sc13d0514a1vicapital

0001213900-14-003259.txt : 20140514 0001213900-14-003259.hdr.sgml : 20140514 20140514170138 ACCESSION NUMBER: 0001213900-14-003259 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140514 DATE AS OF CHANGE: 20140514 GROUP MEMBERS: CHARLES M. GILLMAN GROUP MEMBERS: DAVID W. POINTER GROUP MEMBERS: DILIP SINGH GROUP MEMBERS: JEFFREY GEYGAN GROUP MEMBERS: JOHN M. CLIMACO GROUP MEMBERS: MARK D. STOLPER GROUP MEMBERS: ROBERT J. SARLLS GROUP MEMBERS: STANLEY B. LATACHA GROUP MEMBERS: VI CAPITAL FUND LP GROUP MEMBERS: VI CAPITAL MANAGEMENT LLC GROUP MEMBERS: WILLIAM L. LECHTNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALCO STORES INC CENTRAL INDEX KEY: 0000030302 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 480201080 STATE OF INCORPORATION: KS FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43827 FILM NUMBER: 14842307 BUSINESS ADDRESS: STREET 1: 401 COTTAGE AVENUE CITY: ABILENE STATE: KS ZIP: 67410 BUSINESS PHONE: 7852633350 MAIL ADDRESS: STREET 1: ALCO STORES INC STREET 2: 401 COTTAGE AVENUE CITY: ABILENE STATE: KS ZIP: 67410 FORMER COMPANY: FORMER CONFORMED NAME: DUCKWALL ALCO STORES INC DATE OF NAME CHANGE: 19940531 FORMER COMPANY: FORMER CONFORMED NAME: DUCKWALL STORES INC DATE OF NAME CHANGE: 19781020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILWAUKEE PRIVATE WEALTH MANAGEMENT, INC. CENTRAL INDEX KEY: 0001569866 IRS NUMBER: 260585642 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1500 W. MARKET ST., STE 250 CITY: MEQUON STATE: WI ZIP: 53092 BUSINESS PHONE: 262-478-0640 MAIL ADDRESS: STREET 1: 1500 W. MARKET ST., STE 250 CITY: MEQUON STATE: WI ZIP: 53092 SC 13D/A 1 sc13d0514a1vicapital_alco.htm AMENDMENT NO. 1 TO SCHEDULE 13D sc13d0514a1vicapital_alco.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

(Amendment No. 1)1

ALCO Stores, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

001600105

(CUSIP Number)

DAVID W. POINTER

VI CAPITAL MANAGEMENT, LLC

PO Box 402

Newman Lake, WA 99025

(509) 226-0846

JEFFREY GEYGAN

MILWAUKEE PRIVATE WEALTH MANAGEMENT, INC.

1500 W. Market Street, Suite 250

Mequon, WI 53092

(262) 478-0640

JOHN J. ALTORELLI

PATRICK B. COSTELLO

1251 Avenue of the Americas

New York, NY 10020

(212) 335-4500

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 14, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

1 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 page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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)

1	NAME OF REPORTING PERSONS VI CAPITAL FUND, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION WASHINGTON
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 14,224
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 14,224
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,224
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

1	NAME OF REPORTING PERSONS VI CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION WASHINGTON
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 14,224
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 14,224
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,224
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO, HC

1	NAME OF REPORTING PERSONS DAVID W. POINTER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER 14,224
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER 14,224
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,224
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN, HC

1	NAME OF REPORTING PERSONS CHARLES M. GILLMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 22,500
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 22,500
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS DILIP SINGH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS JOHN M. CLIMACO
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS MILWAUKEE PRIVATE WEALTH MANAGEMENT, INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION WISCONSIN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 452
	8	SHARED VOTING POWER 135,421
	9	SOLE DISPOSITIVE POWER 452
	10	SHARED DISPOSITIVE POWER 135,421
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,873
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.2%
14	TYPE OF REPORTING PERSON CO

1	NAME OF REPORTING PERSONS JEFFREY GEYGAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 138,513
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 138,513
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 138,513
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS STANLEY B. LATACHA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS ROBERT J. SARLLS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS WILLIAM L. LECHTNER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 50
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 50
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

1	NAME OF REPORTING PERSONS MARK D. STOLPER
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 0 -
14	TYPE OF REPORTING PERSON IN

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on April 8, 2014 (as amended, the “Schedule 13D”). Information given in response to each item below shall be deemed incorporated by reference in all other items below.

