-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KOLClmboLKGn6L5WzGRJ9Y/lhXGI06f/3HFOuSIxhwkFeUdE9eVDIlmQkpUz2+wT VLPyv8VYS1pIJXa1FMIQZQ== 0000898077-98-000029.txt : 19980409 0000898077-98-000029.hdr.sgml : 19980409 ACCESSION NUMBER: 0000898077-98-000029 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980408 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORTECH INC CENTRAL INDEX KEY: 0000728478 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840894091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREC14A SEC ACT: SEC FILE NUMBER: 000-20726 FILM NUMBER: 98589981 BUSINESS ADDRESS: STREET 1: 6850 NORTH BROADWAY STREET 2: SUITE G CITY: DENVER STATE: CO ZIP: 80221 BUSINESS PHONE: 3036501200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSET VALUE FUND LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000898077 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223090661 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PREC14A BUSINESS ADDRESS: STREET 1: PO BOX 74 CITY: BEDMINISTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082340300 MAIL ADDRESS: STREET 1: PO BOX 74 CITY: BEDMINISTER STATE: NJ ZIP: 07921 PREC14A 1 PRELIMINARY PROXY MATERIALS 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) PRELIMINARY OPPOSITION PROXY STATEMENT April __, 1998 ANNUAL MEETING OF STOCKHOLDERS OF CORTECH, INC. ("Cortech" or "the Company") ASSET VALUE FUND LIMITED PARTNERSHIP ("Asset Value 1") (a Delaware limited partnership) This Proxy Statement and the enclosed white proxy card are being sent by Asset Value on or about __________, 1998 in connection with its solicitation of proxies at the Annual Meeting of Stockholders being held by Cortech at [time and place] ( the "Meeting"). At the Meeting, Cortech management proposes to elect its two nominees to the Board of Directors and to ratify the selection of Arthur Andersen LLP as Cortech's independent auditors. Asset Value favors the selection of Arthur Andersen LLP but opposes the election of management's nominees to the Board. Under the Certificate of Incorporation and Bylaws currently in effect, the Cortech board has five members whose terms are staggered so that no more than two terms expire in any one year. A staggered board is an obstacle to gaining control of the Board in any one year. Asset Value Fund seeks to gain control of Cortech at the Meeting by proposing to amend the Bylaws to increase the number of directors from five to seven (the "Board Amendment") and subject to the approval of the Board Amendment, to elect its four nominees as directors (the two vacancies available under the current Bylaws plus the two vacancies created by the Board Amendment). If the Board Amendment is approved and all of Asset Value's nominees are elected, Asset Value's nominees will constitute a majority of the Board and therefore control of Cortech will transfer to Asset Value. If the Board Amendment is not approved, Asset Value will seek to have two of its nominees elected as directors in opposition to Management's nominees for the two vacancies available under the Bylaws currently in effect. Asset Value favors the ratification of Arthur Andersen LLP as the Company's independent auditors. The close of business on April 13, 1998 has been fixed by the Company as the record date in determining the number of shares eligible to vote at the Meeting. A copy of this Proxy Statement and white Proxy Card will be mailed to all stockholders entitled to vote at the Annual Meeting. In reliance upon Rule 14a-5(c) of the Securities and Exchange Act of 1934 2, reference is made to management's proxy statement 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 - ----------- 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." eligible to vote at the Meeting, the quorum, the record date, the securities ownership of the Company, information about the Company's officers and directors, including compensation, information about the ratification of the appointment of Arthur Andersen LLP as independent auditors and the date by which stockholders must submit proposals for inclusion in the next annual meeting. PLEASE READ THE FOLLOWING MATERIAL WITH CARE BECAUSE WE BELIEVE THAT CORTECH'S FUTURE DEPENDS ON YOUR VOTE. WE URGE YOU TO VOTE: FOR THE BOARD AMENDMENT (which will add two vacancies on the Board.) FOR ALL OF ASSET VALUE'S NOMINEES (which in combination with the Board Amendment would effect a change of control to Asset Value) Asset Value seeks to gain control of Cortech because it believes that Cortech's Board has repeatedly exercised poor judgment by: (1) rewarding management with ever increasing compensation even while stockholder values plummeted and (2) pursuing a merger (the "Merger") with BioStar, Inc. ("BioStar"), a company which is losing money (almost $2 million in 1997), has an accumulated deficit of over $25 million at December 31, 1997, has a negative net worth of more than $5.6 million, has long and short term debt of $9.4 million and in our view has no immediate prospects for earnings. Asset Value opposes the Merger and even more strongly opposes the Cortech Directors who proposed such a transaction which, in Asset Value's opinion, does not maximize stockholder values. Asset Value has stated and restates here that it has no potential merger partner in mind for Cortech and certainly will not merge Cortech with an Asset Value affiliate or any corporation 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. So, what will Asset Value do if it obtains control of the Cortech Board? Simply what we believe the Cortech Board itself