SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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[ ] Soliciting Material Pursuant to
Section 240.14a-11(c) or Section
240.14a-12
ALLIED RESEARCH CORP
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ALLIED RESEARCH CORPORATION
8000 TOWERS CREESCENT DRIVE, STE 750
VIENNA, VIRGINIA 22182
CONTACT: SUSAN URBANIAK (800) 847-5322
HOME PAGE: WWW.CFONEWS.COM/ALR
TICKER: AM. STOCK EXCH.--ALR
"FOR IMMEDIATE RELEASE"
INSTITUTIONAL SHAREHOLDER SERVICES ANNOUNCES ITS SUPPORT
FOR ALLIED RESEARCH CORPORATION'S CURRENT BOARD OF
DIRECTORS
Vienna, Virginia - June 7, 1999 - Dr. Jay Sculley, Chairman of Allied Research
Corporation was pleased to announce that Institutional Shareholder Services
(ISS), a leading independent proxy advisory firm, today issued its support for
Allied's present Board of Directors and management in the proxy contest
currently being waged by Zilkha Capital Partners, L.P., a dissident shareholder.
In its statement rejecting Zilkha and its attempt to replace the Allied Board,
ISS commented, "The dissidents' [Zilkha] own holdings in the company -
short-lived and relatively modest simply do not justify an unfeigned interest in
adding value and generating better returns. THEY WANT CONTROL OF THE COMPANY.
But they want it without offering any consideration to shareholders as in a
buyout. All they [Zilkha] offer is a best efforts' basis to do better than the
incumbents and a broadly sketched outline of a strategic plan that can only be
filled in once the dissidents are seated on the board and looking from the
inside out. This is a considerable risk and one that we cannot support." In
reaction to the dissidents' proxy campaign, which rested on management's alleged
failure to increase share value during a bull market, ISS asserted that, "ARC is
clearly undervalued, as have been many microcaps but [Allied] is not an inferior
performer."
Dr. Sculley greatly appreciated the well-respected recommendation of ISS and
reinforced that, "This proxy fight is an attempt by Zilkha to take control of
Allied without offering a concrete or credible plan that would provide any value
or benefit to shareholders. Furthermore, if Zilkha takes control of the Board of
Directors, they will be able to dismantle Allied's anti-takeover defenses and
deprive you of a fair price for you company."
The management of Allied Research Corporation is concerned that shareholders
will be misled by the Zilkha group campaign and welcomes them to call Corporate
Investor Communications at (877) 460-4348 if they have any questions or would
like to discuss the issues with us. The Board recommends that shareholders
support the current management team by returning only white proxy cards and
discarding any card sent to them by the Zilkha group.
Allied Research Corporation is a defense and electronic security firm. Its
operating units develop and produce ammunition, supply equipment performance
upgrades for defense departments worldwide, and design, produce and market
sophisticated electronic security and access control systems.
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Certain statements contained herein are "Forward-Looking" statements as such
term is defined in the Private Securities Litigation Reform Act of 1995. Because
such statements include risks and uncertainties, actual results may differ
materially from those expressed or implied. Factors that could cause results to
differ materially from those expressed or implied include, but are not limited
to, those discussed in filings by the Company with the Securities and Exchange
Commission.
