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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Amendment #2)
(Rule 14A-101)
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:
|X| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ALLIED RESEARCH CORPORATION
(Name of Registrant as Specified In Its Charter)
ZILKHA CAPITAL PARTNERS, L.P.
LT. GENERAL WILLIAM M. KEYS, USMC (Ret.)
JOHN P. RIGAS
JEAN-CLAUDE ROCH
JOHN R. TORELL III
DONALD E. ZILKHA
(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)(4) 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
|_| 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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ZILKHA CAPITAL PARTNERS, L.P.
767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
TELEPHONE: (212) 935-9797 FACSIMILE: (212) 688-4621
PLEASE WAIT FOR OUR DEFINITIVE PROXY MATERIALS
BEFORE DECIDING HOW TO VOTE.
May 12, 1999
DEAR FELLOW ALLIED RESEARCH SHAREHOLDER:
Zilkha Capital Partners, L.P. is the owner of about 4.1% of Allied Research
Corporation. We are writing to notify you of our intent to solicit proxies to
elect our slate of five director-nominees, whom we are calling the New Nominees,
to the Allied Research board, in opposition to management's candidates.
IMPORTANT NOTE
THESE ARE PRELIMINARY PROXY MATERIALS AND AS REQUIRED BY THE U.S. SECURITIES
LAWS, DO NOT INCLUDE A PROXY CARD. WHEN OUR DEFINITIVE MATERIALS ARE PREPARED,
YOU WILL RECEIVE ANOTHER MAILING THAT WILL INCLUDE A GOLD PROXY CARD WHICH CAN
BE USED TO VOTE YOUR SHARES IN SUPPORT OF THE NEW NOMINEES.
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We have included a copy of our preliminary proxy statement which details our
criticisms of management's inability to increase shareholder value and provides
our plans for Allied Research if our nominees are elected. We hope to mail our
definitive proxy materials to you, which will include our GOLD proxy card, in
about two weeks.
By now, you may have already received management's proxy materials. We urge you
to wait until receiving our definitive materials before deciding how to vote. If
you have already voted your shares for management, you will have the opportunity
to change your vote once you receive our definitive materials.
We would be pleased to hear your comments and answer your questions. Please
contact me at 212/935-9797 or call MacKenzie Partners, Inc., a proxy
solicitation firm which is assisting Zilkha Capital, toll-free at (800)
322-2885.
We appreciate your consideration of the New Nominees.
Sincerely,
/ sig cut /
JOHN P. RIGAS
