HEI INC
SC 14D1/A, 1998-07-07
SEMICONDUCTORS & RELATED DEVICES
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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.22)

                             ----------------------
                                    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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<PAGE>

         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.22.


ITEM 11)  MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended to add the following:

(a) (34) Press release, dated July 7, 1998.


<PAGE>


                                   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 7, 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
             

<PAGE>


                                                               Exhibit (a) (34)


                              FANT INDUSTRIES INC.
                              2154 Highland Avenue
                            Birmingham, Alabama 35205
                              Phone: (205) 933-1030

For further information contact:

Anthony J. Fant
(205) 933-1030

Richard Grubaugh
Beacon Hill Partners, Inc.
(212) 843-8500


FOR IMMEDIATE RELEASE
- ---------------------

FANT HIRES DELOITTE & TOUCHE TO ASSIST WITH GROWTH STRATEGY FOR HEI
- -------------------------------------------------------------------

Fant Industries Inc.  announced today that it has engaged  Deloitte & Touche LLP
(Management  Solutions and Services) to assist in formulating a growth  strategy
for HEI,  Inc.  (Nasdaq:  HEII)  of  Victoria,  Minnesota.  Fant  Industries  is
controlled by Anthony J. Fant, who is HEI's largest shareholder and currently is
seeking to gain control of HEI's board of  directors.  "This Company needs to be
fixed," said Mr. Fant, "and Deloitte & Touche is providing  invaluable  industry
expertise  to help us put it on the  right  track."  Mr.  Fant  said  that  this
analysis is  concentrating  on trends and competition  within the industry,  the
potential growth and future outlook for the industry, HEI's potential advantages
and strengths  within their niche,  and other  important  issues relating to the
industry.


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