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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
(Amendment No.13)
HEI, Inc.
(Name of Subject Company)
FANT INDUSTRIES INC.
(Bidder)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
(Title of Class of Securities)
404160103
(CUSIP Number of Class of Securities)
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.13.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (21) Press Release, dated May 8, 1998.
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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 8, 1998
FANT INDUSTRIES INC.
By:/s/ Anthony J. Fant
Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
/s/ Anthony J. Fant
Anthony J. Fant
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Exhibit (a) (21)
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 DEMANDS SPECIAL MEETING OF HEI, INC. SHAREHOLDERS
NEW YORK, NEW YORK - May 8, 1998 - Anthony J. Fant has demanded a special
meeting of the shareholders of HEI, Inc. (Nasdaq: HEII) of Victoria, Minnesota.
As an 18% shareholder of HEI, Mr. Fant has a state law right to require the
Board of Directors to call this meeting.
Mr. Fant stated that the purpose of the special meeting is to remove
obstacles to his $8.00 per share cash tender offer and to put the Company on a
path for growth. "Now it's time for all shareholders to demand their cash and
new leadership," said Mr. Fant, "and we are urging each of them to sign and mail
the green proxy cards right away."
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. "Speaking from a shareholder's perspective, I urge
the Board to hold this meeting promptly. Let the shareholders have their $8.00
per share of cash now," said Mr. Fant. "We can't afford any games or delay
tactics at the expense of the shareholders, and we certainly can't afford even
another month of instability or excessive stock compensation," he added.
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.
