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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.24)
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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.24.
On July 13, 1998, Fant Industries Inc. announced that it had increased the price
of the Offer to $9.00 net per share in cash by a press release dated July 13,
1998.
ITEM 4) SOURCE AND AMOUNT OF FUNDS.
Item 4 is hereby amended to add the following:
Purchaser estimates that the total amount of funds required by Purchaser to
acquire 11.5% of the outstanding Shares pursuant to the Offer and to pay related
fees and expenses will be approximately $4,900,000. Purchaser believes that its
financial resources, together with those of Mr. Fant, are sufficient to satisfy
its obligations under the Offer.
ITEM 10) ADDITIONAL INFORMATION.
Item 10 is hereby amended to add the following:
The Fant Industries Inc. press release dated July 13, 1998 is incorporated
herein by reference.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (37) Press Release, dated July 13, 1998.
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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 13, 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)(37)
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 INCREASES CASH TENDER OFFER TO $9.00 FOR HEI SHARES
NEW YORK, NEW YORK - July 13, 1998 - Fant Industries Inc. announced today that
it has increased the price of its cash tender offer to $9.00 per share for 11.5%
of the Common Stock of HEI, Inc. (NASDAQ: HEII), a Minnesota corporation. The
offer represents a 38% premium over the closing price of HEI's stock on Friday,
July 10, 1998 and a 100% premium over the closing price on the day before
Anthony J. Fant began accumulating shares in December 1997.
"We believe this is a very strong offer," Mr. Fant said. "It is another tangible
demonstration of our commitment to HEI and our confidence in its future under
our leadership. We urge all shareholders to tender their shares and return their
GREEN proxy cards today. To take advantage of this cash premium and to
participate in the revitalization of HEI, shareholders must send in the GREEN
proxy cards. We will deliver value to shareholders on day one, and $9 per share
is where it begins."
The Fant Industries Inc. tender offer, proration period, and withdrawal rights
have been extended and will expire on Tuesday, August 4, 1998 at 12:00 midnight
New York City Time unless extended further. All shareholders whose shares are
validly tendered and not withdrawn and accepted for payment pursuant to the
offer, including shares previously tendered, will receive the increased price of
$9.00 per share. To date, approximately 1,485,000 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.
