SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cortech, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Asset Value Fund Limited Partnership
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|X| No fee required
1) Title of each class of securities to which transaction applies:
Common Stock
-----------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
-----------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------------
|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
1) Amount previously paid:
-------------------------------------------------
2) Form, Schedule or Registration No.
---------------------------------------
3) Filing party:
------------------------------------------------------------
4) Date filed:
------------------------------------------------------------
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
(032796DTI)
<PAGE>
REVISED PRELIMINARY OPPOSITION PROXY STATEMENT
April __, 1998
SPECIAL MEETING OF STOCKHOLDERS
OF CORTECH, INC. ("Cortech" or "the Company")
ASSET VALUE FUND LIMITED PARTNERSHIP ("Asset Value1")
(a Delaware limited partnership)
This Proxy Statement and the enclosed white proxy card are being sent by
Asset Value on or about April *, 1998 in connection with its solicitation of
proxies at the Special Meeting being held by Cortech at ****Denver time, May __,
1998 at ***************** (the "Meeting"). At the Meeting, Cortech proposes (1)
to merge with BioStar, Inc. ("BioStar"), a company located in Boulder, Colorado,
which is losing money and has an accumulated deficit of more than ($25,000,000)
(the "Merger") and (2) to amend the Certificate of Incorporation to reverse
split the stock (the "Reverse Stock Split") and to change the name of Cortech to
BioStar Holdings, Inc. (the "Certificate Amendment"). Under management's
proposals, if the Merger is not approved, the Reverse Stock Split will not
proceed, even if the Certificate Amendment is approved by stockholders.
Management has stated that without the Reverse Stock Split, Cortech common
stock will probably be delisted from NASDAQ. Asset Value, Cortech's largest
stockholder, opposes the Merger but is in favor of the Reverse Stock Split if it
will retain the NASDAQ listing. But under management's proposals, the Reverse
Stock Split is dependent upon approval of the Merger. Stockholders, like Asset
Value, who wish to vote against the Merger but who favor the NASDAQ listing are
denied an opportunity to support the Reverse Stock Split. Under the law, only
the Board of Directors can propose an amendment to the Certificate of
Incorporation. Therefore Asset Value is precluded by law from offering a
proposal that would bind management to effect a Reverse Stock Split. To provide
stockholders who oppose the Merger with an opportunity to show management their
support of a Reverse Stock Split, Asset Value is submitting its proposal to
stockholders to vote in favor of the Reverse Stock Split, even though its
approval is precatory, which means it is not binding on the Cortech Board. Asset
Value believes, although it cannot assure, that if the Reverse Stock Split is
approved by the requisite vote, the Board will implement the proposal. (See
Required Vote).
In reliance upon Rule 14a-5(c) of the Securities and Exchange Act of 1934
2, reference is made to the proxy statement dated April *, 1998 which is being
sent to you by the Company for a full description of management's proposals, as
well as information with respect to the number of shares eligible to vote at the
Meeting, the quorum, the record date, the securities ownership of the Company,
- --------
1 Asset Value is a Delaware limited partnership which is wholly-owned by
Kent Financial Services, Inc., a Delaware corporation ("Kent") the shares of
which are publicly traded on NASDAQ under the symbol KENT. Asset Value was
organized in September, 1990 for the purpose of investing in securities,
principally marketable securities. Additional information about Asset Value and
its management and about Kent and the names of its officers, directors and
controlling stockholders and their ownership interests is presented on Schedule
1 of this Proxy Statement.
2 Rule 14a-5(c) provides that "any information contained in any other
proxy soliciting material which has been furnished to each person solicited in
connection with the same meeting or subject matter may be omitted from the proxy
statement, if a clear reference is made to the particular document containing
such information."
<PAGE>
information about the Company's officers and directors, including compensation
and the same information about BioStar and its officers and directors.
PLEASE READ THE FOLLOWING MATERIAL AS WELL AS
MANAGEMENT'S PROXY STATEMENT WITH CARE.
