-----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, RssLfum16GpK10cobnYg1b75s7wt9NBwyOFPIVGsQ9TITuPqPcH1hnParlJctlrF 4xQ5WJkE342mgWbYBylF6Q== 0000898077-98-000065.txt : 19980617 0000898077-98-000065.hdr.sgml : 19980617 ACCESSION NUMBER: 0000898077-98-000065 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980616 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: 98648976 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. 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9)* 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 16, 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. 9 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. On June 16, 1998 the letter attached hereto as Exhibit G was faxed and sent via overnight mail. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit G - Letter to Edward S. Finkelstein, dated June 16, 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: June 16, 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 Edward S. Finkelstein dated June 16, 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 16, 1998 via Fax and Federal Express Mr. Edward S. Finkelstein 17842 Argyll Terrace Boca Raton, Florida 33496-1415 Dear Ed: I have had time to consider the substance of our telephone conversation of yesterday. As you said we have much in common, most particularly the desire to have the market value of Cortech stock go up. As you may know, we support 1) eliminating the poison pill; 2) electing all directors annually; and 3) permitting stockholders who own 10% or more of Cortech stock to call special meetings. We do not know where your group stands on these matters but opposition would not necessarily impede cooperation between us so long as your group is willing to submit these propositions for consideration by all stockholders at the Annual Meeting. Assuming we can get by these matters, the remaining disagreement between us is the composition of the slate of Directors. Your recommendation, as we understood it, was that you and we agree to a fusion slate consisting of two "Finkelstein" nominees and two Asset Value nominees, making a Board of four equal peers. However, we believe that there must be some mechanics for breaking a tie, otherwise, as we wrote to Bert Fingerhut, "conflicting opinions among Board members could leave the Company directionless at a crucial crossroad in its history". We believe that the Board should consist of five members, not four and not surprisingly, we think that Asset Value should control the majority. You made it clear that if anyone was going to "take over", it was going to be you. However, even this disagreement need not impede a fusion slate if you, like we, are willing to submit the question of control to a vote of stockholders. We propose that Cortech submit to stockholders one proxy statement, which would present each of the governance issues. Both Mr. Edward S. Finkelstein June 16, 1998 Page 2 the Finkelsteins and Asset Value would agree to support the declassification of the Board and to set the number of vacancies at five. Management would present a fusion slate consisting of two Finkelstein nominees and two Asset Value nominees. Each side would also propose a third nominee for the fifth vacancy. Each side would be permitted to enter a dissent to any proposal, including the election of each side's third nominee. Entering a dissent would permit the other side equal opportunity to support a measure. Each position statement would have a word limit. 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, including the election of directors. Asset Value and the Finkelstein Group would split the cost of the proxy material. An independent inspector of elections would be jointly appointed to receive and count proxies. We told you that your stated ownership of approximately 600,000 shares of Cortech stock compared to the 2,770,000 Cortech shares owned by Asset Value, makes Asset Value the logical leader of Cortech's future. You responded that we ought not take your previously stated ownership at face value and we won't. As we wrote to Bert Fingerhut, whatever our differences, we all apparently agree that Cortech can ill afford a costly proxy contest and it should be avoided if possible. To this end we have made this proposal and if it is agreeable to you and to the incumbent Cortech Board, we should set about discussing the details immediately. Unlike any other stockholder, Asset Value has expended substantial sums of its money in pursuit of stockholder interests. Therefore, we would request a response as soon as possible. Sincerely yours, Paul O. Koether President cc: Bert Fingerhut Mort Finkelstein Mark Lampert Dr. Charles Cohen Dr. Donald Kennedy Dr. Allen Misher -----END PRIVACY-ENHANCED MESSAGE-----