-----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, Twy8nISPFq0l/eB43+w1L71qSGYMOQ+6ShLXfIzFu1jsFPbC6MY/YdvxIZn6t7Lm ucsap3PKY2HHusD7ZGYZ6g== 0000898077-98-000101.txt : 19980923 0000898077-98-000101.hdr.sgml : 19980923 ACCESSION NUMBER: 0000898077-98-000101 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980922 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-44313 FILM NUMBER: 98712821 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: SC 13D/A 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 SC 13D/A 1 AMENDMENT NO. 14 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14)* 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 21, 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) 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: 2,275,000 8. SHARED VOTING POWER: 9. SOLE DISPOSITIVE POWER: 2,275,000 10. SHARED DISPOSITIVE POWER: 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,275,000 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): 12.28% 14. TYPE OF REPORTING PERSON: PN 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 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 Item 1. SECURITY AND ISSUER This Amendment No. 14 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Since the date of the last filing, Asset Value has acquired 275,000 Shares at an aggregate purchase price of $164,425.00, including any brokerage commissions. Asset Value purchased the shares with its cash reserves. Item 4. PURPOSE OF TRANSACTION. Effective September 21, 1998 Cortech removed the Poison Pill. See attached press release filed herewith as Exhibit M. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on September 21, 1998, Asset Value owned an aggregate of 2,275,000 Shares or approximately 12.28%, 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 2,275,000 Shares (or approximately 12.28%), 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 June 30, 1998. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit C - Transactions in Shares for the past 60 days not previously reported Exhibit M - Press Release filed September 21, 1998 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 22, 1998 ASSET VALUE FUND LIMITED PARTNERSHIP By: Asset Value Management, Inc. General Partner By: /s/ Paul O. Koether -------------------------------- Paul O. Koether President /s/ Mark W. Jaindl -------------------------------- Mark W. Jaindl /s/ Frederick J. Jaindl -------------------------------- Frederick J. Jaindl EXHIBIT C Transactions in Shares for the Past 60 Days Not Previously Reported
NUMBER OF PRICE DATE SHARES PURCHASED PER SHARE - -------- -------------------------- ------------------ 09/21/98 2,500 $.53 09/21/98 5,000 .55 09/21/98 2,500 .56 09/21/98 2,500 .58 09/21/98 262,500 .60
EXHIBIT M PRESS RELEASE FILED SEPTEMBER 21, 1998 September 21, 1998 Direct Inquiries To: Paul O. Koether Chairman (908) 766-7220 PRESS RELEASE CORTECH ANNOUNCES ELECTION OF NEW OFFICERS; IMPLEMENTATION OF REVERSE STOCK SPLIT AND ELIMINATION OF SHAREHOLDER RIGHTS PLAN DENVER, Colorado--September 20, 1998--Cortech, Inc. (OTCBB: CRTQ), a Denver-based biopharmaceutical company, today announced that Paul O. Koether and John W. Galuchie, Jr. were elected chairman and president respectively at the company's annual organization meeting of the board of directors. Messrs. Koether and Galuchie are executives of Asset Value Fund Limited Partnership which recently won a contested election for majority of Cortech's board. New director, Mark W. Jaindl was elected vice chairman. Asset Value and the Jaindl family own approximately 15% of the outstanding shares of Cortech's common stock. Asset Value is an indirect subsidiary of Kent Financial Services, Inc., a public company listed on NASDAQ under the symbol KENT. The Jaindls are the principal stockholders of the American Bank of the Lehigh Valley (Pennsylvania) and other diversified enterprises. The Company also announced that it would implement the 1 for 10 reverse stock split approved by stockholders at the recent annual meeting effective as of the close of business on September 22, 1998. Fractional shares will be settled in cash. To indicate the reverse stock split, the Company's trading symbol will be temporarily changed to "CRTQD." Prior to the reverse stock split Cortech has 18,523,918 shares outstanding. Cortech also said that its Board of Directors had eliminated the Company's Shareholder Rights Plan effective immediately and that the Company would redeem all rights issued under the plan. The redemption will result in a one-time payment of $.01 per share ($.10 per share on a split adjusted basis) to the Company's stockholders. Cortech's research efforts have focused on bradykinin antagonists and protease inhibitors which Cortech believes may have potential therapeutic applications across a broad range of medical conditions. Cortech's strategy is to seek collaborative partners to conduct and fund future research and development of its portfolio or to sell the rights to certain of the compounds in the portfolio to third parties interested in funding future research and development, while at the same time conserving the Company's cash. Cortech is discussing transactions with various potential partners which could result in substantial up-front payments to the Company, significant ongoing royalties or both, although there is no assurance that any agreement will be concluded. Asset Value and the Jaindl family in a joint filing with the Securities and Exchange Commission on September 17, 1998 stated that they intended to acquire additional shares of Cortech common stock depending on market conditions. This press release contains forward-looking statements that involve risks and uncertainties and actual results may differ materially. These statements concern, among other things, the future prospects of the various compounds based upon Cortech's research and development efforts and the ability to obtain funding for the future development of the compounds. These risk factors, which include the risks inherent in drug discovery and development, are identified in Cortech's annual and quarterly reports to the Securities and Exchange Commission filed on Forms 10-K and 10-Q. -----END PRIVACY-ENHANCED MESSAGE-----