SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
NAME OF ISSUER: Cortech, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 22051J100000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Natalie I. Koether, Esq., Rosenman & Colin
211 Pennbrook Road, P. O. Box 97
Far Hills, New Jersey 07931 (908) 766-4101
DATE OF EVENT WHICH REQUIRES FILING: November 25, 1997
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: ________
Check the following if a fee is being paid with the 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 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).
(Continued on following pages)
<PAGE>
CUSIP NO.: 300902103000
1. NAME OF REPORTING PERSON: Asset Value Fund Limited Partnership
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) XX
3. [SEC USE ONLY]
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): YES NO XX
6. CITIZENSHIP OR PLACE OF ORGANIZATION: New Jersey
7. SOLE VOTING POWER: 2,770,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 2,770,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,770,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: YES NO XX
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 14.95%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Item 1. SECURITY AND ISSUER
This Amendment No. 2 relates to the Schedule 13D filed on October 15, 1997
in connection with the ownership by Asset Value Fund Limited Partnership ("Asset
Value") of shares of common stock, par value $.002 per share ("Shares") of
Cortech, Inc., a Delaware corporation (the "Company" or "Cortech"). The
capitalized terms used in this Amendment, unless otherwise defined, shall have
the same meaning as in the original Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since the date of the last filing, Asset Value has acquired an additional
181,743 Shares at an aggregate purchase price of $120,822.00 including any
brokerage commissions. Asset Value purchased the Shares with its cash reserves.
Item 4. PURPOSE OF TRANSACTION.
On November 25, 1997, Asset Value sent a letter to Kenneth R. Lynn
requesting, among other things, a complete record or list of stockholders of
Cortech. A copy of this letter is annexed as Exhibit D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on November 26, 1997, Asset Value
beneficially owned 2,770,000 Shares representing 14.95% of the aggregate Shares
reported as outstanding in the Company's Form 10-Q for the quarter ended
September 30, 1997.
<PAGE>
(b) The information presented in Items 7 through 10 of the cover sheet to
this Schedule 13D is incorporated herein by reference.
(c) Exhibit C annexed hereto sets forth all transactions in Shares effected
by Asset Value in the sixty days preceding the date of this Statement and not
previously reported, the dates of such transactions, and the per Share purchase
or sales price. The transactions reported herein, unless otherwise indicated,
were open market transactions effected in the over-the-counter market.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit C - Transactions in Shares for the past 60 days not previously
reported
Exhibit D - Letter dated November 25, 1997 to Kenneth R. Lynn
<PAGE>
SIGNATURE
---------
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
correct.
Dated: November 26, 1997
ASSET VALUE FUND LIMITED PARTNERSHIP
By: Asset Value Management, Inc.
General Partner
By: /s/ John W. Galuchie, Jr.
--------------------------------
John W. Galuchie, Jr.
Treasurer and Secretary
<PAGE>
EXHIBIT C
Transactions in Shares for the Past 60 Days Not Previously Reported
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE
- -------- -------------------------- ------------------
<S> <C> <C>
10/28/97 15,000 .6875
10/30/97 13,000 .6875
10/30/97 12,000 .65625
11/03/97 3,700 .6875
11/04/97 4,900 .65625
11/05/97 12,000 .6875
11/05/97 2,500 .65625
11/07/97 11,300 .65625
11/10/97 58,343 .65625
11/11/97 10,500 .65625
11/14/97 4,000 .65625
11/14/97 8,500 .6875
11/17/97 9,700 .65625
11/18/97 11,300 .65625
11/24/97 5,000 .640625
</TABLE>
<PAGE>
EXHIBIT D
Letter dated November 25, 1997 to Kenneth R. Lynn
ASSET VALUE FUND LIMITED PARTNERSHIP
376 Main Street
P. O. Box 74
Bedminster, New Jersey 07921
(908) 234-0300
(908) 234 9355 Fax
November 25, 1997
Via Fax and Federal Express
Mr. Kenneth R. Lynn,
President and Chief Executive Officer
Cortech, Inc.
6850 North Broadway
Suite G
Denver, Colorado 80221
Re: Demand for Stockholder List
---------------------------
Dear Mr. Lynn:
Pursuant to Section 220 of the Delaware General Corporation Law, Asset
Value Fund Limited Partnership, 376 Main Street, Bedminster, New Jersey 07921
("Stockholder"), as a holder of record of common stock of Cortech, Inc.
("Cortech"), hereby demands the right, during the usual hours of business to
inspect the following records and documents of Cortech and to make copies or
extracts therefrom:
1. A complete record or list of stockholders of Cortech (the
"List"), certified by its transfer agent, showing the name and address of each
stockholder and the number of shares of stock registered in the name of each
stockholder as of the most recent date available at the time of inspection, as
well as all transfer sheets showing all transfers of stock subsequent to the
date of the List ("Transfer Sheets").
