-----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, UY0Eo9QWMuTgl1WXgaiMJMlp6zHChw/Lf6OSs0T2EB8HZ9im/v8eKzjEca1/bST9 Ae2mgkJzhmICQkE7RlwyPA== 0000905148-98-000456.txt : 19980323 0000905148-98-000456.hdr.sgml : 19980323 ACCESSION NUMBER: 0000905148-98-000456 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980320 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: 98570251 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.2) -------------------------------- 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.2. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (10) Tender Offer Information Script. 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 20, 1998 By: /s/ Anthony J. Fant ---------------------------- Anthony J. Fant President and Chief Executive Officer Fant Industries Inc. EX-99.A.10 2 Tender Offer Information Script Q: Why should I tender my shares? A: $8.00 $8.00 $8.00 You'll be getting a significant cash premium -- 25% over the recent market price and 78% over the undisturbed price (that is, the price before Mr. Fant began accumulating shares in December). Q: What if some of my shares don't get accepted in the tender offer (i.e., because of proration)? A: Then you'll still get a significant premium for those shares that are accepted and, if some of them are not accepted because of proration, they will be returned to you and you'll continue to own them. Furthermore, in the transaction you will pay no fees or commissions. Q: Who is Anthony Fant? A: Mr. Fant is by far the Company's largest shareholder. He currently owns about 18.1% of the outstanding shares. As are many investors, he is dissatisfied with the Company's performance and wants to put it on the correct strategic path for future growth. Q: What is his background? A: He's a businessman who built his first television station in 1985 and over the next 10 years created a group of television and radio stations in diverse areas of the country, including KQDS radio in Duluth, Minnesota. Now he owns a number of diversified businesses. Q: How can he possibly run a microelectronics business in Minnesota? A: He is not looking to bring in expertise in microelectronics. What he brings is his strategic leadership skills, developed over many years of business experience, that complement the operating experience of the current management. He is the missing piece that he hopes will allow the Company to become a dynamic growing company. Q: Are you sure he doesn't want to just bust up this company? A: He does not have any plans to liquidate the Company, bust it up or do anything else to disturb operations. His success has been based on turning around underperforming businesses -- not destroying them. He --- sees HEI as an opportunity to do the same - to use his talents as an innovative, strategic leader to revitalize the Company - and he has put his own money on the line and is willing to invest more. Q: Why is Mr. Fant offering to buy only 11.5%? A: Mr. Fant sees major advantages in keeping the Company public and does not want to own so much that the shares become illiquid. Plus, he thinks that a 30% cash equity investment gives him a direct interest in the performance of the Company and the return to shareholders. Q: What are Mr. Fant's plans? A: As the Company's largest shareholder by far, Mr. Fant wants to control the Company so that he can work from the inside to revitalize it and maximize shareholder value. This may include the initiation of a program to acquire strategically related businesses or taking other actions to put the Company's liquid assets to work for the benefit of all shareholders. Q: Why does Mr. Fant need control to implement his plans, and why does he deserve to have control? A: Mr. Fant has made a significant cash equity investment in the Company and does not have sufficient confidence in the current directors to allow his investment to sit in their hands and under their control. As a 30% shareholder, he would be 5 times more deserving than the current directors and management to control the Company since they collectively hold shares representing only about 6% of the Company. Who has a greater interest in providing shareholder return? Q: Does Mr. Fant intend to complete the offer? A: Absolutely. There are procedures available to the Board pursuant to which it can act promptly to help complete the offer. Without the Board's support, Mr. Fant still intends to act promptly to complete the offer with the help of the shareholders. -----END PRIVACY-ENHANCED MESSAGE-----