HEI INC
SC 14D1/A, 1998-07-14
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------

                                 SCHEDULE 14D-1
                             Tender Offer Statement
       Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                                (Amendment No.25)
                         ------------------------------

                                    HEI, Inc.
                            (Name of Subject Company)
                         ------------------------------

                              FANT INDUSTRIES INC.

                                    (Bidder)

                     COMMON STOCK, PAR VALUE $0.05 PER SHARE
             (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                         (Title of Class of Securities)
                         ------------------------------

                                    404160103
                      (CUSIP Number of Class of Securities)
                         ------------------------------

                                 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.25.

ITEM 11)  MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended to add the following:

(a) (38) Advertisement, published July 14, 1998.


<PAGE>


                                   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 14, 1998

                                       FANT INDUSTRIES INC.

                                       By:/s/ Anthony J. Fant
                                          ----------------------
                                          Anthony J. Fant
                                          President and Chief Executive Officer
                                          Fant Industries Inc.

                                       /s/ Anthony J. Fant
                                       ------------------------
                                       Anthony J. Fant



                                                               Exhibit (a) (38)

Attention Shareholders of HEI, Inc.:

FANT  INDUSTRIES  INC. is pleased to announce  that it has  increased its cash
tender offer for 11.5% of the shares of HEI, Inc. to $9.00 per share cash.

To take  advantage  of this offer,  you must tender your shares and return the
GREEN proxy card, if you have not done so already.

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.

If you have  questions or need  assistance in tendering or voting your shares,
please contact Beacon Hill Partners at (800) 253-3814.

FANT INDUSTRIES INC.



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