Challenger fails to appear for Allied proxy fight

May 31, 1991|By Ted Shelsby 2

The anticipated proxy fight for control of Allied Research Corp., a small Baltimore-based defense contractor, fizzled yesterday when the other side didn't show up for battle.

Reinald W. Carter, president and chief executive of Allied, had joked Wednesday that he would be wearing his combat boots and a flak jacket at the company's annual meeting and would be ready to fight off an attack from a Saudi Arabian investor who had announced plans to nominate his own slate of directors and try to gain control of the board.

But when Mr. Carter, who presided over the meeting, read off the company's slate of directors and asked if there were any other nominations, there was only silence from the audience of about 30 people.

Following the 22-minute meeting, Mr. Carter expressed surprise that the expected proxy fight never came about. He was also relieved.

On May 19, Kusai H. M. Al Azzawi, who holds a 15 percent interest in Allied, filed a Schedule 13d with the Securities and Exchange Commission, announcing his intentions to nominate three people to Allied's five-member board.

In the filing, Mr. Azzawi said that if he gained control of the board he would name Walter E. Fairbanks, managing director of Allied's MECAR subsidiary near Brussels, Belgium, as the new president and CEO.

Neither Mr. Azzawi nor a representative of his interests attended yesterday's meeting at the Hyatt Regency Hotel, according to Mr. Carter. Nor did Mr. Azzawi vote his 610,000 shares. The vote on the directors was 2.4 million for the company's slate, 94,456 against.

Mr. Carter had no explanation of why Mr. Azzawi did not attend the meeting or vote his shares. The Allied executive said he last met with Mr. Azzawi in April and at that time, according to Mr. Carter, the Saudi Arabian investor said he wanted a shift in the directors.

"He never said why," Mr. Carter said.

Mr. Carter was named to his present position with Allied last year.

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