SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
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: February 10, 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. 5 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 2. IDENTITY AND BACKGROUND
(a) (b) and (c) On February 10, 1998, Mark W. Jaindl ("Mark Jaindl") and
Frederick J. Jaindl ("Fred Jaindl") acquired respectively 250,000 Shares and
520,000 Shares from Asset Value in a privately negotiated transaction. Mark
Jaindl is the son of Fred Jaindl and a director of a company which might be
deemed to be under the common control of Asset Value by virtue of common stock
ownership. Mark and Fred Jaindl disclaim beneficial ownership of each other's
Shares and of Shares owned by Asset Value. Asset Value disclaims beneficial
ownership of Shares owned by Mark and Fred Jaindl.
Mark Jaindl is the President and Chief Executive Officer of the American
Bank of the Lehigh Valley, a commercial bank whose principal business address is
4029 West Tilghman Street, Allentown, PA 18104 ("American Bank").
Fred Jaindl is the sole proprietor of Jaindl Farms (turkey farming), whose
principal business address is 3150 Coffeetown Road, Orefield, PA 18069. Fred
Jaindl is Chairman of American Bank.
Mark and Fred Jaindl are the principal stockholders of American Bank.
(d) During the past five years neither Mark nor Fred Jaindl has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years neither Mark nor Fred Jaindl 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) Messrs. Mark and Fred Jaindl are both U.S. citizens.
<PAGE>
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Shares acquired by Messrs. Mark and
Fred Jaindl was $167,625 and $348,660, respectively, or $.6705 per Share. Each
of the Jaindls used personal funds in the acquisition.
Item 4. PURPOSE OF TRANSACTION.
The Jaindls have purchased the Shares for investment purposes. Although
their current intention is to support Asset Value in its previously disclosed
objectives with respect to Cortech, including, but not limited to, opposing
Cortech's proposed merger with Biostar, Inc., the Jaindls and Asset Value have
not entered into any formal agreement. As previously disclosed, Asset Value's
request for representation on the Cortech Board was not acted upon.
Except as disclosed herein or in previous filings, neither Asset Value nor
Mark nor Fred Jaindl have any present plans or intentions which would result in
or relate to any of the transactions described in sub paragraphs (a) - (j),
inclusive, of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on February 10, 1998, Asset Value owned an
aggregate of 2,000,000 or approximately 10.80%, 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%.
(b) Asset Value, Mark Jaindl and Fred Jaindl have the sole power to vote
and dispose of 2,000,000 Shares (or approximately 10.80%), 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 September 30, 1997.
(c) Exhibit C annexed hereto sets forth all transactions in Shares effected
in the sixty days preceding the date of this Statement and not previously
reported by the parties identified in Item 2 hereof, the dates of such
transactions, and the per Share purchase or sales price. Such transactions were
privately negotiated.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except as described above, there are no contracts, arrangements,
understandings, or relationships (legal or otherwise) among the persons named
in Item 2 or between any of such persons and any other persons with respect to
any securities of the Company.
<PAGE>
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit C - Transactions in Shares effected in the past 60 days and not
previously reported.
<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: February 10, 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 C
Transactions in Shares for the Past 60 Days Not Previously Reported
<TABLE>
<CAPTION>
Shares sold by Asset Value:
Number of Shares Price per
Date Sold Share*
- --------- ----------------- -----------
<S> <C> <C>
02/10/98 770,000** $.6705
</TABLE>
<TABLE>
<CAPTION>
Shares purchased by Mark Jaindl:
Number of Shares Price per
Date Purchased Share*
- --------- ----------------- -----------
<S> <C> <C>
02/10/98 250,000** $.6705
</TABLE>
<TABLE>
Shares purchased by Fred Jaindl:
Number of Shares Price per
Date Purchased Share*
- --------- ----------------- -----------
<S> <C> <C>
02/10/98 520,000** $.6705
</TABLE>
* Exclusive of brokerage commissions, if any.
** Privately negotiated transaction.
