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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No.6)
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HEI, Inc.
(Name of Subject Company)
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FANT INDUSTRIES INC.
(Bidder)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
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404160103
(CUSIP Number of Class of Securities)
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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
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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.6.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (15) Advertisement published on April 1, 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: April 1, 1998
By: /s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
Exhibit (a)(15)
TENDER YOUR HEI SHARES TODAY FOR
$8.00 PER SHARE IN CASH
Fellow HEI Shareholders:
We own more than 18% of HEI's outstanding stock and are by far its largest
shareholder. We are offering to buy from you another 11.5% of the stock
to increase our ownership and as part of our effort to gain control of HEI's
Board of Directors.
- Our offer is scheduled to expire at 11:00 p.m., Central Standard Time,
on April 7th.
- Our offer represents a 78% PREMIUM over the closing price of shares
on the day before we began buying them in December.
- Our offer gives you a chance to get a generous cash premium for all
of your shares or (in the event of proration) some of your shares.
- Our offer is subject to certain customary conditions but is NOT
subject to a financing condition.
- Our offer can be completed promptly if the Company's Board of
Directors cooperates, and if they don't, we will call a special
meeting and let you, the shareholders, decide for yourselves.
Please don't let the Board's scare tactics keep you from tendering your
shares. These directors just want to keep their Board seats and stock
options. We have absolutely no intention of liquidating the Company's
assets, laying off employees, moving operations out of Victoria, Minnesota,
or otherwise disrupting the Company's operations.
PLEASE TENDER YOUR SHARES TODAY FOR IMMEDIATE VALUE. WE ARE COMMITTED
TO MAKING EVERY REASONABLE EFFORT TO COMPLETE THIS TENDER OFFER PROMPTLY!
We urge you to read our Offer to Purchase and the related materials
carefully. If you need further information or any assistance in tendering
your HEI shares, please contact:
The Dealer Manager: The Information Agent:
RJ STEICHEN & CO BEACON HILL PARTNERS, INC.
(612) 341-6200 Toll-Free (800) 253-3814
or
Collect (212) 843-8500
Anthony J. Fant
[Graph with the following byline: April 7, 1997 - Reuters - HEI announces that
it has "received notice from its largest customer to begin phasing out
production" of that customer's product. "What if HEI Loses Another Big
Customer This Year?" A line graph representing the stock price of HEI from
1/3/97 through 3/27/98 at monthly intervals. The graph notes the point at
which the following events occurred: "HEI announces that it has 'received
notice from its largest customer to begin phasing out production'", "Mr. Fant
begins accumulating shares of HEI stock" and "Mr. Fant discloses his intent to
gain control of HEI"]
FANT INDUSTRIES INC.
