Paxar Corp – ‘S-4’ on 9/24/97 – EX-99.4

As of:  Wednesday, 9/24/97   ·   Accession #:  950123-97-8072   ·   File #:  333-36283

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               137    802K 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion of Snow Becker Krauss Pc                       1      9K 
 3: EX-8.1      Opinion Re Taxes                                       2     12K 
 4: EX-23.1     Consent of Arthur Anderson LLP                         1      7K 
 5: EX-23.2     Consent of Arthur Anderson LLP                         1      7K 
 6: EX-23.3     Consent of Kpmg Peat Marwick LLP                       1      6K 
 7: EX-99.1     Form of Proxy Card                                     2     11K 
 8: EX-99.2     Form of Proxy Card                                     2     11K 
 9: EX-99.3     Consent of Wheat, First Securities, Inc                1      7K 
10: EX-99.4     Consent of Smith Barney Inc                            1      7K 
11: EX-99.5     Restricted Stock Agreement                             6     21K 

EX-99.4   —   Consent of Smith Barney Inc

EX-99.4
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                                                                    Exhibit 99.4

The Board of Directors                                                          
International Imaging Materials, Inc.                                           
310 Commerce Drive                                                              
Amherst, New York 14228                                                         

Members of the Board:                                                           

     We hereby consent to the inclusion of our opinion letter to the Board
of Directors of International Imaging Materials, Inc. ("IIMAK") as Annex C to   
the Joint Proxy Statement/Prospectus of IIMAK and PAXAR Corporation ("PAXAR")   
relating to the proposed merger transaction involving IIMAK and PAXAR and       
references thereto in such Joint Proxy Statement/Prospectus under the captions  
"SUMMARY - The Merger - Opinion of IIMAK's Financial Advisor" and "THE MERGER   
- Opinion of IIMAK's Financial Advisor." In giving such consent, we do not      
admit that we come within the category of persons whose consent is required     
under, and we do not admit that we are "experts" for purposes of, the           
Securities Act of 1933, as amended, and the rules and regulations promulgated   
thereunder.                                                                     

                         By: /s/ Smith Barney Inc.
                                    ------------------------------
                                 SMITH BARNEY INC.

September 24, 1997                                                              

Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
Filed on:		9/24/97		None on these Dates
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