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
/X/ Definitive Additional Materials
/ / 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
the 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 29, 2003, or any other meeting of stockholders held in lieu thereof, and
any adjournments, postponements, reschedulings or continuations thereof.
Item 1: On May 13, 2003, Steel issued the following press release.
STEEL PARTNERS REFUTES DEL GLOBAL ASSERTIONS
(New York, NY - May 13, 2003) Steel Partners II, L.P., sent the
following letter to Samuel Park, CEO of Del Global Technologies Corp. (DGTC.PK),
to correct assertions the company has made with respect to its contested annual
meeting to be held on May 29, 2003.
STEEL PARTNERS, LTD.
590 Madison Avenue
32nd Floor
New York, New York 10022
Tel (212) 758-3232
Fax (212) 758-5789
May 13, 2003
VIA TELECOPY AND FEDEX
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Del Global Technologies Corp.
Attn: Samuel Park, CEO
1 Commerce Park
Valhalla, NY 10595
Dear Sam:
Del Global's Definitive Proxy Statement (the "Proxy Statement") with
respect to the May 29, 2003 Annual Meeting contains assertions that require my
response.
First, on pages 3 and 7 of the Proxy Statement, Del Global asserts
that it contacted all shareholders owning greater than 3% of Del Global to seek
their input on potential director nominees. For the record, Steel was never
contacted in that regard. To the contrary, after Roger Winston resigned from the
board, I personally asked you to advise me, as a significant stockholder, of the
names of any potential nominees. Instead of paying me that courtesy, Edgar
Smith, a colleague from your General Signal days was appointed to the Board.
Additionally, David Wright sent you information regarding our nominees which you
immediately dismissed out of hand.
Second, the Company's Proxy Statement indicates that the current
size of the board was expanded from four to five members to have an odd number
in order to avoid potential tie votes (page 7). In recent press releases, Del
Global makes great effort to point out that Steel was offered three of eight
board seats and that such an offer was turned down. What you do not disclose is
that Steel's request was for either three of seven, or four of nine, seats
precisely so that there would be an odd number of directors to preclude tie
votes. This was a proposal that you rejected out of hand.
It is disingenuous for you to trumpet the importance of expanding
the size of Del Global's board from four to five to obtain an odd number of
members while at the same time disparaging Steel for not accepting three of
eight seats, which would have resulted in an undesirably even number of seats.
You have publicly charged that Steel's refusal to accept three of eight seats is
clear evidence of its desire to take control of Del Global without paying a
premium. What nonsense! We were prepared to accept a minority position on the
Board. Steel's objective is and remains to see that knowledgeable and
experienced directors who are completely independent and not beholding to
management are elected to the Del Global board and who are committed to
improving corporate governance now.
In actual fact, Sam, it can be argued that through the various
actions and steps taken since you joined the Company you have effectively taken
defacto control of Del Global without paying a premium. Through stock options,
bonuses, a costly (to the shareholders) single trigger "golden parachute"
agreement with tax gross-ups, hiring your son, firing all of the previous
management and replacing them with your choices, giving the former directors
"retirement" agreements and accelerating and extending their stock option
vesting, replacing them with appointed directors selected by your friend Edgar
Smith and yourself and committing Del Global to a costly proxy battle, you have
obtained, and are attempting to solidify, your own no-premium defacto control of
Del Global.
Your Proxy Statement points out that Steel's nominees have offered
no plan as to how they intend to maximize shareholder value and, therefore, they
should not be elected as directors of Del Global. In fact, our proxy statement
indicates that our nominees intend to review management's current long-term
strategic plan and make decisions as to its efficacy thereafter. Any such review
is, at the moment, necessarily predicated on the election of our nominees.
So that we will be in a position to respond to the assertion that we
have not offered any specific plan, I invite you to provide each of Steel's
nominees and the Del Global stockholders with a copy of Del Global's current
long-term strategic plan (the existence of which is confirmed in the
Compensation Committee's report contained in the Proxy Statement). Our nominees
would commit to review it now and offer our value maximization plan to Del
Global's stockholders prior to the annual meeting. Otherwise, your claim is akin
to challenging someone to a drag race when yours' is the only car with any
gasoline. By the way, your Proxy Statement fails to offer any specific value
maximization plan at all and should have pointed out that Del Global has lost
money in each and every quarter since you have become its CEO.
While your proxy campaign appears to be one where you are trying to
intimidate Steel Partners and our fellow stockholders, it is our intention to
educate our fellow stockholders about the steps you have taken since your
arrival at Del Global that are, in Steel's opinion, contrary to good corporate
governance. Our view is that an informed stockholder is a better stockholder,
and Steel looks forward to the choices that informed stockholders will be able
to make on May 29, 2003.
Sincerely yours,
Warren G. Lichtenstein
CERTAIN INFORMATION CONCERNING PARTICIPANTS
STEEL PARTNERS II, L.P. ("STEEL PARTNERS") HAS FILED WITH THE SEC A PROXY
STATEMENT DATED APRIL 29, 2003 SOLICITING VOTES FOR THE ELECTION OF ITS NOMINEES
AT THE ANNUAL MEETING OF STOCKHOLDERS OF DEL GLOBAL TECHNOLOGIES CORP. (THE
"COMPANY") SCHEDULED FOR MAY 29, 2003. STEEL PARTNERS STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AS IT CONTAINS IMPORTANT
INFORMATION. SUCH PROXY STATEMENT IS 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 IS AVAILABLE IN THE PROXY STATEMENT FILED BY THE PARTICIPANTS WITH THE
SEC.
Contact: Michael Brinn
Innisfree M&A Incorporated
Telephone: 212-750-8253
