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. 2)*
HEI, Inc.
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(Name of Issuer)
Common Stock, Par Value $.05 Per Share
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(Title of Class of Securities)
404160103
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(CUSIP Number)
Michael A. King, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
(212) 839-5300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 4, 1998
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(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 9 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) /x/
(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 734,900
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 734,900
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,900
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.1%
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
CUSIP NO. 404160103 PAGE 1 OF 1 PAGES
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fant Industries Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS* AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 10,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 10,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER -0-
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent
14 TYPE OF REPORTING PERSON*
CO
*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. 2 amends and supplements the statement on Schedule
13D filed with the Securities and Exchange Commission on February 17, 1998 by
Mr. Fant, as amended, 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 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following:
In addition to Mr. Fant, this statement is being filed on behalf of Fant
Industries Inc., a Delaware corporation ("Fant Industries"). The principal
business address and the address of the principal office of Fant Industries
is 2154 Highland Avenue, Birmingham, AL 35205. Fant Industries was organized
on February 24, 1998 for the purpose of acquiring and holding shares of the
Issuer's Common Stock. Mr. Fant is the sole stockholder of Fant Industries.
The name, business address, present principal occupation or employment,
and citizenship of each director and executive officer of Fant Industries is
included in Schedule A attached hereto and incorporated herein by reference.
Neither Fant Industries nor any executive officer or director of Fant
Industries has, during the past five years, (a) been convicted in a criminal
proceeding, or (b) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or a finding of any violation with respect
to such laws.
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 25,000 Shares purchased by Mr. Fant
not previously reported on a Schedule 13D by Mr. Fant was approximately
$162,625, including brokerage commissions. Such Shares were purchased with
personal funds. No part of the purchase price is represented by borrowed
funds. The 10,000 shares held by Fant Industries were acquired by a
contribution of such shares from Mr. Fant, its sole stockholder.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
On March 4, 1998, Fant Industries publicly announced an offer to
purchase 11.5% of the shares of Issuer's Common Stock for cash and issued the
following press release:
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
(212) 843-8500
FOR IMMEDIATE RELEASE
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FANT INDUSTRIES MAKES UNSOLICITED OFFER FOR ADDITIONAL SHARES OF HEI, INC.
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NEW YORK, NEW YORK -- March 4, 1998 -- Fant Industries Inc., an acquisition
vehicle of Anthony J. Fant of Birmingham, Alabama, has announced a cash
tender offer for 468,000 shares, or 11 1/2%, of the Common Stock of HEI, Inc.
(Nasdaq: HEII) of Victoria, Minnesota, at a price of $8.00 net per share.
The proposed offer represents a 25% premium over yesterday's closing price of
$6 3/8 per share and a 78% premium over the closing price of $4 1/2 per share
on December 1, 1997, which was the day before Mr. Fant began accumulating
HEI's Common Stock.
HEI designs and manufactures ultraminiature microelectronic devices for
medical, telecommunications, computer peripheral and industrial control
applications worldwide.
Fant Industries stated that the purpose of the offer is to increase its
economic stake in HEI and support its efforts to gain control of HEI's Board
of Directors. Completion of the tender offer would boost Fant Industries'
HEI holdings to almost 30% when added to its current position and shares held
directly by Mr. Fant.
The Fant Industries tender offer, proration period and withdrawal rights will
expire on Tuesday, April 7, 1998 at 12:00 midnight New York City Time unless
extended.
R.J. Steichen & Co. is the Dealer Manager, and Beacon Hill Partners, Inc. is
the Information Agent.
The terms and conditions of the offer will be set forth in tender offer
materials to be filed with the Commission on Schedule 14D-1 and to be
disseminated to the Issuer's shareholders.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5 (a)-(c) are hereby amended and restated as follows:
(a) Mr. Fant and Fant Industries, in the aggregate, are the beneficial
owners of 734,900 shares of Issuer Common Stock, or approximately 18.1%
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 734,900 shares of Issuer Common Stock. Fant
Industries has sole power to vote or direct the vote and dispose or
direct the disposition of 10,000 shares of Issuer Common Stock.
(c) Transactions in the Shares effected by Mr. Fant and Fant Industries
since the previous filing on Schedule 13D by Mr. Fant are described in
Schedule B attached hereto and incorporated herein by reference. All
such transactions were effected in the open market on the Nasdaq
National Market, except as otherwise noted in Schedule B.
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: March 6, 1998
By:/s/ Anthony J. Fant
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Anthony J. Fant
SCHEDULE A
DIRECTORS AND EXECUTIVE
OFFICERS OF PURCHASER
The name and present principal occupation or employment of each of the
directors and executive officers of Fant Industries Inc. are set forth below.
The business address of each director and executive officer is 2154 Highland
Avenue, Birmingham, AL 35205. Each such person is a citizen of the United
States.
Name Principal Occupation or Employment
Anthony J. Fant Director, President and Chief Executive Officer of
Fant Industries Inc.
Director, President and Chief Executive Officer of
Fant Broadcasting Company.
Steve E. Tondera, Jr. Director, Vice President, Treasurer, Secretary and
Chief Financial Officer of Fant Industries Inc.
Senior Vice President, Chief Financial Officer of
Fant Broadcasting Company.
SCHEDULE B
Schedule of Transactions in the Shares
No. of Shares
Name Date Purchased Price Per Share/1/
Anthony J. Fant 02/20/98 15,000 6.5000
02/24/98 (10,000)/2/
03/03/98 10,000 6.4375
Fant Industries Inc. 02/24/98 10,000/2/
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/1/ Does not include brokerage commission.
/2/ Represents a contribution of 10,000 Shares by Anthony J. Fant to Fant
Industries Inc.
