SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)*
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: June 16, 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.: 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: 2,000,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 2,000,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 2,000,000
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): 10.80%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO.: 300902103000
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.: 300902103000
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. 9 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 4. PURPOSE OF TRANSACTION.
On June 16, 1998 the letter attached hereto as Exhibit G was faxed and sent
via overnight mail.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit G - Letter to Edward S. Finkelstein, dated June 16, 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: June 16, 1998
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
/s/ Mark W. Jaindl
--------------------------------
Mark W. Jaindl
/s/ Frederick J. Jaindl
--------------------------------
Frederick J. Jaindl
<PAGE>
EXHIBIT F
Letter to Edward S. Finkelstein dated June 16, 1998
ASSET VALUE FUND LIMITED PARTNERSHIP
376 Main Street
P. O. Box 74
Bedminster, New Jersey 07921
(908) 234-1881
(908) 234 9355 Fax
June 16, 1998
via Fax and Federal Express
Mr. Edward S. Finkelstein
17842 Argyll Terrace
Boca Raton, Florida 33496-1415
Dear Ed:
I have had time to consider the substance of our telephone conversation of
yesterday. As you said we have much in common, most particularly the desire to
have the market value of Cortech stock go up.
As you may know, we support 1) eliminating the poison pill; 2) electing all
directors annually; and 3) permitting stockholders who own 10% or more of
Cortech stock to call special meetings. We do not know where your group stands
on these matters but opposition would not necessarily impede cooperation between
us so long as your group is willing to submit these propositions for
consideration by all stockholders at the Annual Meeting. Assuming we can get by
these matters, the remaining disagreement between us is the composition of the
slate of Directors.
Your recommendation, as we understood it, was that you and we agree to a
fusion slate consisting of two "Finkelstein" nominees and two Asset Value
nominees, making a Board of four equal peers. However, we believe that there
must be some mechanics for breaking a tie, otherwise, as we wrote to Bert
Fingerhut, "conflicting opinions among Board members could leave the Company
directionless at a crucial crossroad in its history". We believe that the Board
should consist of five members, not four and not surprisingly, we think that
Asset Value should control the majority. You made it clear that if anyone was
going to "take over", it was going to be you. However, even this disagreement
need not impede a fusion slate if you, like we, are willing to submit the
question of control to a vote of stockholders.
We propose that Cortech submit to stockholders one proxy statement, which
would present each of the governance issues. Both
<PAGE>
Mr. Edward S. Finkelstein
June 16, 1998
Page 2
the Finkelsteins and Asset Value would agree to support the declassification of
the Board and to set the number of vacancies at five. Management would present a
fusion slate consisting of two Finkelstein nominees and two Asset Value
nominees. Each side would also propose a third nominee for the fifth vacancy.
Each side would be permitted to enter a dissent to any proposal, including the
election of each side's third nominee.
Entering a dissent would permit the other side equal opportunity to support
a measure. Each position statement would have a word limit. Although no side
would be able to censor the words of the other side, we would have a common
understanding not to make personal attacks. Each side would be responsible for
negotiating text with the Securities and Exchange Commission. One ballot would
be submitted, giving each stockholder the ability to vote on every issue,
including the election of directors. Asset Value and the Finkelstein Group would
split the cost of the proxy material. An independent inspector of elections
would be jointly appointed to receive and count proxies.
We told you that your stated ownership of approximately 600,000 shares of
Cortech stock compared to the 2,770,000 Cortech shares owned by Asset Value,
makes Asset Value the logical leader of Cortech's future. You responded that we
ought not take your previously stated ownership at face value and we won't. As
we wrote to Bert Fingerhut, whatever our differences, we all apparently agree
that Cortech can ill afford a costly proxy contest and it should be avoided if
possible. To this end we have made this proposal and if it is agreeable to you
and to the incumbent Cortech Board, we should set about discussing the details
immediately. Unlike any other stockholder, Asset Value has expended substantial
sums of its money in pursuit of stockholder interests. Therefore, we would
request a response as soon as possible.
Sincerely yours,
Paul O. Koether
President
cc: Bert Fingerhut
Mort Finkelstein
Mark Lampert
Dr. Charles Cohen
Dr. Donald Kennedy
Dr. Allen Misher
