SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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 6, 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: 3,150,833
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 3,150,833
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 3,150,833
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): 16.51%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
Item 1. SECURITY AND ISSUER
This Schedule 13D (this "Schedule") relates to the purchase by Asset Value
Fund Limited Partnership ("Asset Value") of the common stock, par value $.002
per share ("Shares") and warrants to purchase additional Shares ("Warrants"), of
Cortech, Inc., a Delaware corporation (the "Company" or "Cortech"). Cortech's
principal executive offices are located at 6850 N. Broadway, Suite G, Denver,
Colorado 80221.
Item 2. IDENTITY AND BACKGROUND
(a), (b) and (c). Asset Value is a limited partnership engaged in investing
in securities. The sole general partner of Asset Value is Asset Value
Management, Inc., ("Asset Value Management"). Asset Value Management is a
wholly-owned subsidiary of Kent Financial Services, Inc. ("Kent"), a public
company, the principal business of which is the operation of T. R. Winston &
Company, Inc. ("TRW"), its wholly-owned subsidiary. TRW is a broker-dealer
registered with the National Association of Securities Dealers, Inc. Asset
Value, Asset Value Management, Kent and TRW maintain offices at 376 Main Street,
Bedminster, New Jersey 07921. (See Exhibits A and B for information about the
executive officers and directors of Asset Value Management and Kent,
respectively, including addresses and principal businesses or occupations.)
(d) During the past five years, none of Asset Value, Asset Value
Management, Kent, and any of the persons listed on Exhibits A and B has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
<PAGE>
(e) During the past five years, none of Asset Value, Asset Value
Management, Kent, nor any of the persons listed on Exhibits A and B has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which was 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.
(f) Asset Value is a New Jersey limited partnership, and Asset Value
Management and Kent are Delaware corporations. TRW is a New Jersey corporation.
All individuals listed on Exhibits A and B are citizens of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Through October 14, 1997, Asset Value has acquired 2,924,257 Shares at an
aggregate purchase price of $1,965,702.84 and Warrants to purchase 562,576
Shares at an aggregate purchase price of $11,251.52, including brokerage
commissions where applicable. Asset Value purchased the Shares and Warrants with
its cash reserves. During the same period Asset Value also sold 336,000 Shares
for proceeds of $219,055.17.
Item 4. PURPOSE OF TRANSACTION.
Cortech was organized to exploit the technology developed by certain of its
original principals. The effort to commercialize this technology has been
unsuccessful, resulting in a material loss to the Company and its shareholders.
Asset Value believes that the Shares are undervalued, because Cortech's
continuing losses shroud its future with uncertainty. The Shares were purchased
because Asset Value believes there are alternatives for restoring shareholder
confidence in Cortech's value either by modifying its current business or by
acquiring or merging with another business. Asset Value's executives have had
considerable success in restructuring failed businesses, either by direct
oversight or by influencing the course of management.
Asset Value intends to request representation on Cortech's Board of
Directors. If its request is denied, Asset Value will review its options which
could include, among other things, seeking one or more of its nominees to the
Board at the next annual meeting, although no such decision has been reached.
Except as indicated above, Asset Value has no plans or proposals which
relate to or would result in any of the actions or matters referred to in the
text of Item 4 of Schedule 13D, but retains the right to take all such actions
as it may deem appropriate to maximize its investment in Cortech.
Irrespective of the foregoing, Asset Value may determine to buy additional
Shares or sell Shares as its deems in its own best interests.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on October 14, 1997, Asset Value
beneficially owned 2,588,257 Shares and Warrants to purchase 562,576 Shares,
representing in total 16.51% 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, 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 A - Executive Officers and Directors of Asset Value Management
Exhibit B - Executive Officers and Directors of Kent
Exhibit C - Transactions in Shares/Warrants for the past 60 days
<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 15, 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 A
ASSET VALUE MANAGEMENT (See Item 2 of this Schedule)
Executive Officers and Directors
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS PRESENT POSITION(S) WITH ADDRESS
- ------------------------- ---------------------------------
<S> <C>
Paul O. Koether See Exhibit B for information about
Mr. Koether
John W. Galuchie, Jr. See Exhibit B for information about
Mr. Galuchie
</TABLE>
<PAGE>
EXHIBIT B
KENT (See Item 2 of this Schedule)
Executive Officers and Directors
<TABLE>
<CAPTION>
NAME AND BUSINESS ADDRESS* PRESENT POSITION(S) WITH ADDRESS*
- ------------------------- ---------------------------------
<S> <C>
Paul O. Koether Chairman, President and Director
of Kent
Registered Representative, Chairman
and Director of TRW
President and Director of Asset
Value Management
Chairman, President and Director
Pure World, Inc. ("Pure World")
(Pure World develops, manufactures
and sells natural ingredients
which principally are derived
from plant materials (botanicals)
using its proprietary extraction
technology for the cosmetic, food
and flavor, nutraceutical and
pharmaceutical industries.)