should have done under the spirit if not the letter of Delaware law: solicit competitive bids for Cortech. Have we a deal in mind? No, but we do know of numerous public companies and nonpublic companies who we believe have better earning prospects than BioStar. Moreover we know that other stockholders of Cortech have prospective transactions which they wish to present as alternatives to BioStar. The Cortech Board's own independent financial adviser stated that it was not asked to solicit competitive offers for Cortech and in fact, we believe that Cortech management discouraged a solicitation for other offers by making the adviser's fee dependent upon the Merger's success. IT'S TIME FOR A CHANGE. VOTE FOR CHANGE. VOTE FOR ASSET VALUE. PROPOSAL 1 INCREASE IN BOARD Asset Value is asking for your support to approve a proposal to amend Article 3 Section 3.1 of the Bylaws of Cortech to set the number of directors to serve on the Board of Directors at seven. The affirmative vote of a plurality of the votes present in person or represented by proxy and entitled to vote at the meeting are required to amend Article 3 Section 3.1 of the Bylaws of Cortech to set the number of directors to serve on the Board of Directors at seven. Asset Value urges you to vote FOR the approval of the proposal to amend Article 3 Section 3.1 of the Bylaws of Cortech to set the number of directors to serve on the Board of Directors at seven. PROPOSAL 2 ELECTION OF DIRECTORS Asset Value is asking for your support to elect its nominees. The affirmative vote of a plurality of the votes present in person or represented by proxy and entitled to vote at the meeting are required to elect each of the Asset Value nominees. The biographical data, including age, principal occupation or employment, and other affiliations and business experience of each nominee during the last five years follows: Paul O. Koether, age 61, is principally engaged in the following businesses: (i) as Chairman and director of Kent Financial Services, Inc. ("Kent") since July 1987 and President since October 1990 and the general partner since 1990 of Shamrock Associates, an investment partnership which is the principal stockholder of Kent and (ii) various positions with affiliates of Kent, including Chairman since 1990 and a registered representative since 1989 of T. R. Winston & Company, Inc. ("Winston") and since July 1992, a director of American Metals Service, Inc., ("AMS") which was an indirect, majority-owned subsidiary of Kent before its shares were distributed to Kent's stockholders. Mr. Koether also has been Chairman since April 1988, President from April 1989 to February 1997 and director since March 1988 of Pure World, Inc., formerly American Holdings, Inc., ("Pure World") and since December 1994 has been a director and since January 1995 has been Chairman of Pure World's majority-owned subsidiary, Madis Botanicals, Inc., ("Madis") a manufacturer and distributor of natural products. He is also Chairman and a director of Pure World's principal stockholder, Sun Equities Corporation, ("Sun") a private company. Mr. Koether served as Chairman and a director of NorthCorp Realty Advisors, Inc., an asset management company, ("NorthCorp") from June 1992 when it was acquired by Pure World until August, 1994 when it was merged and renamed Crown NorthCorp, Inc. Mark W. Jaindl, age 37, is the President and Chief Executive Officer of the American Bank of the Lehigh Valley, a commercial bank. He has served as Senior Vice President of Pure World from June 1992 until May 1995 and as a director since October 1994. He was Senior Vice President of Madis from December 1994 until May 1995 and a director of Madis since December 1994 and he has served as a director of AMS since July 1992. Mr. Jaindl was a director of NorthCorp from June 1992 until September 1994 and was Interim President of NorthCorp from February 1994 until August 1994. From May 1982 to October 1991 and again since May 1995 he has served as Chief Financial Officer of Jaindl Farms, which is engaged in diversified businesses, including the operation of a 12,000-acre turkey farm, a mobile home park, a John Deere dealership and a grain operation. Mr. Jaindl also served as the Chief Financial Officer of Jaindl Land Company, a developer of residential, commercial and industrial properties in eastern Pennsylvania. John W. Galuchie, Jr., age 45, a certified public accountant, is principally engaged in the following businesses: (i) Winston, as President since January 1990 and director since September 1989; (ii) Kent, in various executive positions since 1986 and a director from June 1989 until August 1993; (iii) Pure World, as Executive Vice President since April 1988, director from January 1990 until October 1994 and for more than five years as Vice President and director of Sun; (iv) AMS as Vice President, Treasurer and a director since July 1992. Mr. Galuchie served as a director of Crown NorthCorp, Inc., the successor corporation to NorthCorp from June 1992 to August 1996. James L. Bicksler, age 60, is a Professor of Economics and Finance, Graduate School of Management, Rutgers University, a position he has held since 1969. Asset Value urges you to vote FOR the nominees described above. They will seek to maximize stockholder values and pledge to cooperate with and consider the proposals of other stockholders. If more than a majority of Cortech Shares present by proxy or in person vote in favor of amending the Bylaws to increase the number of directors, there will be four vacancies on the Board and the four