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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.31)
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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.31.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (50) Press release, dated August 3, 1998.
(a) (51) Press release, dated August 3, 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: August 3, 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) (50)
Fant Industries Inc.
2154 Highland Avenue
Birmingham, AL 35205
Phone: (205) 933-1030
For more information contact:
Anthony J. Fant
(205) 933-1030
Richard Grubaugh
Beacon Hill Partners
(212) 843-8500
FOR IMMEDIATE RELEASE
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FANT OBTAINS FAVORABLE COURT RULING
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NEW YORK, NEW YORK - August 3, 1998 - On Friday, July 31st, the federal
district court for the northern district of Alabama enjoined HEI's directors
from asking a Minnesota court to prevent the removal of HEI's directors in the
event that shareholders vote in favor of Fant's proposals. HEI's directors
were not seeking to delay the special meeting of shareholders called for
tomorrow, August 4th. Rather, they were seeking to have the court prevent
their replacement on the Board, even if a majority of the company's
shareholders vote in favor of Fant's proposals to remove the current directors
and elect the Fant director nominees. HEI's directors immediately sought the
same injunction in the Alabama court.
Exhibit (a) (51)
Fant Industries Inc.
2154 Highland Avenue
Birmingham, AL 35205
Phone: (205) 933-1030
For more information contact:
Anthony J. Fant
(205) 933-1030
Richard Grubaugh
Beacon Hill Partners
(212) 843-8500
FOR IMMEDIATE RELEASE
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FANT BLASTS HEI DIRECTORS FOR CONTINUED EFFORT TO USURP
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SHAREHOLDER VOTE
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NEW YORK, NEW YORK - August 3, 1998 - Anthony J. Fant, President and
controlling shareholder of Fant Industries Inc., who is seeking control of
HEI, Inc., blasted HEI's incumbent directors for seeking in court to deny
shareholders their right to vote for the replacement of the incumbent
directors. Mr. Fant called on HEI's directors to "stop playing games and to
respect the democratic process of a shareholder vote."
Mr. Fant expressed outrage that the directors have asked a court to enjoin
their removal, without regard to the shareholders' wishes. "A federal court
stopped them from bringing this action in Minnesota. Now they are trying to do
it in Alabama," said Mr. Fant. "The ultimate power in this corporation belongs
to the shareholders - not the directors. This is a basic premise of corporate
democracy. It is beyond belief that these directors would attempt to
disenfranchise the shareholders and undermine a time honored process,
especially at the eleventh hour after they have made every effort to tell
their side of the story."
Fant has repeatedly, but without success, urged Eugene Courtney to negotiate a
resolution of the proxy contest. "We have asked Mr. Courtney several times,
most recently this Saturday, to sit down and discuss an alternative that would
allow everyone to win," said Mr. Fant. "He has refused each time. As we have
said all along, we want to work with management to find a way for everyone to
win and, most importantly, for HEI's shareholders to win."
We deeply appreciate the strong broad-based support and positive feedback we
have been getting from our fellow shareholders in this proxy contest. While we
do not know how the final vote will come out, it is clear that there is a very
large constituency of shareholders who want us to lead change at HEI."
"HEI's shareholders have heard each side of the story, and now it is their
turn to speak," added Mr. Fant. "The directors should put aside their personal
interests and let the shareholders have their say and make their choice. The
shareholders' decision must be honored."
