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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.27)
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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.27.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (40) Advertisement, published July 15, 1998.
(a) (41) Advertisement, published July 16, 1998.
(a) (42) Shareholder Letter, dated July 15, 1998.
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 15, 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) (40)
Dear Fellow HEI Shareholder,
Success is rarely achieved by chance, and it does not come easily. In my own
life, success in business has come only through clear thinking, hard work and
persistence. Some people say that luck is the key. If it is, then I say that my
luck starts at 4:30 every morning. Not to say that luck is a bad thing, but you
sure can't count on it.
One thing you can count on is that our group will bring leadership and vitality
to HEI. We believe that, in any business, the difference between success and
mediocrity is leadership. Success depends on the ability to see changes that
should be made and the courage to act decisively. We know from experience that
there are no cookie-cutter schemes for real growth. No short cuts. No easy
solutions. This is because no two businesses are exactly alike. Each business
has its own unique strengths, issues and opportunities. This is certainly true
of HEI.
Our experience is in looking analytically at a business and then plotting a
course for creating increased value. For each of our nominees - Ed Finch, David
Ortlieb, Steve Tondera and Mack Traynor, as well as myself - this skill has been
honed through many years of practice. Each of us have done it time and again,
and today it is second nature.
Our yardstick for measuring HEI's success will be earnings growth and
shareholder value. We have set the bar at $25 per share. Under our leadership,
no director will enjoy the rewards of stock options until HEI's stock reaches
this price. This way, there will be no question about whether we have earned
your support. We don't get rewarded unless you have been rewarded first.
This change - to create the right incentives for success - is basic, important
and long overdue, and we will initiate it on day one. With all due respect to
the incumbent directors, they have raked in major stock options, at no personal
risk, year after year no matter how the Company has performed. Even more
troubling, they habitually have exercised the HEI stock options at the earliest
opportunity, and turned around and sold then the next day for a quick buck. As a
result of this continual selling, the collective holdings of the incumbent board
of directors are only slightly more than 2% of the Company's outstanding shares.
Their actions contradict all of their recent words about their commitment to HEI
and their faith in its bright future.
My own investment in HEI is in the millions of dollars and is truly a long-term
commitment. I own 18% of HEI's shares. And just like you, I bought each one of
them at market price. As a result, my interests are completely aligned with your
interests in the Company, and you can count on me to fight to ensure success for
both of us.
Please join with us by voting FOR each proposal on the GREEN proxy card. We need
for your support in this contest and I personally appreciate your voting with
us. Together we can realize HEI's true potential.
Sincerely yours,
Anthony J. Fant
July 15, 1998
FANT INDUSTRIES INC.
Exhibit (a)(41)
To the Shareholders of HEI, Inc.:
HEI's directors are showing you pages and pages of statistics to
convince you that they are doing a great job, that they are optimistic about
HEI's future under their leadership and that they deserve the stock
compensation they've been taking.
As you know, we have a different view. But you don't have to
take our word for it.
Ask yourself...
If the directors are doing so well, then why is HEI's stock
performing so poorly, even when the stock market, and
especially technology stocks, have soared over recent years?
Ask yourself...
If the directors really think that HEI has a bright future under their
leadership, then why do they hold so little stock themselves and why do they
consistently sell their stock within days of exercising their options?
Ask yourself...
Do you think that top management deserved the 250,000 stock options
- more than 6% of the Company's shares - given to them from December 1997 to
March 1998, after your HEI shares lost more than 50% of their value?
Ask yourself...
Do you want your investment sitting with directors who
have failed to find ways for HEI to participate in the
industry's growth and who appear to be fearful of change
or...
Do you want to participate in revitalizing HEI with
Anthony Fant, who has an unquestionable record of
success in identifying growth opportunities and creating value.
[Bar graph with the following heading: Ask Yourself... Which Track Record
Merits Your Support?
Data for graph:
Fant HEI, Inc.
$10,000 invested in June 1993 $10,000 $10,000
Value of that $10,000 as of June 1998 $109,900 $7,030
+999% -30%
Footnote to June 1998 Fant value: Represents the net proceeds upon
disposition of, less the equity investment in, Fant's businesses. Fant's
businesses are privately held, and the figure shown is based on asset values
derived from selling the businesses. Accordingly, the Fant value may reflect
significant control premiums that are not necessarily reflected in the stock
market value of a public company. Past performance is not necessarily indicative
of future results.
Footnote to June 1998 HEI, Inc. value: Represents the difference between
HEI's stock price of $9.25 on June 30, 1993 and $6.50 on June 30, 1998. No
dividends were paid during this period.]
FANT INDUSTRIES INC.
Exhibit (a)(42)
July 15, 1998
A Message to Fellow Shareholders of HEI, Inc. from Anthony J. Fant,
We are very pleased to let you know that we have increased our tender offer
price for HEI shares to $9.00 in cash.
We believe that this is a very strong offer and that it demonstrates our
commitment to HEI and our confidence in its future under our leadership.
If you share our belief that this is a strong offer, we urge you to tender
your shares and send in your GREEN proxy cards today. You are not required to
vote your proxy card to tender your shares. However, for us to deliver this
value to you, it is essential that the proposals on the GREEN proxy cards are
passed at the Special Meeting of Shareholders on Tuesday, August 4th.
We, like you, have seen many statistics developed by HEI's directors
recently in their effort to convince you that they have earned your support. We
invite you simply to compare their track record to our track record and then
decide for yourself. As shown in the attached graph, A $10,000 INVESTMENT IN HEI
FIVE YEARS AGO IS WORTH ONLY ABOUT $7,000 TODAY. IN CONTRAST, A $10,000
INVESTMENT IN OUR GROUP OF BUSINESSES FIVE YEARS AGO IS WORTH WELL OVER $100,000
TODAY.
We believe that our offer and track record speak for themselves. We hope
that you agree and that you will join with us in revitalizing HEI.
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.
You are not required to vote your proxy card to tender your
shares. However, for us to deliver this value to you, it is
essential that the proposals on the GREEN proxy cards are passed.
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The Fant Industries 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.
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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.
