EX-13
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AlliedSignal Corporation v AMP Incorporated, Civil Action No. 98-CV-4058
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     On August 4, 1998, AlliedSignal filed a complaint against AMP in the United
States District Court for the Eastern District of Pennsylvania. In its initial
complaint, AlliedSignal sought a declaratory judgment as to, among other things,
the applicability and/or validity of the Continuing Director provisions
contained in AMP's Rights Agreement and the constitutionality of certain
provisions of the Pennsylvania Business Corporation Law under the Commerce
Clause and Supremacy Clause of the United States Constitution. In addition,
AlliedSignal sought to enjoin AMP from, among other things, (i) fixing a record
date for determining the shareholders entitled to vote on the proposals in the
AlliedSignal Consent Solicitation more than ten days after the date of
AlliedSignal's written notice requesting that a record date be set; (ii)
increasing the size of AMP's Board and filling the new seats with Board nominees
after commencement of the AlliedSignal Consent Solicitation; (iii) refusing to
redeem the Rights issued under AMP's Rights Agreement or amending the Rights
Agreement so as to make the Rights inapplicable to the Original AlliedSignal
Offer, and refusing to grant prior approval of the Original AlliedSignal Offer
and second-step merger for purposes of the Pennsylvania Business Combination
Statute; (iv) amending its By-laws to in any way impede the effective exercise
of the shareholder franchise; or (v) taking any steps to impede or frustrate the
ability of AMP's shareholders to consider or make their own determination as to
whether to accept the terms of the Original AlliedSignal Offer and the proposals
in the AlliedSignal Consent Solicitation, or taking any other action to thwart
or interfere with the Original AlliedSignal Offer or the AlliedSignal Consent
Solicitation.

     On August 24, 1998, AMP filed its answer to the complaint filed by
AlliedSignal on August 4, 1998 in the United States District Court for the
Eastern District of Pennsylvania. In its answer, AMP denied that AlliedSignal is
entitled to any relief under its complaint and raised several affirmative
defenses.

     On September 14, 1998, AlliedSignal filed a motion to amend its complaint.
The proposed amended complaint sought (i) declaratory and injunctive relief
declaring Amendment No. 3 to the Rights Agreement ("Amendment No. 3"), approved
by the Board on August 20, 1998, to be invalid under Pennsylvania law; or to the
extent that Amendment No. 3 is permitted under Pennsylvania law, declaring the
law as so applied unconstitutional under the Supremacy and Commerce Clauses of
the United States Constitution and (ii) declaratory and injunctive relief
prohibiting AMP's Board from taking any further action which might interfere
with the Amended AlliedSignal Offer (as defined in Note 5 to Condensed
Consolidated Financial Statements) or the AlliedSignal Consent Solicitation. AMP
agreed not to oppose AlliedSignal's motion to amend the complaint. On the same
day, AlliedSignal also filed a motion for (1) partial summary judgment on the
claim for a declaratory judgment set forth in the amended complaint that
Amendment No. 3 is invalid, or, in the alternative, a preliminary injunction
restraining enforcement of Amendment No. 3; and (2) a preliminary injunction
prohibiting AMP's Board from taking any action that would make the shareholder
vote on the AlliedSignal Consent Solicitation invalid.

     On September 18, 1998, AlliedSignal filed a cross-motion for summary
judgment which sought the dismissal, as a matter of law, of the claim in the
complaint filed by AMP against AlliedSignal and PMA alleging an improper board
packing scheme. AMP's claims against AlliedSignal are discussed below.

     On September 22, 1998, AlliedSignal filed a motion for leave to file a
second amended complaint in the United States District Court for the Eastern
District of Pennsylvania. The proposed second amended complaint sought to
broaden AlliedSignal's claim regarding AMP's Amendment No. 3 to the Rights
Agreement to incorporate a challenge to AMP's Amendment No. 4 to the Rights
Agreement ("Amendment No. 4"). Among other things, it sought (i) a declaratory
judgment that certain provisions of Amendment No. 4 which make the Shareholder
Rights Plan non-amendable are in violation of Pennsylvania law, (ii) a
declaratory judgment that, to the extent that Pennsylvania law authorizes the
amendment, such law is unconstitutional under the Supremacy Clause of the United
States Constitution because it violates the Commerce Clause and the Williams
Act, (iii) an order enjoining the enforcement of Amendment No. 4, and (iv) an
order enjoining AMP and all persons acting on AMP's behalf from taking action to
interfere with the AlliedSignal Consent Solicitation. AlliedSignal also sought
summary judgment with respect to its expanded claim regarding AMP's amendments
to the Rights Plan.

