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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.30)
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
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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.30.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (48) Advertisement, published July 30,1998.
(a) (49) Advertisement, published July 30,1998.
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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 30, 1998
FANT INDUSTRIES INC.
By:/s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
/s/ Anthony J. Fant
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Anthony J. Fant
Exhibit (a)(48)
To the Shareholders of HEI, Inc.
Let's tell the rest of the story.
HEI's directors recently published a group of performance charts in an effort
to "set the record straight" and convince you of their success in leading HEI.
Somehow they omitted the most important chart - the one about bottom-line
results: shareholder value.
[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.]
This is the chart that matters.
They must have run out of ad space.
Your vote can make the difference. Return the GREEN proxy card today. Time is
short, so if you need assistance voting your shares, please contact Beacon
Hill Partners at (800) 253-3814.
FANT INDUSTRIES INC.
Exhibit (a)(49)
To Fellow HEI Shareholders and the HEI Community:
With the August 4th special meeting of HEI shareholders at hand, I am writing
to thank you for your patience and your interest in what we believe will be a
turning point for HEI, Inc.
CREATING OPPORTUNITIES We believe the true potential of HEI has barely been
tapped. We also believe that a change in leadership is needed to reinvigorate
the company so it can reach this potential. There are unlimited opportunities
for those who seek them and then seize them as they come into view.
The incumbent directors act as if the company's growth is tied exclusively to
the needs of existing customers. They are satisfied with an operation that
lives "contract-to-contract," and they shrink from the idea that a company can
and must create its own opportunities for growth. It is time to think outside
of these confines at HEI. Our group thrives on creating opportunities where
none existed and seeing opportunities where none were apparent.
CREATING JOBS The Victoria, Minnesota facility will be the anchor and
technology hub of our plan for expansion and aggressive growth. We believe the
intensely competitive nature of HEI's business dictates that it become one of
the most efficient producers of contract microelectronic components in the
world. To that end, our group will find ways to use the full capacity of the
Victoria facility. We will create new jobs in Minnesota.
On this subject, please don't be taken in by the incumbent Board's
condescending rhetoric about their leadership and commitment. The lack of
growth at HEI in recent years has meant a lack of growth in jobs. Over the
last five fiscal years, the number of employees at the company has actually
dropped from 143 to 120. We will find a way to reverse this trend.
CREATING VALUE Our group will have a singular focus on earnings growth. We
view this as the basic source of shareholder value. Neither asset growth alone
nor the volatile, and indeed declining, profitability HEI has experienced in
the past will continue to be good enough. HEI can no longer afford complacent
directors who, astonishingly, have boasted about the company's performance
despite a dramatic decline in earnings recently and a lack of growth over the
last five years. We see a window of opportunity to initiate growth now and
believe we have the vision and determination to make it happen.
Give us a chance to make all of this happen at HEI. Your vote can make the
difference.
Sincerely,
Anthony J. Fant
July 30, 1998
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July 30, 1998
