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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Cotelligent Group, Inc.
(NAME OF ISSUER)
Common Stock, $0.01 par value per share
(TITLE OF CLASS OF SECURITIES)
221630-10-6
(CUSIP NUMBER)
JOHN R. PREVIS
Buchanan Ingersoll P.C.
One Oxford Centre, 20th Floor
301 Grant Street
Pittsburgh, PA 15219
(412) 562-8957
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 23, 1997
(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-l(a) for other parties to whom copies are to
be sent.
(continued on the following pages)
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CUSIP No. 221630-10-6
1. NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS:
Thomas E. Fallat
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) X
(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
962,350*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
962,350*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
962,350*
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.92%*
14. TYPE OF REPORTING PERSON
IN
- --------------------
* This amount includes 33,000 shares which were gifted to the Fallat Family
Charitable Foundation for which Thomas E. Fallat serves as co-trustee with
shared voting and dispositive powers.
2
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CUSIP No. 221630-10-6
1. NAMES 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
(SEE INSTRUCTIONS) (a) X
(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 7. SOLE VOTING POWER
Number of Shares
Beneficially Owned by 0
Each Reporting Person
with
8. SHARED VOTING POWER
929,350
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
929,350
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,350
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [_]
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.58%
14. TYPE OF REPORTING PERSON
IN
3
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INTRODUCTION
This statement is Amendment No. 2 (the "Amendment") to the Schedule 13D
filed by Thomas E. Fallat and Opal A. Fallat, husband and wife, as a group
(collectively the "Fallats" or "Reporting Persons") on December 10, 1996 with
respect to shares of common stock, $0.01 par value per share (the "Common
Stock") of Cotelligent Group, Inc., a Delaware corporation ("Cotelligent" or the
"Company"). The purpose of the Amendment is to correct an inadvertent error in
the calculation of the Reporting Persons ownership in the Company due to the
failure to take into account certain gifts to members of the Reporting Persons
immediate family. In addition, this statement reports a recent gift of
Common Stock to the Fallat Family Charitable Foundation.
On November 27, 1995, Cotelligent, Pittsburgh Business Consultants, Inc.,
("PBC") a Pennsylvania corporation and wholly owned subsidiary of Cotelligent,
Cotelligent/PBC Acquisition Corporation, a Pennsylvania corporation and a wholly
owned subsidiary of Cotelligent ("Cotelligent Sub") and the Reporting Persons
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 Reporting Persons owned 7,341.6 shares of PBC
common stock par value $1.00 per share (the "PBC Common Stock"). Pursuant to
the Merger Agreement, at the Effective Time, each issued and outstanding share
of PBC Common Stock was converted into Cotelligent Common Stock. In connection
with the Merger, the Reporting Persons received 1,142,350 shares of Cotelligent
Common Stock. The Reporting Persons gifted 180,000 of this amount to members of
their immediate family on March 14, 1997 and made another gift of 33,000 shares
of Cotelligent Common Stock to the Fallat Family Charitable Foundation on
May 31, 1997.
ITEM 1. SECURITY AND ISSUER:
This statement relates to the 1,142,350 shares of Cotelligent Common Stock
received by the Reporting Persons as a result of the Merger and the subsequent
gift of 213,000 of those shares to members of their immediate family and the
Fallat Family Charitable Foundation. Cotelligent's principal executive office is
located at 101 California Street, Suite 2050, San Francisco, CA 94111.
ITEM 2. IDENTITY 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. Mr. Fallat is
the Chief Executive Officer of PBC. PBC's principal business address is 411 7th
Avenue, Pittsburgh, PA 15219. Mrs. Fallat is not employed.
During the last five years, neither of the Fallats has been convicted in a
criminal proceeding (excluding traffic violations or 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 a finding of any violation with respect to such laws.
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 Reporting Persons in connection with the Merger.
See Item 2, "Identity and Background." Prior to the Merger, the Reporting
Persons owned 7,341.6 shares of PBC Common Stock. Pursuant to the Merger
Agreement, at the Effective Time, these shares of PBC Common Stock were
converted into 1,142,350 shares of Cotelligent Common Stock.
