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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. 18 )*
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FIFTH DIMENSION INC.
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(Name of Issuer)
Common Stock, $.50 Par Value Per Share
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(Title of Class of Securities)
316711-10-0
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(CUSIP Number)
Edward M. Gilbert, 330 Garfield Street, # 200,
Santa Fe, New Mexico 87501
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 18, 1996
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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 / /.
Check the following box if a fee is being paid with this 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 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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SCHEDULE 13D
CUSIP No. 316711-10-0 Page 2 of 7 Pages
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(1) NAME OF REPORTING PERSON.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EDWARD M. GILBERT ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) / /
OF A GROUP* (b) / /
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS*
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES (7) SOLE VOTING
BENEFICIALLY OWNED POWER 404,730 SHARES (SEE ITEM 5
BY EACH REPORTING ATTACHED HERETO)
PERSON WITH --------------------------------------------------
(8) SHARED VOTING
POWER 0 SHARES (SEE ITEM 5
ATTACHED HERETO)
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(9) SOLE DISPOSITIVE
POWER 404,730 SHARES (SEE ITEM 5
ATTACHED HERETO)
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(10) SHARED DISPOSITIVE
POWER 0 SHARES (SEE ITEM 5
ATTACHED HERETO)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,730 SHARES (SEE ITEM 5 ATTACHED HERETO)
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.01% (SEE ITEM 5 ATTACHED HERETO)
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(14) TYPE OF REPORTING PERSON*
IN
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Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, $.33-1/3 par value of the
Issuer, Fifth Dimension, Inc., a New Jersey Corporation, (the "Common
Stock"). The Issuer's principal executive offices are located at: 801 New
York Avenue, Trenton, New Jersey 08638-3982.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The total purchase price of the 404,730 shares of Common Stock reported
in this statement was $980,748.14. The source of these funds was $202,533.70
from Edward Gilbert's retirement account, $777,975.94 from Mr. Gilbert's
personal funds.
The increased cost of the shares of Common Stock in the amount of
$40,250 reflects Mr. Gilbert's purchase of an aggregate of 35,000 shares of
the Common Stock in market transactions for the price, plus commissions set
forth below. The increased cost was paid by Mr. Gilbert from his personal
funds as set forth below:
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Date Number Price Purchase Total
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Purchased of Shares Per Share Price Commissions Consideration
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11-18-96 35,000 $1.15 $40,250 $0.00 $40,250
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Gilbert beneficially owns 404,730 shares of Common Stock which
constitutes 37.01% of the shares of Common Stock outstanding (exclusive of
treasury shares) at November 18, 1996.
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Page 4 of 7 Pages
Mr. Gilbert has the sole power to vote and the sole power to dispose of all
of these shares.
(b) The following are the details of the filing of Schedule 13D and
amendments thereto by Edward Gilbert with respect to the Common Stock:
Filing Date Filed Filer
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Schedule 13D Apr. 18, 1991 Edward and Gail Gilbert
Amendment #1 Aug. 23, 1991 Edward and Gail Gilbert
Amendment #2 Sept. 30, 1991 Edward and Gail Gilbert
Amendment #3 Jan. 16, 1992 Edward Gilbert
Amendment #4 June 30, 1992 Edward Gilbert
Amendment #5 Jan. 11, 1993 Edward Gilbert
Amendment #6 May 21, 1993 Edward Gilbert
Amendment #7 July 14, 1993 Edward Gilbert
Amendment #8 Nov. 2, 1993 Edward Gilbert
Amendment #9 Dec. 2, 1993 Edward Gilbert
Amendment #10 Dec. 18, 1993 Edward Gilbert
Amendment #11 Feb. 16, 1994 Edward Gilbert
Amendment #12 July 17, 1994 Edward Gilbert
Amendment #13 Oct. 25, 1994 Edward Gilbert
Amendment #14 March 31, 1995 Edward Gilbert
Amendment #15 May 19, 1995 Edward Gilbert
Amendment #16 Jan. 17, 1996 Edward Gilbert
Amendment #17 May 1, 1996 Edward Gilbert
During the past sixty (60) days, no transactions in the Common Stock
were effected by Edward Gilbert, except as described in Item 3 above.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER
(a) Edward Gilbert has had a social and business relationship with M.
Thomas Wilson, 330 Garfield Street, Santa Fe, New Mexico, 87501 for over five
years, including acting as officers and shareholders of corporations engaged
in the acquisition, ownership
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Page 5 of 7 Pages
and management of real property. Mr. Wilson acquired 10,000 shares of the
Common Stock of the Issuer over one year ago (1.09% of the Common Stock of
the Issuer outstanding, exclusive of treasury shares, at November 18, 1996).
