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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.4)
and
SCHEDULE 13D/*/
Under the Securities Exchange Act of 1934
(Amendment No.3)
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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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/*/ 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 press release dated March 30, 1998 is incorporated herein by reference.
ITEM 10) ADDITIONAL INFORMATION
On March 27, 1998, Fant Industries Inc. and Anthony J. Fant (the
"Plaintiffs") filed a complaint against HEI, Inc. and its directors (the
"Defendants") in the federal district court for the Northern District of
Alabama. The complaint alleges violations of the Securities Exchange Act of
1934 (the "Exchange Act"), tortious interference, breach of fiduciary duty,
and wantonness by the Defendants.
The Plaintiffs allege that the Defendants have violated Sections 14(d)(4) and
14(e) of the Exchange Act in their Schedule 14D-9 filed on March 20, 1998
(including a related letter to shareholders on such date) by making untrue
statements of material fact and omitting to state material facts necessary to
make the statements, in the light of the circumstances under which they were
made, not misleading. Specifically, it is alleged that the Defendants
omitted to state, among other things, material information relating to HEI's
performance, director stock compensation, and insider sales of stock prior to
a dramatic decline in its price. The Plaintiffs assert that these fraudulent
omissions and misstatements by the Defendants, if uncorrected, will cause
irreparable harm to the Plaintiffs because a reasonable stockholder may
reject an otherwise valid tender offer in reliance on these material
omissions and misstatements. The Plaintiffs seek an injunctive order for
the Defendants to issue full curative disclosure including a retraction of
the misleading statements.
The Plaintiffs also sought damages for tortious interference with the
Plaintiffs' business relationships and for breaches of fiduciary duty and for
declaratory relief with respect to Plaintiff's tender offer.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (12) Press Release, dated March 30, 1998.
(a) (13) Press Release, dated March 30, 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 30, 1998
By: /s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
Exhibit (a)(12)
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
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FANT INDUSTRIES FILES PROXY STATEMENT FOR CONTROL OF THE BOARD OF
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DIRECTORS OF HEI, INC.
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NEW YORK, NEW YORK -- March 30, 1998 -- Fant Industries Inc. and its sole
shareholder, Anthony J. Fant of Birmingham, Alabama, have announced the
filing of a preliminary proxy statement with the Securities and Exchange
Commission for a special meeting of shareholders of HEI, Inc. of Victoria,
Minnesota. As an 18% shareholder of HEI, Mr. Fant has a state law right to
require the Board to hold this meeting. The proxy solicitation comes after
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 (Nasdaq:
HEII).
Fant Industries stated that the purpose of the solicitation is to replace all
members of the Board of Directors (other than HEI's President, Eugene
Courtney) with four individuals nominated by Fant Industries, one of which
will fill the currently vacant directorship.
With 18% of HEI's shares already, Mr. Fant is by far the largest shareholder,
and upon completion of the tender offer would own 29.5% of the outstanding
shares. While the Board has questioned whether Mr. Fant deserves control of
HEI with only 30% of the shares, Mr. Fant has noted that the current Board
collectively owns only about 2% of the Company's outstanding shares,
excluding unexercised options.
Mr. Fant noted the fragile, unstable situation created by what he referred to
as a "dangerously narrow customer base." In fiscal 1997, HEI lost a single
customer that accounted for 55% of net sales, and for each of the past 5
years, almost two-thirds of its net sales have come from only two or three
customers. "This Company's still skating on thin ice," said Mr. Fant. "What
if they lose another big customer this year?"
Fant Industries has retained Beacon Hill Partners, Inc. for solicitation and
advisory services.
Exhibit (a)(13)
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
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FANT INDUSTRIES FILES LAWSUIT AGAINST HEI'S BOARD OF DIRECTORS
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NEW YORK, NEW YORK -- March 30, 1998 -- Fant Industries Inc. announces the
filing of a lawsuit against the directors of HEI, Inc. of Victoria, Minnesota
as well as the Company in the federal district court for the Northern
District of Alabama. Fant's complaint alleges, among other things,
violations of federal securities laws in public disclosures by the Company's
directors relating to Fant's tender offer. Anthony J. Fant, who controls
Fant Industries said, "These directors are doing everything they can to keep
their seats on the Board and their lucrative stock options. So I was not at
all surprised at their response to our generous offer." The complaint also
alleges that the directors have breached their fiduciary duties and
interfered with important business relationships.
Fant Industries has made a tender offer for 11.5% of the Common Stock of
HEI at $8.00 per share and would own 29.5% of the Company's outstanding
shares upon completion of the offer. Fant's offer expires at midnight,
eastern time, on April 7, 1998.
