WASHINGTON, D.C. 20549

                                  SCHEDULE 14A


                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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[ ]  Definitive Proxy Statement

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[X]  Soliciting Material Under Rule 14a-12

                               DT INDUSTRIES, INC.
                (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[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:

     2)   Aggregate number of securities to which transaction applies:

     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):

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     previously. Identify the previous filing by registration statement number,
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On May 13, 2002, DT Industries, Inc. (the "Company") held a conference call
concerning its recently-announced financial recapitalization transaction. Upon
completion of the recapitalization, the Company will (1) extend the maturity
date under its senior credit facility from July 2, 2002 to July 2, 2004; (2)
sell shares of its common stock in a private placement; (3) repay a portion of
the outstanding indebtedness under its credit facility; (4) reduce the
outstanding 7.16% Convertible Preferred Securities of DT Capital Trust (and the
related junior subordinated debentures of the Company held by the Trust) (the
"TIDES") through an exchange of half of the aggregate principal amount of the
TIDES, plus all accrued and unpaid interest through March 31, 2002, for shares
of common stock; and (5) amend the terms of the remaining TIDES. A copy of the
transcript of the Company's conference call, which will be available for
telephone and webcast replay, is set forth below.

The Company has filed its preliminary proxy statement on Schedule 14A with the
Securities and Exchange Commission with respect to the special meeting of
stockholders, which is expected to be held in mid-June. At the special meeting,
the Company's stockholders will be asked to approve the issuance of 6,260,658
shares in conjunction with the exchange of $35,000,000 of 7.16% Convertible
Preferred Securities of DT Capital Trust, plus all accrued and unpaid interest
through March 31, 2002, at an exchange price of $8.00 per share and the sale of
7,000,000 shares in a private placement to several current stockholders at $3.20
per share. The Company's stockholders are urged to read the preliminary proxy
statement, and any other relevant documents filed by the Company with the SEC,
because they contain or will contain important information about the Company and
the proposed transactions. You may obtain these documents free of charge at the
web site maintained by the SEC at http://www.sec.gov. In addition, you may
obtain these documents free of charge by making your request to the Company's
General Counsel, Dennis Dockins, at 907 West Fifth Street, Dayton Ohio 45407,
telephone number: 937/586-5600.

The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders with
respect to the issuance of common stock in the private placement and the TIDES
restructuring. Information regarding the Company's directors and executive
officers is included in the Company's proxy statement for its 2001 Annual
Meeting, which was filed with the SEC on October 4, 2001. More recent
information regarding the beneficial ownership interests in Company common stock
of the Company's directors and executive officers, and additional information
regarding the Company, is included in the preliminary proxy statement regarding
the proposed issuance of common stock in the private placement and the TIDES
restructuring filed with the SEC on May 9, 2002.

                      **  TRANSCRIPT OF CONFERENCE CALL  **

Operator:             Good morning. My name is Toni and I will be your
                      conference facilitator today.

                      At this time, I would welcome everyone to the DT
                      Industries conference call. All lines have been placed on
                      mute to prevent any background noise.

                      After the speakers' remarks there will be a question and
                      answer period. If you would like to ask a question during
                      this time, simply press star then the number 1 on your
                      telephone keypad.

                      If you would like to withdraw your question, press the
                      pound key.

                      Thank you Ms. Fortuna, you may begin your conference.

Lisa Fortuna:         Good morning everyone and thank you for joining us for the
                      DT Industries conference call.

                      Before we begin, I want to remind everyone that certain
                      information contained in this conference call will include
                      forward-looking statements. These statements, comprising
                      all statements herein which are not historical, are based
                      upon information currently available to the company
                      regarding the company's expectations about its future
                      results, performance, liquidity, financial condition,
                      prospects and opportunities, and the company's ability to
                      execute the financial recapitalization agreements and
                      consummate the financial recapitalization transaction on a
                      timely basis.

                      These statements are made pursuant to the safe harbor
                      provisions of the Private Securities Litigation Reform Act
                      of 1995.

                      References to the words believe, expect, anticipate,
                      should, achieve, to support and similar expressions used
                      herein indicate such forward-looking statements.