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $.0001 per share (the “Shares”), of ALCO Stores, Inc., a Kansas corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 751 Freeport Parkway, Coppell, TX 75019.

Item 2.

Identity and Background.

(a) This statement is filed by:

(i)

VI Capital Fund, LP, a Washington limited partnership ("VICF"), with respect to the Shares directly owned by it;

(ii)

VI Capital Management, LLC, a Washington limited liability company ("VI Capital Management"), as the general partner of VICF;

(iii)

David W. Pointer, as the sole managing member of VI Capital Management and as a nominee for the Board of Directors of the Issuer (the “Board”);

(iv)

Charles M. Gillman, with respect to the Shares directly held by him;

(v)

Dilip Singh, as a nominee for the Board;

(vi)

John M. Climaco, as a nominee for the Board;

(vii)

Milwaukee Private Wealth Management, Inc., a Wisconsin corporation (“MPWMI”), with respect to the Shares beneficially owned by it;

(viii)

Jeffrey Geygan, as President and Chief Executive Officer of MPWMI;

(ix)

Stanley B. Latacha, as a nominee for the Board;

(x)

Robert J. Sarlls, as a nominee for the Board;

(xi)

William L. Lechtner, as a nominee for the Board; and

(xii)

Mark D. Stolper, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of VICF, VI Capital Management and Mr. David W. Pointer is PO Box 402, Newman Lake, WA 99025. The address of the principal office of Mr. Charles M. Gillman is 9330 S. Lakewood Ave., Tulsa, OK 74137. The principal address of Mr. Dilip Singh is 333 NE 21st Avenue, Suite 1110 Deerfield Beach, FL 33441. The principal address of Mr. John M. Climaco is PO Box 326, Park City, UT 84060. The address of the principal office of each of MPWMI and Mr. Jeffrey Geygan is 1500 W. Market Street, Suite 250, Mequon, WI 53092. The principal address of Mr. Stanley B. Latacha is N9282 Council Bay, Holmen, WI 54636. The principal address of Mr. Robert J. Sarlls is 1359 Ashland Avenue, Wilmette, IL 60091. The address of the principal office of Mr. William L. Lechtner is 13603 Old El Camino Real, San Diego, California 92130. The address of the principal office of Mr. Mark D. Stolper is 1510 Cotner Ave., Los Angeles, CA 90025.

(c) The principal business of VICF is serving as a private investment fund. The principal business of VI Capital Management is engaging in the business of acting as the general partner of VICF. The principal business of Mr. Pointer is serving as sole managing member of VI Capital Management. The principal business of Mr. Gillman is serving as manager of RLWI, LLC, an Oklahoma limited liability company, whose principal business is managing the capital of family offices. The principal business of Mr. Singh is serving as the general partner of Value Generation Capital Fund LP. The principal business of Mr. Climaco is serving as the President and Chief Executive Officer of Axial Biotech Inc. The principal business of MPWMI is serving as an investment advisor to and portfolio manager of certain managed accounts (the “Accounts”). The principal business of Mr. Geygan is serving as President and Chief Executive Officer of MPWMI. Mr. Latacha most recently served as a Senior Vice President and Chief Marketing Officer of Pamida, an affiliate of Sun Capital partners, Inc. Mr. Sarlls most recently served as Senior Vice President of International Sales, Strategy and Business Development for John B. Sanfilippo & Son, Inc. The principal business of Mr. Lechnter is serving as the Chief Executive Officer of The Lechtner Group. The principal business of Mr. Stolper is serving as the Executive Vice President and Chief Financial Officer of RadNet, Inc.

(d) No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of Messrs. Pointer, Gillman, Singh, Climaco, Geygan, Latacha, Sarlls, Lechtner and Stolper is a citizen of the United States.

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by each of VICF and MPWMI were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 14,224 Shares owned directly by VICF is approximately $147,788, including brokerage commissions. The aggregate purchase price of the 135,873 Shares owned beneficially by MPWMI is approximately $1,650,042, excluding brokerage commissions.

