-----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, PAR+je6q9g9SLWKXFXn5YylidR8Tf4a4A+V+pVitfLaLZRsZ+Nrs1s/F1lJI/qyt xVgo+9XEeDPJLjSlOJfV8g== 0000905148-98-001215.txt : 19980710 0000905148-98-001215.hdr.sgml : 19980710 ACCESSION NUMBER: 0000905148-98-001215 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980709 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: 98663660 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 T:\EDGAR\460203.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.23) -------------------------- 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.23. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (35) Advertisement, published July 8, 1998. (a) (36) Press Release, dated July 9, 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: July 9, 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-99.A.35 2 ADVERTISEMENT Exhibit (a) (35) To the Shareholders of HEI, Inc.: [Area graph with title "HEI Stock Price Since January 1997" showing the HEI month-end stock prices from 1/1/97 through 5/31/98. Graph indicates the following events: 4/7/97 HEI announces that it has "received notice from its largest customer to begin phasing out production"; 12/4/97 Mr. Fant begins accumulating shares of HEI stock; 2/17/98 Mr. Fant discloses his intent to gain control of HEI.] During the four months from December 1997 to March 1998, HEI's Board gave its top three executives more than 250,000 stock options - more than 6% of the Company's shares - an astonishing reward following a year in which the stock price dropped over 50%! What's wrong with this picture? 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. EX-99.A.36 3 PRESS RELEASE Exhibit (a)(36) 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 REBUKES HEI CRITICISM OF DELOITTE & TOUCHE HIRING NEW YORK, NEW YORK - July 9, 1998 - Anthony J. Fant, the controlling shareholder of Fant Industries Inc. and the largest shareholder of HEI, Inc. (Nasdaq:HEII), rebuked today the directors of HEI for criticizing the hiring of Deloitte & Touche to assist with Fant's growth strategy for HEI. Fant said that the criticism reflects an attitude that is resistant to change and that "this attitude is part of the problem." "In light of their operating history and stock performance, maybe HEI's directors should have hired Deloitte & Touche years ago," Fant said. "We are businessmen. We know how to fix underperforming businesses, and we know how to create value. We have recognized for a long time, as have most public companies, that outside experts can provide valuable information about industry trends and competition and can help identify strategic opportunities. What we are doing is no different from what Microsoft, 3M and McDonalds do all the time." "It is astonishing that these directors continue to keep their heads in the sand like frightened ostriches, while the Company continues to underperform. We have said time and again that we will aggressively seek out and create opportunities for growth, and that is what we are doing - not just talking about it. We will continue to explore all ways to revitalize HEI and to maximize shareholder value even if the incumbent directors remain afraid to hear outside views." Fant noted the statement by HEI's directors that their "knowledge and expertise enabled [them] to successfully exit the disk drive portion of [their] business last year..." Fant said, "Losing your largest customer and losing 50% of your shareholder value is not what I call success. We're ready to redefine success at HEI." -----END PRIVACY-ENHANCED MESSAGE-----