-----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, VxBnJ/vrZvMgaCzFlKENrdUjOtFDzsj3mxIku8k6Vst7Io7UFpWG0HdzKyzqTjFf CarAOBGCdVGMgXxtw8KnqA== 0000905148-98-001244.txt : 19980720 0000905148-98-001244.hdr.sgml : 19980720 ACCESSION NUMBER: 0000905148-98-001244 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980714 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: 98665991 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 T:\EDGAR\461782 =============================================================================== 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.26) 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.26. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (39) Press release, dated July 14, 1998. 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: July 14, 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-99 2 Exhibit (a) (39) 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, Inc. (212) 843-8500 FOR IMMEDIATE RELEASE - --------------------- FANT QUESTIONS MOTIVES OF KINNARD ANALYST - ----------------------------------------- NEW YORK, NEW YORK - July 14, 1998 - Anthony J. Fant, who is seeking board control of HEI, Inc. (Nasdaq: HEII), today questioned the motives of John G. Kinnard analyst, Clint Morrison, who has repeatedly and publicly criticized Fant's tender offer and efforts to gain control of HEI. Mr. Fant revealed that in a meeting with Morrison on March 31, 1998, Morrison chastised him for not hiring Morrison's firm as financial advisor in the tender offer. Mr. Fant had instead chosen J.G. Kinnard's cross-town rival, R.J. Steichen & Co. "This looks like a case of sour grapes," said Mr. Fant. "We regret it if Mr. Morrison has made this a personal issue. But R.J. Steichen appeared to offer the services we needed, and they have in fact done a great job." Mr. Fant said it was interesting to him that when he met with Morrison to seek his support, Morrison "agreed with all of our ideas for revitalizing HEI. Mr. Fant said he hopes that this will be the last word about all of this. "We just want to make sure the facts are known, " he said. "Again, we believe $9.00 per share is a very strong offer. We are bullish about HEI's future under our leadership, and we are absolutely committed to completing this tender offer as soon as possible," Mr. Fant concluded. -----END PRIVACY-ENHANCED MESSAGE-----