SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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/ / Preliminary Proxy Statement
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14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
Del Global Technologies Corp.
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(Name of Registrant as Specified In Its Charter)
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[LOGO] DEL GLOBAL TECHNOLOGIES
FOR IMMEDIATE RELEASE
DEL GLOBAL UPDATES SHAREHOLDERS ON BUSINESS STRATEGY
SAYS STEEL PARTNERS' SHORT-TERM INTEREST EVIDENCED BY LACK OF GROWTH
PLAN FOR COMPANY
COMPANY URGES SHAREHOLDERS TO ALLOW TURNAROUND MOMENTUM TO
CONTINUE SO THEY CAN REALIZE LONG-TERM VALUE
VALHALLA, NY, May 6, 2003 - Del Global Technologies Corp. (DGTC) ("Del") is
mailing the following letter to the Company's shareholders:
IMPORTANT
May 06, 2003
Dear Valued Shareholder:
We are writing to provide you with relevant information about your investment in
Del Global Technologies and to ask for your support at our upcoming Annual
Meeting of Shareholders on May 29.
As you know, Steel Partners II, L.P. has commenced a hostile proxy contest to
gain control of your Company's Board of Directors. In our opinion, Steel
Partners is a "vulture" fund with a well-deserved reputation as a corporate
raider. Your Board believes that Steel's hand-picked slate of nominees has a
single purpose: to serve its own short-term interests and not represent the best
long-term interests of ALL Del Global shareholders.
In previous correspondence, we highlighted the significant progress your new
management team has taken since assuming leadership of Del Global two years ago.
These efforts have enabled us to bring integrity back to the business, to settle
major litigation, and to repair a corporate governance structure that was
clearly broken. In short, we have accomplished a major turnaround of your
Company and are taking significant steps to enhance value for all Del Global
shareholders.
We believe that your Board's nominees are five highly qualified individuals,
each of whom brings outstanding industry and leadership credentials to your
Company. Furthermore, consistent with the best practices of good corporate
governance, the positions of Chairman and Chief Executive Officer are separate,
and each of the Board committees is comprised of only independent Directors.
With your support, these experienced business people will chart the future
direction of Del Global.
One Commerce Park, Valhalla, NY 10595
914-686-3600 www.delglobal.com
Del Global Technologies Corp. 2
May 6, 2003
WE STRONGLY URGE YOU TO REJECT STEEL PARTNERS' NOMINEES BY VOTING FOR DEL'S
DIRECTOR NOMINEES ON THE ENCLOSED WHITE PROXY CARD.
We are pleased to tell you that a majority of the problems of the past have been
resolved. YOUR NEW MANAGEMENT AND BOARD OF DIRECTORS REPRESENT A CLEAN BREAK
FROM THE PAST AND HAVE RESTORED INTEGRITY TO THE BUSINESS. We can now focus on a
promising future - a future in which Del Global is strategically positioned for
accelerated growth and enhanced value for all shareholders.
DEL MEDICAL SYSTEMS IS NOW STRATEGICALLY POSITIONED TO:
>> Extend our reach into select geographical markets - Asia, South
America, Eastern Europe - by strengthening local relationships within
independent dealers, the World Health Organization and Ministries of
Health
>> Improve sales and margins through Direct Digital product offerings for
new systems sales, and full range low-cost digital upgrades to our
extensive installed base worldwide
>> Expand and improve our product portfolio through engineering
improvements, new products and platforms, partnerships, licensing and
acquisitions
>> Continue to strengthen our "price-to-performance" market leadership
position through lean manufacturing and highly responsive customer
service
DEL POWER CONVERSION IS NOW STRATEGICALLY POSITIONED TO:
>> Focus engineering and sales activities in high growth markets -
security, medical, semiconductor, defense, and energy
>> Accelerate our design-to-market cycle by deepening design partnerships
with OEMs, by leveraging product platform engineering development and
by improving manufacturing capability
>> Expand into select geographic regions - including Europe and Japan -
by developing OEM partnerships
TODAY, YOUR BOARD BELIEVES THAT DEL GLOBAL TECHNOLOGIES HAS REACHED A
SIGNIFICANT TURNING POINT AND HAS ESTABLISHED STRONG PERFORMANCE MOMENTUM. WE
BELIEVE THE BEST WAY TO CONTINUE THIS MOMENTUM, AND TO ENHANCE THE VALUE OF YOUR
INVESTMENT, IS TO ELECT OUR DIRECTOR NOMINEES BY VOTING THE WHITE PROXY CARD
TODAY.
As mentioned earlier in this letter, a dissident shareholder group, Steel
Partners II, L.P., has begun a hostile proxy contest for control of your
Company. Steel Partners has a track record of acquiring stock in troubled or
recovering companies, vilifying incumbents, lobbying for Board seats and
control, and then using its position on the Board to carve up the company.
Typically, after they have stripped a company of value, they liquidate their
holdings and move on.
