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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.9)
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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.9.
The Offer to Purchase included as Exhibit (a)(1) to the Statement and
incorporated in the Statement by reference is hereby amended as follows:
1. The following sentence is added and inserted at the end of the third
paragraph of page 4:
As of this date, Purchaser has no specific acquisition proposals.
2. The following paragraph is added and inserted after the second paragraph
of page 6 and after the fifth paragraph of page 27:
Based on existing circumstances, the rights are not applicable to the
Offer and it will not be necessary for the rights to be redeemed or
invalidated for the Board Action Condition to be satisfied.
3. The third full paragraph of page 29 is amended and restated as follows:
Notwithstanding any other term of the Offer, and in addition to (and not
in limitation of) Purchaser's rights to extend and amend the Offer at any
time, in its sole discretion, Purchaser shall not be required to accept for
payment or, subject to any applicable rules and regulations of the
Commission, including Rule 14e-1(c) under the Exchange Act (relating to
Purchaser's obligation to pay for or return tendered Shares promptly after
termination or withdrawal of the Offer), pay for, and may delay the
acceptance for payment of or, subject to the restriction referred to above,
the payment for, any tendered Shares, and may terminate the Offer, if, in the
sole judgment of Purchaser (i) at or prior to the Expiration Date, the Minimum
Tender Condition, the Change of Control Condtion, the Board Action Condition
or the Control Share Condition have not been satisfied, or (ii) at any time on
or after March 10, 1998 and prior to the Expiration Date, any of the following
events or conditions exist or shall occur and remain in effect or shall be
determined by Purchaser to exist or have occurred:
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 14, 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
