<PAGE> 1
OMB APPROVAL
OMB NUMBER: 3235-0145
EXPIRES: OCTOBER 31, 1997
ESTIMATED AVERAGE BURDEN
HOURS PER FORM........14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
MAI SYSTEMS CORPORATION
-----------------------
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
----------------------------
(TITLE OF CLASS OF SECURITIES)
552620 20 5
-----------
(CUSIP NUMBER)
MARC N. BELL, C/O BROOKE GROUP LTD., 100 S.E. SECOND STREET,
------------------------------------------------------------
MIAMI, FL 33131 (305) 579-8000
-------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 15, 1996
------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(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.
*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 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> 2
CUSIP No. 552620 20 5 SCHEDULE 13D Page 2 of 4 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
BENNETT S. LEBOW
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
UNITED STATES
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 782,433
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by --
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 782,433
--------------------------------------------------------
(10) Shared Dispositive Power
--
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
782,433
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
11.6%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 3 OF 4 PAGES
PRELIMINARY STATEMENT:
This Amendment No. 8 supplements the Schedules 13D filed severally by,
among others, Bennett S. LeBow (the "Reporting Person") with the Securities and
Exchange Commission on April 25, 1994, as previously amended by Consolidated
Amendments Nos. 1-2 and Amendments Nos. 3-7 thereto (as amended, the "Schedule
13D"), relating to the common stock, par value $.01 per share (the "Common
Stock"), of MAI Systems Corporation, a Delaware corporation ("MAI"). Unless
otherwise defined herein, all terms used herein shall have the meanings
ascribed to them in the Schedule 13D.
Item 5 is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of May 16, 1996, the Reporting Person was the beneficial
owner of 782,433 shares of Common Stock (the "Shares"), which
constituted approximately 11.6% of the 6,728,401 shares of
Common Stock outstanding as of March 22, 1996 (as reported in
MAI's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995).
(b) The Reporting Person directly exercises voting power and
dispositive power over 187,401 of the Shares, and indirectly
exercises voting power and dispositive power over the remainder
of the Shares through LeBow Family Partnership 1993, Ltd., a
Florida limited partnership ("LFP").
(c) The following transactions in the Common Stock were effected
during the past sixty days:
<TABLE>
<CAPTION>
Trade Date Nature of Transaction Quantity Price Per Share ($)
---------- --------------------- -------- -------------------
<S> <C> <C> <C>
04/19/96 AMEX - Disposition* 800,000 5.75
05/02/96 AMEX - Disposition** 10,000 7.75
05/03/96 AMEX - Disposition* 9,000 8.50
05/03/96 AMEX - Disposition* 1,000 8.62
05/08/96 AMEX - Disposition** 1,000 8.62
05/08/96 AMEX - Disposition** 9,000 8.50
05/09/96 AMEX - Disposition* 10,000 8.75
05/10/96 AMEX - Disposition** 5,000 9.00
05/10/96 AMEX - Disposition** 5,000 8.87
05/10/96 AMEX - Disposition* 10,000 9.00
05/15/96 AMEX - Disposition* 5,000 9.12
05/15/96 AMEX - Disposition* 5,000 9.75
</TABLE>
* By the Reporting Person
**By LFP
Item 6 is hereby amended as follows:
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As of May 16, 1996, the Reporting Person had pledged, among
other securities, approximately 187,401 of the Shares to U.S. Clearing Corp. as
security for a margin loan in the amount of approximately $3.8 million.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 4 OF 4 PAGES
SIGNATURE
After reasonably 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: May 17, 1996.
BENNETT S. LEBOW
By: /s/ Bennett S. LeBow
-------------------------
Bennett S. LeBow
