SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
___________________
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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.
2701 Summer Street,
Suite 200
Stamford, CT 06905
(203) 363-2270
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
October 15, 1996
(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 [ ] .
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
1,017,134
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,017,134
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,134
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)
20.0% (19.2% on a fully-diluted basis)
14. TYPE OF REPORTING PERSON*
EP
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
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
1,017,134
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,017,134
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,134
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)
20.0% (19.2% on a fully-diluted basis)
14. TYPE OF REPORTING PERSON*
IA, CO
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
1,017,134
9. SOLE DISPOSITIVE POWER
None
10. SHARED DISPOSITIVE POWER
1,017,134
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,134
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)
20.0% (19.2% on a fully-diluted basis)
14. TYPE OF REPORTING PERSON*
IA, CO
This Statement on Schedule 13D is a joint filing 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 a joint
filing dated September 18, 1996 by KPERS, KDF, PAI and Portfolio.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock of Duckwall-Alco
Stores, Inc. (the "Company"), par value $.01 per share. The address of
the Company's
principal office is 401 Cottage Street, Abilene, Kansas 67410.
Item 2. Identity and Background
(a-c,f) This Schedule 13D is filed by KPERS, KDF, PAI and
Portfolio. KPERS is an instrumentality of the State of Kansas with a
business address of 400 Southwest Eighth Avenue, Suite 200, Topeka, KS
66603-3925. KPERS is an umbrella organization which administers funds
for members of participating public employers to provide for their
retirement, death or termination of employment. KDF is a nominee
partnership, acting by and on behalf of KPERS as its nominee. KDF's
address is c/o Boston Safe Deposit & Trust Co., One Cabot Road, Medford,
MA 02155. The business address of KDF's partners is the same as that
of KDF. PAI is a corporation organized under the laws of the State of
Ohio and its business address is Bank One Towers, 8044 Montgomery Road,
Suite 382, Cincinnati, OH 45236. PAI is engaged in business as a
registered investment advisor. Portfolio is a corporation organized
under the laws of the State of Delaware and its business address is 760
Hopmeadow Street, P.O. Box 689, Simsbury CT 06070-0689. Portfolio is
engaged in business to render investment advisory services.
Pursuant to an Investment Advisory Agreement (the "Agreement") dated
August 7, 1996 between KPERS, PAI, and Portfolio (incorporated by
reference as Schedule A to Amendment No. 1 on Schedule 13-D filed by
KPERS, KDF, PAI and Portfolio on September 18, 1996), PAI and Portfolio
are responsible for managing KPERS's investment in the Company. Under
the terms of the Agreement, KPERS, PAI and Portfolio have shared voting
and dispositive power over securities beneficially owned by KPERS and
held of record by KDF, a nominee without dispositive powers.
(d) During the last five years neither KPERS, KDF, PAI and
Portfolio, nor any of their officers, partners, directors or trustees
have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years neither KPERS, KDF, PAI nor
Portfolio, nor any of their officers, partners, directors or trustees
were a party to a civil proceeding as a result of which a judgment or
final order was entered enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws.
Item 3. Source and Amounts of Funds and Other Consideration
No funds have been used in the acquisition of beneficial ownership
by the parties since the reorganization on May 29, 1991 (see Item 4
below).
Item 4. Purpose of Transaction
On October 15, 1996, PAI, Portfolio and KPERS sold 154,203 common
shares of the Company owned by KPERS in connection with a public
offering by the Company. This sale, combined with the sale of newly
issued common shares by the Company, reduced KPERS' fully-diluted
ownership percentage from 27.9% to 19.2%. Except as mentioned above,
PAI, Portfolio and KPERS have no plans or proposals which relate to or
would result in any of the following.
(a) The acquisition or disposition of the securities of the
Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
or control of the
issues by any person;
(h) Causing a class of securities of the Company to be
delisted from a
national securities exchange or to cease to be authorized to be quoted
in an interdealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(j) any action similar to any of those enumerated above.
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 1,017,134 common shares, or 20.0% of all issued and
outstanding common shares. This represents 19.2% ownership on a fully-
diluted basis.
(b) KPERS, PAI and Portfolio share the power pursuant to the
Agreement (i) to cause KDF to dispose of the 1,017,134 common shares;
and (ii) to vote any common shares currently owned.
(c) None.
(d) None.
(e) None.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Information respective to Item 6 is set forth in Item 2 above.
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
October 21, 1996
Date
/s/Robert L. Woodard
Signature
Chief Investment Officer
Title
KDF, A MASSACHUSETTS NOMINEE
PARTNERSHIP
October 21, 1996
Date
/s/Maria Serra
Signature
General Partner
Title
PACHOLDER ASSOCIATES, INC.
October 21, 1996
Date
/s/William J. Morgan
Signature
President
Title
PORTFOLIO ADVISORS, INC.
October 21, 1996
Date
/s/Brian P. Murphy
Signature
Director
Title
