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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.32)
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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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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.32.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a)(52) Press release, dated August 4, 1998.
(a)(53) Press release, dated August 4, 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: August 4, 1998
FANT INDUSTRIES INC.
By:/s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
/s/ Anthony J. Fant
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Anthony J. Fant
Exhibit (a)(52)
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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VICTORIA, MN (August 4, 1998) Anthony J. Fant, who controls Fant Industries
and is seeking control of HEI, Inc. (Nasdaq: HEII), said today that he
disagrees with Courtney's account of a voice mail message that Courtney had
left with Fant on Sunday. In an HEI press release yesterday Courtney accused
Fant of distorting that message in Fant's press release yesterday morning, in
which Fant said Courtney declined to meet. Said Fant, " I saved Gene's voice
mail message, it speaks for itself, and we will make it available to anybody
who's interested. Gene knows we've tried to negotiate all along. It's
unfortunate that this contest hasn't been resolved through negotiations. At
this point we hope that Gene is sincere in his public commitment to letting
the shareholders decide and that he will abide by their decision."
Exhibit (a)(53)
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 EXTENDS OFFER FOR SHARES OF HEI, INC.
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NEW YORK, NEW YORK - August 4, 1998 -- The Fant Industries Inc. tender offer,
proration period, and withdrawal rights for shares of HEI, Inc. (Nasdaq: HEII)
have been extended and will expire on Tuesday, August 11, 1998 at 12:00
midnight New York City Time unless extended further. To date, approximately
1,781,000 shares of the Company's Common Stock have been tendered.
R.J. Steichen & Co. is the Dealer Manager, and Beacon Hill Partners, Inc. is
the Information Agent.
