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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
Laura Huberfeld/Naomi Bodner
152 West 57th Street, New York, New York 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 8, 1997
(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)
(Page 1 of 4 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).
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Page 2 of 4 Pages
Schedule 13D
CUSIP No. 805893 302 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld/Naomi Bodner Partnership
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
New York
7. SOLE VOTING POWER
230,537
NUMBER OF
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 617,637
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
617,637
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.59%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 4 Pages
This statement constitutes Amendment No. 2 to the statement on Schedule
13D filed with the Securities and Exchange Commission on April 24, 1996 (the
"Original Statement"), as amended by Amendment No.1 filed on September 19, 1996
("Amendment No. 1"), of the Laura Huberfeld/Naomi Bodner Partnership (the
"Partnership"). All defined terms hereunder have the meanings set forth in the
Original Statement and Amendment No. 1, respectively. This Amendment No. 2
reflects certain material changes in the information set forth in the Original
Statement and Amendment No. 1, as follows:
Item 5. Interest in Securities of the Issuer.
(a) The Partnership is the beneficial owner of 230,537 shares of Common
Stock and Warrants to purchase an additional 387,100 shares of Common Stock.
Assuming that the total number of outstanding shares of the Company's Common
Stock is 13,450,000 (as of 9/30/96) prior to the exercise of the Warrants and
that all the Warrants are exercised, the Partnership would own 4.59% of the
Company's Common Stock.
(c) The following sale transactions were effected by the Partnership in
the Company's Common Stock during the past sixty days:
Purchase or
Date Sale Amount Price per Share
- ---- ---- ------ ---------------
1/6/97 Sale 10,000 4.0625
1/7/97 Sale 28,000 3.9487
1/8/97 Sale 75,000 3.89
1/8/97 Sale 34,000 3.98
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Total 147,000
(e) On January 8, 1997, the Partnership ceased to be the beneficial
owner of more than 5% of the Company's Common Stock.
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Page 4 of 4 Pages
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 14, 1997
LAURA HUBERFELD/NAOMI BODNER
PARTNERSHIP
By: /s/ Laura Huberfeld
Title: General Partner
