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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.17)
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HEI, Inc.
(Name of Subject Company)
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FANT INDUSTRIES INC.
(Bidder)
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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.17.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (26) Press release, dated June 9, 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: June 9, 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
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, Inc.
(212) 843-8500
FOR IMMEDIATE RELEASE
FANT ANNOUNCES AGGRESSIVE PLAN TO REFORM HEI STOCK COMPENSATION
NEW YORK, NEW YORK - June 9, 1998 - Fant Industries Inc., which is seeking
control of HEI, Inc. (Nasdaq: HEII) of Victoria, Minnesota., has announced an
aggressive, highly incentive-based plan for director stock compensation in
which no director stock options will be exercisable unless and until HEI's
stock price reaches $25.00 per share. HEI's stock closed yesterday at $5 3/4
per share. Fant Industries is controlled by Anthony J. Fant, who is HEI's
largest shareholder with 18% of its outstanding shares.
"This is how an incentive plan should work," said Mr. Fant, "and it will be
our first action when we gain control of the Board. No longer will HEI
directors be able to reward themselves in the face of poor operating
performance and poor shareholder return. Under our plan, directors will be
rewarded if, and only if, the shareholders have been rewarded first."
Under Mr. Fant's plan, each director will be granted stock options exercisable
at the current stock price, BUT NONE OF THESE OPTIONS WILL BE EXERCISABLE
UNLESS AND UNTIL HEI'S STOCK PRICE REACHES $25.00 PER SHARE WITHIN 5 YEARS.
The Fant Group has previously stated its commitment to reforming the Company's
existing director stock compensation system, which has rewarded the current
Board and senior management in the face of poor operating results and stock
market performance, including the decline of the stock price from a high of
$12 3/8 to a low of 4 1/8 during 1997.
A special meeting of shareholders is scheduled for August 4, 1998 to allow the
shareholders directly to remove obstacles to Fant's $8.00 per share cash
tender offer. Among other things, HEI shareholders will vote on replacing the
current directors (other than Eugene Courtney) with Fant's slate. Holders of
record as of June 9, 1998 will be eligible to vote.
Mr. Fant and Fant Industries Inc. mailed on April 23, 1998, a proxy statement
and related materials to HEI's shareholders to solicit proxies to be used at
this special meeting. The proxy solicitation was preceded by an $8.00 per
share cash tender offer commenced by Fant Industries on March 10, 1998 to buy
an additional 11.5% of the Common Stock of HEI.
Fant Industries has retained Beacon Hill Partners, Inc. for solicitation and
advisory services.