PROPOSAL 1
OPPOSITION TO THE MERGER
In this Proxy Statement we propose that Cortech's Merger with BioStar be
rejected because we believe that the terms of the Merger do not maximize
Cortech's value and in fact the terms are unfair to Cortech's public
stockholders.3
A majority of Cortech Shares voting at the Meeting is required to reject
the Merger (See Required Vote and Manner of Voting). In the event the merger is
defeated, BioStar would not be obligated to consummate its offer and all of the
conditions thereto would not have been fulfilled. Asset Value is also submitting
a proposal to amend the Certificate of Incorporation to effect the Reverse Stock
Split. Under the law, only management can make a binding proposal to amend the
Certificate of Incorporation. Even if Asset Value's proposal is approved by a
majority of outstanding Cortech Shares it will not be binding on the Board.
Nonetheless, the Board has already stated that the Reverse Stock Split is
necessary to retain the NASDAQ listing and itself will propose the Reverse Stock
Split at the Annual Meeting if the Merger is not approved. Asset Value believes
that if a majority of outstanding Cortech Shares are voted for the Reverse Stock
Split, management will ratify the proposal and proceed to effectuate it,
although there can be no assurance of that.
Mirror, Mirror on the Wall, Who's the Fairest of Them All?
Kenneth Lynn, CEO of Cortech, and the Board would have us believe that once
they determined in April 1997 that Cortech could not succeed as a stand-alone
entity, they scoured the land for a merger partner and the only prospective
suitor was BioStar, a company which lost almost ($2,000,000) in fiscal 1997 and
by the end of 1997 had a negative net worth of ($5,600,000). On December 31,
1997, BioStar had cash of $1,281 and had negative working capital of
($3,100,000). After reviewing the fairness opinion of Cowen & Company ("Cowen"),
Cortech's financial advisor, we concluded that BioStar's earning prospects are
so scant that one of Cortech's principal assets, approximately $77.2 million in
tax operating loss carry forward ("NOLs") are of little value to BioStar which
has its own significant NOLs. The result, in our view, is a Merger that Asset
Value believes is not in the interests of Cortech's stockholders. So what is it
about BioStar that impressed Mr. Lynn sufficiently to merge it with Cortech
when, in our view, the Cortech stockholders do not gain from the Merger?
- --------
3 Asset Value has not retained an independent financial adviser and its
conclusions are based solely on the opinion of its manager, Asset Value
Management, Inc. which was reached after reviewing management's proxy material
including the opinion of management's financial adviser.
<PAGE>
WARNING
In our opinion, several individuals and entities, other then Cortech
stockholders reap the benefits of the merger. We believe that Mr. Lynn stands to
benefit from the Merger because it triggers his golden parachute ($1,300,000 for
him and others with severance agreements) and enables him (and other Board
members and executive officers) to exercise 623,535 options. Cowen will benefit
from its fee of $250,000 which soars to $400,000, an increase of 60%, if the
Merger is consummated.4 BioStar's management receives additional compensation
and options in connection with the Merger. In fact, it seems to Asset Value,
that every participant will profit from the Merger except the public
stockholders of Cortech, who will suffer a dilution in book value per Cortech
share of 64% (from an historical $.83 to a pro forma $.30) while BioStar
stockholders will enjoy an improvement in book value from an historical negative
($2.86) to a positive $.17 per share.
We have read carefully the Joint Proxy Statement/Prospectus provided by
Cortech and BioStar, including Cowen's fairness opinion. We ask the Cortech
Board:
"Please disclose what you see in the history and financial statements of BioStar
that changes it from what is (in our view) an ugly duckling into a beautiful
swan."
BIOSTAR: RISING STAR OR BLACK HOLE
It is not that we object to the Merger because we think that Cortech has
been a glittering star. Cortech has lost ($29.5) million over the last three
years. But look at what we see as the dark side of BioStar (and this list does
not purport by any means to be complete):
* BioStar lost almost ($2 million) in fiscal 1997, has never had earnings
in any year and projects no earnings for the immediate future. It
should be noted however, that revenues have increased from $1,272,000
in 1993 to $15,858,000 in 1997 and that the loss per share has improved
from ($18.13) per share in 1993 to ($1.00) per share in 1997.
* BioStar has an accumulated deficit of over ($25 million) and a negative
net worth of more than ($5.6 million).
* BioStar has short and long term debt totaling approximately $9.4
million.
* BioStar's cash flow has been almost totally dependent on third party
funding.
