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                                                              Exhibit 99.01

                                                              Company's Form 8-K
                                                              November 9, 1993

                                                              Page 2

     In October 1993, several purported class action lawsuits were filed in the
Federal District Court for the Southern District of New York naming Smith
Barney, Harris Upham & Co. Incorporated ("SBS") as defendant. The cases arise
from SBS's participation as lead or co-underwriter in the initial public
offerings of three separate funds managed by Hyperion Capital Management Inc.
The plaintiffs have also named as defendants the funds' directors and the
co-underwriters and their representatives. Plaintiffs allege that the
registration statements and prospectuses by which the offerings were made
between June 1992 and October 1992 were materially false and misleading, and are
seeking unspecified damages in claims brought under the Federal securities laws.
The Company believes it has meritorious defenses to these actions and intends to
defend against them vigorously.
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                                                             Company's Form 10-K
                                                             December 31, 1995

                                                             Page 10

     For information concerning several purported class action lawsuits filed
against SBI in connection with three funds managed by Hyperion Capital
Management Inc., see the description that appears in the third paragraph on page
2 of the Company's Current Report on Form 8-K dated November 9, 1993, which
description is incorporated by reference herein. A copy of the pertinent
paragraph of such filing is included as an exhibit to this Form 10-K. The
actions were consolidated under the title In re: Hyperion Securities Litigation.
SBI's motion to dismiss the claims was granted in July 1995. In August 1995, an
appeal was filed in the U.S. Court of Appeals for the Second Circuit.
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                                                             Company's Form 10-Q
                                                             September 30, 1996

                                                             Page 19

Item 1.  Legal Proceedings.

     For information concerning several class action lawsuits filed against
Smith Barney in connection with three funds managed by Hyperion Capital
Management Inc., see the descriptions that appear in the third paragraph on page
2 of the Company's Current Report on Form 8-K, dated November 9, 1993, and the
second paragraph on page 10 of the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, which descriptions are incorporated by reference
herein. A copy of the pertinent paragraphs of such filings is included as an
exhibit to this Form 10-Q. In October 1996, the U.S. Court of Appeals for the
Second Circuit affirmed the district court's dismissal of the claims. Plaintiffs
have applied for a rehearing en banc.

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                                                             Company's Form 10-K
                                                             December 31, 1996

                                                             Page 10

      For information concerning several purported class action lawsuits filed
against SBI in connection with three funds managed by Hyperion Capital
Management Inc., see the description that appears in the third paragraph on page
2 of the Company's Current Report on Form 8-K dated November 9, 1993, the second
paragraph on page 10 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995 and the first paragraph on page 19 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1996, which
descriptions are incorporated by reference herein. A copy of the pertinent
paragraphs of such filings is included as an exhibit to this Form 10-K.
Plaintiffs' petition for a rehearing en banc was denied in January 1997.