Exhibit 36
September 4, 1998
BY HAND DELIVERY
Xxxx X. XxXxxxxxxx, Esquire
Dechert, Price & Xxxxxx
4000 Bell Atlantic Tower
0000 Xxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: AlliedSignal Corporation v. AMP Incorporated
AMP Incorporated v. AlliedSignal Corporation and
PMA Acquisition Corporation
Dear Xxxx:
This letter sets forth the agreement between AlliedSignal
Corporation ("AlliedSignal") and AMP Incorporated ("AMP"), in connection
with the above-entitled actions, as follows:
1. AMP agrees that it will give at least six calendar days'
notice to AlliedSignal prior to making effective any of the following
actions: a) other than in an aggregate amount not exceeding five percent
(5%) of AMP's outstanding voting securities, issuing or selling any AMP
voting securities; b) amending AMP's By-Laws; or c) further amending AMP's
rights agreement, dated as of October 28, 1989, last amended on August 20,
1998.
2. AlliedSignal agrees that it will give at least six calendar
days' notice to AMP prior to making effective any amendments, changes or
additions (including by adding new proposals) to the proposals identified
for action by written consent set forth in its Consent Solicitation
Statement filed on August 12, 1998 with the Securities and Exchange
Commission ("SEC") (the "Consent Solicitation").
3. Nothing herein shall prevent either party from making, and
filing with the SEC, a public announcement at any time of the intended
action for which notice is given in paragraphs 1 or 2 above.
4. The notice requirements in paragraphs 1 and 2 above shall
mean that the party which is required to give notice of an intended action
shall be prohibited from making that action effective until on or after the
Effective Date, which shall be defined as the sixth calendar day which
follows the Notice Date, as defined in paragraph 5 below.
5. For purposes of this agreement, to comply with this
agreement, the required notice must reasonably describe the action planned
to be made effective on or after the Effective Date. The Notice Date is
the date that notice is given if given in the manner described below, so
long as the notice is given and receipt is confirmed prior to 5:00 p.m. EDT
on a business day. If notice is given but not confirmed as received until
after 5:00 p.m EDT on a business day or is given on a non-business day,
then the Notice Date is the next business day thereafter. Notice shall be
given by a) sending (with confirmation of receipt) the notice by facsimile
to the facsimile number of the Representative of the recipient party
identified below, or b) hand delivering the notice to the office of the
Representative of the recipient party designated below. For purposes of
this agreement, a "business day" is any day other than Saturday, Sunday or
a legal holiday, as defined in Fed. R. Civ. P. Rule 6(a). The
Representatives of the parties for purposes of receiving notice pursuant to
this agreement are: For AlliedSignal: Xxxxxx Xxxxxxxxx, Xx. of Xxxxx,
Xxxxx, Xxxxxx, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000-0000 (fax: 000-000-0000); and for AMP: Xxxxx Xxxxx Xxxxxx of
Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (fax: 000-000-0000).
6. This agreement shall terminate on October 9, 1998. If prior
to October 9, 1998, the Consent Solicitation and the Offer are terminated,
this agreement shall then terminate.
7. The parties agree that either party shall be entitled to
move for a restraining order or injunction to remedy any material breach of
this agreement in either of the above-entitled actions.
8. AlliedSignal agrees not to contest the Consent Solicitation
record date of October 15, 1998.
9. By entering into this agreement, AlliedSignal does not
acknowledge that the record date of October 15, 1998 is a proper Consent
Solicitation record date or represents a reasonable exercise of the
authority of the AMP board of directors in establishing a record date; and
AlliedSignal expressly waives no rights to contest any change, postponement
or other action with respect to the Consent Solicitation record date. By
entering into this agreement, AMP does not acknowledge the validity of
AlliedSignal's position; and AMP waives no rights, claims or defenses it
may have with respect to matters relating to the Offer or the Consent
Solicitation.
If this letter correctly sets forth our agreement, please sign
and date the duplicate copy of this letter and return it to me. We agree
that either copy of this letter, so long as signed on behalf of the party
against whom enforcement may be sought, shall be deemed an original hereof
for all purposes, and each of the parties intends to be legally bound
hereby. We further agree that this agreement shall be interpreted in all
respects in accordance with the internal law of the Commonwealth of
Pennsylvania, without regard to choice of law principles applied in the
Commonwealth of Pennsylvania. No amendment of this agreement shall be
effective unless made in writing, executed on behalf of both parties.
Sincerely,
/s/ Xxxx X. Xxxxxxx, Xx.
Xxxx X. Xxxxxxx, Xx.
On behalf of AMP Incorporated
AGREED TO AND ACCEPTED:
/s/ Xxxx X. XxXxxxxxxx
Xxxx X. XxXxxxxxxx
On behalf of
AlliedSignal Corporation
Date of acceptance: September 4, 1998.
