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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No.5)
and
SCHEDULE 13D*
Under the Securities Exchange Act of 1934
(Amendment No.4)
HEI, Inc.
(Name of Subject Company)
FANT INDUSTRIES INC.
(Bidder)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
404160103
(CUSIP Number of Class of Securities)
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
* This Statement is also being filed to satisfy the reporting
requirements of Section 13(d) of the Securities Exchange Act of 1934,
as amended, and shall constitute an amendment to the Statement on
Schedule 13D filed with the Securities and Exchange Commission on
February 17, 1998 by Anthony J. Fant, as amended.
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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.3.
ITEM 5) PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
The advertisement released on March 31, 1998 is incorporated herein by
reference.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (14) Advertisement, dated March 31, 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: March 31, 1998
By: /s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
Exhibit (a)(14)
Tender Your HEI Shares Today
at $8.00 per Share!
DON'T BE FOOLED BY AN ENTRENCHMENT-MOTIVATED BOARD
HEI's Board of Directors says...some of your shares may be returned to you
since we are offering to purchase only a portion of the Company's stock.
The reality is...the Board omitted to tell you that if that happens, you can
have your cake and eat it too. That is, you get your $8.00 PER SHARE for the
ones that are accepted. As for the ones you get back, you get a new Board
committed to revitalizing HEI and making it a dynamic, growing company. By the
way, if we buy all of your shares, you get a 78% PREMIUM over the stock's
undisturbed price of $4.50 per share, which was the trading level in December
before we started buying shares. IF YOU TENDER, YOU WIN EITHER WAY.
WHO TRULY HAS YOUR INTERESTS AT HEART?
The Board says...Anthony Fant doesn't deserve control of the Company if he
owns only 30% upon completion of the tender offer.
The reality is...the current directors collectively hold only about 2% of the
Company's shares. Mr. Fant has already invested $4.3 million to buy 18% of
HEI's outstanding stock and is by far the largest shareholder. So who has a
greater interest in creating shareholder value? During the last 18 months,
these directors have consistently sold their stock within days after they
received it under a special stock compensation plan. What does this behavior
suggest about their faith in the Company's future?
WHY DON'T YOU BUY SAVINGS BONDS INSTEAD?
The Board says...they are proud of the $13.3 million in cash and short-term
investments they have accumulated.
The reality is...this hoarding of cash reflects a lack of vision and has
resulted in a failure to participate in the industry's vibrant growth. Do you
want nearly 50% of the Company's assets merely earning interest at Treasury
bill and similar rates? As Mr. Fant has said, "I just don't think people
bought this stock to invest in a Treasury bond fund."
HOW LONG CAN THIS HOUSE OF CARDS STAND?
The Board says...Fant is taking advantage of "recent setbacks."
Well... there they go again. The reality is...the Company lost a customer that
accounted for 55% of net sales in fiscal 1997. This is not a mere "setback,"
but the foreseeable consequence of a dangerously narrow customer base. In
fact, for each of the past 5 years, a minimum of 64% of the Company's net
sales have come from two or three customers. How long can this house of cards
stand?
Why Would Our Directors Tell Us These Things?
How About to Protect Their
Board Seats and Stock Compensation?
In the face of poor operating performance and a resulting decline in the
market value of the Company's stock, the current directors have continued to
reward themselves through a stock option plan for directors only. Every year,
each director gets options for 10,000 shares, regardless of how well the
Company does and regardless of what your stock does. In the last four years
alone, they've gotten options for 160,000 shares. We strongly believe that to
create the right incentives stock compensation should bear a close
relationship to actual operating results and shareholder value.
Send Them A Message By Tendering Your Shares Today!
[Graph with the following byline: April 7, 1997 - Reuters - HEI announces
that it has "received notice from its largest customer to begin phasing out
production" of that customer's product. "What If HEI Loses Another Big
Customer This Year?" A line graph representing the stock price of HEI from
1/3/97 through 3/27/98 at monthly intervals. The graph notes the point at
which the following events occurred: "Mr. Fant begins accumulating shares
of HEI stock" and "Mr. Fant discloses his intent to gain control of HEI"
FANT INDUSTRIES INC.
