SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant { }
Filed by a Party other than the Registrant {x}
Check the appropriate box:
{ } Preliminary Proxy Statement { } Confidential, for Use of the
Commission Only (as permitted
{ } Definitive Proxy Statement by Rule 14a-6(e) (2))
{x} Definitive Additional Materials
{ } Soliciting Material Pursuant to Section 240.14a-11 or Section
240.14a-12
HEI, Inc.
(Name of Registrant as Specified In Its Charter)
FANT INDUSTRIES INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
{x} No fee required.
{ } Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
(1) Title of each class of securities to which transaction
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
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Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
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FANT INDUSTRIES INC.
2154 Highland Avenue
Birmingham, Alabama 35205
May 21, 1998
To Fellow Shareholders of HEI, Inc.:
Two weeks ago we demanded a special meeting of shareholders, pursuant to
our rights under Minnesota law. We have taken this step and the step of
soliciting proxies to enable you directly to remove the obstacles to
completion of our $8.00 per share cash tender offer.
The Board has failed so far to set the meeting date. They have chosen
instead to engage in a campaign of delay, and they have refused to act
despite your overwhelming support for our offer. Apparently, they are
satisfied with the Company's performance and believe that change is
unnecessary.
We want to consummate the offer now. We see a window of opportunity to
initiate growth now. We are committed to the principle that these are
matters for you to decide. To this end, we have sent the Board a second
letter urging them to stop standing in the way of your decision.
The Board itself has previously said that you, and not them, are the
ones who should decide these issues. If they truly believe what they have
said, they will hold the special meeting promptly and let you have your say
and make your choice.
Join us today in challenging the Board to hold the meeting promptly or
explain their delay. If you have not already done so, we urge you to sign
and mail the enclosed GREEN proxy card right away. No matter when the
meeting is held, right now is the time for all shareholders to demand the
cash premium and new leadership that we have offered.
For our part, we will continue to do everything possible to promptly
replace the current HEI Board with director nominees committed to delivering
to you:
immediate value by completing the tender offer, and
long-term value by putting HEI on a path for earnings growth.
If you have questions or need assistance in voting your shares, please
call Beacon Hill Partners at (800) 755-5001.
Anthony J. Fant
FANT INDUSTRIES INC.XYZ
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
(212) 843-8500
FOR IMMEDIATE RELEASE
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FANT INDUSTRIES EXTENDS OFFER FOR SHARES OF HEI, INC.
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NEW YORK, NEW YORK - May 21, 1998 -- The Fant Industries Inc. tender offer,
proration period, and withdrawal rights have been extended and will expire on
Monday, June 15, 1998 at 12:00 midnight New York City Time unless extended
further. To date, approximately 1,568,000 shares of the Company's Common
Stock have been tendered.
R.J. Steichen & Co. is the Dealer Manager, and Beacon Hill Partners, Inc. is
the Information Agent.
