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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.23)
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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.23.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (35) Advertisement, published July 8, 1998.
(a) (36) Press Release, dated July 9, 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 9, 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
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Exhibit (a) (35)
To the Shareholders of HEI, Inc.:
[Area graph with title "HEI Stock Price Since January 1997" showing the HEI
month-end stock prices from 1/1/97 through 5/31/98. Graph indicates the
following events: 4/7/97 HEI announces that it has "received notice from its
largest customer to begin phasing out production"; 12/4/97 Mr. Fant begins
accumulating shares of HEI stock; 2/17/98 Mr. Fant discloses his intent to
gain control of HEI.]
During the four months from December 1997 to March 1998, HEI's Board gave its
top three executives more than 250,000 stock options - more than 6% of the
Company's shares - an astonishing reward following a year in which the stock
price dropped over 50%!
What's wrong with this picture?
Your vote is important! Return the GREEN proxy card today. If you have
questions or need assistance voting your shares, please contact Beacon Hill
Partners at (800) 253-3814.
FANT INDUSTRIES INC.
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Exhibit (a)(36)
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 REBUKES HEI CRITICISM OF DELOITTE & TOUCHE HIRING
NEW YORK, NEW YORK - July 9, 1998 - Anthony J. Fant, the controlling
shareholder of Fant Industries Inc. and the largest shareholder of HEI, Inc.
(Nasdaq:HEII), rebuked today the directors of HEI for criticizing the hiring
of Deloitte & Touche to assist with Fant's growth strategy for HEI. Fant said
that the criticism reflects an attitude that is resistant to change and that
"this attitude is part of the problem."
"In light of their operating history and stock performance, maybe HEI's
directors should have hired Deloitte & Touche years ago," Fant said. "We are
businessmen. We know how to fix underperforming businesses, and we know how to
create value. We have recognized for a long time, as have most public
companies, that outside experts can provide valuable information about
industry trends and competition and can help identify strategic opportunities.
What we are doing is no different from what Microsoft, 3M and McDonalds do all
the time."
"It is astonishing that these directors continue to keep their heads in the
sand like frightened ostriches, while the Company continues to underperform.
We have said time and again that we will aggressively seek out and create
opportunities for growth, and that is what we are doing - not just talking
about it. We will continue to explore all ways to revitalize HEI and to
maximize shareholder value even if the incumbent directors remain afraid to
hear outside views."
Fant noted the statement by HEI's directors that their "knowledge and
expertise enabled [them] to successfully exit the disk drive portion of
[their] business last year..." Fant said, "Losing your largest customer and
losing 50% of your shareholder value is not what I call success. We're ready
to redefine success at HEI."