The Shares purchased by Mr. Gillman were purchased with personal funds in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 22,500 Shares owned directly by Mr. Gillman is approximately $217,193, excluding brokerage commissions.

The Shares purchased by Mr. Geygan were purchased with personal funds in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,640 Shares owned directly by Mr. Geygan is approximately $34,624.28, excluding brokerage commissions.

The Shares purchased by Mr. Lechtner were purchased with personal funds in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 50 Shares owned directly by Mr. Lechtner is approximately $500, excluding brokerage commissions.

Item 4.

Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On February 14, 2014, VICF delivered a letter to the Issuer, as supplemented on March 4, 2014 (the “VICF Nomination Notice”), nominating five persons for election to the Board at the 2014 annual meeting of stockholders (the “2014 Annual Meeting”).

On March 6, 2014, MPWMI delivered a letter to the Issuer nominating five persons for election to the Board at the 2014 Annual Meeting (the “MPWMI Nomination Notice”, and together with the VICF Nomination Notice, the “Nomination Notices”).

On April 1, 2014, the Reporting Persons entered into a Solicitation Agreement, as further described in Item 6 below, pursuant to which they formed a group for the purpose of seeking the election of a combined slate of five director candidates to the Board at the 2014 Annual Meeting. The combined slate of director candidates includes John M. Climaco, Stanley B. Latacha, David W. Pointer, Robert J. Sarlls, and Dilip Singh, all of whom were previously nominated by either VICF or MPWMI (the “Combined Slate”).

On April 1, 2014, each of VICF and MPWMI delivered a letter to the Issuer supplementing their respective Nomination Notices and providing the Issuer with notice of the Reporting Persons’ intention to jointly solicit proxies in furtherance of the election of the Combined Slate.

On May 5, 2014, the current board of directors of the Issuer (the “Board”) expanded the Board from five to seven directors (the “Board Expansion”) and appointed Paul T. Davies and Leslie A. Ball to fill the vacancies resulting from the Board Expansion.

On May 14, 2014, in response to the Board Expansion, VICF delivered a letter to the Issuer nominating an additional two persons to the Combined Slate for election to the Board at the 2014 Annual Meeting.

The Reporting Persons intend to engage in discussions with management and the Board regarding the nomination and election of directors at the 2014 Annual Meeting and the composition of the Board, generally, as well as ways to enhance stockholder value.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation and in addition to the actions outlined above, continuing to engage in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 3,258,163 Shares outstanding, as of May 5, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 5, 2014.

VICF

(a)

As of the close of business on the date hereof, VICF directly owned 14,224 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 14,224

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,224

(c)

VICF has not entered into any transactions in the Shares during the past sixty days.

B.	VI Capital Management

(a)

VI Capital Management, as the general partner of VICF, may be deemed to beneficially own the 14,224 Shares owned directly by VICF.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 14,224

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,224

(c)

VI Capital Management has not entered into any transactions in the Shares during the past sixty days.

C.	David W. Pointer

(a)

Mr. Pointer, as the sole managing member of VI Capital Management, may be deemed to beneficially own the 14,224 Shares owned beneficially by VI Capital Management.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 14,224

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 14,224

(c)

Mr. Pointer has not entered into any transactions in the Shares during the past sixty days.

D.	Charles M. Gillman

(a)

As of the close of business on the date hereof, Mr. Gillman directly owned 22,500 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 22,500

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 22,500

4. Shared power to dispose or direct the disposition: 0

(c)

Mr. Gillman has not entered into any transactions in the Shares during the past sixty days.

E. MPWMI

(a)

MPWMI, as an investment advisor to and portfolio manager of the Accounts, may be deemed to beneficially own the shares of Common Stock owned directly by the Accounts. As of the date hereof, MPWMI directly owns 452 shares of Common Stock, and may be deemed to beneficially own 135,421 shares of Common Stock owned directly by the Accounts.