4
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ITEM 4. PURPOSE OF TRANSACTION.
The Fallats acquired 1,142,350 shares of Cotelligent Common Stock in
connection with the Merger and strictly for purpose of equity security
investment. On March 14, 1997, the Fallats gifted 180,000 of those shares to
members of their immediate family reducing their ownership in the Company to
9.92% from 11.78%. On May 31, 1997 the Fallats gifted 33,000 shares of
Cotelligent Common Stock to the Fallat Family Charitable Foundation for which
Mr. Thomas E. Fallat serves as co-trustee with shared dispositive and voting
powers. As a result of this second gift, Mrs. Opal Fallat now beneficially owns
9.58% while Mr. Thomas E. Fallat continues to beneficially own 9.92% of
Cotelligent.
In light of the magnitude of the Reporting Persons' investment in the
Common Stock of the Company, the Reporting Persons may seek to influence
management of the Company in order to ensure that the Company is managed in such
a way as to maximize the value of the enterprise. The Reporting Persons intend
to contact the Company to seek a meeting with management and members of the
Board of Directors to discuss a range of issues they believe could favorably
affect both management focus and shareholder value. In addition, the Reporting
Persons plan to discuss additional actions to protect their investment in the
Company including, without limitation, proposing that Mr. Thomas Fallat (or his
nominee) be added to the Board of Directors of the Company.
Except as indicated above, the Reporting Persons have no plans or proposals
which would relate to or result in any of the events, actions or conditions
specified in paragraphs (a) through (j) of Item 4 of this Schedule, although the
Reporting Persons reserve the right to take any action which relates to or would
result in any of such events, actions or conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of the date of this Statement:
(a) Mr. Fallat is the beneficial owner of 962,350 shares of Cotelligent
Common Stock (approximately 9.92% of the outstanding shares of Cotelligent
Common Stock based solely on information contained in the Company's Post-
Effective Amendment No. 1 to Form S-1 on Form S-4 filed with the Securities and
Exchange Commission on March 19, 1997) while Mrs. Fallat is the beneficial owner
of 9.58% of Cotelligent Common Stock or 929,350 shares.
(b) The Reporting Persons have shared voting power and shared investment
power with respect to 929,350 shares of Cotelligent Common Stock and Mr. Fallat
has shared voting and dispositive powers over an additional 33,000 shares of
Cotelligent Common Stock held by the Fallat Family Charitable Foundation for
which he serves as Co-Trustee.
(c) The Reporting Persons made gifts of 180,000 shares of Cotelligent
Common Stock to members of their immediate family on March 14, 1997 and 33,000
shares of Cotelligent Common Stock to the Fallat Family Charitable Foundation on
May 31, 1997.
(d) Thomas E. Fallat and Charles E. Weston are co-trustees of the Fallat
Family Charitable Foundation and as such have shared dispositive and voting
powers over 33,000 shares of Cotelligent Common Stock. 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.
Thomas E. Fallat and Charles E. Weston are co-trustees of the Fallat Family
Charitable Foundation and as such have shared dispositive and voting powers over
33,000 shares of Cotelligent Common Stock.
5
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Fallat Family Charitable Foundation Trust Agreement is Filed herewith
as Exhibit 10.1.
A Joint Filing Agreement is filed herewith as Exhibit 99.1 to this
Statement.
6
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SIGNATURE
The undersigned, after reasonable inquiry and to the best of its knowledge
and belief, certifies that the information set forth in this Amendment No. 2 to
Schedule 13D is true, complete and correct.
