-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MFwDQGVQyc5/HpLuUEAJBKaUaC6r8OOanBB1Cwbf+aJUK1a7PxDY+TRRxQYzuquU rgD2VF8ytjHpQygXqGeyig== 0000921895-03-000213.txt : 20030411 0000921895-03-000213.hdr.sgml : 20030411 20030411171916 ACCESSION NUMBER: 0000921895-03-000213 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030411 EFFECTIVENESS DATE: 20030411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEEL PARTNERS II L P CENTRAL INDEX KEY: 0000915653 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 150 EAST 52ND STREET STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-813-1500 MAIL ADDRESS: STREET 1: 150 EAST 52ND STREET, 21ST FLOOR CITY: NY STATE: NY ZIP: 10022 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEL GLOBAL TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000027748 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 131784308 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-03319 FILM NUMBER: 03647643 BUSINESS ADDRESS: STREET 1: 1 COMMERCE PARK CITY: VALHALLA STATE: NY ZIP: 10595 BUSINESS PHONE: 9146863600 MAIL ADDRESS: STREET 1: 1 COMMERCE PARK CITY: VALHALLA STATE: NY ZIP: 10595 FORMER COMPANY: FORMER CONFORMED NAME: DEL ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 DFAN14A 1 formdfan14a01874_04102003.htm DFAN 14A sec document

                                  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.
                          -----------------------------
                (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
                               ------------------
    (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
- --------------------------------------------------------------------------------
(2)  Aggregate number of securities to which transaction applies: Not applicable
- --------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------
(4)  Proposed maximum aggregate value of transaction: Not applicable
- --------------------------------------------------------------------------------
(5)  Total fee paid: Not applicable





/ /  Fee paid previously with preliminary materials:


- --------------------------------------------------------------------------------

/ /  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
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Not applicable
- --------------------------------------------------------------------------------
(3) Filing Party: Not applicable
- --------------------------------------------------------------------------------
(4) Date Filed: Not applicable
- --------------------------------------------------------------------------------


                                        2



            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 11, 2003,  Steel issued the following press release
responding to the Company's recent announcement that two directors resigned from
the board of directors and that the remaining  directors have expanded the board
and appointed three new directors.

Press Release



                      DEL GLOBAL SHAREHOLDER GROUP OUTRAGED
                      AS INCUMBENTS PACK BOARD OF DIRECTORS

            New York, NY --(April 11, 2003)-- A group of Del Global Technologies
Corp. (DGTC.PK) shareholders expressed outrage at management's  recomposition of
the  Company's  Board as it  announced  the  arranged  departure  of two current
directors,  the expansion of the Board,  and the appointment - not election - of
three new  directors  to the open  seats.  The  holder  group,  which is seeking
shareholder representation on the Board, has filed a preliminary proxy statement
in support of the election of its own three highly qualified  director  nominees
unaffiliated with management.

            David  Wright,  an  investor,  nominee  and  member  of  the  group,
condemned the incumbents'  action as "an end run around the shareholders'  basic
right to elect their own representatives" and noted that, "Filling the boardroom
with  their  appointees  is just the  latest in a string of  actions  adverse to
shareholder  democracy and good corporate governance  perpetrated by this Board.
With its first shareholders  meeting in over three years barely a month away, it
is  disturbing  that  Del  Global's  management,  in the  face of a  shareholder
initiative  to elect new,  independent  directors  to the  Board,  has chosen to
without explanation,  simply install its hand picked representatives immediately
instead of waiting for the shareholders to decide.  We find it ludicrous for Mr.
Park  to  characterize  our  efforts  as  a  "no  premium""takeover"  while  Del
shareholders  now find  their  Company  under the  control  of a Board  composed
entirely of appointees they had absolutely no say over and never elected."

            Mr. Wright  continued,  "It seems obvious to us that Del  management
fails to understand the most basic tenets of corporate  democracy and are acting
unilaterally to entrench  themselves in office and preserve their control of Del
Global. Their actions illustrate to us exactly what good corporate governance is
intended to avoid. We call upon Mr. Park to immediately  disclose any agreements
the Company may have entered into in connection with the "retirement" of Messrs.
Michael and Tiernan.  Del Global belongs to its  shareholders  and their vote at
the upcoming annual meeting will determine who oversees their  investment in the
Company."

            Warren  Lichtenstein,  Managing Partner of Steel Partners II, one of
Del Global's largest  shareholders,  voiced the group's concern over the process
the  Company  used  to  identify  the  new  appointees.  "As  described  in  the
preliminary  proxy  statement we have filed with the SEC, our director  nominees
include Suzanne Hopgood and Gerald Czarnecki,  people with world-class corporate
governance credentials.  We searched for independent shareholder representatives
appropriate  to Del  Global's  board.  In  contrast,  the  Company  has just now
established a nominating committee composed of directors chosen and appointed by
Messrs.  Park, Smith, and the two retired  directors.  We question the selection
process used and believe that management's  approach to Company directorships is
likely emblematic of its entire governance record.  Shareholders deserve better.
We will offer them a real choice at the upcoming annual meeting - either more of





the same flawed  corporate  governance  or our  nominees  on the Gold proxy.  We
believe the choice is clear."

                   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 shareholders of Del Global  Technologies Corp.
(the "Company") scheduled for May 14, 2003.

            Steel strongly  advises all  shareholders 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 is available in the  preliminary  proxy statement
filed with the SEC on April 4, 2003.

- ------------------

Contact:      Innisfree M&A Inc.
              Michael Brinn, 212-750-8253

-----END PRIVACY-ENHANCED MESSAGE-----