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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COTELLIGENT GROUP, INC.
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
221630 10 6
__________________________
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(CUSIP NUMBER)
JOHN R. PREVIS
Buchanan Ingersoll P.C.
One Oxford Centre, 20th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 562-8957
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
November 27, 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 [_].
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.
(continued on the following pages)
Page 1 of __ Pages
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CUSIP NO. Schedule 13D PAGE 2 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Thomas E. Fallat
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(SEE INSTRUCTIONS)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
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 of America
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned by
Each Reporting Person 0
With
8 SHARED VOTING POWER
1,142,350
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,142,350
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,142,350
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.48
14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. Schedule 13D PAGE 3 OF PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:
Opal A. Fallat
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X
(SEE INSTRUCTIONS)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
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 of America
Number of Shares 7 SOLE VOTING POWER
Beneficially Owned by
Each Reporting Person 0
With
8 SHARED VOTING POWER
1,142,350
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,142,350
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,142,350
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.48
14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. Schedule 13D PAGE 4 OF PAGES
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INTRODUCTION
This statement on Schedule 13D ("Statement") constitutes the initial filing of
Thomas A. Fallat and Opal A. Fallat, husband and wife, as a group. Thomas A.
Fallat and Opal A. Fallat are hereinafter collectively referred to as the
"Fallats".
On November 27, 1995, Cotelligent Group, Inc., a Delaware corporation
("Cotelligent") or the "Company"), Pittsburgh Business Consultants, Inc., a
Pennsylvania corporation ("PBC") , Cotelligent/PBC Acquisition Corporation, a
Pennsylvania corporation and a wholly owned subsidiary of Cotelligent
("Cotelligent Sub") and the Fallats and other shareholders of PBC entered into
an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which
Cotelligent Sub merged (the "Merger") with and into PBC. As a result of the
Merger, which was effective on November 27, 1996 (the "Effective Time"), the
separate existence of Cotelligent Sub ceased and PBC became a wholly owned
subsidiary of Cotelligent.
Prior to the Merger, the Fallats owned 7,341.6 shares of the common stock, par
value $1.00 per share (the "PBC Common Stock"), of PBC. Pursuant to the Merger
Agreement, at the Effective Time, each issued an outstanding share of PBC Common
Stock was converted into common stock, par value $0.01 per share, (the
"Cotelligent Common Stock") of Cotelligent.
In connection with the Merger, the Fallats received 1,142,350 shares of
Cotelligent Common Stock. This Statement relates to the 1,142,350 shares of
Cotelligent Common Stock received by the Fallats as a result of the Merger.
ITEM 1. SECURITY AND ISSUER:
This statement relates to shares of common stock, $0.01 par value per share
(the "Common Stock"), of Cotelligent Group, Inc. ("Cotelligent"). Cotelligent's
principal executive office is located at 101 California Street, Suite 2050, San
Francisco, CA 94111.
ITEM 2. IDENTIFY AND BACKGROUND:
The persons filing this Statement are Thomas E. Fallat and Opal A. Fallat, each
of whom is a citizen of the United States of America. The address of each of
the Fallats is 3115 Deerfield Lane, Murrysville, PA 15668. During the last
five years, neither of the Fallats has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors), nor has either of the
Fallats been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which either of the Fallats was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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CUSIP NO. Schedule 13D PAGE 5 OF PAGES
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Statement relates specifically to the 1,142,350 shares of Cotelligent
Common Stock received by the Fallats in connection with the Merger. See
"Introduction". Prior to the Merger, the Fallats owned 7,341.6 shares of PBC
Common Stock. Pursuant to the Merger Agreement, at the Effective Time, these
shares of PBC Common Stock was converted into 1,142,350 shares of Cotelligent
Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The Fallats acquired 1,142,350 shares of Cotelligent Common Stock strictly for
the purpose of equity security investment. Neither of the Fallats has any
present plans or proposals which would relate to or result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Company by any person;
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CUSIP NO. Schedule 13D PAGE 6 OF PAGES
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(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Fallats are the beneficial owners
of 1,142,350 shares of Cotelligent Common Stock (approximately 12.48% of the
outstanding shares of Cotelligent Common Stock (based solely on the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1996,
as adjusted to reflect the Company's issuance of 1,202,474 shares in connection
with the Merger)).
(b) The Fallats have shared voting power and shared investment power with
respect to the shares of Cotelligent Common Stock reported in (a) above.
(c) As discussed elsewhere in this Statement, on November 27, 1996, each of
the Fallats acquired 1,142,350 shares of Cotelligent Common Stock in connection
with the Merger. See "Introduction" and "Item 4. Purpose of Transaction".
Prior to the Merger, the Fallats owned 7,341.6 shares of PBC Common Stock.
Pursuant to the Merger Agreement, at the Effective Time, each issued and
outstanding share of PBC Common Stock was converted into shares of Cotelligent
Common Stock. In connection with the Merger, the Fallats received 1,142,350
shares of Cotelligent Common Stock. Except for in connection with the Merger,
neither of the Fallats has effected any transactions in shares of Cotelligent
Common Stock during the last 60 days.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Cotelligent Common Stock reported on this Statement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS.
A joint filing Agreement is filed herewith as Exhibit 1 to this Statement.
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CUSIP NO. Schedule 13D PAGE 7 OF PAGES
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SIGNATURE
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The undersigned, after reasonable inquiry and to the best of its knowledge
and belief, certifies that the information set forth in this statement on
Schedule 13D is true, complete and correct.
DATE: December 6, 1996 /s/ Thomas E. Fallat
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Thomas E. Fallat
/s/ Opal A. Fallat
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Opal A. Fallat
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CUSIP NO. Schedule 13D PAGE 8 OF PAGES
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
the persons named below agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including amendments thereto) with respect to the
common stock of Cotelligent Group, Inc. and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings. In evidence thereof,
the undersigned, being duly authorized, hereby execute this Agreement this 6th
day of December, 1996.
/s/ Thomas E. Fallat
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Thomas E. Fallat
/s/ Opal A. Fallat
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Opal A. Fallat
E-1
