SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)*
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 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. 13 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 September 16, 1998, the Inspectors of Election for the Cortech Annual
Meeting held on September 4, 1998 certified that all of Asset Value's nominees
had been elected to the Board of Directors of Cortech. The Asset Value nominees
now constitute a majority of the Cortech Board.
Asset Value's nominees intend to propose that the Cortech Board redeem the
poison pill. If this proposal is approved, then Asset Value intends to acquire
additional Shares in the market depending on price and other market factors.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit L - Cortech, Inc.
Annual Meeting of Shareholders Held September 4, 1998
Final Report of The Inspectors of Election
<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 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 L
Cortech, Inc.
Annual Meeting of Shareholders Held September 4, 1998
Final Report of The Inspectors of Election
We, the undersigned, employees of CT Corporation System, duly appointed to serve
as Inspectors of Election ("Inspectors") at the September 4, 1998 Annual Meeting
of Shareholders (the "Meeting") of Cortech, Inc. (the "Company"), do certify
that:
1) Before entering upon the discharge of our duties as Inspectors of the
Meeting, we took and signed an oath of office.
2) The Meeting was convened at The Renaissance Hotel, 3801 Quebec Street,
Denver, Colorado at 9:00 a.m. local time.
3) At the close of business on July 10, 1998, the record date for determination
of shareholders entitled to vote at the Meeting, there were outstanding and
entitled to vote 18,523,918 shares of the Company's Common Stock, each share is
entitled to one vote per share.
4) At the Meeting we received ballots and proxies from shareholders and
canvassed the votes cast.
5) At the Meeting, holders of 14,855,135 shares of the Company's Common stock
were represented in person or by proxy, constituting a quorum.
6) At the Meeting, the votes cast for the persons nominated for Director were as
follows:
<TABLE>
<CAPTION>
In Favor Withheld
------------ ------------
<S> <C> <C>
Lawrence M. Gold 7,025,146 702,025
Joachim von Roy 7,028,894 698,277
John P. Papp 7,008,894 718,277
John C. Cheronis 7,028,471 698,700
Paul O. Koether 7,086,990 40,174
Mark W. Jaindl 7,086,990 40,174
James L. Bicksler 7,085,990 41,174
John W. Galuchie, Jr. 7,086,990 40,174
</TABLE>
<PAGE>
Cortech, Inc.
Final Report of the Inspectors of Election
Page 2
7) At the meeting, the votes cast for against and abstaining from voting with
regards to the proposal to approve an amendment to the Company's Certificate of
Incorporation that provides for a one-for-ten reverse stock split were as
follows:
<TABLE>
FOR AGAINST ABSTAIN
- --- ------- -------
<S> <C> <C>
14,172,905 608,610 72,820
</TABLE>
8) At the meeting, the votes cast for against and abstaining from voting with
regards to the proposal to amend Article IX, Section 1 of the Company's
Certificate of Incorporation to provide that the number of directors shall be
set by the Board of Directors were as follows:
<TABLE>
FOR AGAINST ABSTAIN
- --- ------- -------
<S> <C> <C>
7,047,681 7,755,714 50,940
</TABLE>
9) At the meeting, the votes cast for against and abstaining from voting with
regards to the proposal to ratify the selection of Arthur Andersen LLP as
independent auditors of the Company for its fiscal year ending December 31, 1998
were as follows:
<TABLE>
FOR AGAINST ABSTAIN
- --- ------- -------
<S> <C> <C>
14,630,719 176,666 46,950
</TABLE>
10) At the meeting, the votes cast for against and abstaining from voting with
regards to the proposal to amend Article 3, Section 3.1 of the Company's Bylaws
to set the number of directors to serve on the Board of Directors at seven were
as follows:
<TABLE>
FOR AGAINST ABSTAIN
- --- ------- -------
<S> <C> <C>
9,008,512 5,823,981 21,842
</TABLE>
<PAGE>
Cortech, Inc.
Final Report of the Inspectors of Election
Page 3
IN WITNESS WHEREOF, we have made this Final Report and have hereunto set our
hands this 16th day of September, 1998.
CT Corporation System
/s/ Michael J. Barbera
- -------------------------------
Michael J. Barbera
/s/ William A. Marsh
- -------------------------------
William A. Marsh
