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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
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)
JANUARY 16, 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
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 2 OF 8 PAGES
<TABLE>
<S> <C> <C> <C> <C>
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
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
===============================================================================================================
Number of 7 Sole Voting Power 1,949,033
- ----------------------------------------------------------------------------
Shares 8 Shared Voting Power ---
- ----------------------------------------------------------------------------
Beneficially
Owned by Each 9 Sole Dispositive Power 1,949,033
- ----------------------------------------------------------------------------
Reporting
Person With 10 Shared Dispositive Power ---
============================================================================
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,949,033
- ----------------------------------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
- ----------------------------------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 29.2%
- ----------------------------------------------------------------------------------------------------------
14 Type of Reporting Person* IN
==========================================================================================================
</TABLE>
*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 8 PAGES
PRELIMINARY STATEMENT:
This Amendment No. 5 (the "Amendment") supplements the Schedules 13D
filed severally by, among others, the Reporting Person (as defined below) with
the Securities and Exchange Commission on April 25, 1994, as previously amended
by Consolidated Amendments Nos. 1-2 and Amendments Nos. 3-4 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 1. SECURITY AND ISSUER
This Amendment relates to the Common Stock of MAI, which has its
principal executives offices at 9600 Jeronimo Road, Irvine, California 92718.
ITEM 2. IDENTITY AND BACKGROUND
(a) Bennett S. LeBow (the "Reporting Person").
(b) c/o Brooke Group Ltd., 100 S.E. Second Street, 32nd Floor,
Miami, Florida 33131.
(c) Chairman of the Board, President and Chief Executive
Officer of Brooke Group Ltd., which is located at the
address set forth in subparagraph (b) of this Item 2.
(d), (e) During the last five years, the Reporting Person has
neither: (1) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors);
or (2) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting of mandating activities subject to, Federal or
State securities laws or finding any violation with respect
to such laws.
(f) United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Inapplicable.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person may periodically dispose of the shares of Common
Stock in public and/or private transactions. The Reporting Person has no
present plans or proposals that relate to or would result in any of the
following (although the right to develop such plans or proposals is reserved):
(i) the acquisition of securities of MAI; (ii) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving MAI or
any of its subsidiaries; (iii) a sale or transfer of a material amount of
assets of MAI or any of its subsidiaries; (iv) any change in the present Board
of Directors or management of MAI, including any plans or porposals to change
the number or term of directors or to fill any existing vacancies on MAI's
present Board of Directors; (v) any material change in the present
capitalizaion or dividend policy of MAI; (vi) any other material change in
MAI's charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of MAI by any person; (vii) causing
a class of securities of MAI to be delisted from a registered national
securities association; (viii) a class of equity securities of MAI becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act; or (ix) any actions similar to those enumerated.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of January 16, 1996, the Reporting Person was the
beneficial owner of 1,949,033 shares of Common Stock (the
"Shares"), which constituted approximately 29.2% of the
6,686,179 shares of Common Stock outstanding as of October
31, 1995 (as reported in MAI's quarterly report on Form
10-Q for the quarterly period ended September 30, 1995).
(b) The Reporting Person directly exercises voting power and
dispositive power over 1,324,001 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.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 4 OF 8 PAGES
(c) The Reporting Person effected the following transactions
in the Common Stock during the past sixty days:
<TABLE>
Trade Date Nature of Transaction Quantity Price Per Share (S)
---------- --------------------- -------- -------------------
<S> <C> <C> <C>
01/11/96 AMEX - Disposition 5,000 6.87
01/11/96 AMEX - Disposition 5,000 6.75
01/12/96 AMEX - Disposition 5,000 6.75
01/15/96 AMEX - Disposition 5,000 6.75
01/15/96 AMEX - Disposition 5,000 6.75
01/15/96 AMEX - Disposition 5,000 6.75
01/16/96 AMEX - Disposition 5,000 6.75
01/16/96 AMEX - Disposition 10,000 6.75
</TABLE>
(d) See Item 6 herein.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
As of January 16, 1996, the Reporting Person has pledged approximately
1,324,001 of the Shares to U.S. Clearing Corp. as security for a margin loan
in the amount of approximately $10.7 million.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 8: Margin Agreement by and between the Reporting Person and
U.S. Clearing Corp.
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: January 16, 1996.
BENNETT S. LEBOW
By: /s/ Bennett S. LeBow
---------------------------------
Bennett S. LeBow
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 5 OF 8 PAGES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Sequentially Numbered Page
Exhibit No. Title: on Which Exhibit Begins
- ----------- ------ -------------------------
Exhibit 8: Margin Agreement by and between the 6
Reporting Person and U.S. Clearing Corp.
</TABLE>
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 6 OF 8 PAGES
EXHIBIT 8:
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 7 OF 8 PAGES
U.S. CLEARING CORP.
Member New York Stock Exchange
120 Broadway New York, N.Y. 10271-0046
MARGIN AGREEMENT
TO: U.S. CLEARING CORP. AND A/C No. 305-2024
-----------------
TO: THE INTRODUCING BROKER (MY BROKER)
1. I agree as follows with respect to the margin account I have opened
with you for the purchase and sale of securities and/or the borrowing
of funds.
