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.