Chairman, President and Director
Sun Equities Corporation ("Sun")
(Sun is a closely-held private
company, the business of which is
to own shares of other
corporations. Sun and parties
affiliated with Sun own
approximately 38 percent of Pure
World's outstanding common stock.)
General Partner
Shamrock Associates
(Investment limited partnership;
owner of approximately 40 percent
of Kent's outstanding common
stock.)
Chairman, President and Director
American Metals Service, Inc.
("AMTS")
(Engaged in redeploying its
assets.)
*Unless otherwise designated, the address of the executive officers,
directors, and companies referred herein, is 376 Main Street, Bedminster, New
Jersey 07921.
<PAGE>
John W. Galuchie, Jr. Vice President and Treasurer of
Kent
Secretary, Treasurer and Director
of Asset Value Management
Registered Representative,
President, Treasurer and Director
of TRW
Vice President and Director of Sun
Executive Vice President, Treasurer
and Secretary of Pure World
Vice President, Treasurer and
Director of AMTS
M. Michael Witte Director of Kent
1120 Granville Avenue
Suite 102 President
Los Angeles, CA 90049 M.M. Witte & Associates, Inc.
("1120 Granville") 1120 Granville
(Oil and gas consulting and
investment management)
Co-Chairman
The American Drilling Company, LLC
1301 Montana Avenue
Suite D
Santa Monica, CA 90402
(Oil and gas exploration and
production)
President and Chief Executive
Officer
South Coast Oil Corporation
800 W. 6th Street
Pacific Financial Center
Suite 1600
Los Angeles, CA 90017
(Oil and gas exploration and
production)
<PAGE>
Casey K. Tjang Director of Kent
350 Fifth Avenue
Empire State Building Chief Financial Officer, Secretary
Room 3922 and Director
New York, NY 10118 Leading Edge Packaging, Inc.
("350 Fifth") 350 Fifth
(Marketing wholesaler and
distribution of consumer product
packagings)
Mathew E. Hoffman, Esq. Director of Kent
425 Park Avenue
New York, NY 10022 Head of Litigation
("425 Park") Todtman, Nachamie, Hendler & Spizz
P.C.
425 Park
(Law firm)
</TABLE>
<PAGE>
EXHIBIT C
Transactions in Shares/Warrants for the Past 60 Days
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATE SHARES/WARRANTS PURCHASED PER SHARE/WARRANT*
- -------- -------------------------- ------------------
<S> <C> <C>
Shares
- --------
08/15/97 5,100 .6875
08/18/97 5,200 .6689
08/19/97 3,200 .65625
08/20/97 9,000 .65625
08/21/97 8,500 .6875
08/27/97 146,800 .6875
09/08/97 22,000 .6875
09/11/97 20,000 .703125
09/15/97 26,000 .703125
09/16/97 7,700 .703125
09/17/97 4,000 .703125
09/24/97 31,425 .703125
09/30/97 89,600 .703125
10/01/97 56,000 .703125
10/02/97 1,475 .703125
10/06/97 25,000 .6875
10/07/97 2,000 .6875
10/07/97 6,500 .71875
10/07/97 336,000 .703125
10/08/97 1,556,757** .65
10/08/97 5,000 .75
10/08/97 20,000 .71875
10/09/97 2,000 .71875
10/09/97 5,000 .765625
10/09/97 18,500 .75
10/10/97 4,500 .78125
10/14/97 1,000 .78125
10/14/97 6,000 .8125
Warrants:
- ---------
10/08/97 562,576** .02
* Exclusive of brokerage commissions.
** Privately negotiated transaction.
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATE SHARES SOLD PER SHARE*
- -------- ---------------- ----------
<S> <C> <C>
08/29/97 3,000 .71875
09/17/97 2,000 .71875
09/30/97 3,000 .71875
10/07/97 325,000 .65
* Exclusive of brokerage commissions.
</TABLE>
