-----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, FKDn74iWI4pt5RkL1RtdpjyIS5KXCnk60tRuxMv/B4msQJYhWhMCClsFnz+WIBYU OKtAukOpl7LGzz06BXdKUw== 0000928121-98-000005.txt : 19980810 0000928121-98-000005.hdr.sgml : 19980810 ACCESSION NUMBER: 0000928121-98-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980807 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUCKWALL ALCO STORES INC CENTRAL INDEX KEY: 0000030302 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 480201080 STATE OF INCORPORATION: KS FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43827 FILM NUMBER: 98680016 BUSINESS ADDRESS: STREET 1: 401 COTTAGE STREET CITY: ABILENE STATE: KS ZIP: 67410-0129 BUSINESS PHONE: 9132633350 MAIL ADDRESS: STREET 1: DUCKWALL ALCO STORES INC STREET 2: 401 COTTAGE CITY: ABILENE STATE: KS ZIP: 67410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACHOLDER ASSOCIATES INC CENTRAL INDEX KEY: 0000928121 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 311089398 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8044 MONTGOMERY RD STE 382 CITY: CINCINNATI STATE: OH ZIP: 45236 BUSINESS PHONE: 5139853200 MAIL ADDRESS: STREET 1: 8044 MONTGOMERY RD STE 382 CITY: CINCINNATI STATE: OH ZIP: 45236 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________ SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Duckwall-Alco Stores, Inc. - -------------------------------- (NAME OF ISSUER) Common Stock, par value $.01 per share - ---------------------------------------- (TITLE OF CLASS OF SECURITIES) 264142100 - --------------------------------- (CUSIP NUMBER) Mr. Robert L. Woodard Kansas Public Employees Retirement System 400 SW 8th, Suite 200 Topeka, KS 66603-3925 (913) 296-6666 Mr. William J. Morgan Pacholder Associates, Inc. 8044 Montgomery Road, Suite 382 Cincinnati, OH 45236 (513) 985-3200 Mr. Brian P. Murphy Portfolio Advisors, Inc. 9 Old Kings Highway South P.O. Box 1224 Darien, CT 06820 (203) 662-3459 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) August 3, 1998 (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 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 box [ ]. Check the following box if a fee is being paid with this statement [ ]. [PAGE] 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Kansas Public Employees Retirement System; IRS Tax ID #48-0944170 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Kansas 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 672,000 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 672,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 672,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% 14. TYPE OF REPORTING PERSON* EP [PAGE] 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS K.D.F. a Massachusetts Nominee Partnership; IRS Tax ID #48-0930440 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3.SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Massachusetts 7. SOLE VOTING POWER None 8. SHARED VOTING POWER None 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER None 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14. TYPE OF REPORTING PERSON* PN [PAGE] 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Pacholder Associates, Inc.; IRS Tax ID #31-1089398 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Ohio 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 672,000 sh 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 672,000 sh 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 672,000 sh 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% 14. TYPE OF REPORTING PERSON* IA, CO [PAGE] 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Portfolio Advisors, Inc.; IRS Tax ID #06-1393720 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] Not Applicable 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware 7. SOLE VOTING POWER None 8. SHARED VOTING POWER 672,000 9. SOLE DISPOSITIVE POWER None 10. SHARED DISPOSITIVE POWER 672,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 672,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2% 14. TYPE OF REPORTING PERSON* IA, CO [PAGE] This Amendment No. 5 to Schedule 13-D is filed by the Kansas Public Employees Retirement System ("KPERS"), K.D.F., a Massachusetts Nominee Partnership ("KDF"), Pacholder Associates, Inc. ("PAI") and Portfolio Advisors, Inc. ("Portfolio"). This filing is an Amendment to previous joint filings by KPERS, KDF, PAI and Portfolio. Items not included in this Amendment are either not amended or not applicable. Item 4. Purpose of Transaction The common shares that are the subject of this filing are deemed to be held by "controlling persons," as defined by the Securities Act of 1933. As such, sales of the common stock are limited pursuant to Rule 144. On July 31, 1998, an agreement was reached between the filers of this amendment and J.K.M. Investments, whereby 200,000 shares were to be sold for $18.00 per share in a private transaction subject to Rule 144. The transaction was completed on August 3, 1998. Item 5. Interest in Securities of the Company (a) Pursuant to the Agreement, KPERS, PAI, and Portfolio must jointly agree on any voting or dispositive action on securities beneficially owned by KPERS. Currently, KPERS, PAI, and Portfolio beneficially own 672,000 common shares, or 13.2% of all issued and outstanding common shares. (b) KPERS, PAI, and Portfolio share the power pursuant to the Agreement (i) to cause KDF to dispose of the 672,000 common shares, and (ii) to vote any common shares currently owned. (c) On August 3, 1998, the filers sold 200,000 shares pursuant to Section 4(i) of the Securities Act of 1933 (see Item 4 above). (d) None. (e) None. [PAGE] 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. KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM Date: August 7, 1998 /s/Robert L. Woodard Signature Chief Investment Officer Title KDF, A MASSACHUSETTS NOMINEE PARTNERSHIP Date: August 7, 1998 /s/Maria Serra Signature General Partner Title PACHOLDER ASSOCIATES, INC. Date: August 7, 1998 /s/William J. Morgan Signature President Title PORTFOLIO ADVISORS, INC. Date: August 7, 1998 /s/Brian P. Murphy Signature Director Title -----END PRIVACY-ENHANCED MESSAGE-----