nominees receiving the highest vote (whether Asset Value's nominees or management's nominees) will be elected to the Board. If all of Asset Value's nominees are elected, Asset Value's nominees will constitute a majority of the Board and control of Cortech will transfer to Asset Value. If the Board Amendment is not approved, the two nominees (whether Asset Value's nominees or Management's nominees) receiving the highest number of votes cast at the meeting will be elected. Even if you have voted against increasing the Board please vote for Asset Value's nominees. The nominees receiving the highest number of votes will be elected. If the Board Amendment is not approved two of Asset Value's nominees can still be elected if their votes exceed the votes for Management's nominees. If the Bylaw Amendment is approved, management's nominees can still be elected to two vacancies if their votes exceed the votes of any of the four Asset Value nominees. Therefore if you agree that it is time for a change, VOTE YES to the Board Amendment and FOR Asset Value's nominees PROPOSAL 3 Asset Value favors the ratification of Arthur Andersen LLP as Cortech's independent auditor. REQUIRED VOTE AND MANNER OF VOTING If more than a majority of Cortech Shares present by proxy or in person vote in favor of the Board Amendment, there will be four vacancies on the Board and the four nominees receiving the highest vote (whether Asset Value's nominees or management's nominees) will be elected to the Board. If the increase in Board members is not approved the two nominees (whether Asset Value's nominees or Management's nominees) receiving the highest number of votes cast at the meeting will be elected. If more than a majority of shares of Cortech Shares voting at the Meeting vote for the ratification of Arthur Andersen LLP as Cortech's independent auditor, this proposal will be approved. Valid proxies will be voted as instructed therein, but absent instructions on the white proxy card, will be voted FOR the Bylaw amendment to enlarge the Board, FOR Asset Value's nominees and FOR the ratification of Arthur Anderson LLP 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. 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, facsimile 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 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 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"). (For additional information on Mark Jaindl, see PROPOSAL 1, ELECTION OF DIRECTORS.) 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.
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. - ------------------- ------------------- ----------------------------- 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
SCHEDULE 2
PURCHASES AND SALES OF CORTECH SHARES ASSET VALUE Dates purchased Number of shares purchased Price per share Total - --------------- -------------------------- ------------------ ------------- 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) (table continued from previous page) Dates purchased Number of shares purchased Price per share Total - --------------- -------------------------- ------------------ ------------- 11/14/97 4,000 .65625 2,625.00 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 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 --------- ------------- 1,106,000 735,340.173 --------- ------------- 2,000,000 $1,319,425.00 ========= ============= MARK W. JAINDL - -------------- Dates purchased Number of shares purchased Price per share Total - --------------- -------------------------- ------------------- ------------- 02/10/98 250,000 .6705 $ 167,625.00 ========= ============= FREDERICK J. JAINDL - ------------------- Dates purchased Number of shares purchased Price per share Total - --------------- -------------------------- ------------------- ------------- 02/10/98 520,000 .6705 $ 348,660.00 ========= ============= 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. Price excludes brokerage commissions, if any. Reflects loss on sale of $31,759.67.
PRELIMINARY PROXY CARD Cortech, Inc. Annual 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 either 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 Annual 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 FOR THE AMENDMENT TO THE BYLAWS TO INCREASE THE NUMBER OF DIRECTORS TO SEVEN, FOR THE ELECTION OF ASSET VALUE'S NOMINEES AS DIRECTORS, and FOR THE RATIFICATION OF ARTHUR ANDERSEN LLP. 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. ASSET VALUE RECOMMENDS A VOTE FOR INCREASING THE NUMBER OF DIRECTORS FROM FIVE TO SEVEN. 1. 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. ______FOR ______AGAINST ______ABSTAIN ASSET VALUE RECOMMENDS A VOTE FOR THE ASSET VALUE NOMINEES. 2. To elect Asset Value's nominees as Directors: Paul O. Koether _____FOR _____AGAINST _____ABSTAIN Mark W. Jaindl _____FOR _____AGAINST _____ABSTAIN John W. Galuchie, Jr. _____FOR _____AGAINST _____ABSTAIN James L. Bicksler _____FOR _____AGAINST _____ABSTAIN ASSET VALUE RECOMMENDS A VOTE FOR THE RATIFICATION OF ARTHUR ANDERSEN LLP. 3. To ratify the appointment of Arthur Andersen LLP as independent auditors for the year ended December 31, 1998. ______FOR ______AGAINST ______ABSTAIN 4. In their discretion, on such other matters as may properly come before the annual 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 meeting. The undersigned acknowledges receipt of the accompanying Notice of Annual 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 FOR PROPOSALS 1, 2, AND 3. PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----