     College Retirement Equities Fund and the shareholder group plaintiffs
(identified below) filed amicus curiae motions and briefs in support of
AlliedSignal's motion for declaratory and injunctive relief on September 25,
1998.

     On September 25, 1998, AlliedSignal filed a motion for leave to file a
third amended complaint, which was granted by the United States District Court
for the Eastern District of Pennsylvania. Adding to the claims asserted in its
earlier complaints, AlliedSignal's proposed third amended complaint challenged
the November 16, 1998 record date set by AMP's Board of Directors for the
solicitation of consents regarding the Rights Plan Proposal (as defined in Note
5 to Condensed Consolidated Financial Statements). AlliedSignal asked the Court
either to fix a record date of October 15, 1998 for the consent solicitation on
the Rights Plan Proposal or to order AMP to fix October 15, 1998 as the record
date for that proposal. As described below, the Court has denied AlliedSignal's
request to fix October 15, 1998 as the record date for the Rights Plan Proposal
and subsequently found the Rights Plan Proposal to be unlawful.


Blum v William J. Hudson, Jr. et al., Civil Action No. 98-CV-4109;
Silver v AMP Incorporated et al., Civil Action No. 98-CV-4120;
Goldstein v AMP Incorporated, et al., Civil Action No. 98-CV-4127;
Margolis Partnership v AMP Incorporated, et al., Civil Action No. 98-CV-4187
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     Four purported shareholder class action lawsuits were filed by AMP
shareholders against AMP and its Board of Directors in the United States
District Court for the Eastern District of Pennsylvania on or about August 6 and
7, 1998. These complaints alleged similar acts of misconduct, i.e., that AMP and
its directors improperly refused to consider the Original AlliedSignal Offer (as
defined in Note 5 to Condensed Consolidated Financial Statements) and wrongfully
relied upon provisions of AMP's Rights Agreement and the Pennsylvania Business
Corporation Law to block the Original AlliedSignal Offer. Plaintiffs in these
suits sought, among other things, a declaratory judgment that (i) the Continuing
Director provisions contained in AMP's Rights Agreement violate Pennsylvania law
and the Board's fiduciary duties; (ii) certain provisions of the Pennsylvania
Business Corporation Law are unconstitutional under the Commerce, Supremacy and
Due Process Clauses of the United States Constitution; and (iii) establishes the
proper record date for the AlliedSignal Consent Solicitation. In addition,
plaintiffs sought to enjoining AMP and the Board from, among other things, (i)
refusing to redeem the Rights, to amend the Rights Agreement so as to eliminate
the Continuing Director provisions, or to render the Rights inapplicable to the
Original AlliedSignal Offer and second-step merger for purposes of the
Pennsylvania Business Combination Law; (ii) amending AMP's By-laws to impede the
effective exercise of the shareholder franchise; (iii) taking any other steps to
impede or frustrate the ability of AMP's shareholders to consider or make their
own determination as to whether to accept the terms of the Original AlliedSignal
Offer or the proposals in the AlliedSignal Consent Solicitation; (iv) increasing
the size of AMP's Board and filing the new seats with Board nominees after
commencement of the AlliedSignal Consent Solicitation; and (v) fixing a record
date for determining the shareholders entitled to vote on the proposals in the
AlliedSignal Consent Solicitation more than ten days after the date of
AlliedSignal's written notice to AMP. Plaintiffs further request that the Court
order AMP's Board to (i) cooperate fully with any entity or person, including
AlliedSignal, having a bonafide interest in proposing any transaction that would
maximize shareholder value; (ii) immediately undertake an appropriate evaluation
of AMP's worth as a merger or acquisition candidate; (iii) take all appropriate
steps to effectively expose AMP to the marketplace in an effort to create an
active auction of AMP; (iv) act independently so that the interests of AMP's
public shareholders will be protected; and (v) adequately ensure that no
conflicts of interest exist between the individual defendants' own interest and
their fiduciary obligations. On August 19, 1998, the Court ordered the
consolidation of the four shareholder actions, and further ordered that the
consolidated action be coordinated with the AlliedSignal action for purposes of
discovery.

