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.2)
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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.2.
ITEM 11) MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following:
(a) (10) Tender Offer Information Script.
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 20, 1998
By: /s/ Anthony J. Fant
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Anthony J. Fant
President and Chief Executive Officer
Fant Industries Inc.
Tender Offer Information Script
Q: Why should I tender my shares?
A: $8.00 $8.00 $8.00 You'll be getting a significant cash premium --
25% over the recent market price and 78% over the undisturbed price
(that is, the price before Mr. Fant began accumulating shares in
December).
Q: What if some of my shares don't get accepted in the tender offer (i.e.,
because of proration)?
A: Then you'll still get a significant premium for those shares that are
accepted and, if some of them are not accepted because of proration,
they will be returned to you and you'll continue to own them.
Furthermore, in the transaction you will pay no fees or commissions.
Q: Who is Anthony Fant?
A: Mr. Fant is by far the Company's largest shareholder. He currently owns
about 18.1% of the outstanding shares. As are many investors, he is
dissatisfied with the Company's performance and wants to put it on the
correct strategic path for future growth.
Q: What is his background?
A: He's a businessman who built his first television station in 1985 and
over the next 10 years created a group of television and radio stations
in diverse areas of the country, including KQDS radio in Duluth,
Minnesota. Now he owns a number of diversified businesses.
Q: How can he possibly run a microelectronics business in Minnesota?
A: He is not looking to bring in expertise in microelectronics. What he
brings is his strategic leadership skills, developed over many years of
business experience, that complement the operating experience of the
current management. He is the missing piece that he hopes will allow
the Company to become a dynamic growing company.
Q: Are you sure he doesn't want to just bust up this company?
A: He does not have any plans to liquidate the Company, bust it up or do
anything else to disturb operations. His success has been based on
turning around underperforming businesses -- not destroying them. He
---
sees HEI as an opportunity to do the same - to use his talents as an
innovative, strategic leader to revitalize the Company - and he has put his
own money on the line and is willing to invest more.
Q: Why is Mr. Fant offering to buy only 11.5%?
A: Mr. Fant sees major advantages in keeping the Company public and does
not want to own so much that the shares become illiquid. Plus, he
thinks that a 30% cash equity investment gives him a direct interest in
the performance of the Company and the return to shareholders.
Q: What are Mr. Fant's plans?
A: As the Company's largest shareholder by far, Mr. Fant wants to control
the Company so that he can work from the inside to revitalize it and
maximize shareholder value. This may include the initiation of a
program to acquire strategically related businesses or taking other
actions to put the Company's liquid assets to work for the benefit of
all shareholders.
Q: Why does Mr. Fant need control to implement his plans, and why does he
deserve to have control?
A: Mr. Fant has made a significant cash equity investment in the Company
and does not have sufficient confidence in the current directors to
allow his investment to sit in their hands and under their control. As
a 30% shareholder, he would be 5 times more deserving than the current
directors and management to control the Company since they collectively
hold shares representing only about 6% of the Company. Who has a
greater interest in providing shareholder return?
Q: Does Mr. Fant intend to complete the offer?
A: Absolutely. There are procedures available to the Board pursuant to
which it can act promptly to help complete the offer. Without the
Board's support, Mr. Fant still intends to act promptly to complete the
offer with the help of the shareholders.
