-----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, Nm1bhf6PVrEqqSNUTfMr7Oj4oDRFDe6wCLJ9Homzb0Qp/1vyQP/UbnzJ2mQd41p8 5aUSMvc8Alo1tkjmngM45Q== 0000905148-98-000590.txt : 19980331 0000905148-98-000590.hdr.sgml : 19980331 ACCESSION NUMBER: 0000905148-98-000590 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980330 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 13D/A SEC ACT: SEC FILE NUMBER: 005-33908 FILM NUMBER: 98579822 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 ANTHONY J CENTRAL INDEX KEY: 0001055933 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2154 HIGHLAND AVENUE CITY: BIRMINGHAM STATE: AL ZIP: 35205 BUSINESS PHONE: 205 933 1030 MAIL ADDRESS: STREET 1: 2154 HIGHLAND AVENUE CITY: BIRMINGHAM STATE: AL ZIP: 35205 SC 13D/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.4) and SCHEDULE 13D/*/ Under 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 ----------------------------------- /*/ This Statement is also being filed to satisfy the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, and shall constitute an amendment to the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 17, 1998 by Anthony J. Fant, as amended. ========================================================================== 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 5) PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER The press release dated March 30, 1998 is incorporated herein by reference. ITEM 10) ADDITIONAL INFORMATION On March 27, 1998, Fant Industries Inc. and Anthony J. Fant (the "Plaintiffs") filed a complaint against HEI, Inc. and its directors (the "Defendants") in the federal district court for the Northern District of Alabama. The complaint alleges violations of the Securities Exchange Act of 1934 (the "Exchange Act"), tortious interference, breach of fiduciary duty, and wantonness by the Defendants. The Plaintiffs allege that the Defendants have violated Sections 14(d)(4) and 14(e) of the Exchange Act in their Schedule 14D-9 filed on March 20, 1998 (including a related letter to shareholders on such date) by making untrue statements of material fact and omitting to state material facts necessary to make the statements, in the light of the circumstances under which they were made, not misleading. Specifically, it is alleged that the Defendants omitted to state, among other things, material information relating to HEI's performance, director stock compensation, and insider sales of stock prior to a dramatic decline in its price. The Plaintiffs assert that these fraudulent omissions and misstatements by the Defendants, if uncorrected, will cause irreparable harm to the Plaintiffs because a reasonable stockholder may reject an otherwise valid tender offer in reliance on these material omissions and misstatements. The Plaintiffs seek an injunctive order for the Defendants to issue full curative disclosure including a retraction of the misleading statements. The Plaintiffs also sought damages for tortious interference with the Plaintiffs' business relationships and for breaches of fiduciary duty and for declaratory relief with respect to Plaintiff's tender offer. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (12) Press Release, dated March 30, 1998. (a) (13) Press Release, dated March 30, 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 30, 1998 By: /s/ Anthony J. Fant ------------------------------- Anthony J. Fant President and Chief Executive Officer Fant Industries Inc. EX-12 2 Exhibit (a)(12) 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 INDUSTRIES FILES PROXY STATEMENT FOR CONTROL OF THE BOARD OF - ----------------------------------------------------------------- DIRECTORS OF HEI, INC. - ---------------------- NEW YORK, NEW YORK -- March 30, 1998 -- Fant Industries Inc. and its sole shareholder, Anthony J. Fant of Birmingham, Alabama, have announced the filing of a preliminary proxy statement with the Securities and Exchange Commission for a special meeting of shareholders of HEI, Inc. of Victoria, Minnesota. As an 18% shareholder of HEI, Mr. Fant has a state law right to require the Board to hold this meeting. The proxy solicitation comes after an $8.00 per share cash tender offer commenced by Fant Industries on March 10, 1998 to buy an additional 11.5% of the Common Stock of HEI (Nasdaq: HEII). Fant Industries stated that the purpose of the solicitation is to replace all members of the Board of Directors (other than HEI's President, Eugene Courtney) with four individuals nominated by Fant Industries, one of which will fill the currently vacant directorship. With 18% of HEI's shares already, Mr. Fant is by far the largest shareholder, and upon completion of the tender offer would own 29.5% of the outstanding shares. While the Board has questioned whether Mr. Fant deserves control of HEI with only 30% of the shares, Mr. Fant has noted that the current Board collectively owns only about 2% of the Company's outstanding shares, excluding unexercised options. Mr. Fant noted the fragile, unstable situation created by what he referred to as a "dangerously narrow customer base." In fiscal 1997, HEI lost a single customer that accounted for 55% of net sales, and for each of the past 5 years, almost two-thirds of its net sales have come from only two or three customers. "This Company's still skating on thin ice," said Mr. Fant. "What if they lose another big customer this year?" Fant Industries has retained Beacon Hill Partners, Inc. for solicitation and advisory services. EX-13 3 Exhibit (a)(13) 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 INDUSTRIES FILES LAWSUIT AGAINST HEI'S BOARD OF DIRECTORS - -------------------------------------------------------------- NEW YORK, NEW YORK -- March 30, 1998 -- Fant Industries Inc. announces the filing of a lawsuit against the directors of HEI, Inc. of Victoria, Minnesota as well as the Company in the federal district court for the Northern District of Alabama. Fant's complaint alleges, among other things, violations of federal securities laws in public disclosures by the Company's directors relating to Fant's tender offer. Anthony J. Fant, who controls Fant Industries said, "These directors are doing everything they can to keep their seats on the Board and their lucrative stock options. So I was not at all surprised at their response to our generous offer." The complaint also alleges that the directors have breached their fiduciary duties and interfered with important business relationships. Fant Industries has made a tender offer for 11.5% of the Common Stock of HEI at $8.00 per share and would own 29.5% of the Company's outstanding shares upon completion of the offer. Fant's offer expires at midnight, eastern time, on April 7, 1998. -----END PRIVACY-ENHANCED MESSAGE-----