DATE: June 6, 1997 /s/ Thomas E. Fallat
----------------------------------
Thomas E. Fallat
/s/ Opal A. Fallat
----------------------------------
Opal A. Fallat
7
<PAGE>
Exhibit 10.1
FALLAT FAMILY CHARITABLE FOUNDATION
FOUNDATION TRUST AGREEMENT
Foundation Taxpayer Identification No.: 23-7896622
<PAGE>
FALLAT FAMILY CHARITABLE FOUNDATION
FOUNDATION TRUST AGREEMENT
MADE this 31/st/ day of March, 1997, by and between THOMAS E. FALLAT,
now of the County of Westmoreland, Commonwealth of Pennsylvania (hereinafter
referred to as the "grantor"), and said THOMAS E. FALLAT, and CHARLES E. WESTON,
now of the County of Westmoreland, Commonwealth of Pennsylvania (hereinafter
referred to individually as a "trustee" and collectively referred to as the
"trustees"),
W I T N E S S E T H:
WHEREAS, the grantor desires to establish an irrevocable charitable
trust for the benefit of charitable organizations, as more fully described in
the within trust; and
WHEREAS, the trustees are willing to accept this trust upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, the grantor hereby irrevocably transfer and deliver to
the trustees all of their right, title and interest in and to the property
hereinafter set forth on Schedule A, attached hereto as part hereof, in trust
for the following purposes:
ARTICLE ONE
FALLAT FAMILY CHARITABLE FOUNDATION
(S)1.1 Name. The trust hereby created shall be known as the FALLAT
----
FAMILY CHARITABLE FOUNDATION (hereinafter referred to as the "Foundation").
(S)1.2 Distributions. The trustees shall hold, manage, invest and
-------------
reinvest the trust property, as the trustees in their discretion deem proper in
accordance with the provisions of ARTICLE FOUR of this trust agreement, and
shall distribute the income, accumulated income, if
<PAGE>
any, and principal of the trust property at such times and in such amounts to or
for the use of such charitable organizations and for such charitable purposes as
the Board of Directors shall from time to time direct in writing; provided,
however, should the Board of Directors fail so to direct the trustees causing
the trustees to make a good faith determination that the Foundation, absent a
distribution, would violate any of the provisions of this trust agreement, the
trustees shall make the required distribution. No part of the net earnings of
the Foundation shall inure to or be payable to, or for the benefit of, any
private shareholder or individual, and no substantial part of the activities of
the Foundation shall be the carrying on of propaganda, or otherwise attempting
to influence legislation. No part of the activities of the Foundation shall be
the participation in, or intervention in (including the publishing or
distribution of statements), any political campaign on behalf of any candidate
for public office.
(S)1.3 Charitable Organizations. For purposes of this trust
------------------------
agreement and any reformations hereto, the term "charitable organizations" shall
mean, and the term "charitable organization" shall mean any one of, such
corporations, trusts, funds, foundations or community chests created or
organized in the United States or in any of its possessions, whether under the
laws of the United States, any state, the District of Columbia, or any
possession of the United States, as (a) are at such time described in Section
501(c)(3) of the Internal Revenue Code and exempt from taxation under Section
501(a) of the Internal Revenue Code, and (b) are of such character that
contributions thereto shall be deductible for income, gift and estate tax
purposes under the United States internal revenue laws in force and effect at
such time.
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<PAGE>
(S)1.4 Charitable Purposes. For purposes of this trust agreement
-------------------
and any reformations hereto, the term "charitable purposes" shall mean, and the
term "charitable purpose" shall mean any one of, such religious, charitable,
scientific, literary or educational purposes, the prevention of cruelty to
children or animals, and the distribution of property to or for the use of any
State, any possession of the United States, or any political subdivision of any
of the foregoing, or the United States or the District of Columbia, for
exclusively public purposes, all as (a) are at such time described in Section
501(c)(3) of the Internal Revenue Code and (b) are of such character that
contributions for such purposes are deductible for income, gift and estate tax
purposes under the United States internal revenue laws in force and effect at
such time.
(S)1.5 Grantor's Intentions Concerning Distributions. In the
---------------------------------------------
exercise of their discretion concerning distributions to charitable
organizations for charitable purposes, the Board of Directors (or the trustees,
if applicable, as provided in (S)1.2 of this trust agreement) shall select such
charitable organizations whose activities are concentrated in the cultural,
museum, religious, youth development, medical and educational fields.