2. I am of legal age and no one except the undersigned has any interest
in this account.
3. All transactions for my account shall be subject to the constitution,
rules, regulations, customs and usages of the exchange or market (and
its clearing house, if any) where executed.
4. Any and all securities or commodities or contracts relating thereto
and all other property of whatsoever kind belonging to me or in which
I may have an interest held by you or carried for my account shall be
subject to a general lien for the discharge of my obligations to you,
however arising and without regard to whether or not you have made
advances with respect to such property, and without notice to me may
be carried in your general loans and may be pledged, re-pledged,
hypothecated or re-hypothecated, separately or in common with other
securities and commodities of any other property, for the sum due to
you thereon or for a greater sum and without retaining in your
possession and control for delivery a like amount of similar
securities, commodities or other property.
5. I will maintain such margins as you may in your discretion require
from time to time and will pay on demand any debit balance owing with
respect to any of my accounts and I will, at your request from time to
time, deposit such additional collateral as may be required by the
rules of any exchange or regulatory agency or as may be considered
necessary or appropriate, in your discretion, to secure my obligations
to you. You may, whenever in your discretion you consider it
necessary for your protection, sell any or all securities or
commodities or contracts relating thereto held in any of my accounts,
including safekeeping accounts, and you may borrow or buy in any
securities or commodities required to make delivery against any sale
effected for me. Such sale or purchase may be public or private and
may be made without advertising or notice to me and in such manner as
you may in your discretion determine and at any such sale you may
purchase the property free from any right of redemption and I shall be
liable for any deficiency.
6. I agree to pay interest and service charges upon my account monthly at
the prevailing rate as determined by you. The interest charged on the
average debit balances appears on the monthly statement and indicates
rate and period covered. The rate may change from time to time
without notice due to fluctuations in money market rates or from other
causes. It is computed by the ordinary interest method, which assumes
a year to have 360 days. The actual number of days within the period
is used as the numerator.
7. I agree that, in giving orders to sell, all "short" sale orders will
be designated as "short," and all "long" sale orders will be
designated as "long," and that the designation of a sell order as
"long" is a representation on my part that I own the security, and if
the security is not in your possession, that it is then impracticable
to deliver the security to you forthwith and that I will deliver it as
soon as possible.
8. Reports of the execution of orders and statements of my account shall
be conclusive if not objected within five days and ten days,
respectively, after transmittal to me by mail or otherwise.
9. At any time and from time to time you may, in your discretion, without
notice to me, apply and/or transfer any securities, commodities,
contracts relating thereto, or any other property or equity therein,
interchangeably between any of my accounts, whether individual or
joint from any of my accounts to any account guaranteed by me.
10. This agreement shall inure to the benefit of your successors and
assigns, shall be binding on the undersigned, his heirs, executors,
administrators and assigns, and shall be governed by the laws of the
State of New York.
11. AGREEMENT TO ARBITRATE ALL CONTROVERSIES
I represent that I understand the terms of the arbitration clause, as
follows:
(a) Arbitration is final and binding on the parties.
(b) The parties are waiving their right to seek remedies in court,
including the right to jury trial.
(c) Pre-arbitration discovery is generally more limited than and
different from court proceedings.
(d) The arbitrators' aware is not required to include factual
findings or legal reasoning and any party's right to appeal or to seek
modification of rulings by the arbitrators is strictly limited.
(e) The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
The undersigned agrees, and by carrying an account of the undersigned you
agree, that all controversies which may arise between us, including but not
limited to those involving any transaction or the construction, performance, or
breach of this or any other agreement between us, whether entered into prior,
on or subsequent to the date hereof, shall be determined by arbitration. Any
arbitration under this agreement shall be conducted before the New York stock
Exchange, Inc. ("NYSE") or the National Association of Securities Dealers, Inc.
("NASD"), and in accordance with its rules then in force. I may elect in the
first instance whether arbitration shall be conducted before the NYSE or the
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 552620 20 5 PAGE 8 OF 8 PAGES
NASD, but if I fail to make such election by registered letter or telegram
addressed to you at your main office, before the expiration of five days after
receipt of a written request from you to make such election, then you may make
such election. Judgment upon the award of arbitrators may be entered in any
court, state or federal, having jurisdiction.
LENDING AGREEMENT
12. You and any firm succeeding to your firm are hereby authorized from time
to lend separately or together with the property of others either to yourselves
or to others any property which you may be carrying for me on margin. This
authorization shall apply to all accounts carried by you for me and shall
remain in full force until written notice or revocation is received by you at
your principal office in New York.
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THE FOLLOWING: (1) THAT, IN
ACCORDANCE WITH PARAGRAPH #11 I AM AGREEING IN ADVANCE TO ARBITRATE ANY
CONTROVERSIES WHICH MAY ARISE WITH YOU, AND (2) RECEIPT OF A COPY OF THIS
AGREEMENT.
/s/ Bennett S. LeBow
- -------------------------------- --------------------------------------
(applicant's signature) (signature of co-applicant)
Date 08/10/93
----------------------------