We believe that once the Cortech Board determined to change control of
Cortech, it should have sought competitive transactions more aggressively, by
advertising in the financial media, by engaging an investment banker from the
outset to solicit merger partners in the investment community and by publicly
stating that the Board was conducting an open bidding process for control of
Cortech. The Cortech Board's independent financial adviser stated that it was
not asked by the Board to solicit competitive offers for Cortech. Asset Value
has only considered possible alternatives to the Merger
- --------
4 It is not atypical for financial advisers, like Cowen, to be paid a
set fee that increases only if a transaction is consummated.
<PAGE>
in a preliminary way and therefore it does not know with certainty that there
are alternatives or that any alternatives would be more favorable to
stockholders. Asset Value certainly will not propose to merge Cortech with any
affiliate of Asset Value or any corporation in which Asset Value is a
stockholder. Asset Value believes that it should benefit only to the extent
other stockholders benefit.
RUSH TO JUDGMENT
The Cortech Board states that after spending most of 1997 evaluating the
merits of potential strategic transactions, the Board concluded that BioStar is
the best Cortech can do and that Cortech's only alternative to BioStar is
liquidation because, in its view, Cortech was not a viable entity, had lost
collaborative partner support, had sold most of its equipment and its net loss
for 1997 had increased to ($6.8 million) from ($6.3 million) in 1996. In
reality, we believe that the Board has no basis for its conclusion that Cortech
is such a wallflower. Here are facts which, in our view, make the Board's
contentions not credible:
1. Cortech's management failed to elect Asset Value's representative to the
Board so that he could participate in the process of ferreting other possible
deals, even though Lynn conceded that he knew that Asset Value's representative
was a "shrewd investor."
2. The Cortech Board did not request that Cowen solicit other parties who
might be interested in a deal for Cortech.
In evaluating the truthfulness of the purported reasons for the Board's
support of the Merger, we ask that you consider these facts:
* Cortech says that it was aggressively pursuing strategic alternatives
during most of 1997. BioStar says that it had been seeking a deal
since February of 1997. BioStar operates within miles of Cortech and
both companies are represented by the same law firm. It is not
credible to us that Cortech was unaware that BioStar was seeking
strategic alternatives until October of 1997. In August, 1997, Cortech
retained Pillsbury Madison & Sutro ("Pillsbury") to act as legal
counsel in connection with potential strategic transactions and a
representative of Pillsbury reviewed with the Cortech Board the
proposed reorganization in its final form.
* What made the money losing BioStar suddenly appear attractive to
Cortech, one of whose principal assets were significant NOLs? In our
view the answer is simple and obvious. Paul Koether of Asset Value met
with Lynn on October 22, 1997, and on October 23, 1997, Lynn was
introduced to the CEO of BioStar by their mutual regular law firm,
Cooley Godward LLP.
<PAGE>
WOULD THE GODS GIVE US THE GIFT TO SEE OURSELVES AS
OTHERS SEE US 5
Lynn has described himself in this transaction as a "fiduciary". Far from
it in our view. Prior to the Merger, Lynn owned Cortech Shares worth less than
$2,000 in the marketplace. As a result of the Merger, Lynn and others with
severance agreements will receive: (1) payments of $1,300,000; (2) payment of
premiums for health benefits for eighteen months; and (3) the immediate vesting
of 623,535 options. Mr. Lynn will also continue as a director of the successor
corporation after the Merger.
We believe that Mr. Lynn has ignored the growing disparity over the past
several years between his interests and the public stockholders' interests. The
chart below reflects the difference between Mr. Lynn's increasing compensation
between 1993 and 1997 and the concomitant decline of the market value of Cortech
Shares.
<TABLE>
GRAPH OF CORTECH'S HIGH STOCK PRICE AND LYNN'S
COMPENSATION.
1993 1994 1995 1996 1997
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Cortech's High Stock Price $18.25 $14.25 $3.65625 $3.8125 $2.03125
Lynn's Compensation $140,000 $181,744 $305,499 $330,006 $330,513
NOT A PRETTY PICTURE!
</TABLE>
Asset Value has stated and restates here that it will not merge Cortech
with an Asset Value affiliate or a company in which Asset Value is a
stockholder. Asset Value believes it should gain from any future acquisition or
Merger involving Cortech only to the extent all stockholders benefit. We ask you
to join us and
VOTE NO TO THE MERGER!
