-----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, AZ9xIVhjPzdbOMtjqiw4HnwZTT2F7mw1Wf0XRQXoBOxJQEBOrTEw1NK1D0UtOWKh Qbi/IXWN7K3rN9HbdSxJAA== 0000905148-98-001605.txt : 19980831 0000905148-98-001605.hdr.sgml : 19980831 ACCESSION NUMBER: 0000905148-98-001605 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980828 SROS: NASD GROUP MEMBERS: ANTHONY J. FANT GROUP MEMBERS: FANT ANTHONY J 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 13D/A SEC ACT: SEC FILE NUMBER: 005-33908 FILM NUMBER: 98700817 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 ANTHONY J CENTRAL INDEX KEY: 0001055933 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2154 HIGHLAND AVENUE CITY: BIRMINGHAM STATE: AL ZIP: 35205 BUSINESS PHONE: 205 933 1030 MAIL ADDRESS: STREET 1: 2154 HIGHLAND AVENUE CITY: BIRMINGHAM STATE: AL ZIP: 35205 SC 13D/A 1 T:\EDGAR\WALDMAN1.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.36) and SCHEDULE 13D* Under the Securities Exchange Act of 1934 (Amendment No.5) ----------------------------- 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 * This Statement is also being filed to satisfy the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, and shall constitute an amendment to the Statement on Schedule 13D filed with the Securities and Exchange Commission on February 17, 1998 by Anthony J. Fant, as amended. ================================================================================ CUSIP NO. 404160103 14D-1 Page 1 of 2 Pages 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons (Entities Only) Fant Industries Inc. 2) Check the Appropriate Box if a Member of a Group* (a) |X| (b) |_| 3) SEC Use Only 4) Sources of Funds* WC, AF, OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) |_| 6) Citizenship or Place of Organization Delaware 7) Aggregate Amount Beneficially Owned by Each Reporting Person 480,948 Shares 8) Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares* |_| 9) Percent of Class Represented by Amount in Row 7 11.7% 10) Type of Reporting Person* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Persons (Entities Only) Anthony J. Fant 2) Check the Appropriate Box if a Member of a Group* (a) |X| (b) |_| 3) SEC Use Only 4) Sources of Funds* PF, OO 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(e) or 2(f) |_| 6) Citizenship or Place of Organization United States 7) Aggregate Amount Beneficially Owned by Each Reporting Person 1,205,848 Shares 8) Check Box if the Aggregate Amount in Row 7 Excludes Certain Shares* |_| 9) Percent of Class Represented by Amount in Row 7 29.4% 10) Type of Reporting Person* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 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.36. ITEM 6. INTEREST IN THE SECURITIES OF THE SUBJECT COMPANY. Item 6(a) is hereby amended to add the following: Following the expiration of the Offer at 12:00 Midnight, New York City Time, on August 17, 1998, and the satisfaction of the conditions to the Offer on August 27, 1998, the Purchaser accepted for payment 470,948 of the Shares validly tendered and not withdrawn pursuant to the Offer, representing 11.5% of the outstanding Shares. The Purchaser has been informed by the Depositary that 1,947,279 Shares, representing 47.6% of the outstanding Shares, were validly tendered and not withdrawn prior to the expiration of the Offer. According to the Depositary, tendered Shares will be accepted pro rata based on a proration factor of 0.24185. ITEM 10. ADDITIONAL INFORMATION. Item 10 is hereby amended to add the following: The parties to the legal proceedings described in this Tender Offer Statement, as amended, have entered into a stipulation of settlement and mutual releases for the discontinuance of all such legal proceedings with prejudice, effective August 27, 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 28, 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 -----END PRIVACY-ENHANCED MESSAGE-----