SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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: October 18, 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: 2,588,257
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 2,588,257
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,588,257
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): 13.97%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
Asset Value has contributed to the capital of Cortech, Warrants to purchase
562,576 Cortech Shares. Asset Value took this action to remove any doubt that
its ownership of Cortech securities could trigger Cortech's poison pill. As
Asset Value stated in its letter to Cortech, which is attached to this filing as
Exhibit D, Asset Value did not want the issue of the Warrants to distract
Cortech from the effort to enhance its business prospects and shareholder value.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to add the following:
(a) As of the close of business on October 18, 1997, Asset Value
beneficially owned 2,588,257 Shares representing in total 13.97% of Shares
reported as outstanding in the Company's Form 10-Q for the quarter ended June
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 and
Warrants 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/Warrant 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/Warrants for the past 60 days not
previously reported
Exhibit D - Letter dated October 18, 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: October 20, 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/Warrants for the Past 60 Days Not Previously Reported
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATE WARRANTS PER WARRANT
- -------- ---------------------- ------------------
<S> <C> <C>
Warrants:
- ---------
10/18/97 562,576* none
* Asset Value contributed these Warrants to the capital of Cortech.
</TABLE>
<PAGE>
EXHIBIT D
Letter dated October 18, 1997 to Kenneth R. Lynn
ASSET VALUE FUND LIMITED PARTNERSHIP
376 MAIN STREET
P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
908 766 7220
October 18, 1997
Via Federal Express
Mr. Kenneth R. Lynn
President and Chief Executive Officer
Cortech, Inc.
6850 North Broadway, Suite G
Denver, Colorado 80221
Dear Ken:
As you know, Asset Value Fund Limited Partnership ("Asset Value") has filed
a Form 13D in connection with Asset Value's ownership of 2,588,257 shares of the
common stock (the "Shares") of Cortech, Inc. ("Cortech") and warrants to
purchase 562,576 Cortech Shares at prices far above the current market or any
market price that could be reasonably contemplated in the near future (the
"Warrants"). Cooley Godward LLP ("Cooley"), counsel to Cortech, advised Asset
Value that Cortech could aggregate the Warrants and the Cortech Shares owned by
Asset Value for purposes of determining whether or not Cortech's poison pill was
triggered when Asset Value purportedly acquired in excess of 15% of Cortech
Shares ("Purported Excess Ownership"). Cooley further advised Asset Value that
Cortech assumed the Purported Excess Ownership was inadvertent and that if Asset
Value contributed the Warrants back to Cortech the poison pill would not be
activated.
Though not conceding the point, Asset Value has determined not to contest
the issue of the Purported Excess Ownership. As reported in its 13D filing,
Asset Value believes that Cortech needs to modify its current business and that
Asset Value can assist in this endeavor. To assure that the issue of the
Warrants does not distract Cortech from the effort to enhance its business
prospects and shareholder value, Asset Value has enclosed the Warrants and
hereby contributes the Warrants to the capital of Cortech.
Very truly yours,
/s/ Paul O. Koether
-----------------------------
Paul O. Koether
President
Enclosures