                      The company's actual results, performance, liquidity,
                      financial condition, prospects, and opportunities could
                      differ materially from those expressed in or implied by
                      any forward-looking statements as a result of various
                      factors including economic downturns in industries or
                      markets served, delays or cancellations of customer
                      orders, delays in shipping dates of products, significant
                      costs overruns on projects, excess product warranty
                      expenses, collectibility of passed due customer
                      receivables, significant restructuring or other special
                      non-recurring charges, foreign currency exchange rate
                      fluctuations, delays in achieving anticipated cost savings
                      or in fully implementing project management systems,
                      changes in interest rates, increased inflation, the
                      outcome of pending litigation related to the previously
                      announced restated financial statements, the company's
                      ability to implement operational and financial systems to
                      manage the company's decentralized operations, and other
                      factors described in the company's filings with the US

                      The company may suffer delays in finding and consummating
                      the financial recapitalization and there can be no
                      assurance that the company will be able to execute the
                      financial recapitalization documents soon or consummate
                      the financial recapitalization prior to July 2, 2002,
                      which is when the company's credit facility currently
                      matures and the private placement purchasers and TIDES
                      holders will be able to terminate their agreements if at

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                      The ability of the company to execute the financial
                      recapitalization documents or consummate the financial
                      recapitalization on a timely basis could also cause the
                      company's actual results, performance, liquidity,
                      financial condition, prospects, and opportunities to
                      differ materially from those expressed in or implied by
                      any forward-looking statements.

                      I will now turn the call over to Jack Casper, CFO of DT

Jack Casper:          Good morning. Thank you for joining us to discuss our
                      recently announced recapitalization plans. With me is
                      Steve Perkins, President and CEO of the company, Dennis
                      Dockins our General Counsel, Christine Kelly, our
                      investment advisor with William Blair and Company, and
                      Herb Wander, our outside legal advisor from Katten,
                      Muchin, Zavis and Roseman in Chicago.

                      The company has filed its preliminary proxy on Schedule
                      14a with the SEC with respect to the special meeting of
                      stockholders, which we expect to be held in mid June in
                      connection with our stock issuance and common stock sale
                      aspect of the transactions.

                      These transactions, which I'll be talking about, are
                      dependent upon each other to provide the overall
                      recapitalization. The three parts of it is the extension
                      of our senior credit facility from July 2, 2002 to July 2,
                      2004, which on consummation we expect to repay
                      approximately $16.3 million of the outstanding
                      indebtedness under the facility and concurrently reduce
                      the lenders' commitments by approximately $12 million.

                      The second part is we expect to sell 7 million shares of
                      the common stock in a private placement to several current
                      stockholders at a purchase price of $3.20 a share, for an
                      increase of capital of $22.4 million less expenses and

                                                                          Page 4

                      And I would like to thank our - publicly thank our equity
                      holders for expressing the support that they have because
                      when they made their decision our closing price at that
                      time was between $3.05 and $3.25. So thank you.

                      And the third part is with our TIDES holders, where
                      they're going to reduce the outstanding 7.16% convertible
                      preferred securities of the company by approximately $50.1
                      million through an exchange of half of the outstanding
                      amount -- the face amount of that issue is $70 million --
                      plus all of the accrued and unpaid interest through the 31
                      of March or 6,260,658 shares of the company's common stock
                      at an exchange price of $8.

                      And at the same time we'll amend the terms of the
                      remaining $35 million of TIDES by reducing their
                      conversion price from $38.75 to $14 per share and
                      shortening the maturity from May 31, 2012 to May 31, 2008.

                      And the final thing is in the TIDES portion is that
                      interest will not accrue to the company from the period
                      from March 31, 2002 until July 2, 2004.

                      Now the effects of this, when these transactions take
                      place, which we expect again to happen around mid-June, on
                      the capital structure of the company will be to lower the
                      debt to equity ratio from currently around 2:1 to
                      approximately 0.65:1. And the total debt as a percent of
                      total capitalization will go from roughly 67% to 40%.

                      That is roughly the summation of how we see the
                      transactions happening in mid June and I'd like to open
                      the lines for any questions that our listeners may have.

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Operator:             At this time I would like to remind everyone, in order to
                      ask a question please press star then the number 1 on your
                      telephone keypad. We'll pause for just a moment to compile
                      the Q&A roster.

                      At this time there are no questions.

Jack Casper:          Let's wait another minute in case anyone's bashful out

Operator:             Your first question comes from Dennis Delafield of
                      Delafield Asset Management.

Dennis Delafield:     Good morning. I haven't followed this closely so I
                      wondered if you would just help me out with the fully
                      diluted number of shares that will be outstanding
                      afterwards and any pro forma numbers you could give us for
                      the past or present as to the impact of the total recap.

Jack Casper:          Well on the impact of the total recap I would direct you
                      to our press release that we put out on the 8 May.

Dennis Delafield:     I have that press release.

Jack Casper:          Okay and appendix one.

Dennis Delafield:     I have appendix one.  But would you like to just tell me
                      the number of shares - I think it's about 25 million 3 is
                      that right?

