SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)*
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: May 29, 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. 7 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.
In a letter dated May 29, 1998 (the "Asset Value Letter") Asset Value
responded to a letter dated May 28, 1998 from Bert Fingerhut, Chairman of the
Board of Directors and Acting Chief Executive Officer of Cortech (the "Fingerhut
Letter").
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on May 29, 1998, Asset Value owned an
aggregate of 2,000,000 Shares 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%. 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 2,000,000 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 March 31, 1998.
<PAGE>
(b) The information presented in Items 7 through 10 of the cover sheet to this
Schedule 13D is incorporated herein by reference.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit D - The Asset Value Letter.
Exhibit E - The Fingerhut Letter.
<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: May 29, 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 D
Letter to Bert Fingerhut dated May 29, 1998
ASSET VALUE FUND LIMITED PARTNERSHIP
376 Main Street
P. O. Box 74
Bedminster, New Jersey 07921
(908) 234-1881
(908) 234-9355 Fax
May 29, 1998
Mr. Bert Fingerhut
Chairman
Cortech, Inc.
6850 North Broadway
Suite G
Denver, Colorado 80221
Dear Mr. Fingerhut:
I had a deja vu reading your letter, the tone of which is distinctly the
same as the letter sent to me by Kenneth R. Lynn on December 1, 1997. Clearly
this is your lawyer's letter, not yours or the Board's and clearly the letter
evinces your true agenda which is to maintain the status quo. We genuinely
believe that leaving control of Cortech in the hands of individuals tethered to
an unsuccessful past would not be in the interests of the stockholders, and we
do not believe that the addition of two or three new voices would necessarily
add up to new leadership for the company. Instead conflicting opinions among
Board members could leave the Company directionless at a crucial crossroad in
its history.
We are pleased at your support of stockholder democracy, even if belated.
We also concur that Cortech should avoid a costly proxy contest. Therefore, we
offer the following proposal which we believe will satisfy all of the issues set
forth in your letter. Let Cortech stockholders decide all of these matters: 1)
the poison pill; 2) the classified Board; 3) the standards for calling a special
meeting; and 4) the members of the newly constituted Board.
<PAGE>
Mr. Bert Fingerhut
Chairman
May 29, 1998
Page 2
Cortech and Asset Value would submit to stockholders one proxy statement
which would present each of these questions. In addition, Cortech and Asset
Value would each propose a slate of nominees to fill all of the current seats of
the Board if stockholders agree to declassify the Board, or two seats if the
Board remains classified. Each side would be entitled to set forth a position
within a set word limit for each proposal. 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 and to split a vote in the
election of directors. Asset Value would agree to pay a share of the cost of the
proxy material. An independent inspector of election would be jointly appointed
to receive and count proxies.
If this proposal is agreeable, we are prepared to discuss the details.
Sincerely yours,
/s/ Paul O. Koether
-----------------------
Paul O. Koether
President
cc: Dr. Charles Cohen
Dr. Donald Kennedy
Dr. Allen Misher
<PAGE>
EXHIBIT E
Letter to Paul O. Koether dated May 28, 1998
Cortech, Inc.
7000 North Broadway
Denver, Colorado 80221
(303) 650-1200
Fax (303) 650-5023
May 28, 1998
Via Fax (908-234-9355) and FedEx [Cortech logo]
Mr. Paul O. Koether
Asset Value Fund Limited Partnership
376 Main Street
P.O. Box 74
Bedminster, New Jersey 07921
Re: Cortech, Inc.
-------------
Dear Mr. Koether:
As I indicated during our two telephone conversations on Monday and Tuesday of
this week, I am disappointed by your stated position that no purpose would be
served by a meeting amongst yourself, Cortech Board member Charles Cohen and me
unless the Cortech Board of Directors first capitulates on four demands of Asset
Value Fund Limited Partnership (which are outlined below). Your response is
particularly troublesome since (i) I indicated that each of your demands is an
appropriate subject for discussion, and that the Cortech Board is open on how
best to accommodate the legitimate interests of all stockholders, and (ii) your
demands appear to have doubled within a very short period (i.e., as reported to
me, you identified only TWO firm demands in your last conversation with Kenneth
Lynn, formerly Cortech's Chairman and CEO, a little over two weeks ago).