Percentage: Approximately 4.2%

(b)

1. Sole power to vote or direct vote: 452

2. Shared power to vote or direct vote: 135,421

3. Sole power to dispose or direct the disposition: 452

4. Shared power to dispose or direct the disposition: 135,421

(c)

The transactions in the Shares by MPWMI and the Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

F.	Jeffrey Geygan

(a)

As of the close of business as of the date hereof Mr. Geygan directly owned 2,640 Shares. Additionally, Mr. Geygan, as the President and Chief Executive Officer of MPWMI, may be deemed to beneficially own the 135,873 Shares owned beneficially by MPWMI.

Percentage: Approximately 4.3%

(b)

1. Sole power to vote or direct vote: 138,513

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 138,513

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Geygan during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

G.	William L. Lechtner

(a)

As of the close of business on the date hereof, Mr. Lechtner directly owned 50 Shares.

Percentage: Less than 1%

(b)

1. Sole power to vote or direct vote: 50

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 50

4. Shared power to dispose or direct the disposition: 0

(c)

The transactions in the Shares by Mr. Lechtner during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

H.	John M. Climaco, Stanley B. Latacha, Robert J. Sarlls, Dilip Singh and Mark D. Stolper

(a)

As of the close of business on the date hereof, none of Messrs. Climaco, Latacha, Sarlls and Singh own any Shares.

Percentage: 0%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 0

(c)

None of Messrs. Climaco, Latacha, Sarlls and Singh has entered into any transactions in the Shares during the past sixty days.

An aggregate of 175,287 Shares, constituting approximately 5.4% of the Shares outstanding, are reported in this Schedule 13D.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On May 14, 2014, the Reporting Persons entered into an Amended and Restated Solicitation Agreement in which, among other things, the Reporting Persons agreed (a) to form a group for the purpose of seeking representation on the Board at the 2014 Annual Meeting and taking all other actions to achieve the foregoing, and (b) to jointly solicit proxies for the election of the Combined Slate.

On May 14, 2014, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of this Joint Filing Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

99.1

Amended and Restated Solicitation Agreement by and among Milwaukee Private Wealth Management, Inc., VI Capital Fund, LP, VI Capital Management, LLC, David W. Pointer, Charles M. Gillman, John M. Climaco, Dilip Singh, Jeffrey Geygan, Stanley B. Latacha, Robert J. Sarlls, William L. Lechtner and Mark D. Stolper, dated May 14, 2014.

99.2

Joint Filing Agreement by and among Milwaukee Private Wealth Management, Inc., VI Capital Fund, LP, VI Capital Management, LLC, David W. Pointer, Charles M. Gillman, John M. Climaco, Dilip Singh, Jeffrey Geygan, Stanley B. Latacha, Robert J. Sarlls, William L. Lechtner and Mark D. Stolper, dated May 14, 2014.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

May 14, 2014

	MILWAUKEE PRIVATE WEALTH MANAGEMENT, INC.

	By:	/s/ Jeffrey Geygan
	Name:	Jeffrey Geygan
	Title:	President and Chief Executive Officer

	VI CAPITAL FUND, LP
	By VI Capital Management, LLC, its general partner

	By:	/s/ David W. Pointer
	Name:	David W. Pointer
	Title:	Managing Member

	VI CAPITAL MANAGEMENT, LLC

	By:	/s/ David W. Pointer
	Name:	David W. Pointer
	Title:	Managing Member

	/s/ David W. Pointer
	David W. Pointer

	/s/ Charles M. Gillman
	Charles M. Gillman

	/s/ John M. Climaco
	John M. Climaco

	/s/ Dilip Singh
	Dilip Singh

	/s/ Jeffrey Geygan
	Jeffrey Geygan

	/s/ Stanley B. Latacha
	Stanley B. Latacha

	/s/ Robert J. Sarlls
	Robert J. Sarlls

	/s/ William L. Lechtner
	William L. Lechtner

	/s/ Mark D. Stolper
	Mark D. Stolper

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/(Sale)

MILWAUKEE PRIVATE WEALTH MANAGEMENT, INC.

