Steel Partners Refutes Del Global Assertions.Business Editors NEW YORK--(BUSINESS WIRE)--May 13, 2003 Steel Partners II, L.P., sent the following letter to Samuel Samuel, two books of the Bible, originally a single work, called First and Second Samuel in modern Bibles, and First and Second Kingdoms in the Septuagint. They are considered part of "Deuteronomistic history," in which the book of Deuteronomy functions as the Park, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Del Global Technologies Corp. (Pink Sheets: DGTC), to correct assertions the company has made with respect to its contested annual meeting to be held on May 29, 2003: -0-
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
----------------------
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 Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. 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 See .gov and GovNet. (networking) gov - The top-level domain for US government bodies. . In addition, the participants in any solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual will provide copies of the Proxy Statement without charge upon request. Requests for copies should be directed to the participants' proxy solicitor Proxy Solicitor A specialist (firm) hired to gather proxy votes. , 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 relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the annual meeting is available in the proxy statement filed by the participants with the SEC. |
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