<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SCAN-GRAPHICS, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
805893 302
(CUSIP Number)
Mendel Klein
Lange Heretalse Straat 102
Antwerpen, Belgium
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 10, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-I(b)(3)
or (4), check the following box [ ]
Check the following box if a fee is being paid with the
statement. [ ] (A fee is not required only if the reporting
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)
NOTE: Six copies of this statement, including all exhibits
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on following pages)
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
Schedule 13D
CUSIP No. 805893 302 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Killeba Holdings, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Belize
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 387,100
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
387,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of October 8, 1996, assuming that (i) all of the Class
B Warrants have been exercised and (ii) the total number of
outstanding shares of the Company's Common Stock is 13,822,707, the
Reporting Person would beneficially own 387,100 shares of the
Company's Common Stock, representing approximately 2.8% of the total
outstanding.
(c) On September 26, 1996, the Reporting Person exercised the
Class A Warrants at an exercise price of $1.38 per share, into 387,100
shares of Common Stock. The following sale transactions were effected
by the Reporting Person during the past sixty days:
Purchase or Price per
Date Sale Amount Share
- ---- ----------- ------ ---------
9/10/96 Sale 8800 2.45313
9/10/96 Sale 5500 2.46875
9/10/96 Sale 25000 2.48
9/10/96 Sale 20000 2.53125
9/10/96 Sale 12000 2.5625
9/10/96 Sale 11000 2.54688
9/10/96 Sale 22500 2.57813
9/10/96 Sale 5000 2.59375
9/10/96 Sale 2900 2.5
9/10/96 Sale 35000 2.48438
9/10/96 Sale 40000 2.28125
9/10/96 Sale 84500 2.355
9/10/96 Sale 15000 2.455
9/10/96 Sale 5000 2.34375
9/12/96 Sale 5000 2.5625
9/12/96 Sale 15000 2.6
9/12/96 Sale 5000 2.59375
9/13/96 Sale 31400 2.9375
9/13/96 Sale 4459 2.98
9/13/96 Sale 10000 3.01563
9/16/96 Sale 5000 2.9375
9/16/96 Sale 12000 3.0
9/16/96 Sale 23000 3.0
9/16/96 Sale 10000 3.03125
9/17/96 Sale 12200 2.90625
9/18/96 Sale 25000 2.88
9/18/96 Sale 4000 2.875
9/18/96 Sale 10000 2.84375
9/19/96 Sale 22400 3.40625
9/19/96 Sale 15000 3.5
<PAGE>
9/19/96 Sale 70000 3.21875
9/19/96 Sale 10000 3.34375
9/19/96 Sale 6500 3.29688
9/19/96 Sale 15000 3.28125
9/19/96 Sale 10000 3.3125
9/19/96 Sale 21000 3.32
9/19/96 Sale 16568 3.4375
9/19/96 Sale 66100 3.46875
9/20/96 Sale 9150 3.4375
9/20/96 Sale 15000 3.66
9/20/96 Sale 1182 3.34375
9/20/96 Sale 3000 3.39063
(e) The Reporting Person ceased to be the beneficial owner of
more than five percent of the Company's Common Stock as of September
10, 1996.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: October 14, 1996
KILLEBA HOLDINGS LTD.
By: /s/ Mendel Klein
-----------------------
Mendel Klein, President
