SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):September 3, 1998 HEI, Inc. --------- (Exact name of Registrant as specified in its charter) Minnesota 0-10078 41-0944876 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S.Employer jurisdiction of File Number) Identification No.) incorporation) 1495 Steiger Lake Lane, Victoria, MN 55386 - ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (612) 443-2500 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Item 4. Changes in Registrant's Certifying Accountants On September 3, 1998, PriceWaterhouseCoopers resigned as independent accountants for the Registrant. During the two most recent years and through the date of resignation, there were no disagreements with PriceWaterhouseCoopers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. PriceWaterhouseCoopers' report on the Registrant's consolidated financial statements for any of the past two years did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized. HEI, INC. ----------------------- (Registrant) By: /s/ Jerald H. Mortenson ------------------------ Jerald H. Mortenson Chief Financial Officer Date: September 11, 1998 EXHIBIT INDEX Exhibit Number Description 16 Letter from former accountants. EXHIBIT 16 [PriceWaterhouseCoopers letterhead] September 11, 1998 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549 Re: HEI, Inc. Ladies and Gentlemen: We have read the above-referenced Registrant's response to Item 4 - Changes in Registrant's Certifying Accountants of its Current Report on Form 8-K dated September 3, 1998 and agree with the statements made therein insofar as they relate to our firm. Sincerely, /s/ PriceWaterhouseCoopers