SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Under Rule 14a-12
DEL GLOBAL TECHNOLOGIES CORP.
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(Name of Registrant as Specified in Its Charter)
STEEL PARTNERS II, L.P.
WARREN G. LICHTENSTEIN
WEBFINANCIAL CORPORATION
HENRY PARTNERS, L.P.
MATTHEW PARTNERS, L.P.
HENRY INVESTMENT TRUST, L.P.
CANINE PARTNERS, L.L.C.
DAVID W. WRIGHT
GERALD M. CZARNECKI
SUZANNE M. HOPGOOD
WALLACE BARNES
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable
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(2) Aggregate number of securities to which transaction applies: Not applicable
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): Not applicable
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(4) Proposed maximum aggregate value of transaction: Not applicable
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(5) Total fee paid: Not applicable
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/ / Fee paid previously with preliminary materials:
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable
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(2) Form, Schedule or Registration Statement No.: Not applicable
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(3) Filing Party: Not applicable
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(4) Date Filed: Not applicable
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Steel Partners II, L.P. ("Steel") is filing materials contained in
this Schedule 14A with the Securities and Exchange Commission in connection with
a possible solicitation of proxies in support of the election of the nominees of
Steel to the Board of Directors of Del Global Technologies Corp. (the "Company")
at the 2003 annual meeting of the stockholders of the Company scheduled to be
held on May 14, 2003, or any other meeting of stockholders held in lieu thereof,
and any adjournments, postponements, reschedulings or continuations thereof (the
"Annual Meeting").
Item 1: On April 22, 2003, Steel issued the following press release
announcing that it has added Wallace Barnes to its slate of nominees for
election to the Del Global Board of Directors at the Annual Meeting.
PRESS RELEASE
WALLACE BARNES ADDED TO DEL GLOBAL TECHNOLOGIES CORP.
STOCKHOLDERS' SLATE FOR MAY 14TH ANNUAL MEETING
NEW YORK, NY - April 22, 2003 -- A group of Del Global Technologies
Corp. (Pink Sheets: DGTC.PK) stockholders today announced that they have added
Wallace Barnes to their slate of nominees for election to the Del Global Board
of Directors at the Company's annual meeting of stockholders scheduled for May
14, 2003. The group includes Steel Partners II, L.P., an investment partnership
controlled by Warren Lichtenstein, and Henry Investment Trust, L.P., which acts
as general partner to private investment partnerships managed by investor David
W. Wright.
Commenting on Mr. Barnes' addition to the slate, Mr. Wright noted
that "We are delighted that Mr. Barnes has agreed to join us in seeking to bring
true shareholder representation to the Del Global board. His record of
accomplishment and broad experience are significant resources that will be of
real value to Del Global shareholders as we move forward."
Wallace Barnes formerly served as Chief Executive Officer, Chairman
of the Board and Non-Executive Chairman of Barnes Group Inc., a diversified
international manufacturer of precision components and assemblies and
distributor of industrial supplies listed on the NYSE. Mr. Barnes has also
served as a director of Aetna Life & Casualty Company, a predecessor of
Aetna Inc.(NYSE), a leading health care provider; as Chairman of the Board and a
director of Rohr, Inc.(NYSE), an aerospace supplier prior to its merger with B.
F. Goodrich Company; and a director of Rogers Corporation (NYSE), a developer
and manufacturer of high-performance specialty materials for the wireless
communications, computers and networking, imaging, transportation and consumer
industries.
Warren Lichtenstein, Managing Partner of Steel Partners II, L.P.
noted that, "The addition of Mr. Barnes as a nominee highlights once again the
fact that this slate is comprised of independent, accomplished business-persons
seeking to bring change to Del Global for the benefit of all shareholders. We
consider ourselves fortunate that Wally Barnes was able to take on this
commitment on the short notice necessitated by the Del Board's recent actions."
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CERTAIN INFORMATION CONCERNING PARTICIPANTS
STEEL PARTNERS II, L.P. ("STEEL") HAS MADE A PRELIMINARY FILING WITH
THE SEC OF PROXY MATERIALS TO BE USED TO SOLICIT VOTES FOR THE ELECTION OF ITS
NOMINEES AT THE ANNUAL MEETING OF STOCKHOLDERS OF DEL GLOBAL TECHNOLOGIES CORP.
(THE "COMPANY") SCHEDULED FOR MAY 14, 2003. STEEL STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT WHEN IT IS AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY STATEMENT WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION,
THE PARTICIPANTS IN ANY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE
PARTICIPANTS' PROXY SOLICITOR, INNISFREE M&A INCORPORATED, AT ITS TOLL-FREE
NUMBER: 888-750-5834. DETAILED INFORMATION REGARDING THE IDENTITY AND INTERESTS
OF INDIVIDUALS WHO MAY BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES
RELATING TO THE ANNUAL MEETING OTHER THAN WALLACE BARNES IS AVAILABLE IN THE
PRELIMINARY PROXY STATEMENT FILED BY THE PARTICIPANTS WITH THE SEC ON APRIL 16,
2003. DETAILED INFORMATION RELATING TO WALLACE BARNES IS AVAILABLE IN THE
SCHEDULE 13D FILED BY THE PARTICIPANTS WITH THE SEC ON THE DATE HEREOF.
Contact: Michael Brinn
Innisfree M&A Incorporated
Telephone: 212-750-8253
