-----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, Mp3k0Lt0Ez1WIlvdD9qK0vMYJOaSssXw364hDsrS1BzuWet7rTnzZGuD3MVVquxo olPv66rJlbmakzQ0qDraKg== 0000905148-98-001238.txt : 19980720 0000905148-98-001238.hdr.sgml : 19980720 ACCESSION NUMBER: 0000905148-98-001238 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980714 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: 98665541 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.24) ---------------------- 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.24. On July 13, 1998, Fant Industries Inc. announced that it had increased the price of the Offer to $9.00 net per share in cash by a press release dated July 13, 1998. ITEM 4) SOURCE AND AMOUNT OF FUNDS. Item 4 is hereby amended to add the following: Purchaser estimates that the total amount of funds required by Purchaser to acquire 11.5% of the outstanding Shares pursuant to the Offer and to pay related fees and expenses will be approximately $4,900,000. Purchaser believes that its financial resources, together with those of Mr. Fant, are sufficient to satisfy its obligations under the Offer. ITEM 10) ADDITIONAL INFORMATION. Item 10 is hereby amended to add the following: The Fant Industries Inc. press release dated July 13, 1998 is incorporated herein by reference. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (37) Press Release, dated July 13, 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 13, 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 2 Exhibit(a)(37) 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 INCREASES CASH TENDER OFFER TO $9.00 FOR HEI SHARES NEW YORK, NEW YORK - July 13, 1998 - Fant Industries Inc. announced today that it has increased the price of its cash tender offer to $9.00 per share for 11.5% of the Common Stock of HEI, Inc. (NASDAQ: HEII), a Minnesota corporation. The offer represents a 38% premium over the closing price of HEI's stock on Friday, July 10, 1998 and a 100% premium over the closing price on the day before Anthony J. Fant began accumulating shares in December 1997. "We believe this is a very strong offer," Mr. Fant said. "It is another tangible demonstration of our commitment to HEI and our confidence in its future under our leadership. We urge all shareholders to tender their shares and return their GREEN proxy cards today. To take advantage of this cash premium and to participate in the revitalization of HEI, shareholders must send in the GREEN proxy cards. We will deliver value to shareholders on day one, and $9 per share is where it begins." The Fant Industries Inc. tender offer, proration period, and withdrawal rights have been extended and will expire on Tuesday, August 4, 1998 at 12:00 midnight New York City Time unless extended further. All shareholders whose shares are validly tendered and not withdrawn and accepted for payment pursuant to the offer, including shares previously tendered, will receive the increased price of $9.00 per share. To date, approximately 1,485,000 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. -----END PRIVACY-ENHANCED MESSAGE-----