-----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, CcXTBejpnnQz6B8GWUb/BVYgZanyFcw0H79EEQiH0vd2Kd2p446N4t4Is68tKiM2 LRWk9q7kE+UpwXt5+ba1KA== 0000905148-98-001300.txt : 19980729 0000905148-98-001300.hdr.sgml : 19980729 ACCESSION NUMBER: 0000905148-98-001300 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980727 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: 98671705 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\AMEND29.SUB ============================================================================== 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.29) ------------------------ 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.29. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a)(46) Advertisement, published July 24, 1998. (a)(47) Letter to shareholders. 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 24, 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.46 2 T:\EDGAR\465232.TXT Exhibit (a)(46) To the Shareholders of HEI, Inc. HEI's incumbent directors have suggested that your decision in this contest comes down to one simple question: "Who will produce greater long-term value - the incumbent directors or the Fant director nominees?" We agree with their formulation of the question. But our answer is different from theirs. We believe the best way to tell how someone will do in the future is to look at how they have done in the past. [Bar graph with the following heading: The value of $10,000 Invested Five Years Ago. Data for graph: Fant HEI, Inc. $10,000 invested in June 1993 $10,000 $10,000 Value of that $10,000 as of June 1998 $109,900 $7,030 +999% -30% Footnote to June 1998 Fant value: Represents the net proceeds upon disposition of, less the equity investment in, Fant's businesses. Fant's businesses are privately held, and the figure shown is based on asset values derived from selling the businesses. Accordingly, the Fant value may reflect significant control premiums that are not necessarily reflected in the stock market value of a public company. Past performance is not necessarily indicative of future results. Footnote to June 1998 HEI, Inc. value: Represents the difference between HEI's stock price of $9.25 on June 30, 1993 and $6.50 on June 30, 1998. No dividends were paid during this period.] "We have set the bar for HEI at $25 per share. I will not rest until we reach this goal. No director's stock options will be exercisable until the stock reaches that price." - Anthony J. Fant Who should lead HEI? Don't miss your opportunity to decide. Your vote is important! Return the GREEN proxy card today. Your proxy card should be mailed by July 28 to allow sufficient time to be received and tabulated. If you have any questions or need assistance voting your shares, please contact Beacon Hill Partners at (800) 253-3814. FANT INDUSTRIES INC. EX-99.A.47 3 T:\EDGAR\465232.TXT Exhibit (a)(47) AN OPPORTUNITY NOT TO BE MISSED Dear Fellow HEI Shareholders: A fundamental tenet of corporate democracy is management accountability. The incumbent directors of any public company do not have the automatic right to continue running the company indefinitely, particularly after a prolonged period of poor performance. They must answer to you, the true owners of the company. That is why the law requires a corporation such as HEI to hold a shareholders' meeting every year and, in certain instances, to hold special meetings. IT IS A RARE CASE WHEN AN OUTSIDE SHAREHOLDER HAS THE FINANCIAL ABILITY, COURAGE, AND PERSISTENCE TO CHALLENGE AN INCUMBENT BOARD OF DIRECTORS. THIS YEAR, HOWEVER, THROUGH OUR EFFORTS, YOU HAVE THE OPPORTUNITY TO CALL HEI'S DIRECTORS TO ACCOUNT FOR THEIR CONTINUED FAILURES AND TO SUPPORT A MORE DYNAMIC GROUP TO LEAD HEI. If you don't act now, you have no guarantee that in the years to come there will be any shareholder group around to challenge the incumbent directors if they continue to perform poorly. It will be business as usual at HEI, which in recent years hasn't proven profitable for the shareholders--only for the directors. We urge you to exercise your democratic right as an owner of HEI to breathe new life into this company and bring new leadership to its board of directors. Please vote your GREEN proxy today. Even if you have already voted your shares, it is the latest-dated proxy that counts. Please make sure that your latest-dated proxy card is the GREEN proxy card. If you need assistance in voting, please contact our information agent, Beacon Hill Partners, at 1-800-253-3814. Thank you for your support. THE FANT GROUP -----END PRIVACY-ENHANCED MESSAGE-----