If You Have Supported Management, Now Is the Time To Change Your Mind
- --------
5 An anglicized version of a quotation from the poem "To a Louse" by
Scottish poet Robert Burns.
<PAGE>
Even if you have executed management's ***** proxy card, you can change
your vote by signing, dating and returning the enclosed white proxy card in the
postage paid envelope provided. Any proxy, including one we hold, can be revoked
(see "Revocation of Proxies").
"WHO CARES WHAT OWNERS THINK? Who owns American companies? The
management, of course. Shareholders are tolerated, but managers rule.6"
Not once has a director or officer of Cortech sought the advice or opinion
of Asset Value, Cortech's largest stockholder, about the Merger. Not once did a
Cortech director or officer seek the cooperation of Asset Value to avoid, what
in our view, is the senseless costs of this ill-fated merger proposal even after
Asset Value expressed its opposition in a letter to Mr. Lynn.
In our view, there can be no justification for the expenditure of
approximately $3,000,000 or 20% of Cortech's net worth, on what we believe is a
self-serving merger, without consulting Asset Value, who, we think, represents
the position of the public stockholders. The $3,000,000 consists of severance
payments of $1,300,000, the financial adviser's fee of $400,000, the proxy
solicitor's fee of $60,000, Cortech's costs of $500,000 and BioStar's costs of
$900,000 which are being incurred by BioStar but presumably will be paid from
Cortech's cash after the Merger. Unfortunately, no matter what the outcome, we
the stockholders will pay the costs of what Asset Value considers the sheer
arrogance of Cortech's management and directors.
THIS BOARD ACTS LIKE THEIR VOICE IS THE ONLY CHOICE.
But we stockholders can demonstrate that they are wrong. We urge you to
join us in voting against the Merger.
PROPOSAL 2
THE REVERSE STOCK SPLIT
Asset Value favors the Reverse Stock Split because it may enable Cortech to
retain its NASDAQ listing. In fact, Asset Value believes that Cortech's Board
was negligent in not taking this step sooner. Unfortunately, even though Asset
Value has stated it will support the Reverse Stock Split in order to maintain
the NASDAQ listing, management bundled approval of the Reverse Stock Split with
approval of the Merger. In other words, management has stated that the Reverse
Stock Split 1)is an imperative to avoid the loss of the NASDAQ listing and 2) is
in the interests of stockholders irrespective of the Merger. Yet, management
ties the fate of the reverse stock split with the approval of the Merger. Asset
Value believes that management is holding the NASDAQ listing hostage to pressure
support for the Merger which, in Asset Value's view, is unpopular with
- --------
6 Market Watch, New York Times, 3/8/98, Floyd Norris. This quote has
been made without the permission of the New York Times or Mr. Norris.
<PAGE>
stockholders. Don't be fooled. Even management agrees that if the Merger fails,
management will proceed with the Reverse Stock Split at the upcoming Annual
Meeting. Remember the Merger is forever; whereas according to management, the
NASDAQ listing can be saved even if the Reverse Stock Split is delayed.
Under the law, only the Board can propose amendments to the Certificate of
Amendment which are binding, therefore, approval of the Reverse Stock Split is
precatory, that is, the Board would not be required to proceed to amend the
Certificate of Amendment. Asset Value believes, however, that if a majority of
shares are voted to approve the Reverse Stock Split the Board would ratify Asset
Value's proposal and proceed with the Reverse Stock Split, although there can be
no assurance thereof.
VOTE NO TO THE MERGER
VOTE YES TO THE REVERSE STOCK SPLIT
REQUIRED VOTE AND MANNER OF VOTING
If more than a majority of Cortech Shares present by proxy or in person
vote against the Merger, the Merger will be rejected. If more than a majority of
outstanding Cortech Shares vote for the Reverse Stock Split, this proposal will
be approved but under the law the proposal will not be binding on the Board.
