UNITED STATES ------------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 ------------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
SCHEDULE 13G/A Estimated average burden
hours per response . . . 14.90
Under the Securities Exchange Act of 1934 ------------------------------
(Amendment No. 2 )*
Impath Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
452 55G 10 1
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(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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CUSIP No. 452 55G 10 1 13G/A Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Inc
22-1660266
(the parent holding company of Salomon Brothers Holding
Company Inc, 13-3082695)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
NUMBER OF --
SHARES ---------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 650,017
EACH ---------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON --
WITH ---------------------------------------------------
8 SHARED DISPOSITIVE POWER
650,017
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
650,017
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.28%
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12 TYPE OF REPORTING PERSON*
HC, CO
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* SEE INSTRUCTION BEFORE FILLING OUT!
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3 of 7
Item 1.
(a) Name of Issuer
Impath Inc. ("Impath").
(b) Address of Issuer's Principal Executive Offices
1010 Third Avenue, Suite 302
New York, NY 10021
Item 2.
(a) Name of Person Filing
Salomon Inc (Salomon Inc is the parent holding company
of Salomon Brothers Holding Company Inc ("SBHC"), which
previously filed the first Schedule 13G. Salomon Inc is
the ultimate parent of the companies reporting
ownership herein.)
(b) Address of Principal Business Office, or, if none,
Residence
Seven World Trade Center
New York, NY 10048
(c) Citizenship
State of Delaware
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
452 55G 10 1
Item 3.
Salomon Inc is filing this amendment to Schedule 13G to
report aggregate holdings, as of December 31, 1996, of SBHC,
Salomon Brothers Inc ("SBI") and PB-SB Ventures, Inc., a
wholly owned subsidiary of SBHC ("PB-SB Ventures", and,
collectively with Salomon Inc, SBHC and SBI, "Salomon") in
Impath Common Stock. SBI makes a market in the Common Stock
of Impath. In filing on
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4 of 7
Schedule 13G, Salomon is relying on certain no-action
letters which allow a market-maker in an issuer's Common
Stock to net on a monthly basis market-making activity and
file a Schedule 13G together with affiliated entities.
Item 4. Ownership
(a) Amount Beneficially Owned
As of the close of business on December 31, 1996, the
amount beneficially owned was 650,017 shares of Common
Stock or warrants exercisable therefor, which includes
641,275 shares of Common Stock held by SBHC, 4,916
warrants exercisable for 4,916 shares of Common Stock
held by SBHC, 3,826 shares of Common Stock held by PB-
SB Ventures and a short position of 5,993 shares of
Common Stock held by SBI pursuant to its market-making
activities.
(b) Percent of Class
12.28%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
0
(ii) shared power to vote or direct the vote:
650,017
(iii) sole power to dispose of or direct the
disposition:
0
(iv) shared power to dispose of or direct the
disposition:
650,017
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
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5 of 7
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
Salomon Inc is filing this Statement on Schedule 13G pursuant
to Rule 13d-1(b)(1)(ii)(G) under the Securities Exchange Act
of 1934, as amended. See Exhibit 1 and Item 3 above.
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
[Signature on next page]
<PAGE>
6 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: February 6, 1997
SALOMON INC
By /s/ Arnold S. Olshin
--------------------------
Name: Arnold S. Olshin
Title: Secretary
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EXHIBIT 1
Salomon Brothers Inc ("SBI") and PB-SB Ventures, Inc.
("PB-SB Ventures") are Delaware corporations that are wholly owned
subsidiaries of Salomon Brothers Holding Company Inc ("SBHC"), which
in turn is a Delaware corporation that is a wholly owned subsidiary of
Salomon Inc (collectively with SBHC, PB-SB Ventures and SBI,
"Salomon"). The principal places of business of SBI, PB-SB Ventures
and SBHC are located at Seven World Trade Center, New York, New York
10048. Salomon Inc is filing this amendment to Schedule 13G pursuant
to Rule 13d-1(b)(1)(ii)(G) under the Securities Exchange Act of 1934,
as amended, as a "parent holding company" of SBI, PB-SB Ventures and
SBHC, in order to report as of December 31, 1996, (x) the direct
beneficial ownership by SBI, PB-SB Ventures and SBHC of the Common
Stock of Impath Inc. and (y) the indirect beneficial ownership by
Salomon Inc of the Common Stock directly beneficially owned by SBI,
PB-SB Ventures and SBHC. SBI makes a market in the Common Stock of
Impath. In filing on Schedule 13G, Salomon is relying on certain
no-action letters which allow a market-maker in an issuer's Common
Stock to net on a monthly basis market-making activity and file a
Schedule 13G together with affiliated entities. See Item 3 above.
