SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)*
HEI, Inc.
- -------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.05 Per Share
- -------------------------------------------------------------------------
(Title of Class of Securities)
404160103
- -------------------------------------------------------------------------
(CUSIP Number)
Michael A. King, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
(212) 839-5300
- -------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 18, 1998
- -------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
_____________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP NO. 404160103 PAGE 1 OF 1 PAGES
--------- ---- ----
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony J. Fant
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS* PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 709,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 709,900
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
709,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
This Amendment No. 1 amends and supplements the statement on Schedule
13D filed with the Securities and Exchange Commission on February 17, 1998 by
Mr. Fant relating to the common stock, par value $.05 per share ("Shares"),
of HEI, Inc. a Minnesota corporation (the "Issuer"). Capitalized terms
contained herein but not otherwise defined shall have the meaning ascribed to
such terms in the initial filing on Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 115,000 Shares purchased by Mr. Fant
not previously reported on a Schedule 13D by Mr. Fant was approximately
$862,825, including brokerage commissions. Such Shares were purchased with
personal funds. No part of the purchase price is represented by borrowed
funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5 (a)-(c) are hereby amended and restated as follows:
(a) Mr. Fant is the beneficial owner of 709,900 shares of Issuer Common
Stock, or approximately 17.4% of Issuer Common Stock based on a total of
4,068,576 shares of Issuer Common Stock stated to be outstanding as of
December 16, 1997 by Issuer in its Quarterly Report on Form 10-Q, which
was filed with the Securities and Exchange Commission on January 13,
1998.
(b) Mr. Fant has sole power to vote or direct the vote and dispose or direct
the disposition of 709,900 shares of Issuer Common Stock.
(c) Transactions in the Shares effected by Mr. Fant since the previous
filing on Schedule 13D by Mr. Fant are described in Schedule A attached
hereto and incorporated herein by reference. All such transactions were
effected in the open market on the Nasdaq National Market.
SIGNATURE
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: February 19, 1998
By:/s/ Anthony J. Fant
---------------------------------
Anthony J. Fant
SCHEDULE A
Schedule of Transactions in the Shares
No. of
Shares
Name Date Purchased Price Per Share/1/
Anthony J. Fant 02/18/98 50,000 7.4375
02/18/98 65,000 7.5000
- -------------------------
/1/ Does not include brokerage commission.