Valid proxies will be voted as instructed therein, but absent instructions on
the white proxy card, will be voted AGAINST the Merger and FOR the Reverse Stock
Split and in the discretion of the proxies on any other matter that comes before
the Meeting except that proxies will not be voted on another matter which
becomes known a reasonable time before the Meeting. Abstentions and broker
non-votes (where a nominee holding shares for a beneficial owner has not
received voting instructions from the beneficial owner on a particular matter
and the nominee does not vote the shares) will be counted in the determination
of a quorum but will not be counted for or against any proposal. We urge you to
sign, date and return the white proxy card in the enclosed envelope. No postage
is required if mailed in the United States.
SHARES IN STREET NAME
If you hold your Cortech Shares in the name of a brokerage firm or bank,
your broker or banker cannot vote the Shares until the broker or banker receives
specific instructions from you. Please contact the party at the brokerage firm
or bank responsible for your account to make sure that a proxy is executed for
your Cortech Shares on the white proxy card.
<PAGE>
REVOCATION OF PROXIES
If you have executed management's **** proxy card before receiving this
Proxy Statement, you have every right to change your vote by signing, dating and
returning the enclosed white proxy card in the postage-paid envelope provided.
Only your latest dated proxy will count at the Meeting. Any proxy, including the
proxy solicited hereby, may be revoked at any time before it is voted by (i)
submitting a duly executed proxy bearing a later date to the Secretary of the
Company or to Asset Value, (ii) filing with the Secretary of the Company a
written revocation or (iii) attending and voting at the Meeting in person.
SOLICITATION EXPENSE
Asset Value, Mark W. Jaindl and Frederick J. Jaindl (see Schedule 1) will
bear the cost of preparing, assembling and mailing the enclosed form of proxy,
this proxy statement and other material which may be sent to stockholders in
connection with this solicitation. Officers and regular employees of Asset Value
or its affiliates may solicit proxies by mail, telephone, telegraph and personal
interview, for which no additional compensation will be paid. In addition, Asset
Value has retained Beacon Hill Partners, Inc. ("Beacon Hill") to solicit proxies
on its behalf. In connection with the solicitation in opposition to Cortech,
Asset Value has agreed to pay Beacon Hill up to $15,000 plus expenses, part of
which is a success fee. Asset Value advanced Beacon Hill $3,000 to cover
expenses. It is anticipated that the total cost to Asset Value in connection
with this solicitation will be approximately $50,000.
Very truly yours,
Paul O. Koether
Asset Value Fund Limited Partnership
<PAGE>
IMPORTANT
If your shares are held in "Street Name" only your bank or broker can vote
your shares, and only upon receipt of your specific instructions. Please contact
the person responsible for your account and instruct them to execute a white
proxy card as soon as possible.
If you have any questions or need further assistance in voting, please call
John W. Galuchie, Jr., of Asset Value Fund Limited Partnership collect at (908)
234-1881, or our proxy solicitor:
BEACON HILL PARTNERS, INC.
90 BROAD STREET
NEW YORK, NEW YORK 10004
(800) 253-3814
<PAGE>
SCHEDULE 1
ADDITIONAL INFORMATION ABOUT ASSET VALUE FUND LIMITED
PARTNERSHIP, MARK W. JAINDL AND FREDERICK J. JAINDL
Asset Value Fund Limited Partnership ("Asset Value") is engaged in
investing in securities. The sole general partner of Asset Value is Asset Value
Management, Inc. ("Asset Value Management"). Asset Value Management is a
wholly-owned subsidiary of Kent Financial Services, Inc. ("Kent"), whose
principal business is the operation of T.R. Winston & Company, Inc. ("TRW"), its
wholly-owned subsidiary. TRW is a securities broker-dealer registered with the
National Association of Securities Dealers, Inc. Asset Value, Asset Value
Management, Kent and TRW maintain offices at 376 Main Street, Bedminster, New
Jersey 07921.
Mark W. 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"). Mark Jaindl is a director of Pure World, Inc., which may be an affiliate
of Asset Value by virtue of the common stock ownership of Kent and Pure World,
Inc., by Paul O. Koether. Frederick J. Jaindl ("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. Mark
Jaindl is the son of Fred Jaindl.