     On September 28, 1998, the shareholder plaintiffs filed their First
Consolidated Class Action Amended Complaint. The consolidated amended complaint
names as defendants AMP, all but one of the individual members of AMP's Board of
Directors and eighteen of AMP's officers. The complaint alleged (i) violations
of the Securities Exchange Act of 1934, as amended, for failure to set forth an
adequate explanation of the reasons for recommending rejection of the
AlliedSignal tender offer in AMP's Solicitation Recommendation Statement on
Schedule 14D-9 filed by AMP in connection with the AlliedSignal tender offer and
for failing to disclose material information regarding the reasons for
rejection; (ii) that Amendments Nos. 3 and 4 to the Rights Agreement adopted by
the Board of Directors are illegal under the Pennsylvania Business Corporation
Law; and (iii) that if Amendments Nos. 3 and 4 to the Rights Agreement are not
illegal under the Pennsylvania Business Corporation Law, then that statute
violates the Commerce, Supremacy and Due Process clauses of the United States
Constitution. The Plaintiffs sought, among other things, a declaratory judgment
(i) that certain provisions of the Pennsylvania Business Corporation Law are
unconstitutional; (ii) that Amendments Nos. 3 and 4 to the Rights Agreement
violate the Pennsylvania Business Corporation Law and should be enjoined; (iii)
that the individual defendants have infringed the voting rights of AMP
shareholders; and (iv) that the individual defendants have violated their
fiduciary duties to AMP, Plaintiffs also sought to enjoin the defendants from
entrenching themselves in office and from impairing the shareholders' rights to
vote on certain matters, and ask the Court to order defendants to disclose all
material facts relating to AMP's and AlliedSignal's solicitations.

     AMP intends to continue to defend vigorously against these actions.


AMP Incorporated v AlliedSignal Corporation, et al., Civil Action No. 98-CV-4405
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     On August 21, 1998, AMP filed a complaint in the United States District
Court for the Eastern District of Pennsylvania against AlliedSignal and PMA. The
complaint sought declaratory and injunctive relief to prevent AlliedSignal from
pursuing its attempt to pack the AMP Board of Directors with AlliedSignal
executive officers and directors who would have an irreconcilable conflict of
interest were they to serve as directors of AMP. The complaint alleged that the
Schedule 14D-1 filed by AlliedSignal and PMA with the Securities and Exchange
Commission is false and misleading because it fails to disclose that
AlliedSignal's representatives on the AMP Board of Directors would have a
conflict of interest and how AlliedSignal would propose to deal with such
conflict, and that AlliedSignal's attempt to pack the Board would prevent the
current members of the Board from fulfilling their fiduciary duties to AMP under
Pennsylvania law.

     On September 11, 1998, AMP filed a motion for summary judgment on the
Second Claim for Relief of its complaint against AlliedSignal and PMA. The
Second Claim for Relief is based upon the fact that AlliedSignal's attempt to
pack the AMP Board with AlliedSignal's directors and senior management would
create pervasive, irreconcilable conflicts of interest. The AlliedSignal
Nominees have an undivided duty of loyalty to AlliedSignal that would conflict
with their ability to fulfill their fiduciary duties to AMP under Pennsylvania
law. AMP's motion sought an order declaring that the AlliedSignal Consent
Solicitation proposals are in violation of Pennsylvania law.