Jack Casper:          Hold on.  It's 23 million...

Christine Kelly:      Jack, I think -- it's Christine Kelly -- I think it's
                      23.650 approximately rounding.

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Dennis Delafield:     And that's before the conversion of the remaining 35

Christine Kelly:      That's correct.

Dennis Delafield:     Right.  And how about - have you gone back and pro
                      formered any numbers to show the impact on the company at
                      any point in time?

Jack Casper:          No we haven't.  Basically just looked forward.

Dennis Delafield:     Okay. Will you have any information available in the proxy
                      as to anticipated revenues, profitability, or anything
                      else of the company in the period ahead?

Jack Casper:          No. I mean our proxy is dealing strictly with this

Dennis Delafield:     Yes, I just didn't know if there would be any - if any
                      estimates had been made to the shareholders and therefore
                      those estimates perhaps either as to revenues, margins or
                      anything else would be also in the body of the document.

Jack Casper:          No. Other than what we've publicly disclosed on our
                      conference calls on where our expectations were going to
                      be in three to four years time.

Dennis Delafield:     Would you mind repeating those.

Jack Casper:          Sure. We bought - Steve would you like to...

Steve Perkins:        Yes, we've - we're coming through a - this industry as
                      well as the company is coming through a very difficult
                      time relative to the capital spending in our industry. So
                      we're at a low point in terms of revenues but we are
                      anticipating with the - that the recovery is beginning and
                      we think over the next three to

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                      four years - that four year period we will take our - we
                      should be able to - and this is without acquisitions, this
                      is basically on internal growth and a recovery of capital
                      spending to more normal levels, that it's our target to
                      get revenues in the $500 million range and to have EBITDA
                      numbers around 12%.

Dennis Delafield:     EBITDA numbers around 12% and of that - and what would the
                      EBIT number be?  I don't know what the DA will be.

Jack Casper:          That'd be about 10%.

Dennis Delafield:     About 10%. Okay. That helps. Thanks very much.

Jack Casper:          You're welcome.

Operator:             Your next question comes from Paul Haagensen of Putnam

Paul Haagensen        Yes, good morning. What is the total debt now post this
                      transaction including the TIDES remaining debt that's out

Jack Casper:          That should be approaching $95 million Paul.

Paul Haagensen:       Ninety-five million.

Jack Casper:          Right.  If we had used the pro forma March 24.

Paul Haagensen:       And post the most recent quarter where there were some
                      write downs, what will be in the equity account post this

Jack Casper:          Roughly $145 million.

                                                                          Page 8

Paul Haagensen:       Hundred forty five million.  And that's adjusting for the
                      recent restructuring?

Jack Casper:          That's correct.  It'll be - total debt would be roughly
                      $60 million. The remaining TIDES will be $35 million and
                      stockholders' equity would be roughly $145 million.

Paul Haagensen:       Could you go over those one more time?

Jack Casper:          Sure could. The total debt will be roughly $60 million.
                      The - excuse me, that would be the senior debt. And the
                      TIDES will be $35 million. That'd be the $95 million I was
                      talking about. And then the stockholders' equity would be
                      roughly $145 million.

Paul Haagensen:       Have your customers had any reaction at this point to this

Jack Casper:          I've had conversations with two and they're elated.

Paul Haagensen:       I mean do you think there are any customers out there who
                      have been on the fence with you that, you know, would view
                      this as sort of turning the corner kind of thing and okay
                      to do business with now?

Steve Perkins:        You know, Paul, that's - this is Steve. That's hard to
                      answer. We've had a number of questions over the last
                      three to six months and where we've had those questions
                      we've been able to deal with that pretty proactively
                      without a problem.

                      What you don't know and it's hard to measure is those that
                      don't ask the question. And - but to the best of our
                      knowledge we haven't lost any business that we can
                      specifically - there's been a lot of concern and we know
                      that with

                                                                          Page 9

                      this announcement that has removed that concern going
                      forward. And we've been proactive in communicating that
                      out to the marketplace.

Paul Haagensen:       Any other comments on your order and backlog situation
                      here and the trends you might be looking at in orders and

Steve Perkins:        Well, in our conference call last week we had projected,
                      and this is based on our opportunities that we have quoted
                      and our expected timing of when the customers would be
                      placing the order, so in the fourth quarter we would
                      expect new orders to be in the $80 to $90 million range,
                      which is a significant step-up from what we've been
                      experiencing over the last number of quarters.

                      All we can really speak...

Paul Haagensen:       So do you kind of interpret that to mean we're past the
                      low point of the cycle here?

