SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)*
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: July 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.: 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: 2,000,000
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.: 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. 12 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 July 16, 1998, the Chancery Court ordered Cortech to hold its Annual
Meeting on September 4, 1998, pursuant to a Stipulation entered into by Asset
Value and Cortech. The record date was set for July 10, 1998. The Stipulation
settled the Court action filed by Asset Value to force Cortech to call the 1998
Annual Meeting. A copy of the Stipulated Order is annexed as Exhibit J.
On July 17, 1998, Asset Value sent a letter to Bert Fingerhut demanding
among other things, a complete record list of stockholders of Cortech for use in
connection with the solicitation of proxies at the Annual Meeting ordered by the
Court. A copy of this letter is annexed as Exhibit K.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit J - Stipulated Order dated July 16, 1998.
Exhibit K - Letter dated July 17, 1998 to Bert Fingerhut.
<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: July 17, 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 J
Stipulated Order dated July 16, 1998
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ASSET VALUE FUND, L.P., )
a Delaware limited partnership, )
)
Plaintiff, ) C.A. No. 16497
)
)
)
v. )
)
CORTECH, INC., a Delaware corporation, )
)
Defendant.
STIPULATED ORDER
----------------
Pursuant to Court of Chancery Rule 41(a)(2) the parties to the captioned
action hereby agree and stipulate, subject to the approval of the Court, as
follows:
1. The annual meeting of the Company (the "Annual Meeting") shall be
held beginning 9:00 a.m. local time at the Renaissance Hotel, 3801 Quebec
Street, Denver, Colorado 80207 on September 4, 1998.
2. The record date for the Annual Meeting shall be July 10, 1998.
3. Without affecting the Court's jurisdiction to enforce the terms of
this Stipulated Order, this action is hereby dismissed without prejudice, each
party to bear its own costs.
APPROVED AS TO FORM:
/s/ Gregory V. Varallo
-------------------------------
Gregory V. Varallo
Richards, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 658-6541
Attorneys for Plaintiffs
<PAGE>
/s/ William M. Lafferty
-----------------------------
Martin P. Tully
William M. Lafferty
Morris, Nichols, Arsht, Tunnell
1201 N. Market Street
P.O. Box 1347
Wilmington, Delaware 19899
(302) 658-9200
Attorneys for Defendant
SO ORDERED this 16th day of July, 1998.
----
/s/ William B. Chandler, III
- -------------------------------
Chancellor
-2-
<PAGE>
EXHIBIT K
Letter to Bert Fingerhut
ASSET VALUE FUND LIMITED PARTNERSHIP
376 Main Street
P.O. BOX 74
Bedminster, New Jersey 07921
(908) 234-0300
(908) 234-9355 Fax
July 17, 1998
Via Fax and Federal Express
(303) 650-4640
Mr. Bert Fingerhut,
Chairman
Cortech, Inc.
6850 N. Broadway
Suite G
Denver, Colorado 80221
Re: Demand for Stockholder List
Dear Mr. Fingerhut:
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 July 10, 1998, as well as all transfer sheets showing all
transfers of stock from the date of the List to September 4, 1998 ("Transfer
Sheets").
2. A magnetic computer tape list of the holders of Cortech stock as of the
Record Date, 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. Bert Fingerhut,
Chairman
Cortech, Inc.
July 17, 1998
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 as of the Record Date 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), including, without limitation, the NOBO list recently obtained by Cortech
from ADP.
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 record date, July 10, 1998.
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, Asset Value's opposition to the
classified board structure of the Company and Asset Value's proposed slate of
nominees to the board for election at the upcoming annual meeting of the
Company, which has been ordered to be held by the Delaware Court of Chancery.
Please advise Gregory V. Varallo of Richards Layton & Finger, One Rodney
Square, P.O. Box 551, Wilmington, Delaware 19899, (302) 658-6541, 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. Bert Fingerhut,
Chairman
Cortech, Inc.
July 17, 1998
Page 3
The undersigned hereby designates and authorizes Gregory V. Varallo and any
other director or employee of the firm Richards Layton & Finger P.A. 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 July 1998
By: _________________________
cc: David R. Snyder
Pillsbury Madison & Sutro LLP
101 West Broadway
Suite 1800
San Diego, CA 92101-8219
<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 in
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
17th day of July 1998
- ----
/s/ Kendall L. Becher
- ---------------------------
Notary Public of New Jersey
Kendall L. Becher
Notary Public of New Jersey
My Commission Expires Oct. 12, 1999
