UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(FINAL AMENDMENT)*
Incomnet, Inc.
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(Name of Issuer)
Common Stock,
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No Par Value
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(Title of Class of Securities)
453365-20-7
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(CUSIP Number)
David K. Robbins, Esq.
Fried, Frank, Harris, Shriver & Jacobson
350 South Grand Avenue, 32nd Floor
Los Angeles, CA 90071
(213) 473-2000
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(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
March 9, 1998
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(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 |_|.
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 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).
This statement amends a Schedule 13D filed by David Wilstein,
Leonard Wilstein, Jack Gilbert and Richard M. Horowitz on or about May 15,
1997, as amended by Amendment No. 1 filed by the foregoing persons and Robert
Epstein (collectively, the Reporting Persons") on or about August 15, 1997
(collectively, the "Amended Schedule 13D"). The securities to which this
statement relates are Shares of Common Stock, no par value ("Common Shares"),
of Incomnet, Inc., a California corporation ("Incomnet"), with its principal
executive offices located at 21031 Ventura Boulevard, Suite 1100, Woodland
Hills, California 91364.
The purpose of this statement is to report that the Reporting
Persons may no longer be deemed to constitute a group within the meaning of
Section 13(d)(3) of the Act. Prior disclosure in the Amended Schedule 13D
inconsistent with this statement is hereby superseded.
Items 4 and 5 of the Amended Schedule 13D are hereby amended to
add the following:
ITEM 4. PURPOSE OF TRANSACTION.
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Previously, the Reporting Persons, dissatisfied with the
performance of the Common Shares over the last several years, entered into
discussions with each other and/or with Incomnet to explore ways in which the
Reporting Persons could contribute to Incomnet in order to enhance values for
all its shareholders. Consequently, two of the Reporting Persons (David
Wilstein and Mr. Horowitz) and Stanley C. Weinstein were appointed to the
Board of Directors of Incomnet. As a result of those appointments, the
common objectives of the Reporting Persons have been fulfilled. At the
present time, the Reporting Persons have no common objectives, or plans to
develop common objectives, as a group and are not acting together, and have
no plans to act together, for the purpose of acquiring, holding, voting or
disposing of the Common Shares.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
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Because the Reporting Persons may no longer be deemed to
constitute a group, the provisions of Rule 13d-5(b)(1) under the Act no
longer apply to the Reporting Persons, and none of the Reporting Persons may
be deemed to beneficially own any equity securities of any other Reporting
Person by virtue of that rule. Further, each Reporting Person disclaims
beneficial ownership of the Common Shares held by the other Reporting
Persons. Consequently, none of the Reporting Persons may be deemed to
beneficially own more than five percent (5%) of the equity securities of
Incomnet, and none of the Reporting Persons has any further filing
obligations under Section 13(d) of the Act at this time.
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: March 9, 1998
/s/ David Wilstein
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DAVID WILSTEIN
/s/ Leonard Wilstein
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LEONARD WILSTEIN
/s/ Jack Gilbert
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JACK GILBERT
/s/ Richard M. Horowitz
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RICHARD M. HOROWITZ
/s/ Robert Epstein
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ROBERT EPSTEIN