     On September 22, 1998, AMP filed an amended complaint against AlliedSignal
in the United States District Court for the Eastern District of Pennsylvania.
The amended complaint broadens the claims asserted by AMP in its initial
complaint. It seeks, among other things, (i) an order declaring that the
Pennsylvania Control-Share Acquisitions statute bars AlliedSignal from voting
any shares acquired pursuant to the Amended AlliedSignal Offer and (ii) a
declaratory judgment that AlliedSignal's Rights Plan Proposal, which purports to
delegate to non-directors authority relating to the Shareholder Rights Plan,
violates Pennsylvania law. In addition to seeking to enjoin the AlliedSignal
board packing plan referenced in the initial complaint, the amended complaint
also alleged violations of certain requirements of the federal securities laws
relating to tender offers.

     The Court heard arguments on AMP's and AlliedSignal's motions on September
28, 1998. The Court denied AlliedSignal's request to fix October 15, 1998 as the
record date for the Rights Plan Proposal.

     On October 8, 1998, the Court entered an Order and Memorandum Opinion in
the above-referenced actions. With respect to AMP's motion for partial summary
judgment in the nature of a declaratory judgment regarding the Second Claim for
Relief of AMP's Complaint that AlliedSignal's consent solicitation plans are
unlawful, the Court enjoined AlliedSignal's board-packing consent proposals,
"until [AlliedSignal] states unequivocally that its director nominees have a
fiduciary duty solely to AMP under Pennsylvania law and includes a statement
from each nominee affirmatively committing personally to that duty." Shortly
thereafter, AlliedSignal stated that each of the AlliedSignal Nominees had
provided AlliedSignal with a letter purporting to comply with the Court Opinion.
At a hearing held on October 15, 1998, the Court ruled that its injunction
against AlliedSignal's board-packing proposals would remain in place, pending a
new hearing set for October 21, 1998 to determine whether AlliedSignal has
complied with the Court's October 8th Order. On October 16, 1998, AMP filed a
motion under Rule 59(e) for reconsideration of that part of the Court's October
8th order which denied in part AMP's motion for summary judgment declaring that
AlliedSignal's consent solicitation is unlawful and in violation of public
policy. AlliedSignal's response to the Rule 59(e) motion was filed on October
20, 1998. The Court issued its order denying AMP's Rule 59(e) motion on October
22, 1998.

     In its October 8th Order, the Court denied AlliedSignal's motions for
summary judgment, preliminary injunction and declaratory judgment with respect
to the Rights Plan in their entirety. The Court held that "AMP's actions in
amending its shareholder rights plan cannot be enjoined as ultra vires acts or
breaches of fiduciary duty." In addition, the Court declared that AlliedSignal's
consent proposal to amend AMP's By-laws in order to place the Board of
Directors' authority over the shareholders rights plan in the hands of persons
not on the Board is unlawful.

     The Court further held that shareholders participating in the shareholders'
litigation against AMP, in re: AMP Shareholder Litigation, do not have standing
to seek an injunction against the actions of the AMP Board for not acceding to
AlliedSignal's merger proposal.

     On October 9, 1998, AlliedSignal filed two Notices of Appeal in the United
States District Court for the Eastern District of Pennsylvania from the Court's
October 8th Order. AlliedSignal is appealing the Court's (1) grant of partial
summary judgment to AMP in the nature of a declaratory judgment that
AlliedSignal's Rights Plan Proposal is unlawful; (2) order enjoining
AlliedSignal's consent solicitation to amend AMP's By-laws and expand the size
of the Board until AlliedSignal states unequivocally that its director nominees
have a fiduciary duty solely to AMP under Pennsylvania law and includes a
statement from each nominee affirmatively committing personally to that duty and
(3) denial of a preliminary injunction with respect to Amendment No. 3 and
Amendment No. 4 to AMP's Rights Plan. Also on October 9, 1998, AlliedSignal
filed a Motion for an Expedited Appeal in the United States Court of Appeals for
the Third Circuit, requesting that briefing for the appeals be completed by
October 16, 1998, with oral argument, if necessary, to be held as soon as
practicable thereafter.

