EXHIBIT 99.02

                                                   COMPANY'S FORM 10-Q
                                                   September 30, 1993 
                                                   Page 26

     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.