As of March 23, 1998, Asset Value holds 2,000,000 Cortech Shares or
approximately 10.80% of the total Cortech Shares outstanding. Mark Jaindl holds
250,000 Cortech Shares, or approximately 1.35% and Fred Jaindl holds 520,000
Cortech Shares or approximately 2.80%. Asset Value, Mark Jaindl and Fred Jaindl
disclaim the beneficial ownership of each other's Cortech Shares. Purchases and
sales of Cortech Shares by Asset Value, Mark Jaindl and Fred Jaindl are listed
on Schedule 2.
During the past ten years, none of Asset Value, Mark Jaindl, Fred Jaindl,
Asset Value Management, Kent, TRW, or the Directors and Executive Officers of
Kent has been convicted in a criminal proceeding.
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS
OF KENT FINANCIAL SERVICES, INC.
Percent of Direct or
Indirect Ownership
Name and Address Position and Office of Voting Securities of
of Beneficial Owner Currently Held Kent Financial Services, Inc.
- ------------------- ------------------- -----------------------------
<S> <C> <C>
Paul O. Koether Chairman, Director 44.90%
211 Pennbrook Road and President
Far Hills, NJ 07931
John W. Galuchie, Jr. Vice President and
376 Main Street Treasurer 2.32%
Bedminster, NJ 07921
Mark Koscinski Vice President *
376 Main Street
Bedminster, NJ 07921
M. Michael Witte Director 1.15%
1120 Granville Avenue
Suite 102
Los Angeles, CA 90049
Casey K. Tjang Director *
56 Hall Drive
Clark, NJ 07066
Mathew E. Hoffman Director *
62 Rosehill Avenue
New Rochelle, NY 10804
_________________________________________
*Less than 1 percent
</TABLE>
<PAGE>
SCHEDULE 2
<TABLE>
PURCHASES AND SALES OF CORTECH SHARES
ASSET VALUE<F1>
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
<S> <C> <C> <C>
07/25/97 20,000 $.61375 $ 12,275.00
07/31/97 6,700 .625 4,321.50
08/06/97 9,100 .6875 6,256.25
08/07/97 2,600 .6875 1,787.50
08/08/97 3,100 .6875 2,131.25
08/12/97 458,500 .6875 315,218.75
08/15/97 5,100 .6875 3,506.25
08/18/97 5,200 .6689 3,478.28
08/19/97 3,200 .65625 2,100.00
08/20/97 9,000 .65625 5,906.25
08/21/97 8,500 .6875 5,843.75
08/27/97 146,800 .6875 103,861.00
09/08/97 22,000 .6875 15,125.00
09/11/97 20,000 .703125 14,062.50
09/15/97 26,000 .703125 18,281.25
09/16/97 7,700 .703125 5,414.06
09/17/97 4,000 .703125 2,812.50
09/24/97 31,425 .703125 22,095.70
09/30/97 89,600 .703125 63,000.00
10/01/97 56,000 .703125 39,375.00
10/02/97 1,475 .703125 1,037.11
10/06/97 25,000 .6875 17,187.50
10/07/97 2,000 .6875 1,375.00
10/07/97 6,500 .71875 4,671.88
10/07/97 336,000 .703125 236,250.00
10/08/97 1,556,757 .65 1,011,892.05
10/08/97 5,000 .75 3,750.00
10/08/97 20,000 .71875 14,375.00
10/09/97 2,000 .71875 1,437.50
10/09/97 5,000 .765625 3,828.13
10/09/97 18,500 .75 13,875.00
10/10/97 4,500 .78125 3,515.63
10/14/97 1,000 .78125 781.25
10/14/97 6,000 .8125 4,875.00
10/28/97 15,000 .6875 10,312.50
10/30/97 13,000 .6875 8,937.50
10/30/97 12,000 .65625 7,875.00
11/03/97 3,700 .6875 2,543.75
11/04/97 4,900 .65625 3,215.63
11/05/97 12,000 .6875 8,250.00
11/05/97 2,500 .65625 1,640.63
11/07/97 11,300 .65625 7,415.63
11/10/97 58,343 .65625 38,287.59
11/11/97 10,500 .65625 6,890.63
(table continued on next page)
<PAGE>
(table continued from previous page)
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
11/14/97 4,000 .65625 2,625.00
11/14/97 8,500 .6875 5,843.75
11/17/97 9,700 .65625 6,365.63
11/18/97 11,300 .65625 7,415.63
11/24/97 5,000 .640625 3,203.13
--------- -------------
3,106,000 $2,086,524.84
--------- -------------
Dates sold Number of shares sold Price per share<F2> Total
- ---------- ------------------------- --------------- -------------
08/13/97 3,000 $.6875 $ 2,062.43
08/29/97 3,000 .71875 2,156.17
09/17/97 2,000 .71875 1,437.45
09/30/97 3,000 .71875 2,156.17
10/07/97 325,000 .65 211,242.95
02/10/98 770,000 .6705 516,285.00
--------- -------------
1,106,000 735,340.17<F3>
--------- -------------
2,000,000 $1,319,425.00
========= =============
MARK W. JAINDL
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
02/10/98 250,000 .6705 $ 167,625.00
========== =============
FREDERICK J. JAINDL
Dates purchased Number of shares purchased Price per share<F2> Total
- --------------- -------------------------- --------------- -------------
02/10/98 520,000 .6705 $ 348,660.00
========== =============
<FN>
<F1> Excludes the purchase for an aggregate amount of $11,251.52 on October
8, 1997 of warrants to purchase 562,576 shares of Cortech stock, which
were contributed back to the capital of Cortech on October 18, 1997.
