HEI INC
DFAN14A, 1998-05-20
SEMICONDUCTORS & RELATED DEVICES
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                           SCHEDULE 14A INFORMATION

               PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant {  }
Filed by a Party other than the Registrant {x}

Check the appropriate box:
{ }      Preliminary Proxy Statement { }    Confidential, for Use of the
                                            Commission Only (as permitted
{ }      Definitive Proxy Statement         by Rule 14a-6(e) (2))
{x}      Definitive Additional Materials
{ }      Soliciting Material Pursuant to 
         Section 240.14a-11 or Section
         240.14a-12

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

                             FANT INDUSTRIES INC.
                  (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

         {x}      No fee required.

         { }      Fee computed  on  table below per Exchange Act Rules  14a-6(i)
                  (1) and 0-11.

                  (1)   Title of each class of securities  to which  transaction
                        applies:
                        --------------------------------------------------------
                  (2)   Aggregate  number  of  securities  to which  transaction
                        applies:
                        --------------------------------------------------------
                  (3)   Per unit price or other  underlying value of transaction
                        computed  pursuant to Exchange  Act Rule 0-11 (Set forth
                        the  amount on which the filing  fee is  calculated  and
                        state how it was determined):
                        ------------------------------------------------------- 

                  (4)   Proposed maximum aggregate value of transaction:
                        -------------------------------------------------------

                  (5)   Total fee paid:
                        -------------------------------------------------------
{ }       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 was paid previously.  Identify the previous filing by
          registration  statement number, or the Form or Schedule and the date
          of filing.


         (1)      Amount Previously Paid:
         -------------------------------------------------------------------
         (2)      Form, Schedule or Registration Statement No.:
         -------------------------------------------------------------------
         (3)      Filing Party:
         -------------------------------------------------------------------
         (4)      Date Filed:
         -------------------------------------------------------------------




                             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 URGES HEI BOARD TO HOLD SPECIAL MEETING PROMPTLY
- -----------------------------------------------------

NEW YORK, NEW YORK - May 20, 1998 - In a letter to the Board of Directors of
HEI, Inc. (Nasdaq: HEII) of Victoria, Minnesota, Anthony J. Fant urged the
Board to promptly hold the special meeting of shareholders that he demanded
nearly two weeks ago. The Board has failed so far to call the special meeting
to remove obstacles to Fant's $8.00 per share cash tender offer. Among other
things, HEI shareholders will vote on replacing the current directors (other
than Eugene Courtney) with Fant's slate.

"We want to consummate the offer now," Mr. Fant said. "We see a window of
opportunity to initiate growth now," he added. "We urge the Board to end its
campaign of delay. Stop standing in the way of the shareholders' ability to
have their say and make their choice. Hold the special meeting now and let
them decide."

Mr. Fant's letter urges the Board to hold the special meeting in early June
and not push it back to the last permissible date.

Mr. Fant and Fant Industries Inc. mailed on April 23, 1998, a proxy statement
and related materials to HEI's shareholders to solicit proxies to be used at
this special meeting. The proxy solicitation was preceded by an $8.00 per
share cash tender offer commenced by Fant Industries on March 10, 1998 to buy
an additional 11.5% of the Common Stock of HEI.

Fant Industries has retained Beacon Hill Partners, Inc. for solicitation and
advisory services.




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