(S)1.6 Termination. The Foundation shall continue forever unless
-----------
it is terminated by the Board of Directors. In such event, all of the trust
property shall be distributed to or for the use of such charitable
organizations, in such amounts and for such charitable purposes as the Board of
Directors shall then select and determine.
ARTICLE TWO
TRUSTEES
(S)2.1 Successor Trustees. The individual trustees may at any time
------------------
and from time to time appoint one or more individuals or a corporate fiduciary
(if a corporate trustee is not
-3-
<PAGE>
then serving), or both, to serve as additional trustees. A corporate trustee may
resign at any time, without stating cause, by filing an account with a court of
competent jurisdiction; provided, however, if upon such resignation no other
trustee would then be serving, such resignation shall be effective only upon the
appointment by such court of a corporate fiduciary to serve as successor
corporate trustee. If at any time there is a complete vacancy in the office of
the trustee and no successor trustee has been appointed as herein provided, PNC
BANK, NATIONAL ASSOCIATION, Pittsburgh, Pennsylvania, shall serve as successor
trustee. As used in this Section, the term "corporate fiduciary" shall mean a
corporate fiduciary that is doing business within any State, Commonwealth or
District of the United States and administering (or is affiliated with, or has
control of, any corporation administering) trust assets having a value of at
least $100,000,000.
(S)2.2 Merger or Consolidation. In case of the merger or
-----------------------
consolidation of a corporate trustee, the resultant company shall become such
trustee's successor hereunder without notice to any party.
(S)2.3 Compensation. A corporate trustee shall be entitled to
------------
receive compensation for its services hereunder in accordance with its schedule
of compensation in effect when the services are performed, but not in excess of
such compensation as would be approved by a court of competent jurisdiction. An
individual trustee shall be entitled to receive reasonable compensation for such
trustee's services hereunder.
-4-
<PAGE>
(S)2.4 Successor Trustees. Each successor trustee shall have all
------------------
the rights, powers, privileges and duties, whether discretionary or otherwise,
herein given to the original trustees and shall be subject to the same
reservations, limitations, terms and conditions.
ARTICLE THREE
BOARD OF DIRECTORS
(S)3.1 Purpose and Administration. The grantor hereby establishes
--------------------------
a Board of Directors whose purpose shall be to select not only the charitable
organizations to whom distributions are made, but also the amount of such
distributions. The decision of the Board of Directors shall be final and not
subject to question or adjustment by any person or entity. The Board of
Directors shall establish their own by-laws to govern the administration of
their activities, subject only to the following conditions:
(a) The Board of Directors shall consist of not less than
two (2) nor more than ten (10) directors.
(b) The initial directors shall be: Thomas E. Fallat,
Opal A. Fallat, Charles E. Weston, John T. Fallat, Stephanie D. Verona and
Anna Maria Fallat.
(c) Thomas E. Fallat shall serve as Chairman of the Board
of Directors for the first five (5) years of the Foundation, or until his
earlier death, resignation or removal. At such time, the Board of Directors
shall annually select from among the then serving directors one director to
serve as Chairman for a term of one (1) year.
(d) The Board of Directors shall appoint a Foundation
Manager. Thomas E. Fallat shall serve as Foundation Manager until the first
annual meeting of the Board
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<PAGE>
of Directors, or until his earlier death, resignation or removal. At
such time, the Board of Directors shall select an individual to serve at its
pleasure as Foundation Manager.
(e) All decisions of the Board of Directors shall be by
majority vote of the directors present at a duly organized meeting of the Board
of Directors. Each director shall have one vote. In the event of a tie vote, the
decision of the Chairman shall control.
(f) The Board of Directors shall meet at least annually.
Every meeting of the Board of Directors shall be held at such place, at such
time and on such day as is reasonably designed to permit all directors to be
able to attend the meeting.
(g) In selecting charitable organizations to receive
distributions from the Foundation, the Board of Directors shall neither adopt
grant-making programs nor make pledges for a period in excess of five (5) years.
