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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.15)
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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.15.
ITEM 4) SOURCE AND AMOUNTOF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby amended to add the following:
On April 23, 1998, Mr. Fant signed a commitment letter (the"Commitment
Letter") with National Bank of Commerce ("NBC") whereby NBC would make
available up to $4 million in line of credit borrowings pursuant to the terms
of a margin agreement (which has not, to date, been executed). The
Commitment Letter, attached hereto as Exhibit (b) (3), is incorporated herein
by reference.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (23) Press Release, dated May 21, 1998.
(a) (24) Letter to Shareholders, dated May 21, 1998.
(b) (3) Commitment Letter from National Bank of Commerce
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: May 21, 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)(23)
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 - May 21, 1998 -- The Fant Industries Inc. tender offer,
proration period, and withdrawal rights have been extended and will expire on
Monday, June 15, 1998 at 12:00 midnight New York City Time unless extended
further. To date, approximately 1,568,000 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.
Exhibit (a)(24)
FANT INDUSTRIES INC.
2154 Highland Avenue
Birmingham, Alabama 35205
May 21, 1998
To Fellow Shareholders of HEI, Inc.:
Two weeks ago we demanded a special meeting of shareholders, pursuant to
our rights under Minnesota law. We have taken this step and the step of
soliciting proxies to enable you directly to remove the obstacles to
completion of our $8.00 per share cash tender offer.
The Board has failed so far to set the meeting date. They have chosen
instead to engage in a campaign of delay, and they have refused to act
despite your overwhelming support for our offer. Apparently, they are
satisfied with the Company's performance and believe that change is
unnecessary.
We want to consummate the offer now. We see a window of opportunity to
initiate growth now. We are committed to the principle that these are
matters for you to decide. To this end, we have sent the Board a second
letter urging them to stop standing in the way of your decision.
The Board itself has previously said that you, and not them, are the
ones who should decide these issues. If they truly believe what they have
said, they will hold the special meeting promptly and let you have your say
and make your choice.
Join us today in challenging the Board to hold the meeting promptly or
explain their delay. If you have not already done so, we urge you to sign
and mail the enclosed GREEN proxy card right away. No matter when the
meeting is held, right now is the time for all shareholders to demand the
cash premium and new leadership that we have offered.
For our part, we will continue to do everything possible to promptly
replace the current HEI Board with director nominees committed to delivering
to you:
* immediate value by completing the tender offer, and
* long-term value by putting HEI on a path for earnings growth.
If you have questions or need assistance in voting your shares, please
call Beacon Hill Partners at (800) 755-5001.
Anthony J. Fant
FANT INDUSTRIES INC.
Exhibit(b)(3)
National Bank of Commerce
P.O. Box 10686
Birmingham, Alabama 35202
Robert B. Aland
Senior Vice President
April 3, 1998
Anthony J. Fant Via Fax 933-1040
Fant Broadcasting Company, Inc.
2154 Highland Avenue, South
Birmingham, AL 35205
Dear Anthony:
I appreciate your efforts to reach me while you were on the road this week,
and am sorry that we were unable to speak. The following is a term sheet for
your review which is designed to outline the general terms under which we
propose to make available to you up to $4 million in line of credit
borrowings. Of course, funding is subject to documentation satisfactory to
NBC.
BORROWER Anthony J. Fant or Fant Broadcasting Company, Inc.
(with individual guarantee)
AMOUNT Up to $4,000,000
PURPOSE Acquisition of stock of HEI, Inc.
INTEREST RATE 30 or 90 day LIBOR + 1.50%, floating
REPAYMENT Interest only payments due monthly
COLLATERAL NBC Securities, Inc. account with the following stock:
475,000 shares of Paxson Communications Corp.
724,900 shares of HEI, Inc. (at closing)
467,886 shares of HEI, Inc. (added after Tender)
Borrowing availability and terms will be governed by a
Margin Agreement
OTHER TERMS NBC requires that all outstanding borrowings under the
line be secured at least 100% with Paxson stock (at
market value), and at least 200% with Paxson and HEI
stock (at market value).
FINANCIAL STATEMENTS Annual financial statements on Anthony J. Fant and
Fant Broadcasting, along with other supporting
information as requested by NBC, will be provided.
This commitment may be terminated by NBC prior to closing if documentation is
not delivered and all conditions of this letter are not satisfied by April
30, 1998, or if there has occurred any change in the financial condition,
operations or business prospects of the Borrowers that NBC, in its sole
judgement, considers material adverse.
If the terms and conditions outlined herein are satisfactory to you, please
indicate your acceptance by signing below and returning the original to me by
April 9, 1998.
It has been a pleasure working with you and Steve. We appreciate the
confidence you have placed in NBC, and look forward to working with you for
years to come.
With best regards, I am
Very truly yours,
Robert B. Aland
Senior Vice President
Accepted
/s/ Anthony J. Fant
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Anthony J. Fant
May 21, 1998
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: HEI, Inc.
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Ladies and Gentlemen:
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934, as
amended, transmitted herewith for filing with the Securities and Exchange
Commission is Amendment No. 15 to Schedule 14D-1 for Fant Industries Inc.
Please direct any communications relating to this filing to the
undersigned at (212) 839-5546.
Very truly yours,
Michael A. King
