-----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, GEwJa1y3pTt8Fb4Jd0kuN7X2F9cIAK2UIHkVbqFvSuae6UdHrgkvj9CFHGIw5o0e dxEt8Tzr6q7F02dmlp9UeA== 0000905148-98-000620.txt : 19980402 0000905148-98-000620.hdr.sgml : 19980402 ACCESSION NUMBER: 0000905148-98-000620 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980401 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: 98585106 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.6) -------------------------------- 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.6. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (15) Advertisement published on April 1, 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: April 1, 1998 By: /s/ Anthony J. Fant ---------------------------- Anthony J. Fant President and Chief Executive Officer Fant Industries Inc. EX-99 2 Exhibit (a)(15) TENDER YOUR HEI SHARES TODAY FOR $8.00 PER SHARE IN CASH Fellow HEI Shareholders: We own more than 18% of HEI's outstanding stock and are by far its largest shareholder. We are offering to buy from you another 11.5% of the stock to increase our ownership and as part of our effort to gain control of HEI's Board of Directors. - Our offer is scheduled to expire at 11:00 p.m., Central Standard Time, on April 7th. - Our offer represents a 78% PREMIUM over the closing price of shares on the day before we began buying them in December. - Our offer gives you a chance to get a generous cash premium for all of your shares or (in the event of proration) some of your shares. - Our offer is subject to certain customary conditions but is NOT subject to a financing condition. - Our offer can be completed promptly if the Company's Board of Directors cooperates, and if they don't, we will call a special meeting and let you, the shareholders, decide for yourselves. Please don't let the Board's scare tactics keep you from tendering your shares. These directors just want to keep their Board seats and stock options. We have absolutely no intention of liquidating the Company's assets, laying off employees, moving operations out of Victoria, Minnesota, or otherwise disrupting the Company's operations. PLEASE TENDER YOUR SHARES TODAY FOR IMMEDIATE VALUE. WE ARE COMMITTED TO MAKING EVERY REASONABLE EFFORT TO COMPLETE THIS TENDER OFFER PROMPTLY! 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 Anthony J. Fant [Graph with the following byline: April 7, 1997 - Reuters - HEI announces that it has "received notice from its largest customer to begin phasing out production" of that customer's product. "What if HEI Loses Another Big Customer This Year?" A line graph representing the stock price of HEI from 1/3/97 through 3/27/98 at monthly intervals. The graph notes the point at which the following events occurred: "HEI announces that it has 'received notice from its largest customer to begin phasing out production'", "Mr. Fant begins accumulating shares of HEI stock" and "Mr. Fant discloses his intent to gain control of HEI"] FANT INDUSTRIES INC. -----END PRIVACY-ENHANCED MESSAGE-----