SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)*
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 LLP
211 Pennbrook Road, P. O. Box 97
Far Hills, New Jersey 07931 (908) 766-4101
DATE OF EVENT WHICH REQUIRES FILING: September 21, 1998
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.: 22051J100000
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: 2,275,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 2,275,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,275,000
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): 12.28%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO.: 22051J100000
1. NAME OF REPORTING PERSON: Mark W. Jaindl
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) XX
3. [SEC USE ONLY]
4. SOURCE OF FUNDS: PF
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: U.S.A.
7. SOLE VOTING POWER: 250,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 250,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 250,000
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): 1.35%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO.: 22051J100000
1. NAME OF REPORTING PERSON: Frederick J. Jaindl
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) (b) XX
3. [SEC USE ONLY]
4. SOURCE OF FUNDS: PF
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: U.S.A.
7. SOLE VOTING POWER: 520,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 520,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 520,000
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): 2.80%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
Item 1. SECURITY AND ISSUER
This Amendment No. 14 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 275,000 Shares
at an aggregate purchase price of $164,425.00, including any brokerage
commissions. Asset Value purchased the shares with its cash reserves.
Item 4. PURPOSE OF TRANSACTION.
Effective September 21, 1998 Cortech removed the Poison Pill. See attached
press release filed herewith as Exhibit M.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on September 21, 1998, Asset Value owned an
aggregate of 2,275,000 Shares or approximately 12.28%, Mark Jaindl owned an
aggregate of 250,000 Shares or approximately 1.35% and Fred Jaindl owned an
aggregate of 520,000 Shares or approximately 2.80%. Asset Value, Mark Jaindl and
Fred Jaindl disclaim the beneficial ownership of each other's shares.
(b) Asset Value, Mark Jaindl and Fred Jaindl have the sole power to vote
and dispose of 2,275,000 Shares (or approximately 12.28%), 250,000 Shares (or
approximately 1.35%) and 520,000 Shares (or approximately 2.80%), respectively.
Percentage ownership is based upon the total Shares reported as outstanding
in the Company's Form 10-Q for the quarter ended June 30, 1998.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit C - Transactions in Shares for the past 60 days not previously
reported
Exhibit M - Press Release filed September 21, 1998
<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: September 22, 1998
ASSET VALUE FUND LIMITED PARTNERSHIP
By: Asset Value Management, Inc.
General Partner
By: /s/ Paul O. Koether
--------------------------------
Paul O. Koether
President
/s/ Mark W. Jaindl
--------------------------------
Mark W. Jaindl
/s/ Frederick J. Jaindl
--------------------------------
Frederick J. Jaindl
<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>
09/21/98 2,500 $.53
09/21/98 5,000 .55
09/21/98 2,500 .56
09/21/98 2,500 .58
09/21/98 262,500 .60
</TABLE>
<PAGE>
EXHIBIT M
PRESS RELEASE FILED SEPTEMBER 21, 1998
September 21, 1998 Direct Inquiries To:
Paul O. Koether
Chairman
(908) 766-7220
PRESS RELEASE
CORTECH ANNOUNCES ELECTION OF NEW OFFICERS; IMPLEMENTATION OF
REVERSE STOCK SPLIT AND ELIMINATION OF SHAREHOLDER RIGHTS PLAN
DENVER, Colorado--September 20, 1998--Cortech, Inc. (OTCBB: CRTQ), a
Denver-based biopharmaceutical company, today announced that Paul O. Koether and
John W. Galuchie, Jr. were elected chairman and president respectively at the
company's annual organization meeting of the board of directors. Messrs. Koether
and Galuchie are executives of Asset Value Fund Limited Partnership which
recently won a contested election for majority of Cortech's board. New director,
Mark W. Jaindl was elected vice chairman. Asset Value and the Jaindl family own
approximately 15% of the outstanding shares of Cortech's common stock. Asset
Value is an indirect subsidiary of Kent Financial Services, Inc., a public
company listed on NASDAQ under the symbol KENT. The Jaindls are the principal
stockholders of the American Bank of the Lehigh Valley (Pennsylvania) and other
diversified enterprises.
The Company also announced that it would implement the 1 for 10 reverse
stock split approved by stockholders at the recent annual meeting effective as
of the close of business on September 22, 1998. Fractional shares will be
settled in cash. To indicate the reverse stock split, the Company's trading
symbol will be temporarily changed to "CRTQD." Prior to the reverse stock split
Cortech has 18,523,918 shares outstanding.
Cortech also said that its Board of Directors had eliminated the Company's
Shareholder Rights Plan effective immediately and that the Company would redeem
all rights issued under the plan. The redemption will result in a one-time
payment of $.01 per share ($.10 per share on a split adjusted basis) to the
Company's stockholders.
Cortech's research efforts have focused on bradykinin antagonists and
protease inhibitors which Cortech believes may have potential therapeutic
applications across a broad range of medical conditions. Cortech's strategy is
to seek collaborative partners to conduct and fund future research and
development of its portfolio or to sell the rights to certain of the compounds
in the portfolio to third parties interested in funding future research and
development, while at the same time conserving the Company's cash. Cortech is
discussing transactions with various potential partners which could result in
substantial up-front payments to the Company, significant ongoing royalties or
both, although there is no assurance that any agreement will be concluded. Asset
Value and the Jaindl family in a joint filing with the Securities and Exchange
Commission on September 17, 1998 stated that they intended to acquire additional
shares of Cortech common stock depending on market conditions.
This press release contains forward-looking statements that involve risks
and uncertainties and actual results may differ materially. These statements
concern, among other things, the future prospects of the various compounds based
upon Cortech's research and development efforts and the ability to obtain
funding for the future development of the compounds. These risk factors, which
include the risks inherent in drug discovery and development, are identified in
Cortech's annual and quarterly reports to the Securities and Exchange Commission
filed on Forms 10-K and 10-Q.
