-----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, EkRh6l6CyBLz2Xf+v65mkIxbuAyLG27BJzDGlG+BD5Ff03bOK5qr0Qbn/0YeJDj7 TLDeYNIaTai8g4wEl3DKHg== 0000905148-98-001062.txt : 19980610 0000905148-98-001062.hdr.sgml : 19980610 ACCESSION NUMBER: 0000905148-98-001062 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980609 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-10078 FILM NUMBER: 98644718 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: DFAN14A BUSINESS ADDRESS: STREET 1: 2154 HIGHLAND AVE CITY: BIRMINGHAM STATE: AL ZIP: 35205 BUSINESS PHONE: 2059331030 DFAN14A 1 H:\419121.TXT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant { } Filed by a Party other than the Registrant {x} Check the appropriate box: { } Preliminary Proxy Statement { } Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) { } Definitive Proxy Statement {x} Definitive Additional Materials { } Soliciting Material Pursuant to Section 240.14a-11 or Section 240.14a-12 HEI, Inc. (Name of Registrant as Specified In Its Charter) FANT INDUSTRIES INC. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): {x} No fee required. { } Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11. (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per Unit price or other undelying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: { } Fee paid previously with preliminary materials. { } Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of filing. (1) Amount Previously Paid: ------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------- (3) Filing Party: ------------------------------------------------------------------------- (4) Date Filed: ------------------------------------------------------------------------- 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 ANNOUNCES AGGRESSIVE PLAN TO REFORM HEI STOCK COMPENSATION NEW YORK, NEW YORK - June 9, 1998 - Fant Industries Inc., which is seeking control of HEI, Inc. (Nasdaq: HEII) of Victoria, Minnesota., has announced an aggressive, highly incentive-based plan for director stock compensation in which no director stock options will be exercisable unless and until HEI's stock price reaches $25.00 per share. HEI's stock closed yesterday at $5 3/4 per share. Fant Industries is controlled by Anthony J. Fant, who is HEI's largest shareholder with 18% of its outstanding shares. "This is how an incentive plan should work," said Mr. Fant, "and it will be our first action when we gain control of the Board. 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." Under Mr. Fant's plan, each director will be granted stock options exercisable at the current stock price, BUT NONE OF THESE OPTIONS WILL BE EXERCISABLE UNLESS AND UNTIL HEI'S STOCK PRICE REACHES $25.00 PER SHARE WITHIN 5 YEARS. The Fant Group has previously stated its commitment to reforming the Company's existing director stock compensation system, which has rewarded the current Board and senior management in the face of poor operating results and stock market performance, including the decline of the stock price from a high of $12 3/8 to a low of 4 1/8 during 1997. A special meeting of shareholders is scheduled for August 4, 1998 to allow the shareholders directly to remove obstacles to Fant's $8.00 per share cash tender offer. Among other things, HEI shareholders will vote on replacing the current directors (other than Eugene Courtney) with Fant's slate. Holders of record as of June 9, 1998 will be eligible to vote. Mr. Fant and Fant Industries Inc. mailed on April 23, 1998, a proxy statement and related materials to HEI's shareholders to solicit proxies to be used at this special meeting. The proxy solicitation was preceded by 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. Fant Industries has retained Beacon Hill Partners, Inc. for solicitation and advisory services. -----END PRIVACY-ENHANCED MESSAGE-----