EXHIBIT  NO.  99.05

                                                 COMPANY'S FORM 10-Q
                                                 September 30, 1993 

                                                 Page 26

   Item 1.  Legal Proceedings

        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 and 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.