While no premium is due to shareholders in a contested election of Directors, we
believe that un-checked, STEEL PARTNERS WILL FOLLOW ITS NORMAL PRACTICE, AND DEL
GLOBAL
Del Global Technologies Corp. 3
May 6, 2003
SHAREHOLDERS MAY FAIL TO REALIZE THE LONGER-TERM VALUE THAT CAN RESULT
FROM OUR TURNAROUND.
You may already have received a mailing from Steel Partners. We urge you to
discard it. We believe that Steel Partners has nothing of substance to offer
you, Del Global's shareholders. Nowhere in Steel Partners' proxy materials is
there a business plan to build shareholder value by growing the Company. We
believe Steel's nominees will simply support Steel's short-term interests and
not the interests of other shareholders.
YOUR BOARD OF DIRECTORS OPPOSES STEEL PARTNERS' PROXY SOLICITATION. WE STRONGLY
URGE YOU TO REJECT STEEL PARTNERS' NOMINEES BY VOTING FOR DEL'S DIRECTOR
NOMINEES ON THE ENCLOSED WHITE PROXY CARD.
On Behalf of the Board of Directors,
Sincerely,
/s/ Samuel E. Park
Samuel E. Park
President and Chief Executive Officer
Statements about future results made in this release may constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are based on current
expectations and the current economic environment. The Company cautions that
these statements are not guarantees of future performance. They involve a number
of risks and uncertainties that are difficult to predict including, but not
limited to, the ability of the Company to implement its business plan,
management changes, changing industry and competitive conditions, obtaining
anticipated operating efficiencies, securing necessary capital facilities,
favorable determinations in various legal and regulatory matters and favorable
general economic conditions. Actual results could differ materially from those
expressed or implied in the forward-looking statements. Important assumptions
and other important factors that could cause actual results to differ materially
from those in the forward-looking statements are specified in the Company's
filings with the Securities and Exchange Commission.
Del Global filed with the Securities and Exchange Commission a definitive proxy
statement relating to the solicitation of proxies with respect to the Del Global
2003 Annual Meeting of Shareholders. Del Global will file with the Commission,
and may file other proxy solicitation materials. Investors and security holders
are urged to read the proxy statement and any other proxy solicitation materials
(when they become available) because they will contain important information.
Del Global and the Directors and certain of the executive officers of Del Global
may be deemed to be participants in the solicitation of proxies in respect of
electing the Board of Directors of Del Global at the 2003 Annual Meeting of
Shareholders. Additional information with respect to the beneficial ownership of
those executive officers and Directors of Del Global common stock is set forth
in the definitive proxy statement filed by Del Global with the Commission.
Investors and security holders may obtain a free copy of the preliminary proxy
statement and other documents filed by Del Global with the Commission at the
Commission's website at http://www.sec.gov. You may also access a copy of Del
Global's definitive proxy statement by accessing http://www.delglobal.com. In
addition, you may obtain a free copy of the definitive proxy statement by
contacting Georgeson Shareholder Communications, Inc. toll free at (800)
545-1782 (banks and brokers call collect at (212) 440-9800).
Del Global Technologies Corp. 4
May 6, 2003
HOW TO VOTE:
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES
YOU OWN
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1. If your shares are registered in your own name, please sign, date and mail
the enclosed WHITE Proxy Card to Georgeson Shareholder Communications Inc.
in the postage paid envelope provided today.
2. If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can sign a WHITE Proxy Card with respect to your
shares and only after receiving your specific instructions. Accordingly,
please sign, date and mail the enclosed WHITE Proxy Card in the
postage-paid envelope provided, and to ensure that your shares are voted,
you should also contact the person responsible for your account and give
instructions for a WHITE Proxy Card to be issued representing your shares.
3. After signing the enclosed WHITE Proxy Card do not sign or return the Gold
proxy card. Remember - only your latest dated proxy will determine how your
shares are to be voted at the meeting. IF YOU VOTED A GOLD PROXY CARD AND
WANT TO CHANGE YOUR VOTE, YOU CAN DO SO NOW BY SENDING IN THIS WHITE PROXY
CARD.
4. If you have any questions or need further assistance in voting your shares,
please contact our proxy solicitor.
[LOGO] GEORGESON SHAREHOLDER
17 State Street, 10th Floor
New York, NY 10004
Banks and Brokers (212) 440-9800
SHAREHOLDERS CALL TOLL FREE (800) 545-1782
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Del Global Technologies Corp. 5
May 6, 2003
CONTACTS:
DEL GLOBAL TECHNOLOGIES CORP.
Samuel E. Park, President and Chief Executive Officer
Thomas V. Gilboy, Chief Financial Officer
(914) 686-3600
MEDIA
The Abernathy MacGregor Group, Inc.
Steve Frankel
(212) 371-5999
INVESTORS
Georgeson Shareholder Communications Inc.
(800) 545-1782