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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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HEI, INC.
(Name of Subject Company)
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HEI, INC.
(Name of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.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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EUGENE W. COURTNEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HEI, INC.
P.O. BOX 5000
1495 STEIGER LAKE LANE
VICTORIA, MINNESOTA 55386
(612) 443-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
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COPIES TO:
DEANNE M. GRECO
Moss & Barnett,
A Professional Association
4800 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-4129
(612) 347-0287
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HEI, Inc. hereby amends and supplements its Solicitation/Recommendation
Statement on Schedule 14D-9 filed with the Securities and Exchange Commission on
March 20, 1998 in response to the Tender Offer Statement on Schedule 14D-1 filed
by Fant Industries Inc., as set forth below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended to add the following:
Exhibit 4 Letter to Shareholders dated April 15, 1998.
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.
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HEI, INC.
By /s/ EUGENE W. COURTNEY
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Eugene W. Courtney,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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Dated: April 15, 1998
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Exhibit 4
HEI, Inc.
Box 5000
1495 Steiger Lake Lane
Victoria, MN 55386
(612) 443-2500
Fax (612) 443-2668
April 15, 1998
Dear Shareholder:
You may have recently received a number of communications concerning the tender
offer of Fant Industries, Inc. and Anthony J. Fant for 11.5% of HEI's
outstanding shares and his requirement that the Board GIVE HIM CONTROL of HEI's
Board and the Company's assets AS A CONDITION TO THE OFFER. FUNDAMENTALLY, WE
BELIEVE THAT A CHANGE IN CONTROL OF THE BOARD UNDER THESE CIRCUMSTANCES SHOULD
BE DECIDED BY THE SHAREHOLDERS, AFTER RECEIPT OF FULL DISCLOSURE AND A FULL
OPPORTUNITY TO EVALUATE THEIR CHOICES, NOT BY THE BOARD.
Mr. Fant has a right to demand a shareholders meeting and, if he does so, your
Board will respond in accordance with applicable law. Under the federal proxy
rules, we are presently constrained from replying to many of the statements and
claims of Mr. Fant. WE WANT TO ASSURE YOU, HOWEVER, THAT THERE WILL BE PLENTY OF
TIME AND OPPORTUNITY FOR US TO ANSWER YOUR QUESTIONS AND FOR EACH OF US TO MAKE
OUR CASE IN ACCORDANCE WITH THESE RULES. We assure you that within the
constraints imposed by Minnesota law, we will take the time necessary in order
to communicate fully with you regarding this matter, to consider alternatives
and to give you the time necessary to make a decision without undue time
pressure.
We thank you for your interest and patience and look forward to communicating
with you further. We urge you not to tender into the offer for the reasons
stated in our communication of March 20, 1998, including, among other things,
that the offer is for only 11.5% of the Company's shares and that the offer is
subject to numerous conditions, including the requirement that the Board give
him control of the Company--a decision that the Board believes under the
circumstances should be made by the shareholders. We remind you that you have
the legal right to withdraw your tendered shares.
Thank you.
Sincerely,
HEI, Inc. Board of Directors
Robert L. Brueck
Eugene W. Courtney
William R. Franta
Frederick M. Zimmerman
