-----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, C8sYDnRylgy/g+ul95J7LB8uJbDN2x2ffmK3J5Qlft870OcjAqV3mpubOPbY9hLX fgtcceQ9qLGX6H9nBucnyw== 0000905148-98-001100.txt : 19980616 0000905148-98-001100.hdr.sgml : 19980616 ACCESSION NUMBER: 0000905148-98-001100 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980615 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: 98648535 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 R:\EDGAR\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 underlying 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 ------------------------------------------------------------------ Press release, dated June 15, 1998 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 (212) 843-8500 FOR IMMEDIATE RELEASE FANT INDUSTRIES EXTENDS OFFER FOR SHARES OF HEI, INC. NEW YORK, NEW YORK - June 15, 1998 -- The Fant Industries Inc. tender offer, proration period, and withdrawal rights have been extended and will expire on Monday, July 20, 1998 at 12:00 midnight New York City Time unless extended further. To date, approximately 1,461,000 shares of the Company's Common Stock have been tendered R.J. Steichen & Co. is the Dealer Manager, and Beacon Hill Partners, Inc. is the Information Agent. Advertisement published June 15, 1998 To the Shareholders of HEI, Inc. HEI's Board says that they've "earned" your support. Let's talk about "earnings." In the first six months of fiscal 1998, HEI's earnings dropped 94% from the same period last year. Over the last five years, HEI's earnings have declined at an average rate of 19.5% per year, while earnings growth in the industry has significantly outperformed that of the S&P 500. And, HEI earnings are expected to decline this year, while continued earnings growth is expected for the industry. As a result, HEI's shareholders have "earned" a 50% decrease in the value of their stock since January 1997. As shareholders, we do not believe that HEI's Board has "earned" 160,000 the stock options it has taken over the last four years, nor do we believe management has "earned" the increased cash bonuses and stock options they have taken each year. Don't you think you've earned the right to demand new leadership? [AREA GRAPH SHOWING THE HEI MONTH-END STOCK PRICES FROM 1/1/97 THROUGH 5/31/98.] Your vote is important! Return the GREEN proxy card today. If you have questions or need assistance voting your shares, please contact Beacon Hill Partners at (800) 253-3814. FANT INDUSTRIES INC. -----END PRIVACY-ENHANCED MESSAGE-----