(Directly and through the Accounts)

838	$10.50	03/10/2014
500	$10.40	03/12/2014
90	$10.40	03/13/2014
11,996	$10.03	03/25/2014
8,700	$10.00	03/26/2014

JEFFREY R. GEYGAN
929	$10.00	03/26/2014

WILLIAM L. LECHTNER

$10.00

04/01/2014

EX-99.1 2 sc13d0514a1vicapex99i_alco.htm AMENDED AND RESTATED SOLICITATION sc13d0514a1vicapex99i_alco.htm

Exhibit 99.1

AMENDED AND RESTATED SOLICITATION AGREEMENT

This Amended and Restated Solicitation Agreement (this “Agreement”) is made and entered into as of May 14, 2014, by and among Milwaukee Private Wealth Management, Inc. (“MPWMI”), Jeffrey R. Geygan, Stanley B. Latacha, Robert J. Sarlls and William L. Lechtner (collectively with MPWMI, the “MPWMI Parties”), on the one hand, and VI Capital Fund, LP (“VICF”), VI Capital Management, LLC (“VI Capital Management”, and together with VICF, the “VI Capital Parties”), David W. Pointer, Charles M. Gillman, Dilip Singh, John M. Climaco and Mark D. Stolper (collectively with the VI Capital Parties, and the MPWMI Parties, the “Prior CAS Members”), on the other hand (each a “Party” to this Agreement, and collectively, the “Parties” or the “CAS Group”).

WHEREAS, MPWMI submitted a nomination letter to ALCO Stores, Inc. (the “Company”) on March 6, 2014 nominating a slate of five (5) director candidates to be elected to the Company’s board of directors (the “Board”) at the 2014 annual meeting of stockholders of the Company (the “2014 Annual Meeting”);

WHEREAS, VICF submitted a nomination letter to the Company on February 14, 2014, as supplemented on March 4, 2014 (the “VICF Nomination Letter”) nominating a slate of five (5) director candidates to be elected to the Board at the 2014 Annual Meeting;

WHEREAS, the Prior CAS Members entered into that certain Solicitation Agreement dated as of April 1, 2014 (the “Prior Agreement”) pursuant to which they determined to jointly solicit proxies for the election of the following slate of duly nominated candidates at the 2014 Annual Meeting: John M. Climaco, Stanley B. Latacha, David W. Pointer, Robert J. Sarlls and Dilip Singh (the “Prior Nominees”);

WHEREAS, on May 5, 2014, the current Board of the Company expanded the Board from 5 to 7 directors and voted to appoint Paul T. Davies and Leslie A. Ball to fill the vacancies (the “Board Expansion”);

WHEREAS, in response to the Board Expansion, VICF submitted to the Company a supplement to the VICF Nomination Letter to add William L. Lechtner and Mark D. Stolper (the “Additional Nominees”, and together with the Prior Nominees, the “CAS Nominees”) as nominees to its slate of director nominees for which the CAS Group shall solicit proxies for election to the Board at the 2014 Annual Meeting; and

WHEREAS, the Parties hereto desire to amend and restate the Prior Agreement to include the Additional Nominees as members of the CAS Group.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants, representations, warranties and agreements set forth herein, and intending to be legally bound hereby, the Parties to this Agreement hereby agree as follows:

1. Each Party agrees to the joint filing of a proxy statement, including any amendments thereto, with the Securities and Exchange Commission in furtherance of the election of the CAS Nominees at the 2014 Annual Meeting. Each member of the CAS Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. Each Party agrees to form the CAS Group for the purposes of (i) seeking the election of the CAS Nominees to the Board at the 2014 Annual Meeting, (ii) taking all other action necessary to achieve the foregoing and (iii) taking any other actions the CAS Group determines to undertake in connection with the CAS Group members’ respective investment in the Company.

3. The VI Capital Parties, David W. Pointer and Charles M. Gillman (collectively, the “CAS Group Leader”) shall have the right to pre-approve all expenses incurred in connection with the CAS Group’s solicitation activities set forth in Section 2 and the CAS Group Leader agrees to pay directly all such pre-approved expenses incurred by the CAS Group. The CAS Group Leader shall not be responsible for the legal fees and expenses of MPWMI, provided that in the event that the CAS Group is successful in electing one or more of the CAS Nominees to the Board, the CAS Group shall seek reimbursement for MPWMI’s legal fees and expenses from the Company.

