-----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, A/azOcoGM+kIngOt05c+pe7FPNQf4QJ79nWThP132fzuYEm3m2x9eWxJvm3xgX10 LogIo/oVoLKzOGLN6wCPxg== 0000905148-98-000436.txt : 19980319 0000905148-98-000436.hdr.sgml : 19980319 ACCESSION NUMBER: 0000905148-98-000436 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980318 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: 98568245 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.1) ----------------------------------- 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.1. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (9) Letter to Shareholders, dated March 17, 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: March 18, 1998 By: /s/ Anthony J. Fant ------------------------------- Anthony J. Fant President and Chief Executive Officer Fant Industries Inc. EX-99.A.9 2 FANT INDUSTRIES INC. March 17, 1998 To Fellow Shareholders of HEI, Inc. As you know, we are offering to purchase 11.5% of the outstanding shares of HEI common stock at $8.00 per share in cash. Our offer represents a 25% PREMIUM over the closing price of the shares on March 16th and a 78% PREMIUM over the closing price on the day before our owner, Mr. Anthony J. Fant, began buying HEI shares in December. Upon completion of the offer, our group would own 29.6% of the outstanding shares of HEI. As we have said, we are making our offer in an effort to increase our ownership of HEI and gain control of the Board. In doing so, we are committed to putting HEI on the correct strategic path for growth. We are also committed to reforming a dilutive stock compensation system that has rewarded the Board and senior management in the face of poor operating results and stock market performance, including the dramatic decline of the stock price during 1997. Although certain obstacles must be removed before our offer can be completed, there are procedures available to HEI's Board of Directors to help remove them quickly. It is possible, however, that the Board will choose to stand in the way of our offer and your opportunity to take advantage of it. Indeed, the Board may spend the Company's money (that is to say, YOUR MONEY) on lawyers and bankers in trying to stop the offer. We believe that YOU, as shareholders of HEI, rather than HEI's Board of Directors, should have the power to decide whether our $8.00 per share cash tender offer is fair and in your best interest. TENDER YOUR SHARES NOW. Send a message to HEI's Board of Directors that this is YOUR COMPANY and YOUR CHOICE. The more shares tendered, the clearer the message. REMEMBER. The Fant Industries offer gives you: - An immediate 25% cash premium over the recent market price of the shares - An opportunity (in the event of proration) to be a part of our revitalization of HEI as we seek to put it on the correct strategic path towards a prosperous future This is not a solicitation of proxies. Any proxy solicitation that we may sponsor will be conducted only in accordance with applicable laws. We urge you to read our Offer to Purchase and the related materials carefully. If you need further information or any assistance in tendering your HEI shares, please contact: The Dealer Manager: The Information Agent: RJ STEICHEN & CO BEACON HILL PARTNERS, INC. (612) 341-6200 Toll-Free (800) 253-3814 or Collect (212) 843-8500 -----END PRIVACY-ENHANCED MESSAGE-----