SCAN-GRAPHICS TO MERGE WITH PUBLIC COMPANY

  Scan-Graphics Inc said it will be
  acquired by Captive Venture Capital Inc, a public company,
  in a stock transaction approved by shareholders of both
  companies.
      As a result of the merger, the former shareholders of
  Scan-Graphics will become the majority shareholders of Captive
  Venture Capital. The name of the corporation will be changed to
  Scan-Graphics Inc and its borad of directors will be composed
  of individuals now on the Scan-Graphics board.
      Under the terms of the deal, Capitive Venture Capital will
  issue 1.6 mln shares of restricted convertible preferred stock,
  convertible into 16 mln shares of common stock, in exchange for
  all outstanding stock of Scan-Graphics.
      Upon completing the deal, there will be 2,649,500 common
  shares of Capitive Venture Capital issued and outstanding, of
  which 149,500 shares will be held by the public.
      In addition, there are 95,050 tradeable class A warrants
  and 100,000 B warrants, each of which entitles the holder to
  buy 10 shares of common stock at 1.25 dlrs and 1.50 dlrs,
  respectively, a share.
      Scan-Graphics makes systems that allow users to convert
  graphic documents, such as charts, maps and engineering
  drawings, into computer data that can be displayed, edited and
  stored by computer.
      Currently, Captive Venture Capital stock is traded over the
  counter and will soon trade under the Scan-Graphics name.
  Application for Nasdaq listing is expected as soon as
  requirements are met.
  

