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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. 20)*
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)
April 30, 1997
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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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CUSIP No. 316711-10-0 SCHEDULE 13D Page 2 of 5 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
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, RETIREMENT ACCOUNT
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(5) Check 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 Power
Beneficially Owned 428,130 SHARES (SEE ITEM 5 ATTACHED HERETO)
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting Power
0 SHARES (SEE ITEM 5 ATTACHED HERETO)
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(9) Sole Dispositive Power
428,130 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
428,130 SHARES (SEE ITEM 5 ATTACHED HERETO)
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(12) Check / / if the Aggregate Amount in Row (11) Excludes Certain Shares*
/ /
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(13) Percent of Class Represented by Amount in Row (11)
39.1% (SEE ITEM 5 ATTACHED HERETO)
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(14) Type of Reporting Person*
IN
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Page 3 of 5 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 428,130 shares of Common Stock reported in
this statement was $1,032,614.64. The source of these funds was $218,346.20 from
Edward Gilbert's retirement account, and $814,268.44 from Mr. Gilbert's personal
funds.
The increased cost of the shares of Common Stock in the amount of
$34,042.50 reflects Mr. Gilbert's purchase of an aggregate of 11,000 shares of
the Common Stock all in market transactions for the price, plus commissions set
forth below. The increased cost was paid by Mr. Gilbert as follows:
Date Number Price Purchase Total
Purchased of Shares Per Share Price Commissions Consideration
- --------- --------- --------- ----- ----------- -------------
4/30/97 1,000 $4.00 $ 4,000.00 $80.00 $ 4,080.00
4/18/97 3,500 $3.08 10,780.00 0.00 $10,780.00
4/11/97 1,500 $3.48 5,212.50 0.00 $ 5,212.50
4/7/97 5,000 $2.81 14,050.00 0.00 $14,050.00
------ ----- ---------- ------ ----------
11,000 $3.09 $34,042.50 $80.00 $34,122.50
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Page 4 of 5 Pages
ITEM 4. PURPOSE OF TRANSACTIONS
Mr. Gilbert may seek representation on the board of directors through the
election of representatives of Mr. Gilbert as members of the board of directors.
He may vote his shares to elect representatives as members of the Board of
Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Gilbert beneficially owns 428,130 shares of Common Stock which
constitutes 39.1% of the shares of Common Stock outstanding (exclusive of
treasury shares ) at May 1, 1997. 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
- ------ ---------- -----
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 June 24, 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
Amendment #18 Dec. 16, 1996 Edward Gilbert
Amendment #19 Feb. 18,1997 Edward Gilbert
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Page 5 of 5 Pages
During the past sixty (60) days, no transactions in the Common Stock were
effected by Edward Gilbert, except as described in Item 3 above.
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.
________________________ ___________________________
Date Edward M. Gilbert
