HEI INC
DEFA14A, 1998-08-04
SEMICONDUCTORS & RELATED DEVICES
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                                                                   NEWS RELEASE



[LETTERHEAD]



                 HEI ASTOUNDED BY FANT'S LATEST PRESS RELEASE

VICTORIA, MN (August 3, 1998)   Eugene Courtney, HEI's Chief Executive 
Officer, said today that the Company was astounded by Mr. Fant's comments in 
this morning's press release.

Courtney stated, "Fant's comments this morning continue his disturbing 
pattern of mischaracterizing the facts. Unfortunately, we once again need to 
set the record straight.

- -  Mr. Fant has placed calls to me from time to time for the apparent 
   purpose of twisting our conversations or lack of conversations into 
   distorted press releases or advertisements. Our most recent call was on 
   Saturday. I did not refuse to sit down with him as he alleged. Indeed, I 
   called him on Sunday and left a message that we remain willing to sit 
   down with him to hear any constructive proposals that he might have to 
   benefit all shareholders. That apparently is not what Mr. Fant wanted to 
   hear.

- -  HEI is very interested in letting the shareholders decide. We will not 
   delay the meeting or the vote. However, under Minnesota law, the Fant 
   group can vote only 20% of the HEI shares, and we believe that the group 
   includes not just Mr. Fant, but his sister and his financial advisor, and 
   together that group owns more than 20% of the shares. We are seeking a 
   court decision to that effect. As directors, we have a duty to ensure that 
   the Fant group's shares are voted in accordance with Minnesota law.

- -  The Federal Court in Alabama determined that HEI's legal action should be 
   heard in Alabama solely because Fant hastily filed suit in Alabama before 
   HEI, in response to Fant's lawsuit, reluctantly filed its action in 
   Minnesota. We believe that Fant's early filing in Alabama was made for the 
   purpose of assuring that HEI's claims would be heard in Alabama. The 
   Alabama judge will hear HEI's claims for a preliminary injunction tomorrow 
   morning.

- -  HEI also believes that Fant has used numerous misleading advertisements 
   and press releases. Two of the most blatantly untrue assertions are--that 
   HEI's earnings have declined dramatically during the past five years and 
   that it is necessary to vote in favor of Fant to tender shares into the 
   tender offer. We believe that these untrue statements were deliberately 
   intended to confuse shareholders into voting for Fant, and the court 
   should decide whether that confusion has made an informed decision 
   impossible.

It is very upsetting to HEI that constructive dialog with Mr. Fant appears 
impossible because of Mr. Fant's apparent desire to distort conversations for 
his personal gain rather than to engage in meaningful discussions."

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HEI IS A MINNESOTA-BASED COMPANY SPECIALIZING IN THE DESIGN AND MANUFACTURE 
OF ULTRAMINIATURE MICROELECTRONIC DEVICES AND HIGH TECHNOLOGY PRODUCTS 
INCORPORATING THOSE DEVICES. THE COMPANY'S STOCK TRADES ON THE NASDAQ 
NATIONAL MARKET UNDER THE SYMBOL HEII.
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