ALLIED RESEARCH CORP
DFAN14A, 1999-06-04
ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES)
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                                  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 (AMENDMENT NO.   )

Filed by the Registrant [ ]


Filed by a Party other than the Registrant [X]


Check the appropriate box:

<TABLE>
<S>                                            <C>
[ ]  Preliminary Proxy Statement
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ]  Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>

                          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)

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:

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[ ]  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:

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     (2)  Form, Schedule or Registration Statement No.:

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     (3)  Filing Party:

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     (4)  Date Filed:
<PAGE>   2

                         ZILKHA CAPITAL PARTNERS, L.P.

                   767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
            TELEPHONE: (212) 935-9797     FACSIMILE: (212) 688-4621

                                            June 4, 1999

         TIME IS EXCEEDINGLY SHORT. ALLIED'S ANNUAL MEETING IS JUNE 9.
                 IT'S NOT TOO LATE TO SUPPORT THE NEW NOMINEES,
                            BUT YOU MUST ACT TODAY!
DEAR FELLOW ALLIED RESEARCH SHAREHOLDER:

By the time you receive this letter, Allied Research's June 9 annual meeting
will be only days away. We urge you to carefully consider the attached press
release which details a number of misleading and self-serving statements made by
Dr. John Sculley, Allied Research's Chairman, Chief Executive Officer and Chief
Financial Officer. These comments primarily concern the financial performance of
Allied and Zilkha Capital's management of Colt's Manufacturing Company.

                          DON'T BE FOOLED BY SCULLEY.

WE BELIEVE DR. SCULLEY'S COMMENTS ARE MERELY A DESPERATE ATTEMPT TO WIN VOTES IN
THIS ELECTION CONTEST. BUT THEY SHOULD ALSO CAUSE YOU GRAVE CONCERN ABOUT HIS
LACK OF ABILITY TO BE COMPLETELY FRANK AND TRUTHFUL TO
SHAREHOLDERS -- ESPECIALLY REGARDING THE COMPANY'S LOSSES IN THE NEARLY
COMPLETED SECOND QUARTER, AS WELL AS PROJECTED LOSSES FOR THE LAST TWO QUARTERS
OF 1999. HIS MISLEADING STATEMENTS HAVE FURTHER CONVINCED US THAT IT'S TIME FOR
NEW DIRECTORS AT ALLIED RESEARCH.

                      IT'S TIME FOR A NEW BOARD AT ALLIED.
                          VOTE YOUR GOLD PROXY TODAY.

It's not too late to cast or change your vote in favor of the New Nominees. We
have enclosed for your convenience an express overnight envelope.
Remember -- even if you have already voted a WHITE management proxy card, you
have every legal right to change your mind and vote the enclosed GOLD proxy card
in favor of the New Nominees. It's not too late, but you must act today!

If you need assistance voting your shares or changing your vote, please contact
MacKenzie Partners, Inc. toll-free at (800) 322-2885.

We appreciate your consideration of the New Nominees and our platform for change
at Allied Research.

                                            Sincerely,
                                            [JOHN P. RIGAS SIGNATURE]
                                            JOHN P. RIGAS
                                            Managing Partner


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