EXHIBIT D
IRREVOCABLE PROXY
AND VOTING AGREEMENT
MADE AND ENTERED INTO this 12th day of March, 1997, by and between
XXXXXXX X. XXXXXXX, of Sewickley Heights, Allegheny County, Pennsylvania, and
XXXXXXX X. XXXXXXX, of Sewickley Heights, Allegheny County, Pennsylvania.
WITNESSETH THAT:
WHEREAS, XXXXXXX X. XXXXXXX is individually the owner
of 8,126,392 shares of the Common Stock of Allegheny Teledyne Incorporated (the
"Corporation") as represented by the stock certificates listed on Exhibit "A"
hereto; and
WHEREAS the parties hereto desire that said shares of the Common
Stock of the Corporation (and certain other shares hereinafter described) shall
be held under and subject to and on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and of One Dollar
($1.00) in hand paid by each of the parties hereto to the other, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto do execute this Irrevocable Proxy and Voting
Agreement, and each of them does hereby covenant and agree each with the other
as follows:
1. As used herein, all references to the "Shares" shall mean the
above-recited shares of the presently-outstanding Common Stock, par value $.10
per share, of the Corporation, owned individually by XXXXXXX X. XXXXXXX, either
through direct record ownership or through holding of Shares in street name or
other agency relationship, and shall also mean and include any and all shares of
the capital stock of the Corporation (or any successor thereto), whether now or
hereafter authorized or issued, which shall have general voting rights with
respect to the election of directors of the Corporation (or such successor) and
which shall be received by XXXXXXX X. XXXXXXX as a distribution or dividend on
said Shares or into which said Shares shall be subdivided, combined or
reclassified, converted or exchanged, including, without limitation, any Shares
which shall be received by XXXXXXX X. XXXXXXX in exchange for Shares of the
Corporation (or such successor) as the result of (i) a merger or consolidation
of the Corporation (or such successor) with any other corporation, or (ii) a
reorganization of the Corporation (or such successor).
- 11 -
2. The undersigned, XXXXXXX X. XXXXXXX, has irrevocably constituted
and appointed and by these presents does hereby irrevocably constitute and
appoint the undersigned XXXXXXX X. XXXXXXX, as attorney-in-fact and proxy of the
said XXXXXXX X. XXXXXXX in any and all matters and things whatsoever in any
manner touching or relating to the exercise of any and all voting rights which
the said XXXXXXX X. XXXXXXX may now or hereafter have with respect to any and
all of the Shares, hereby granting to said attorney and proxy full power and
authority in the name of the said XXXXXXX X. XXXXXXX to do and perform each and
every act and thing, and to make, execute, acknowledge, seal and deliver each
and every document and instrument, which may be requisite or proper to
effectuate any matter or thing whatsoever relating to the exercise of said
voting rights, in the sole discretion of said attorney and proxy, as fully and
with the same effect as the said XXXXXXX X. XXXXXXX might or could do if
personally present and competently acting. Without limiting the generality of
the foregoing, the said attorney and proxy shall have full power and authority
to attend meetings of the shareholders of the Corporation, to vote or abstain
from voting any or all of the Shares on any and all matters whether or not said
proxy and attorney shall have any interest therein, to give or refrain from
giving written consent to any and all actions proposed to be taken by the
shareholders of the Corporation, to exercise any or all the rights, powers and
authority herein granted through one or more agents or substitute proxies, and
to appoint and remove the same at will. The said XXXXXXX X. XXXXXXX hereby
irrevocably ratifies and confirms all that said attorney and proxy (or any such
agent or substitute proxy) may do pursuant to this Agreement. The undersigned,
XXXXXXX X. XXXXXXX, has accepted and does hereby accept appointment as
attorney-in-fact and proxy on the terms and conditions set in this Agreement.
3. The said XXXXXXX X. XXXXXXX shall have and may from time to time
exercise all the rights, powers and authority as owner of the Shares, except as
provided in this Agreement, including but not limited to the power to transfer
and convey any or all of the Shares from time to time, free and clear of this
Agreement.
4. The said XXXXXXX X. XXXXXXX agrees to execute and deliver such
further documents, including, but not limited to, forms of proxies or consents
concerning the Shares, and to take such further actions as may be necessary to
effectuate the terms of this Agreement.
5. This Agreement and the rights, powers and authority granted
herein are coupled with an interest, cannot (except as provided in Section 3
hereinabove) be revoked, terminated or amended by the voluntary act of either of
the parties hereto, by operation of law, or otherwise, and shall not be affected
by any change in marital status, by any incompetency
- 12 -
or disability or by any uncertainty as to the death of either of the parties
hereto.
6. This agreement and the rights, powers and authority granted
herein shall continue in full force and effect until the death of either of the
parties hereto, whereupon the same shall terminate and be of no further force or
effect.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
and seals, intending to be legally bound hereby, the day and year first above
written.
Witness:
/s/Xxxxxxx X. Xxxxxxx
---------------------- ------------------------------
Xxxxxxx X. Xxxxxxx
Witness:
/s/Xxxxxxx X. Xxxxxxx
---------------------- ------------------------------
Xxxxxxx X. Xxxxxxx
[Exhibit "A" Omitted]
- 13 -