Edward Gilbert expressly disclaims any agreement to act with Mr. Wilson for
any purpose with respect to the Common Stock of the Issuer, and further
disclaims any beneficial ownership in the Common Stock of the Issuer held by
Mr. Wilson, and further disclaims that Mr. Wilson has any beneficial
ownership in Common Stock of the Issuer held by Mr. Gilbert.
(b) Amendment Number 1 to Schedule 13D filed by Edward and Gail Gilbert
with respect to the Common Stock, and Amendments Number 7, 10, 11, and 12
filed by Edward Gilbert with respect to the Common Stock, as set forth in
Item 5(b) above, disclosed that Edward Gilbert has had a social and business
relationship with Peter N. Heydon for over ten years. The Amendments
disclosed the acquisition and beneficial ownership by Mr. Peter Heydon of
70,000 shares of common stock of the Issuer, and the election of Peter Heydon
to the Board of Directors. Mr. Heydon does not represent Mr. Gilbert's
interests. Mr. Heydon acquired 10,000 shares of Common Stock of the Issuer
in November 1996 and is the beneficial owner of 81,000 shares of Common Stock
of the Issuer (7.41% of the Common Stock of the Issuer, exclusive of treasury
shares, outstanding as of November 18, 1996). Edward Gilbert expressly
disclaims any agreement to act with Mr. Heydon for any purpose with respect
to the Common Stock of the Issuer, and further disclaims any
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Page 6 of 7 Pages
beneficial ownership in the Common Stock of the Issuer held by Mr. Heydon,
and further disclaims that Mr. Heydon has any beneficial ownership in Common
Stock of the Issuer held by Mr. Gilbert.
(c) Amendments Number 4 and 7 to Schedule 13D filed by Edward Gilbert
with respect to the Common Stock, as set forth in Item 5(b) above, disclosed
that Edward Gilbert has had a social and business relationship with Fred
Kolber, Ed Berman, and Jeffrey Tucker for over eight years. With respect to
Mr. Kolber and Mr. Berman, such relationships have included acting as
officers, directors and shareholders of corporations engaged in the
acquisition, ownership and management of real property. Such amendments
disclosed that Messrs. Kolber, Tucker and Berman were principals of Greenwich
Options Fund, L.P., and Fred Kolber & Co., which entities acquired and owned
48,250 shares of Common Stock of the Issuer. Amendment Number 7 disclosed
that Mr. Berman owned 2,500 shares of Common Stock of the Issuer. Edward
Gilbert expressly disclaims any agreement to act with Mr. Kolber, Mr. Tucker,
Mr. Berman, Greenwich Options Funds, L.P., and/or Fred Kolber & Co.
(collectively the "Greenwich Group") for any purpose with respect to the
Common Stock of the Issuer, and further disclaims any beneficial ownership in
the Common Stock of the Issuer held by the Greenwich Group, and further
disclaims that the Greenwich Group has any beneficial ownership in Common
Stock of the Issuer held by Mr. Gilbert.
(d) In November 1996, Greenwich Options Fund, L.P. and Fred Kolber &
Co. sold their 48,250 shares of Common Stock of the Issuer
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Page 7 of 7 Pages
to Bishop Rosen & Company, a member of the National Association of Securities
Dealers, Inc. In November 1996, Mr. Ed Berman acquired 17,000 shares of
Common Stock of the Issuer from Bishop Rosen & Company. Mr. Berman is
currently the owner of 19,500 shares of Common Stock of the Issuer (1.78% of
the Common Stock of the Issuer outstanding, exclusive of treasury shares, at
November 18, 1996). On November 18, 1996, Mr. Gilbert acquired 35,000 shares
of Common Stock of the Issuer from Bishop Rosen & Company, as set forth in
Item 3 above. In November 1996, Mr. Peter Heydon purchased 10,000 shares of
Common Stock of the Issuer from Bishop Rosen & Company. Mr. Gilbert has not
acted together with Mr. Heydon, Mr. Berman or any other person for the
purpose of acquiring, holding, voting, or disposing of any securities of the
Issuer. The following individuals are the beneficial owners of the following
number of shares of Common Stock of the Issuer, which shares equal the
following percentages of the Common Stock of the Company outstanding at
November 18, 1996, exclusive of treasury shares: Edward Gilbert - 404,730
shares (37.01%), Peter Heydon - 81,000 shares (7.41%), Ed Berman - 19,500
shares (1.78%), M. Thomas Wilson - 10,000 shares (1.09%). The total of such
percentages is 47.29%.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
accurate.
12/12/96 /s/ Edward M. Gilbert
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Date Edward M. Gilbert