     On October 13, 1998, AMP filed in the District Court a motion for expedited
discovery in the form of depositions of the AlliedSignal Nominees. AlliedSignal
filed its opposition to this motion on October 19, 1998. The Court granted AMP's
motion for leave for expedited discovery in an order issued October 22, 1998.

     AlliedSignal filed a Supplement to its Motion for an Expedited Appeal, as
well as its opening appellate brief and supporting materials, in the Court of
Appeals on October 13, 1998. AMP responded to the Motion for an Expedited Appeal
on October 14, 1998 and AlliedSignal filed its reply on October 14, 1998. The
Court of Appeals has granted the motion for expedited review, and set a briefing
schedule. On October 20, AMP filed with the Court of Appeals its brief in
opposition. On October 19, 1998, College Retirement Equities Fund and the
shareholders group plaintiffs separately filed briefs of amicus curiae in
support of reversal of the District Court's decision. AlliedSignal filed its
reply brief on October 23, 1998. AMP filed its brief in reply to the briefs of
the amici curiae on October 29, 1998.

     On October 14, 1998, AMP filed in the District Court a motion for partial
summary judgment on Count Four in the First Amended Complaint against
AlliedSignal requesting that the Court find the shares of AMP Common Stock held
by AlliedSignal to be "control shares" under Subchapter G of Chapter 25 of the
Pennsylvania Business Corporation Law and seeking to have the Court enjoin
AlliedSignal from voting such shares until its voting rights are restored in
accordance with Subchapter G. On October 29, 1998, AlliedSignal filed its
cross-motion for partial summary judgment dismissing Count Four in AMP's First
Amended Complaint. AMP's reply memorandum of law was filed on November 4, 1998.
The Court heard argument on the motion on November 4, 1998. No decision has been
rendered.

     On October 21, 1998, the Court considered the question as to whether it had
jurisdiction to review its order of October 8th in light of the appeal of that
order pending in the Court of Appeals for the Third Circuit. The Court postponed
until November 4, 1998 a hearing on AlliedSignal's compliance with the order and
AMP's claims that the AlliedSignal nominees are irreconcilably conflicted and
cannot be elected to the AMP Board and requested that each party file briefs on
the jurisdictional issue. On October 21, 1998, the Court entered an order
continuing the injunction under its October 8th order relating to AlliedSignal's
consent solicitation until such time that the Court issues an order dissolving
the injunction. This order was appealed to the Court of Appeals for the Third
Circuit by AlliedSignal on October 23, 1998. On that same date AlliedSignal also
filed a motion to consolidate all appeals pending with the Court of Appeals. On
October 29, 1998, AMP responded to AlliedSignal's motion to consolidate the
pending appeals.

     On October 22, 1998 AlliedSignal filed an emergency motion with the Court
of Appeals for the Third Circuit seeking a stay of the injunction under the
Court's October 8th order pending an expedited appeal or, in the alternative,
for an emergency hearing on the merits of the issues on appeal. AMP filed its
response to this emergency motion on October 26, 1998 and AlliedSignal in turn
filed its reply brief on October 27, 1998. The Court of Appeals denied
AlliedSignal's emergency motion in an order issued on November 2, 1998.

     On October 29, 1998 AMP filed its brief concerning the issue of the Court's
jurisdiction to consider AlliedSignal's compliance with the October 8th order
during the pendency of an appeal of that order. AlliedSignal's response was
filed with the Court on November 2, 1998.

     At the hearing held on November 4, 1998, the Court determined that it would
hear testimony and receive documentary and deposition evidence but could not
take any action with respect to its October 8th Order until AlliedSignal
arranged for the Court of Appeals to remand jurisdiction with respect to the
injunction to the Court. Based on the evidence produced at the hearing, the
Court ruled that AlliedSignal was not in compliance with the Court's October 8th
order and that the consent solicitation remained enjoined until compliance was
established. The Court also found no basis to prevent AlliedSignal's consent
solicitation from proceeding by reason of irreconciliable conflicts.

     Another hearing was held on November 6, 1998 to establish AlliedSignal's
compliance with the October 8th order. Again the Court found that AlliedSignal
had not met the requirements of the October 8th order and continued the
injunction.