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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.1)
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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.1.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (9) Letter to Shareholders, dated March 17, 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 18, 1998
By: /s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
FANT INDUSTRIES INC.
March 17, 1998
To Fellow Shareholders of HEI, Inc.
As you know, we are offering to purchase 11.5% of the outstanding shares
of HEI common stock at $8.00 per share in cash. Our offer represents a 25%
PREMIUM over the closing price of the shares on March 16th and a 78% PREMIUM
over the closing price on the day before our owner, Mr. Anthony J. Fant,
began buying HEI shares in December. Upon completion of the offer, our group
would own 29.6% of the outstanding shares of HEI.
As we have said, we are making our offer in an effort to increase our
ownership of HEI and gain control of the Board. In doing so, we are
committed to putting HEI on the correct strategic path for growth. We are
also committed to reforming a dilutive stock compensation system that has
rewarded the Board and senior management in the face of poor operating
results and stock market performance, including the dramatic decline of the
stock price during 1997.
Although certain obstacles must be removed before our offer can be
completed, there are procedures available to HEI's Board of Directors to help
remove them quickly. It is possible, however, that the Board will choose to
stand in the way of our offer and your opportunity to take advantage of it.
Indeed, the Board may spend the Company's money (that is to say, YOUR MONEY)
on lawyers and bankers in trying to stop the offer.
We believe that YOU, as shareholders of HEI, rather than HEI's Board of
Directors, should have the power to decide whether our $8.00 per share cash
tender offer is fair and in your best interest.
TENDER YOUR SHARES NOW. Send a message to HEI's Board of Directors that
this is YOUR COMPANY and YOUR CHOICE. The more shares tendered, the clearer
the message.
REMEMBER. The Fant Industries offer gives you:
- An immediate 25% cash premium over the recent market price of the
shares
- An opportunity (in the event of proration) to be a part of our
revitalization of HEI as we seek to put it on the correct strategic
path towards a prosperous future
This is not a solicitation of proxies. Any proxy solicitation that we
may sponsor will be conducted only in accordance with applicable laws.
We urge you to read our Offer to Purchase and the related materials
carefully. If you need further information or any assistance in tendering
your HEI shares, please contact:
The Dealer Manager: The Information Agent:
RJ STEICHEN & CO BEACON HILL PARTNERS, INC.
(612) 341-6200 Toll-Free (800) 253-3814
or
Collect (212) 843-8500
