-----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, AhrFbY44dIHQEl3aLvGwFwjAtQDAH+30Pdf7MwCNfRLPK00nscA/vu7YP0UP5WKf 588nBZPLsIvVerngN/pFxw== 0000898077-98-000059.txt : 19980608 0000898077-98-000059.hdr.sgml : 19980608 ACCESSION NUMBER: 0000898077-98-000059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980605 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: 98643067 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. 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8)* 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: June 5, 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.: 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 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 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 Item 1. SECURITY AND ISSUER This Amendment No. 8 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 June 5, 1998 (the "Asset Value Letter") Asset Value asked for a response to their letter dated May 29, 1998 to Bert Fingerhut, Chairman of the Board of Directors and Acting Chief Executive Officer of Cortech. Item 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on June 5, 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. (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 F - The Asset Value Letter. 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: June 5, 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 EXHIBIT F Letter to Bert Fingerhut dated June 5, 1998 ASSET VALUE FUND LIMITED PARTNERSHIP 376 Main Street P. O. Box 74 Bedminster, New Jersey 07921 (908) 234-1881 (908) 234-9355 Fax June 5, 1998 Mr. Bert Fingerhut Chairman Cortech, Inc. 6850 North Broadway Suite G Denver, Colorado 80221 Dear Mr. Fingerhut: I would appreciate it if you would give me the courtesy of a response to my letter of May 29, 1998. Sincerely yours, /s/ Paul O. Koether ----------------------- Paul O. Koether President cc: Dr. Charles Cohen Dr. Donald Kennedy Dr. Allen Misher -----END PRIVACY-ENHANCED MESSAGE-----