Allied Research Corp. Reiterates the Importance of Supporting Allied's Current Board of Directors.VIENNA, Va.--(BUSINESS WIRE)--June 4, 1999-- Dr. Jay Sculley, Chairman of Allied Research Corporation (ASE (Adaptive Server Enterprise) A relational DBMS from Sybase that runs on Windows NT/2000, Linux and a variety of Unix platforms. ASE is a comprehensive and robust data management product with a long history dating back to the late 1980s. :ALR ALR Administrative License Revocation ALR Agricultural Land Reserve (Canada) ALR Automatic Locking Retractor (seat belts) ALR Australian Law Reports (University of Tasmania Library) ), reiterated the importance of supporting Allied's present Board of Directors and management in the face of the proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. currently being waged by Zilkha Capital Partners, L.P., a dissident shareholder. Dr. Sculley reinforced that, "This proxy fight Proxy Fight When a group of shareholders are persuaded to join forces and gather enough shareholder proxies to win a corporate vote. This is sometimes also referred to as a proxy battle. Notes: This term is mainly used in the context of takeovers. 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 dis·man·tle tr.v. dis·man·tled, dis·man·tling, dis·man·tles 1. a. To take apart; disassemble; tear down. b. Allied's anti-takeover defenses Noun 1. anti-takeover defense - resistance to or defense against a hostile takeover opposition, resistance - the action of opposing something that you disapprove or disagree with; "he encountered a general feeling of resistance from many citizens"; "despite and deprive you of a fair price for your company." Dr. Sculley urges shareholders to consider the future of Allied and what is truly in the best interest of shareholders: ZILKHA'S ASSERTIONS ARE MISLEADING. - Zilkha continues to make statements that are misleading and unfounded. Zilkha states that Allied failed to realize value for its shareholders when its Board rejected an offer from a third party to acquire the company. Zilkha failed to disclose to you that this event occurred in 1993 - more than six years ago. Additionally, Zilkha failed to disclose that the interested party never began due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. nor did they ever submit a binding offer to purchase Allied. - Furthermore, Zilkha also states that Allied, like themselves, were rejected by a regional Belgian government in an attempt to acquire arms manufacturer Noun 1. arms manufacturer - someone who manufactures arms and munitions producer, manufacturer - someone who manufactures something Fabrique Nationale. In fact, Allied never offered to acquire Fabrique Nationale nor was the company ever rebuffed by the Belgians. Unlike Zilkha, Allied enjoys an outstanding relationship with the Belgian government that is essential to Mecar's continued success. - Allied has been very forthright forth·right adj. 1. Direct and without evasion; straightforward: a forthright appraisal; forthright criticism. 2. Archaic Proceeding straight ahead. adv. 1. with its statements regarding the general outlook for the current fiscal year. While it is not the company's policy to offer projections of future operating results, Zilkha's statements that the company is facing losses for a minimum of three consecutive quarters and a substantial net loss for the 1999 fiscal year are unfounded, untrue and not based in fact. THE FUTURE. WHICH WAY IS BETTER? - Allied Research today: On a steady course with solid management. Allied Research has recorded 15 consecutive quarters of solid profitability and shareholder equity has increased 76% in just three years. Allied's VSK VSK Verband Schweizerischer Kaderschulen (German: Federation of Swiss Cadre Schools) VSK Voice over Broadband Starter Kit VSK Virtual Storage Key VSK Vision Starter Kit Group, a commercial electronic security business and a key component of Allied's successful diversification strategy, grew 30% in 1998, and now provides Allied with an increasing percentage of its corporate profits. - A realistic action plan is building a strong Allied Research. Under the current Board, Allied Research has in place a fully-tested and successful strategic business plan. We've used our defense business to create cash reserves Cash reserves See: Cash investments cash reserves Investment funds that are held in short-term assets such as Treasury bills and certificates of deposit until more permanent investment opportunities are available. that have allowed Allied to diversify into the profitable and growing electronic security industry. - Zilkha admits they have no specific plan to manage Allied. With their statement, "...until we replace the Board and are able to analyze the company from the inside, it is impossible to develop specific plans", Zilkha continues to demonstrate little current understanding of Allied's business, and has therefore, offered no clear, specific, or credible plan for the management of Allied's business. - Zilkha could adversely impact Allied's current business base. Allied's current defense business has been carefully crafted through years of personal relationships with skilled technical representatives working with international defense agencies. These strong business bonds could disappear in an instant if Zilkha gains control of your company. - How would Colt's handgun litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. affect Allied? Zilkha's key holding, Colt's Manufacturing Co., is already under legal attack by well- funded trial lawyer groups who, if successful, will punish handgun makers like Colt's. How would this affect Allied? THE PRUDENT SPECULATOR Speculator A person who trades (i.e. derivatives, commodities, bonds, equities or currencies) with a higher-than-average risk, in return for a higher-than-average profit potential. SUPPORTS MANAGEMENT. - Al Frank, publisher of the influential, respected and highly-successful The Prudent Speculator, warmly endorsed present management. "...we strongly oppose (Zilkha's) attempt to elect a new slate of directors to replace Allied's Board. We hardly think replacing a management team that has produced earnings per share of $1.08, $1.85 and $1.73 in the last three years is in shareholders best interest." ZILKHA'S FINANCING PROPOSAL: AN OFFER ALLIED COULD AND DID REFUSE. - Zilkha presented Allied with a self serving, unnecessary and highly dilutive convertible note financing proposal which included a demand for Board seats that would give Zilkha near control of your company without offering any benefit to all shareholders. Our President met with Zilkha and presented Zilkha's written proposal to the Allied Board. When politely rebuffed for obvious and sound business reasons, Zilkha acquired his present Allied holdings on March 31, 1999. Just 28 days later Zilkha launched his proxy contest. ALLIED HAS PLANS FOR PROFITABLE FUTURE GROWTH. - Allied will continue to seek out and listen to all constructive ideas, both from shareholders and advisors, and act on those that are in the best interest of all shareholders. - Allied fully expects that increased oil prices will loosen up Middle Eastern defense budgets, driving up backlog at our key defense unit and fueling our diversified growth. - Allied will intensify our commercial acquisition program, adding to our successful effort to date. - Allied will continue to keep all shareholders, media and institutional investors Institutional Investor A non-bank person or organization that trades securities in large enough share quantities or dollar amounts that they qualify for preferential treatment and lower commissions. advisors absolutely current with our actions and future plans to grow Allied Research profitably and maximize total shareholder return. 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 Noun 1. corporate investor - a company that invests in (acquires control of) other companies company - an institution created to conduct business; "he only invests in large well-established companies"; "he started the company in his garage" 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 A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. and discarding any card sent to them by the Zilkha group. Allied Research Corporation is a defense and electronic security firm. Its operating units operating unit A type of operating company that engages in transactions with outsiders and that is owned by another business. For example, in 1995 the stockholders of Capital Cities/ABC approved a $19 billion merger with the Walt Disney Company, whereupon develop and produce ammunition, supply equipment performance upgrades for defense departments worldwide, and design, produce and market sophisticated electronic security and access control systems. Certain statements contained herein are "Forward-Looking" statements as such term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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. |
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