No shares were purchased with or are being held with borrowed funds.
<F2> Price excludes brokerage commissions, if any.
<F3> Reflects loss on sale of $31,759.67.
</FN>
</TABLE>
<PAGE>
REVISED PRELIMINARY OPPOSITION PROXY CARD
Cortech, Inc.
Special Meeting To Be Held On [date], 1998
This Proxy Is Being Solicited On Behalf Of Asset Value Fund
Limited Partnership ("Asset Value")
The undersigned hereby appoints Paul O. Koether, Mark W. Jaindl and John W.
Galuchie, Jr. or any of them, the undersigned's proxies, each with full power of
substitution, to vote all Shares of Common Stock of Cortech, Inc. (the
"Company") which the undersigned would be entitled to vote if personally present
at the Special Meeting of Stockholders of the Company to be held on [date], 1998
at **A.M. at ************************************** (the "Meeting") and at any
adjournments or postponements thereof and, without limiting the generality of
the power hereby conferred, the proxy nominees named above and each of them are
specifically directed to vote as indicated below.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED AGAINST THE MERGER AND FOR THE PROPOSAL TO APPROVE THE
REVERSE STOCK SPLIT.
If there are amendments or variations to the matters proposed at the
Meeting or at any adjournments or postponements thereof, or if any other
business properly comes before the Meeting, this proxy confers discretionary
authority on the proxy nominees named herein and each of them to vote on such
amendments, variations or other business, except the Proxy will not be voted on
any other matter which becomes know a reasonable time before the Meeting.
ASSET VALUE RECOMMENDS A VOTE AGAINST THE MERGER
1. To approve the merger of Cortech, Inc. and BioStar, Inc.
_____FOR _____AGAINST _____ABSTAIN
ASSET VALUE RECOMMENDS A VOTE FOR THE REVERSE STOCK SPLIT
2. To approve the Reverse Stock Split by amending the Certificate of
Incorporation
_____FOR _____AGAINST _____ABSTAIN
3. In their discretion, on such other matters as may properly come before
the special meeting or any postponements or adjournments thereof, except that
proxies will not be voted on another matter which becomes known a reasonable
time before the special meeting.
<PAGE>
The undersigned acknowledges receipt of the accompanying Notice of
Special Meeting of Stockholders and Proxy Statement for the _________________,
1998 meeting.
Dated:___________________________________,1998
----------------------------------------------
Signature of Stockholder
----------------------------------------------
Signature of Stockholder if Shares held in
more than one name (Please sign exactly as
name or names appear hereon. Full title of one
signing in representative capacity should be
clearly designated after signature. If a
corporation, please sign in full corporate
name by President or other authorized
officer(s). If a partnership, please sign
in partnership name by authorized person.
If stock is in the name of two or more
persons, each should sign. Joint owners should
each sign. Names of all joint holders should
be written even if signed by only one.)
ASSET VALUE RECOMMENDS A VOTE AGAINST PROPOSAL 1 AND FOR PROPOSAL 2.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