4. Each of the Parties hereto agrees that any SEC filing, press release, Company communication or stockholder communication proposed to be made or issued by the CAS Group or any member of the CAS Group in connection with the CAS Group’s activities shall be as directed by the CAS Group Leader. The CAS Group Leader will provide notice to and a reasonable opportunity for each of the undersigned to review and comment upon any SEC filing, press release, Company communication, stockholder communication, or any proposed agreement or negotiating position with respect to the Company. In the absence of disagreement, the CAS Group Leader shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the CAS Group. The Parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the CAS Group concerning decisions to be made, actions to be taken or statements to be made in connection with the CAS Group’s activities. The Parties further agree to work in good faith with respect to decisions relating to the content and timing of public or private communications and negotiating positions taken on behalf of the CAS Group. Any settlement agreement or similar agreement between the CAS Group and the Company shall require the prior unanimous consent of all members of the CAS Group.

5. The relationship of the Parties hereto shall be limited to carrying on the business of the CAS Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws and the provisions of this Agreement.

6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

7. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

8. This Agreement represents the entire agreement among the Parties and supersedes any prior oral or written agreements among the Parties concerning the subject matter hereof, including, but not limited to the Prior Agreement.

9. Any party hereto may terminate its obligations under this Agreement on 24 hours’ prior written notice to all other Parties, with a copy by fax to:

if to VI Capital Parties or Concerned ALCO Stockholders:

c/o VI Capital Management, LLC

PO Box 402

Newman Lake, WA 99025

Attention: David W. Pointer

Email: dave@vicapitalmanagement.com

if to MPWMI:

1500 W. Market Street

Suite 250

Mequon, WI 53092

Attention: Jeffrey Geygan

Email: jeff.geygan@mpwmi.com

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

	MILWAUKEE PRIVATE WEALTH MANAGEMENT, INC.

	By:	/s/ Jeffrey Geygan
	Name:	Jeffrey Geygan
	Title:	President and Chief Executive Officer

	VI CAPITAL FUND, LP
	By VI Capital Management, LLC, its general partner

	By:	/s/ David W. Pointer
	Name:	David W. Pointer
	Title:	Managing Member

	VI CAPITAL MANAGEMENT, LLC

	By:	/s/ David W. Pointer
	Name:	David W. Pointer
	Title:	Managing Member

	/s/ David W. Pointer
	David W. Pointer

	/s/ Charles M. Gillman
	Charles M. Gillman

	/s/ John M. Climaco
	John M. Climaco

	/s/ Dilip Singh
	Dilip Singh

	/s/ Jeffrey Geygan
	Jeffrey Geygan

	/s/ Stanley B. Latacha
	Stanley B. Latacha

	/s/ Robert J. Sarlls
	Robert J. Sarlls

	/s/ William L. Lechtner
	William L. Lechtner

	/s/ Mark D. Stolper
	Mark D. Stolper

[Signature Page to Amended and Restated Solicitation Agreement]

EX-99.2 3 sc13d0514a1vicapex99ii_alco.htm JOINT FILING AGREEMENT sc13d0514a1vicapex99ii_alco.htm

Exhibit 99.2

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to securities of ALCO Stores, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

May 14, 2014

	MILWAUKEE PRIVATE WEALTH MANAGEMENT, INC.

	By:	/s/ Jeffrey Geygan
	Name:	Jeffrey Geygan
	Title:	President and Chief Executive Officer

	VI CAPITAL FUND, LP
	By VI Capital Management, LLC, its general partner

	By:	/s/ David W. Pointer
	Name:	David W. Pointer
	Title:	Managing Member

	VI CAPITAL MANAGEMENT, LLC

	By:	/s/ David W. Pointer
	Name:	David W. Pointer
	Title:	Managing Member

	/s/ David W. Pointer
	David W. Pointer

	/s/ Charles M. Gillman
	Charles M. Gillman

	/s/ John M. Climaco
	John M. Climaco

	/s/ Dilip Singh
	Dilip Singh

	/s/ Jeffrey Geygan
	Jeffrey Geygan

	/s/ Stanley B. Latacha
	Stanley B. Latacha

	/s/ Robert J. Sarlls
	Robert J. Sarlls

	/s/ William L. Lechtner
	William L. Lechtner

	/s/ Mark D. Stolper
	Mark D. Stolper