4 Exhibit(b)(3) National Bank of Commerce P.O. Box 10686 Birmingham, Alabama 35202 Robert B. Aland Senior Vice President April 3, 1998 Anthony J. Fant Via Fax 933-1040 Fant Broadcasting Company, Inc. 2154 Highland Avenue, South Birmingham, AL 35205 Dear Anthony: I appreciate your efforts to reach me while you were on the road this week, and am sorry that we were unable to speak. The following is a term sheet for your review which is designed to outline the general terms under which we propose to make available to you up to $4 million in line of credit borrowings. Of course, funding is subject to documentation satisfactory to NBC. BORROWER Anthony J. Fant or Fant Broadcasting Company, Inc. (with individual guarantee) AMOUNT Up to $4,000,000 PURPOSE Acquisition of stock of HEI, Inc. INTEREST RATE 30 or 90 day LIBOR + 1.50%, floating REPAYMENT Interest only payments due monthly COLLATERAL NBC Securities, Inc. account with the following stock: 475,000 shares of Paxson Communications Corp. 724,900 shares of HEI, Inc. (at closing) 467,886 shares of HEI, Inc. (added after Tender) Borrowing availability and terms will be governed by a Margin Agreement OTHER TERMS NBC requires that all outstanding borrowings under the line be secured at least 100% with Paxson stock (at market value), and at least 200% with Paxson and HEI stock (at market value). FINANCIAL STATEMENTS Annual financial statements on Anthony J. Fant and Fant Broadcasting, along with other supporting information as requested by NBC, will be provided. This commitment may be terminated by NBC prior to closing if documentation is not delivered and all conditions of this letter are not satisfied by April 30, 1998, or if there has occurred any change in the financial condition, operations or business prospects of the Borrowers that NBC, in its sole judgement, considers material adverse. If the terms and conditions outlined herein are satisfactory to you, please indicate your acceptance by signing below and returning the original to me by April 9, 1998. It has been a pleasure working with you and Steve. We appreciate the confidence you have placed in NBC, and look forward to working with you for years to come. With best regards, I am Very truly yours, Robert B. Aland Senior Vice President Accepted /s/ Anthony J. Fant ---------------------------- Anthony J. Fant EX-4 5 May 21, 1998 VIA ELECTRONIC FILING Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: HEI, Inc. --------- Ladies and Gentlemen: Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended, transmitted herewith for filing with the Securities and Exchange Commission is Amendment No. 15 to Schedule 14D-1 for Fant Industries Inc. Please direct any communications relating to this filing to the undersigned at (212) 839-5546. Very truly yours, Michael A. King -----END PRIVACY-ENHANCED MESSAGE-----