-----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, ClgfWXksljV2k1hAhhyIfneJFaeTTpDRRzzW1CbLliT4OavXfvRsSJkeICMrorqg G1gf13KkqufIPJzj+U/VmQ== 0001047469-98-015196.txt : 19980416 0001047469-98-015196.hdr.sgml : 19980416 ACCESSION NUMBER: 0001047469-98-015196 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980415 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-33908 FILM NUMBER: 98594768 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: 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 14D9/A 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 SC 14D9/A 1 14D-9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------------ HEI, INC. (Name of Subject Company) ------------------------ HEI, INC. (Name of Person Filing Statement) ------------------------ COMMON STOCK, PAR VALUE $.05 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (Title of Class of Securities) ------------------------ 404160103 (CUSIP Number of Class of Securities) ------------------------ EUGENE W. COURTNEY PRESIDENT AND CHIEF EXECUTIVE OFFICER HEI, INC. P.O. BOX 5000 1495 STEIGER LAKE LANE VICTORIA, MINNESOTA 55386 (612) 443-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Person Filing Statement) ------------------------ COPIES TO: DEANNE M. GRECO Moss & Barnett, A Professional Association 4800 Norwest Center 90 South Seventh Street Minneapolis, Minnesota 55402-4129 (612) 347-0287 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- HEI, Inc. hereby amends and supplements its Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on March 20, 1998 in response to the Tender Offer Statement on Schedule 14D-1 filed by Fant Industries Inc., as set forth below. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS Item 9 is hereby amended to add the following: Exhibit 4 Letter to Shareholders dated April 15, 1998. SIGNATURE 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. HEI, INC. By /s/ EUGENE W. COURTNEY ----------------------------------------- Eugene W. Courtney, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Dated: April 15, 1998 2 EX-4 2 EXHIBIT 4 Exhibit 4 HEI, Inc. Box 5000 1495 Steiger Lake Lane Victoria, MN 55386 (612) 443-2500 Fax (612) 443-2668 April 15, 1998 Dear Shareholder: You may have recently received a number of communications concerning the tender offer of Fant Industries, Inc. and Anthony J. Fant for 11.5% of HEI's outstanding shares and his requirement that the Board GIVE HIM CONTROL of HEI's Board and the Company's assets AS A CONDITION TO THE OFFER. FUNDAMENTALLY, WE BELIEVE THAT A CHANGE IN CONTROL OF THE BOARD UNDER THESE CIRCUMSTANCES SHOULD BE DECIDED BY THE SHAREHOLDERS, AFTER RECEIPT OF FULL DISCLOSURE AND A FULL OPPORTUNITY TO EVALUATE THEIR CHOICES, NOT BY THE BOARD. Mr. Fant has a right to demand a shareholders meeting and, if he does so, your Board will respond in accordance with applicable law. Under the federal proxy rules, we are presently constrained from replying to many of the statements and claims of Mr. Fant. WE WANT TO ASSURE YOU, HOWEVER, THAT THERE WILL BE PLENTY OF TIME AND OPPORTUNITY FOR US TO ANSWER YOUR QUESTIONS AND FOR EACH OF US TO MAKE OUR CASE IN ACCORDANCE WITH THESE RULES. We assure you that within the constraints imposed by Minnesota law, we will take the time necessary in order to communicate fully with you regarding this matter, to consider alternatives and to give you the time necessary to make a decision without undue time pressure. We thank you for your interest and patience and look forward to communicating with you further. We urge you not to tender into the offer for the reasons stated in our communication of March 20, 1998, including, among other things, that the offer is for only 11.5% of the Company's shares and that the offer is subject to numerous conditions, including the requirement that the Board give him control of the Company--a decision that the Board believes under the circumstances should be made by the shareholders. We remind you that you have the legal right to withdraw your tendered shares. Thank you. Sincerely, HEI, Inc. Board of Directors Robert L. Brueck Eugene W. Courtney William R. Franta Frederick M. Zimmerman -----END PRIVACY-ENHANCED MESSAGE-----