-----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, Jir7P9SPY+4KXPd213qFWZXL5cNqHFNsWIc0x3VBdHw89+rp7QKpHOG6n3mk3+Bc xYck7f9iY2JTlC6R0zh6fQ== 0000905148-98-001357.txt : 19980804 0000905148-98-001357.hdr.sgml : 19980804 ACCESSION NUMBER: 0000905148-98-001357 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980803 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: 98675994 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\469304 ============================================================================== 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.31) _________________ 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.31. ITEM 11) MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended to add the following: (a) (50) Press release, dated August 3, 1998. (a) (51) Press release, dated August 3, 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: August 3, 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.50 2 T:\EDGAR\469304 Exhibit (a) (50) Fant Industries Inc. 2154 Highland Avenue Birmingham, AL 35205 Phone: (205) 933-1030 For more information contact: Anthony J. Fant (205) 933-1030 Richard Grubaugh Beacon Hill Partners (212) 843-8500 FOR IMMEDIATE RELEASE - --------------------- FANT OBTAINS FAVORABLE COURT RULING - ----------------------------------- NEW YORK, NEW YORK - August 3, 1998 - On Friday, July 31st, the federal district court for the northern district of Alabama enjoined HEI's directors from asking a Minnesota court to prevent the removal of HEI's directors in the event that shareholders vote in favor of Fant's proposals. HEI's directors were not seeking to delay the special meeting of shareholders called for tomorrow, August 4th. Rather, they were seeking to have the court prevent their replacement on the Board, even if a majority of the company's shareholders vote in favor of Fant's proposals to remove the current directors and elect the Fant director nominees. HEI's directors immediately sought the same injunction in the Alabama court. EX-99.A.51 3 T:\EDGAR\469304 Exhibit (a) (51) Fant Industries Inc. 2154 Highland Avenue Birmingham, AL 35205 Phone: (205) 933-1030 For more information contact: Anthony J. Fant (205) 933-1030 Richard Grubaugh Beacon Hill Partners (212) 843-8500 FOR IMMEDIATE RELEASE - --------------------- FANT BLASTS HEI DIRECTORS FOR CONTINUED EFFORT TO USURP - ------------------------------------------------------- SHAREHOLDER VOTE - ---------------- NEW YORK, NEW YORK - August 3, 1998 - Anthony J. Fant, President and controlling shareholder of Fant Industries Inc., who is seeking control of HEI, Inc., blasted HEI's incumbent directors for seeking in court to deny shareholders their right to vote for the replacement of the incumbent directors. Mr. Fant called on HEI's directors to "stop playing games and to respect the democratic process of a shareholder vote." Mr. Fant expressed outrage that the directors have asked a court to enjoin their removal, without regard to the shareholders' wishes. "A federal court stopped them from bringing this action in Minnesota. Now they are trying to do it in Alabama," said Mr. Fant. "The ultimate power in this corporation belongs to the shareholders - not the directors. This is a basic premise of corporate democracy. It is beyond belief that these directors would attempt to disenfranchise the shareholders and undermine a time honored process, especially at the eleventh hour after they have made every effort to tell their side of the story." Fant has repeatedly, but without success, urged Eugene Courtney to negotiate a resolution of the proxy contest. "We have asked Mr. Courtney several times, most recently this Saturday, to sit down and discuss an alternative that would allow everyone to win," said Mr. Fant. "He has refused each time. As we have said all along, we want to work with management to find a way for everyone to win and, most importantly, for HEI's shareholders to win." We deeply appreciate the strong broad-based support and positive feedback we have been getting from our fellow shareholders in this proxy contest. While we do not know how the final vote will come out, it is clear that there is a very large constituency of shareholders who want us to lead change at HEI." "HEI's shareholders have heard each side of the story, and now it is their turn to speak," added Mr. Fant. "The directors should put aside their personal interests and let the shareholders have their say and make their choice. The shareholders' decision must be honored." -----END PRIVACY-ENHANCED MESSAGE-----