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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.29)
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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.29.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(46) Advertisement, published July 24, 1998.
(a)(47) Letter to shareholders.
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 24, 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)(46)
To the Shareholders of HEI, Inc.
HEI's incumbent directors have suggested that your decision in this contest
comes down to one simple question: "Who will produce greater long-term value -
the incumbent directors or the Fant director nominees?" We agree with their
formulation of the question. But our answer is different from theirs. We
believe the best way to tell how someone will do in the future is to look at
how they have done in the past.
[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.]
"We have set the bar for HEI at $25 per share. I will not rest until we reach
this goal. No director's stock options will be exercisable until the stock
reaches that price." - Anthony J. Fant
Who should lead HEI?
Don't miss your opportunity to decide.
Your vote is important! Return the GREEN proxy card today. Your proxy card
should be mailed by July 28 to allow sufficient time to be received and
tabulated. If you have any questions or need assistance voting your shares,
please contact Beacon Hill Partners at (800) 253-3814.
FANT INDUSTRIES INC.
Exhibit (a)(47)
AN OPPORTUNITY NOT TO BE MISSED
Dear Fellow HEI Shareholders:
A fundamental tenet of corporate democracy is management accountability. The
incumbent directors of any public company do not have the automatic right to
continue running the company indefinitely, particularly after a prolonged
period of poor performance. They must answer to you, the true owners of the
company. That is why the law requires a corporation such as HEI to hold a
shareholders' meeting every year and, in certain instances, to hold special
meetings.
IT IS A RARE CASE WHEN AN OUTSIDE SHAREHOLDER HAS THE FINANCIAL ABILITY,
COURAGE, AND PERSISTENCE TO CHALLENGE AN INCUMBENT BOARD OF DIRECTORS. THIS
YEAR, HOWEVER, THROUGH OUR EFFORTS, YOU HAVE THE OPPORTUNITY TO CALL HEI'S
DIRECTORS TO ACCOUNT FOR THEIR CONTINUED FAILURES AND TO SUPPORT A MORE
DYNAMIC GROUP TO LEAD HEI.
If you don't act now, you have no guarantee that in the years to come there
will be any shareholder group around to challenge the incumbent directors if
they continue to perform poorly. It will be business as usual at HEI, which in
recent years hasn't proven profitable for the shareholders--only for the
directors.
We urge you to exercise your democratic right as an owner of HEI to breathe
new life into this company and bring new leadership to its board of directors.
Please vote your GREEN proxy today.
Even if you have already voted your shares, it is the latest-dated proxy that
counts. Please make sure that your latest-dated proxy card is the GREEN proxy
card. If you need assistance in voting, please contact our information agent,
Beacon Hill Partners, at 1-800-253-3814.
Thank you for your support.
THE FANT GROUP
