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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.26)
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.26.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (39) Press release, dated July 14, 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: July 14, 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
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Exhibit (a) (39)
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
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FANT QUESTIONS MOTIVES OF KINNARD ANALYST
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NEW YORK, NEW YORK - July 14, 1998 - Anthony J. Fant, who is seeking board
control of HEI, Inc. (Nasdaq: HEII), today questioned the motives of John G.
Kinnard analyst, Clint Morrison, who has repeatedly and publicly criticized
Fant's tender offer and efforts to gain control of HEI. Mr. Fant revealed that
in a meeting with Morrison on March 31, 1998, Morrison chastised him for not
hiring Morrison's firm as financial advisor in the tender offer. Mr. Fant had
instead chosen J.G. Kinnard's cross-town rival, R.J. Steichen & Co.
"This looks like a case of sour grapes," said Mr. Fant. "We regret it if
Mr. Morrison has made this a personal issue. But R.J. Steichen appeared to offer
the services we needed, and they have in fact done a great job." Mr. Fant said
it was interesting to him that when he met with Morrison to seek his support,
Morrison "agreed with all of our ideas for revitalizing HEI. Mr. Fant said he
hopes that this will be the last word about all of this. "We just want to make
sure the facts are known, " he said.
"Again, we believe $9.00 per share is a very strong offer. We are bullish
about HEI's future under our leadership, and we are absolutely committed to
completing this tender offer as soon as possible," Mr. Fant concluded.