(h) Each member of the Board of Directors and the
Foundation Manager shall be entitled to receive reasonable compensation.
(S)3.2 Incorporation. The grantor authorizes and empowers the
-------------
Board of Directors to form and organize a nonprofit corporation limited to the
uses and purposes provided for in this trust agreement, such corporation to be
organized under the laws of any state or under the laws of the United States as
may be determined by the Board of Directors and, when organized, to be limited
exclusively to the accomplishment of charitable purposes. Upon the creation and
organization of such corporation, the Board of Directors shall direct the
trustees to convey, transfer and deliver to such corporation all the property
and assets which the Foundation owns and to which it may be or become entitled,
free and discharged from the provisions of this
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<PAGE>
trust agreement, but restricted, nevertheless, for use for exclusively
charitable purposes. The charter, by-laws and other documents for the
organization and management of such corporation and its affairs and property
shall be such as the Board of Directors shall determine, consistent with the
provisions of this Section.
ARTICLE FOUR
POWERS
(S)4.1 Powers of the Trustees. In the administration of the
----------------------
Foundation herein created, the trustees shall have and may exercise (subject to
any provision of this trust agreement limiting or qualifying in any way any
power, authority or discretion of the trustees), in addition to and not in
limitation of any authority given the trustees by law and without the necessity
of obtaining the consent of any court, the following powers, all of which shall
be exercised by the trustees in a fiduciary capacity and subject to the degree
of judgment and care which a prudent man would exercise with respect to his own
affairs: to invest in, accept and retain any real or personal property,
including stock of a corporate trustee or its holding company, without
restriction to legal investments; to sell, pledge, exchange, mortgage or lease
for any term whatever any real or personal property; to give option for sales,
leases and exchanges; to manage and operate all real property; to release,
partition, vacate or abandon any such property; to make improvements thereto or
thereon; to construct, demolish, alter, repair, rebuild, maintain and insure
buildings and other improvements on any such real property, and to use other
assets of the trust property for any purposes; to compromise claims; to hold
shares of stock or other securities in nominee registration form, including that
of a clearing corporation or depository, or in book entry form or unregistered
or in such other form as will pass by delivery; to vote securities in
-7-
<PAGE>
person or by proxy; to employ attorneys, accountants, investment counselors and
other agents, to act without investigation upon their recommendations and to pay
their compensation out of the trust property; to distribute the trust property
either in cash or in kind, or partly in cash, and to allot different kinds of,
or interests in, property to different shares.
(S)4.2 Specific Limitations or Powers. Notwithstanding any other
------------------------------
provision of this trust agreement, all of which are modified by this Section
4.2, the trustees, the Board of Directors, each director and the Foundation
Manager are prohibited from engaging in any act of self-dealing as defined in
Section 4941(d) of the Internal Revenue Code, from retaining any excess business
holdings as defined in Section 4943(c) of the Internal Revenue Code that would
subject this trust to tax under Section 4943 of the Internal Revenue Code, from
making any investments that would subject this trust to tax under Section 4944
of the Internal Revenue Code, and from making any taxable expenditures as
defined in Section 4945(d) of the Internal Revenue Code, to the extent any
action inconsistent therewith would subject the Foundation, the trustees, the
Board of Directors or any director and/or the Foundation Manager to tax under
one or more of the sections of the Internal Revenue Code cited in this Section.
The Board of Directors shall direct the distribution and the trustees shall
distribute income, and if necessary accumulated income and principal, at such
time and in such manner as not to subject the Foundation to tax under Section
4942 of the Internal Revenue Code.
(S)4.3 General Limitations or Powers. The trustees, the Board of
-----------------------------
Directors, each director and the Foundation Manager shall not have and may not
exercise any power given either expressly, by interpretation or by operation of
law, nor shall they engage, directly or
-8-
<PAGE>
indirectly, in any activity, nor shall the Board of Directors adopt any by-law,
that would prevent the Foundation from qualifying and continuing to qualify as
an organization described in Section 501(c)(3) of the Internal Revenue Code,
contributions to which are deductible for federal income, gift and estate tax
purposes under the United States internal revenue laws.
