HEI INC
DEFA14A, 1998-07-08
SEMICONDUCTORS & RELATED DEVICES
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                                    SCHEDULE 14A
                                   (RULE 14a-101)
                      INFORMATION REQUIRED IN PROXY STATEMENT

                              SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                                 (AMENDMENT NO.  )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ /       Preliminary Proxy Statement
/ /       Confidential, for Use of the Commission Only (as permitted by Rule
          14a-6(e)(2))
/ /       Definitive Proxy Statement
/X/       Definitive Additional Materials
/ /       Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                                     HEI, INC.
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                  (Name of Registrant as Specified In Its Charter)

- -------------------------------------------------------------------------------
                   (Name of Person(s) Filing Proxy Statement, if
                             other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
/X/       No fee required.
/ /       Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:

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               4)   Proposed maximum aggregate value of transaction:

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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
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          statement number, or the Form or Schedule and the date of its filing.

               1)   Amount Previously Paid:

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          2)        Form, Schedule or Registration Statement No.:

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          3)        Filing Party:

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          4)        Date Filed:

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                                                                    NEWS RELEASE

[LETTERHEAD]
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P.O. Box 5000
Victoria, Minnesota 55386
(612) 443-2500
www.heii.com
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CONTACT:  Eugene W. Courtney, C.E.O.                   FOR IMMEDIATE RELEASE


                   HEI, INC. CLAIMS FANT INDUSTRIES' RETENTION OF
                  OUTSIDE CONSULTANT DEMONSTRATES FANT NOMINEES'
                            LACK OF EXPERTISE TO RUN HEI

VICTORIA, MN, July 8, 1998         HEI, Inc. deemed yesterday's news that Fant
Industries, Inc. has engaged an outside consultant "to assist in formulating a
growth strategy for HEI..." to be an acknowledgment of HEI's long-standing
criticism that Fant Industries and its controlling shareholder, Anthony J. Fant,
(collectively, "Fant") do not have the knowledge or experience to run HEI. Fant
is currently seeking to replace the current HEI Board at an August 4, 1998
Special Shareholders Meeting with a slate of handpicked candidates.

Eugene W. Courtney, HEI's Chief Executive Officer and a Director, commented:
"Our Board has long been concerned about Mr. Fant and his nominees' lack of
meaningful experience in and knowledge of HEI's high tech business, the design
and manufacture of ultraminiature microelectronic devices. Our concern is
particularly strong since, if Fant does win this election and becomes a senior
executive officer of HEI, the fortunes of at least 70% of the stock he does not
own and is not offering to buy will be subject to his on the job training.
Hiring an outside consultant even before the vote is held demonstrates to us
that Mr. Fant shares our assessment that he lacks the pertinent experience to
lead this high tech company.

"The current HEI Board has the hard earned knowledge and expertise necessary for
success in this business that Fant and his nominees apparently lack. That
knowledge and expertise enabled us to successfully exit the disk drive portion
of our business last year and establish a stronger presence in the high-growth
hearing aid, medical device and communications markets.

"The current HEI Board knows where the future growth of the Company lies and is
pursuing it. The shareholders should not have to bear the burden of high priced
consultants retained to educate a new, inexperienced Board and senior executive
officers. We continue to urge our shareholders to vote against Fant's proposals
at the Special Meeting."

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HEI IS A MINNESOTA-BASED COMPANY SPECIALIZING IN THE DESIGN AND MANUFACTURE OF
ULTRAMINIATURE MICROELECTRONIC DEVICES AND HIGH TECHNOLOGY PRODUCTS
INCORPORATING THOSE DEVICES. THE COMPANY'S STOCK TRADES ON THE NASDAQ NATIONAL
MARKET UNDER THE SYMBOL HEII.
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FORWARD LOOKING INFORMATION

INFORMATION IN THIS NEWS RELEASE THAT IS NOT HISTORICAL INCLUDES FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. ALL OF SUCH FORWARD-LOOKING STATEMENTS INVOLVE
RISKS AND UNCERTAINTIES INCLUDING, WITHOUT LIMITATION, ADVERSE BUSINESS OR
MARKET CONDITIONS, THE ABILITY OF HEI TO SECURE AND SATISFY CUSTOMERS, THE
AVAILABILITY AND COST OF MATERIALS FROM HEI'S SUPPLIERS, ADVERSE COMPETITIVE
DEVELOPMENTS, CHANGE IN OR CANCELLATION OF CUSTOMER REQUIREMENTS, AND OTHER
RISKS DETAILED FROM TIME TO TIME IN HEI'S SEC FILINGS.


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