-----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, KtuGfA8hsYhedYGApA9xVpGEALF1/K1TzbOdW/6fx2xUWmlDYCgHsCTzVJAtNgRm dqxwrJlaV4YOrdLi59O7qQ== 0000905148-98-001050.txt : 19980609 0000905148-98-001050.hdr.sgml : 19980609 ACCESSION NUMBER: 0000905148-98-001050 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980608 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: 98643598 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 H:\14-D1A.TXT ================================================================================ 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.16) ----------------- 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.16. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (25) Form of letter to brokers, dated June 5, 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: June 5, 1998 FANT INDUSTRIES INC. By:/s/ Anthony J. Fant --------------------------------------- Anthony J. Fant President and Chief Executive Officer Fant Industries Inc. /s/ Anthony J. Fant --------------------------------------- Anthony J. Fant EX-25 2 Exhibit (a)(25) FANT INDUSTRIES INC. 2154 Highland Avenue Birmingham, Alabama 35205 June 5, 1998 [address] Dear [ ]: In response to our demand - and some persistent urging - to hold a special meeting of the shareholders of HEI, Inc. to replace the current HEI Board of Directors with our nominees and remove obstacles to our $8.00 per share cash tender offer, the Board has called the meeting for August 4, 1998. Holders of record as of June 9, 1998 will be eligible to vote. Please notify your clients to return the GREEN proxy cards as soon as possible. As you know, we had urged the Board to hold the special meeting in early June. Predictably, they chose instead to continue down the entrenchment-motivated path of delay, calling the meeting for the last permissible date. Once again, they have delayed the immediate cash value and change in leadership that a majority of shareholders support. Apart from the meeting date, I am pleased to announce to you today two very positive developments. AN ADDITIONAL DIRECTOR NOMINEE First, I would like to announce the addition of Mack Traynor to our slate of nominees. Mack, who resides in Shorewood, Minnesota, is a director of Telident, Inc., a publicly-held telecommunications products and services company, and Eltrax Systems, Inc., a publicly-held networking products and managed services company. Mack has served as an executive officer with US West Enterprises, Military Communications Center, Inc. and Eltrax. Mack will join David Ortlieb, Ed Finch, Steve Tondera and me if Eugene Courtney chooses not to continue to serve as a director. We continue to invite Mr. Courtney to remain on the Board, and if he chooses to stay on, we will seek to add Mack, through expansion, in the near future. OUR PROPOSAL FOR DIRECTOR COMPENSATION REFORM Second, I am pleased to announce for the first time specifically how we propose to reform the Company's existing director stock compensation system, which 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. If elected as directors, our first action will be to initiate the adoption of a highly incentive-based director compensation plan under which each director will be granted stock options exercisable at the current stock price ($6 1/6 as of the close on June 2, 1998), BUT NONE OF THESE OPTIONS WILL BE EXERCISABLE UNLESS AND UNTIL HEI'S STOCK PRICE REACHES $25.00 PER SHARE WITHIN 5 YEARS. This is how WE believe an incentive plan should work. No longer will HEI directors be able to reward themselves in the face of poor operating performance and poor shareholder return. Under our plan, directors will be rewarded if, and only if, the shareholders have been rewarded first. I thank you for your support as we continue our proxy solicitation efforts and work towards completing the tender offer. PLEASE NOTIFY YOUR CLIENTS TO RETURN THE GREEN PROXY CARDS AS SOON AS POSSIBLE. If you have any questions on the voting procedures, please contact Richard Grubaugh of Beacon Hill Partners at (800) 755-5001. Sincerely yours, Anthony J. Fant FANT INDUSTRIES INC. -----END PRIVACY-ENHANCED MESSAGE-----