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
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
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(5) Total fee paid:
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{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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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 DEMANDS SPECIAL MEETING OF HEI, INC. SHAREHOLDERS
NEW YORK, NEW YORK - May 8, 1998 - Anthony J. Fant has demanded a special
meeting of the shareholders of HEI, Inc. (Nasdaq: HEII) of Victoria, Minnesota.
As an 18% shareholder of HEI, Mr. Fant has a state law right to require the
Board of Directors to call this meeting.
Mr. Fant stated that the purpose of the special meeting is to remove obstacles
to his $8.00 per share cash tender offer and to put the Company on a path for
growth. "Now it's time for all shareholders to demand their cash and new
leadership," said Mr. Fant, "and we are urging each of them to sign and mail the
green proxy cards right away."
Mr. Fant and Fant Industries Inc. mailed on April 23, 1998, a proxy statement
and related materials to HEI's shareholders to solicit proxies to be used at
this special meeting. "Speaking from a shareholder's perspective, I urge the
Board to hold this meeting promptly. Let the shareholders have their $8.00 per
share of cash now," said Mr. Fant. "We can't afford any games or delay tactics
at the expense of the shareholders, and we certainly can't afford even another
month of instability or excessive stock compensation," he added.
The proxy solicitation was preceded by an $8.00 per share cash tender offer
commenced by Fant Industries on March 10, 1998 to buy an additional 11.5% of the
Common Stock of HEI.
Fant Industries has retained Beacon Hill Partners, Inc. for solicitation and
advisory services.