2. A magnetic computer tape list of the holders of Cortech
stock as of the most recent date available at the time of inspection, showing
the name, address and number of shares held by each stockholder, such computer
processing data as is necessary to make use of such magnetic tape, a printout of
such magnetic computer tape for verification purposes and applicable Transfer
Sheets as they become available.
<PAGE>
Mr. Kenneth R. Lynn,
President and Chief Executive Officer
Cortech, Inc.
November 25, 1997
Page 2
3. All information in Cortech's possession or control or which
can reasonably be obtained from nominees of any central certificate depository
system up to the date of inspection hereunder concerning the number and identity
of the actual beneficial owners of Cortech stock, including a breakdown of any
holdings in the name of Cede & Co., all bank nominees, all broker nominees,
clearing institutions and other similar nominees or institutions, and a list or
lists containing the name, address and number of shares attributable to any
participant in any Cortech employee stock ownership or comparable plan in which
the voting of such stock is controlled, directly or indirectly, individually or
collectively, by the participants in the plan.
4. All lists and other data in the possession or control of
Cortech or reasonably obtainable or available pursuant to the Securities and
Exchange Commission Rule 14b-1(c) of the names, addresses and number of shares
of Cortech stock held by beneficial owners (the "non-objecting beneficial
owners" or "NOBO" list).
5. A "stop transfer" list relating to the shares of Cortech's
stock and all additions, changes or corrections made thereto up to the date of
inspection hereunder.
6. A list of all holders of shares of Cortech's stock arranged
in descending order as of the most recent date available at the time of
inspection.
Stockholder will bear the reasonable costs incurred by Cortech in
connection with the production of the requested information.
The purpose of this demand is to permit the undersigned to communicate with
other stockholders of Cortech on matters relating to their interests as
stockholders, including, among other things, the granting and repricing of stock
options for directors and the management which the undersigned intends to bring
before the stockholders of the Company at its next annual meeting in the form of
proposals.
Please advise Gregory V. Varallo of Richards Layton & Finger, One Rodney
Square, P. O. Box 551, Wilmington, Delaware 10899, (302) 658-6541 or Stephen C.
Peters of Reinhart, Boerner, Van Deuren, Norris & Rieselbach, P.C., One Norwest
Center, 1700 Lincoln Street, Suite 3725, Denver, Colorado 80203-4537, (303)
831-0909, where and when the requested information will be available to the
designated agents of the undersigned. If within five business days after the
date hereof Cortech has not responded to this demand in a manner satisfactory to
the undersigned and its agents, the undersigned or its agents will conclude that
this demand has been refused and other proper steps will be taken to exercise
the right to conduct the requested inspection.
<PAGE>
Mr. Kenneth R. Lynn,
President and Chief Executive Officer
Cortech, Inc.
November 25, 1997
Page 3
The undersigned hereby designates and authorizes Stephen C. Peters of the
firm of Reinhart, Boerner, Van Deuren, Norris & Rieselbach and his partners and
employees and any other persons to be designated by him, acting together, singly
or in combination, to conduct the inspection and copying herein demanded.
Please acknowledge receipt of this letter by signing the enclosed copy of
this letter in the place indicated below and returning it to the undersigned.
Very truly yours,
ASSET VALUE FUND LIMITED PARTNERSHIP
By: Asset Value Management, Inc.
General Partner
By:/s/ John W. Galuchie, Jr.
-------------------------------------
John W. Galuchie, Jr.
Treasurer and Secretary
Receipt is hereby acknowledged
this ______ day of November 1997
By: _________________________
<PAGE>
STATE OF NEW JERSEY )
) ss.:
COUNTY OF SOMERSET )
JOHN W. GALUCHIE, JR. , being duly sworn, deposes and says:
I am the Treasurer and Secretary of Asset Value Management, Inc., the
General Partner of Asset Value Fund Limited Partnership and am duly authorized
to make the foregoing demand for the stockholder list and other material set
forth above. I hereby state under oath that the information set forth in the
demand is true to the best of my knowledge and that the purpose set forth for
demanding the stockholder list and other material is true and reasonably related
to the interest of Asset Value Fund Limited Partnership as a shareholder of
Cortech, Inc.
/s/ John W. Galuchie, Jr.
- ----------------------------------------
John W. Galuchie, Jr.
Sworn to before me this
25th day of November 1997
/s/ Mary E. Burke
- ---------------------------
Mary E. Burke
Notary Public of New Jersey
MARY E. BURKE
NOTARY PUBLIC OF NEW JERSEY
My Commission Exp. May 17, 2001