Steve Perkins:        Well, we would like to think that. But again the
                      visibility is limited and I think in our prior two
                      quarters we actually were not comfortable with even
                      talking about the next quarter. So this is the first time
                      we've felt comfortable talking about the quarter ahead.
                      And from a responsible standpoint that's about all we can
                      really look at this particular point.

                      Our quotations are continuing to be very active and very
                      strong and that normally is a precursor to increased

                      So we'll - we're feeling better today than we did this
                      time - at the end of last quarter.

                                                                         Page 10

Paul Haagensen:       Right. In terms of your total debt now going forward, what
                      are your objectives with - are you happy with that debt
                      level? Do you want to take it down further? Where do you
                      think you might be headed, you know, over the next 12 to
                      18 months in terms of that debt level?

Jack Casper:          Paul this is Jack. And I would venture to say that we'd be
                      heading to taking the debt down further.

                      I mean obviously there are situations where for
                      shareholder value and so forth it's good to have some
                      debt. But the best way to have all the flexibility in the
                      world is to have no debt and you're not owing to anybody
                      but your shareholders and your employees.

Steve Perkins:        But based on our short term cash flow forecasting and
                      timing of receipts and so forth, we do expect that debt
                      level to drop a little bit in the near term.

Paul Haagensen:       Do you have any other assets that you're contemplating
                      selling or...?

Jack Casper:          Well, we're looking at a sale leaseback now of our Hyannis
                      facility that's covered by the industrial revenue bonds
                      and if we do that transaction we'll also pay back $5
                      million worth of (unintelligible) industrial revenue

Paul Haagensen:       Okay. So that'd be a $5 million debt reduction right

Jack Casper:          That's correct.

Paul Haagensen:       And any other assets up - possibly up for sale?

Steve Perkins:        Well, no companies are for sale but we are I think we
                      announced in our restructuring that we are moving to a
                      larger facility in the Leominister area

                                                                         Page 11

                      and we'll be leasing that new facility and selling the
                      existing facility that we have there.

                      And we also will be selling our facility in England,
                      Gawcott that we announced that we were consolidating into
                      our Buckingham facility. Those these aren't - this is kind
                      of clean-up Paul and there isn't a lot of money there but
                      it's a little bit.

Paul Haagensen:       Okay. So what are we talking about in total here, $5, $6,
                      $7 million?

Jack Casper:          I'd give an estimate of $6 million Paul.

Paul Haagensen:       Okay. And post this restructuring you'll have available
                      credit lines of what?

Jack Casper:          Seventy-six point three million approximately.

Paul Haagensen:       Available?

Jack Casper:          That's correct.

Steve Perkins:        No, that's the commitment.

Paul Haagensen:       That's the commitment.

Jack Casper:          Excuse me Paul, yes. We would have roughly $20 million

Paul Haagensen:       Okay, $20 million available.

Jack Casper:          Yes, $20, $21 million.

                                                                         Page 12

Paul Haagensen:       Okay. All right, thank you.

Jack Casper:          You're welcome.

Operator:             At this time there are no further questions. But if you
                      would like to ask a question, please press star then the
                      number 1 on your telephone keypad.

Jack Casper:          We want to thank - this is Jack Casper, I guess if there's
                      no other questions we'll kind of circle around and
                      finalize here. I would like to thank again the bank group
                      and our TIDES holders and our equity holders for
                      participating in our recapitalization plan.

                      And also thanking all the people who have joined us this
                      morning. Thank you.

Operator:             Mr. Casper.

Jack Casper:          Yes.

Operator:             You do have a follow-up question from Mr. Haagensen.

Jack Casper:          Okay.  Hello?

Paul Haagensen:       Yes, I'm here. Just one more question. On a running rate
                      interest cost basis going forward post the recap, what
                      will be your annual interest expense do you think going

Jack Casper:          I don't expect that to exceed $6 million Paul.

Paul Haagensen:       Okay.

                                                                         Page 13

Jack Casper:          And at that that will include amortization of deferred
                      financing costs.

Paul Haagensen:       Okay. So you think $5 or $6 million including the

Jack Casper:          That's correct.

Paul Haagensen:       And the cash expenses will be actually less than that

Jack Casper:          That's correct. That'll probably in the $4, $4-1/2
                      million range.

Paul Haagensen:       Actual cash?

Jack Casper:          Actual cash.

Paul Haagensen:       Yes. Okay, thank you.

Jack Casper:          You're welcome.

Operator:             At this time there are no further questions.

Jack Casper:          Thank you.

Operator:             This concludes today's DT Industries conference call.
                      You may now disconnect.