(S)4.4 Reformation. The trustees are, without the necessity of
-----------
obtaining the authority, consent or approval of any court, authorized at any
time and from time to time to reform the provisions of this trust agreement to
the end and purpose that the Foundation shall at all times qualify and continue
to qualify as an organization described in Section 501(c)(3) of the Internal
Revenue Code. The trustees shall notify the Board of Directors of any such
amendment.
(S)4.5 No Bond Required. No bond shall be required in any
----------------
jurisdiction of the trustees, or of any successor trustees, or if a bond is
required by law, no surety on such bond shall be required.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
(S)5.1 Receipt of Property. After the initial contribution in
-------------------
trust, the trustees may receive and accept property, real or personal, by way of
gift, bequest or devise, from any person, including the grantor and any firm,
trust or corporation, to be held, administered and disposed of in accordance
with and pursuant to the provisions of this trust agreement; provided, however,
the trustees shall have discretion to accept or reject any such property;
provided further, however, no gift, bequest or devise of any such property shall
be received and accepted if it is conditioned or limited in such manner as to
require the disposition of the income or its principal to any person or
organization other than a charitable organization and for other than charitable
-9-
<PAGE>
purposes, or as shall in the opinion of the trustees jeopardize the federal
income tax exemption of the Foundation pursuant to Section 501(c)(3) of the
Internal Revenue Code.
(S)5.2 Irrevocability. The grantor intends that the Foundation created under
--------------
this trust agreement shall be irrevocable and (except as provided in (S)4.4 of
this trust agreement) the grantor hereby renounces any and every right, power or
authority that the grantor otherwise might or could have to revoke, alter or
amend this trust agreement, any of the provisions hereof or the Foundation
created hereunder.
(S)5.3 Governing Law; Situs. This trust agreement has been
--------------------
executed and delivered by the grantor and accepted by the trustees in the
Commonwealth of Pennsylvania and shall be construed in accordance with and
governed by the laws of said Commonwealth. The situs of this trust shall be in
the County of Allegheny, Commonwealth of Pennsylvania.
(S)5.4 Accumulated Income. In the event any income of the
------------------
Foundation is not required to be expended, and is in fact not expended, by the
end of its fiscal year, such income may, but need not, be separately accounted
for in an accumulated income account. To the extent such income is not
separately accounted for in an accumulated income account, such income shall be
added to principal.
(S)5.5 Internal Revenue Code. As used in this trust agreement,
---------------------
the term "Internal Revenue Code" shall mean the Internal Revenue Code of 1986
(and the regulations thereunder), as amended from time to time, or the
corresponding provision of subsequent law.
IN WITNESS WHEREOF, the parties hereto have hereunto executed this
trust agreement as of the day and date first above written.
WITNESS: GRANTOR AND TRUSTEE:
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<PAGE>
- ---------------------------- -------------------------------- (SEAL)
THOMAS E. FALLAT
WITNESS: TRUSTEE:
- ---------------------------- -------------------------------- (SEAL)
CHARLES E. WESTON
-11-
<PAGE>
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF ALLEGHENY )
On this, the 31/st/ day of March, 1997, before me, a Notary Public,
personally appeared THOMAS E. FALLAT, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------------
Notary Public
(SEAL)
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF ALLEGHENY )
On this, the 31/st/ day of March, 1997, before me, a Notary Public,
personally appeared CHARLES E. WESTON, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------------
Notary Public
(SEAL)
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<PAGE>
SCHEDULE A
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Shares of the Common Stock of Cotelligent Group $
- -------
-13-
<PAGE>
EXHIBIT 99.1
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 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
nineteenth day of December, 1996.
/s/ Thomas E. Fallat
--------------------------------
Thomas E. Fallat
/s/ Opal A. Fallat
--------------------------------
Opal A. Fallat
E-1