To recount the circumstances of our discussion, last week a representative of
Cortech's special counsel contacted one of your lawyers, indicating that I would
be calling you this week. The announced purpose of my call was to initiate
discussion of a potential slate of nominees for election to the Cortech Board.
As you know, the current Board embraces your call for stockholder democracy and
has a genuine interest in avoiding a costly proxy fight.
<PAGE>
May 28, 1998
Page 2
In our first conversation this week, you identified the following four demands
which must be met before you would agree to a meeting:
(1) Election of three representatives of Asset Value Fund to the
Cortech Board (constituting a majority of the current
five-person Board);
(2) Elimination of the current classification of the Cortech Board
(thus opening all Board positions to election at each Annual
Meeting of Stockholders);
(3) Provision of the right for any ten percent stockholder to call
a special meeting of Cortech's stockholders; and
(4) Elimination of Cortech's stockholder rights plan (which
presently acts to prevent a stockholder, or any group of
stockholders acting together, absent prior approval from and
action by the Cortech Board, from owning more than 15% of
Cortech's stock).
I did not agree to requests (1), (3) or (4) during our conversations, and I do
not so agree now.
However, I did acknowledge a willingness to discuss an overall RECONSTITUTION of
the Cortech Board at the forthcoming Annual Meeting of Stockholders, as well as
a declassification of the Board, and I hereby reaffirm such willingness. A
reconstituted Cortech Board, following the Annual Meeting, COULD THEN EXAMINE
YOUR DEMANDS, as well as the broad range of issues facing Cortech, and embark on
whatever course the new Board felt best served the legitimate interests of all
stockholders.
As I told you, several substantial stockholders I have spoken with do not
endorse your demands. However, I tried to explain to you that all of the
subjects you have raised are open for discussion. I also made it clear that the
present Cortech Board has neither a desire to perpetuate unduly its influence
over Cortech's destiny nor a willingness to expend needlessly substantial sums
in a counter-productive proxy fight. Nonetheless, you were unmoved in your
insistence that no meeting would occur without an immediate and unconditional
capitulation with respect to your demands.
After our first conversation on Monday, I called you back on Tuesday in a
further attempt to engage you in a meeting with Charles Cohen and me (I'm not
used to groveling, but on behalf of Cortech's best interest I believe I did).
You again refused to meet, absent prior capitulation on your four demands. This
is unfortunate since I believe we might have accomplished a great deal.
<PAGE>
May 28, 1998
Page 3
Since you have refused to meet with representatives of the Cortech Board, let me
tell you, in writing, some of what Charles and I would have reviewed with you at
a meeting:
--- First, as I've indicated above, we could agree that (i) all
Cortech directorships be opened for election this year and
(ii) the Cortech Board could reasonably be declassified by
amendment of the Cortech Certificate of Incorporation;1 and
--- Second, the Cortech Board could agree on a slate of nominees
for the reconstituted Cortech Board which would be filled by
individuals representing significant stockholder
constituencies.
I think the foregoing positions epitomize the "stockholder democracy" you have
espoused.
Again, aside from these positions, I strongly think the balance of your demands
are better left for resolution by a reconstituted Cortech Board.2 Having tried
to engage you in a dialogue over what appeared to be our mutual desire to
provide significant stockholder constituencies, such as Asset Value Fund, with
appropriate representation on a reconstituted Cortech Board, we are prepared to
let your devout interest in stockholder democracy, like ours, determine the
course of future events.
Very truly yours,
/s/ Bert Fingerhut
- -------------------------
Bert Fingerhut, Chairman
cc: Charles Cohen, Ph.D., Cortech Board Member
Donald Kennedy, Ph.D., Cortech Board Member
Allen Misher, Ph.D., Cortech Board Member
David Snyder, Pillsbury, Madison & Sutro LLP
- ----------------------------------------------------
1 As you know, amendment of the Cortech Certificate of Incorporation
requires action by the Cortech Board of Directors and the Cortech
stockholders.
2 While the Cortech Board believes that the stockholder rights plan and
limitations on the category of parties able to call a stockholder
meeting can have served the interests of stockholders broadly (as
opposed to the interests of only a few stockholders), the Cortech Board
can understand how a reconstituted Board, under certain circumstances,
could see its way to eliminating the stockholder rights plan and/or
expanding the category of parties able to call a stockholder meeting.
