-----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, RAlpdHt5pb7n7AXtzOvSmWVy3M11mkYel0vEVdf00cu6K3JKEYA3rV8oQRjrNlq4 weBNYLYR9WstOM/YQBaGQA== 0000905148-98-000481.txt : 19980327 0000905148-98-000481.hdr.sgml : 19980327 ACCESSION NUMBER: 0000905148-98-000481 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980326 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: 98574673 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.3) -------------------------------- 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.3. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (11) Letter to Shareholders, dated March 25, 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 26, 1998 By: /s/ Anthony J. Fant ---------------------------- Anthony J. Fant President and Chief Executive Officer Fant Industries Inc. EX-99.A.11 2 Exhibit (a)(11) TENDER YOUR HEI SHARES TODAY AT $8.00 PER SHARE! DON'T BE MISLED BY AN ENTRENCHMENT-MOTIVATED BOARD HEI'S BOARD OF DIRECTORS SAYS...some of your shares may be returned to you since we are offering to purchase only a portion of the Company's stock. THE REALITY IS...the Board omitted to tell you that if that happens, you can have your cake and eat it too. That is, you get your $8.00 PER SHARE for the ones that are accepted. As for the ones you get back, you get a new Board committed to revitalizing HEI and making it a dynamic, growing company. By the way, if we buy all of your shares, you get a 78% PREMIUM over the stock's undisturbed price of $4.50 per share, which was the trading level in December before we started buying shares. IF YOU TENDER, YOU WIN EITHER WAY. WHO TRULY HAS YOUR INTERESTS AT HEART? THE BOARD SAYS...Anthony Fant doesn't deserve control of the Company if he owns only 30% upon completion of the tender offer. THE REALITY IS...the current directors collectively hold only about 2% of the Company's shares. So who has a greater interest in creating shareholder value? During the last 18 months, these directors have consistently sold their stock within days after they received it under a special stock compensation plan. What does this behavior suggest about their expectations for the Company's future? WHY DON'T YOU BUY T-BILLS INSTEAD? THE BOARD SAYS...they are proud of the $13.3 million in cash and short-term investments they have accumulated. THE REALITY IS...this hoarding of cash reflects a lack of vision and has resulted in a failure to participate in the industry's growth. Do you want nearly 50% of the Company's assets merely earning interest at Treasury bill and similar rates? As Mr. Fant has stated in the Saint Paul Pioneer Press, "I just don't think people bought this stock to invest in a Treasury bond fund." HOW LONG CAN THIS HOUSE OF CARDS STAND? THE BOARD SAYS...Fant is taking advantage of "recent setbacks." WELL... THERE THEY GO AGAIN. THE REALITY IS...the Company lost a customer that accounted for 55% of net sales in fiscal 1997. This is not a mere "setback," but the foreseeable consequence of a dangerously narrow customer base. In fact, for each of the past 5 years, a minimum of 64% of the Company's net sales have come from two or three customers. How long can this house of cards stand? WHY WOULD OUR DIRECTORS TELL US THESE THINGS? HOW ABOUT TO PROTECT THEIR BOARD SEATS AND STOCK COMPENSATION? In the face of poor operating performance and a resulting decline in the market value of the Company's stock, the current directors have continued to reward themselves through a stock option plan for directors only. Each year, they get options for 10,000 shares, regardless how well the Company does and regardless of what your stock does. In the last four years alone, they've gotten options for 160,000 shares. We strongly believe that, to create the right incentives, stock compensation should bear a close relationship to actual operating results and shareholder value. TENDER YOUR SHARES TODAY! FANT INDUSTRIES INC. March 25, 1998 March 25, 1998 A Message to Fellow Shareholders of HEI from Anthony J. Fant: I would like to take this opportunity to speak with you personally about who I am, why I have invested in HEI and why I would pay a premium to buy additional shares from you. I am a businessman from Birmingham, Alabama. I started in business in 1985 by building a single television station, and over the next 12 years I acquired, built or managed a number of additional underperforming or undeveloped television and radio stations in diverse areas of the country. We chose each business carefully, and after buying it we worked hard and took innovative steps to enhance and realize its true value. Now I own a number of businesses in diversified industries. I have recently invested more than $4.3 million in acquiring more than 18% of HEI's common stock and am by far the largest shareholder. Now I want to have a chance to lead the Board of Directors. I believe in HEI's future. I want to revitalize it and make it a dynamic, growing company. I obviously do not plan to, nor could I, micro-manage the design and manufacture of microelectronic devices or any other high technology products. The Company has plenty of talented, highly skilled people for this purpose as well as for other day-to-day operations. Yet the Company is missing one element that is essential for real growth, and that element is strategic leadership. This is what my group will bring to the Company. In short, we are committed to delivering (1) immediate value through the tender offer and (2) long term value by setting the Company on the correct strategic path for growth. Please don't let scare tactics keep you from tendering your shares. I have absolutely no intention of liquidating the Company's assets, laying off employees, moving operations out of Victoria, or otherwise disrupting the Company's operations. Instead, I want to work with, and not against, current management to enhance the Company's long-term growth prospects and increase shareholder value through carefully selected acquisitions, long-term investments for expansion, and diversification of the Company's customer base. Please tender your shares today for immediate value. I am personally committed to making every reasonable effort to complete our tender offer promptly! 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-----