<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Duckwall Alco Stores Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
264142100
- --------------------------------------------------------------------------------
(CUSIP Number)
Richard A. Mansfield
Duckwall Alco Stores Inc.
401 Cottage Street
Abilene, KS 67410-0129
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 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 (S)(S) 240.13d-1(f) or 240.13d-1(g), check the following
box. [_]
* 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 the
disclosures provided in a prior cover page.
The information required in 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 ("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).
<PAGE>
SCHEDULE 13D
------------
CUSIP No. 264142100
---------------
1. Names of Reporting Person(s) Jeffrey Macke
I.R.S. Identification Nos. of Above Persons (entities only)
2. Check The Appropriate Box If A Member Of A Group*
(a) [ ]
(b) [_]
3. Sec Use Only
4. Source Of Funds
PF and OO
5. Check If Disclosure Of Legal Proceedings Is Required Pursuant To Items 2(D)
Or 2(E) [_]
6. Citizenship Or Place Of Organization United States Citizen
7. Sole Voting Power 446,300
Number Of
Shares
Beneficially 8. Shared Voting Power 0
Owned By
Each
Reporting 9. Sole Dispositive Power 446,300
Person
With
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned By Each Reporting Person
446,300
12. Check If The Aggregate Amount In Row (11) Excludes Certain Shares
[_]
13. Percent Of Class Represented By Amount In Row (11)
8.7%
14. Type Of Reporting Person
IN
<PAGE>
INTRODUCTION
The reporting person named in Item 2 below has been granted beneficial
ownership, as defined in Rule 13d-3, of all the shares being reported on this
Schedule 13D by the following individuals or entities:
JKM Investments, LLC; Melissa K. Macke; Michael J. Macke; Kenneth A. Macke;
Macke Limited Partnership; the Kenneth A. Macke Trust; and Kathleen Macke,
collectively hereinafter referred to as (the "Macke Parties"). See Item 6,
Item 7 and Exhibits for this Schedule 13D for additional information
relating to the arrangements and agreements between the Macke Parties and
the Reporting Person.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, $.01 par value (the "Common
Stock") of Duckwall Alco Stores Inc., a Kansas corporation (the "Issuer"), whose
principal exeuctive offices are located at 401 Cottage Street, Abilene, KS
67410.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Jeffrey Macke
(b) Business Address: 2401 Vallejo Street, San Francisco, CA 94123
(c) Present principal occupation or employment and business name and adress:
Investment Manager, JKM Investments, LLC, 2401 Vallejo Street, San
Francisco, CA 94123
(d) Convictions in the last 5 years: None
(e) Securities law violations in the last 5 years: None
(f) Citizenship: United States Citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of July 31, 1998, the Macke Parties entered into a stock agreement with
K.D.F., a Massachusetts Nominee Partnership to purchased an additional 200,000
shares of Common Stock for $18.00 per share for an aggregate purchase price of
$3,600,000. All funds for the acquisition of the Common Stock of the Issuer were
personal investment funds of the Macke Parties or borrowed by the Macke Parties
under ordinary margin lending arrangements with National Banc Montgomery
Securities.
ITEM 4. PURPOSE OF TRANSACTION.
The shares covered by this Schedule 13D are being held for investment purposes.
Depending upon a continuing assessment and upon future developments, the
reporting person may determine, from time to time or at any time, to purchase
additional shares of the Issuer or to sell or otherwise dispose of some of the
shares. Other than in his capacity as a possible future member of the Board of
Directors of the Issuer, the reporting person has no plans which relate to or
would result in: (a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(b) A sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (c) Any change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board (other then stated
above); (d) Any material change in the present capitalization or dividend policy
of the Issuer; (e) Any other material change in the Issuer's business or
corporate structure; (f) Changes in the Issuer's corporate charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (g) Causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (h) A class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (i) Any action similar to
any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The reporting person beneficially owns an aggregate of 446,300 shares,or
8.7% of the outstanding Common Stock of the Issuer. The percentage outstanding
Common Stock reported in this Item 5 are based on the assumption that there are
5,119,761 shares of Common Stock outstanding, which is the number of outstanding
shares set forth on the Issuer's quarterly report or Form 10Q, filed with the
SEC as of June 11, 1998 for the quarter ended May 3, 1998.
(b) The reporting person has sole voting and dispositive power over the shares
being reported. The responses of the reporting person to Items (7) through (11)
of the cover page relating to his beneficial ownership of the Common Stock of
the Issuer are incorporated herein by reference.
(c) In addition to the 200,000 shares purchased as of July 31, 1998 discussed
in Item (3) above the reporting person and the Macke Parties have acquired an
aggregate of 5,500 shares of Common Stock of the Issuer in the past sixty days.
(d.) Each of the persons or entities comprising the Macke Parties has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock of the Issuer for which they have a
financial interest. The financial interests of the reporting person and the
Macke Parties are set forth on Exhibit H of the Schedule 13-D and incorporated
herein by reference.
(e) Not applicable.
<PAGE>
ITEMS 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Jeffrey Macke has beneficial ownership under Rule 13d-3 for the Common Stock of
the Issuer being reported on this Schedule 13D. As of July 27, 1998, each of the
Macke Parties entered into an agreement with Jeffrey Macke granting him sole
voting and investment power over the Common Stock they own or may purchase or
acquire in the future. The Custodianship, Irrevocable Proxy and Power of
Attorney Agreements between Jeffrey Macke and each of the Macke Parties are
hereto attached as Exhibits A - G to this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Custodianship, Irrevocable Proxy and Power of Attorney Agreement between Jeffrey
Macke dated as of July 27, 1998:
Exhibit
-------
A Custodian, Irrevocable Proxy and Power of Attorney granted
by JKM Investments, LLC
B Custodian, Irrevocable Proxy and Power of Attorney granted
by Melissa K. Macke
C Custodian, Irrevocable Proxy and Power of Attorney granted
by Michael J. Macke
D Custodian, Irrevocable Proxy and Power of Attorney granted
by Kenneth A. Macke
E Custodian, Irrevocable Proxy and Power of Attorney granted
by Macke Limited Partnership
F Custodian, Irrevocable Proxy and Power of Attorney granted
by the Kenneth A. Macke Trust
G Custodian, Irrevocable Proxy and Power of Attorney granted
by Kathleen Macke
H Summary of financial ownership of the Common Stock of the
Issuer
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true and complete.
Dated: August 7, 1998 /S/ Jeffrey Macke
-----------------------------------
Jeffrey Macke
<PAGE>
EXHIBIT INDEX
Exhibit Letter Description of Exhibit
-------------- ----------------------
A Custodian, Irrevocable Proxy and Power of Attorney granted
by JKM Investments, LLC
B Custodian, Irrevocable Proxy and Power of Attorney granted
by Melissa K. Macke
C Custodian, Irrevocable Proxy and Power of Attorney granted
by Michael J. Macke
D Custodian, Irrevocable Proxy and Power of Attorney granted
by Kenneth A. Macke
E Custodian, Irrevocable Proxy and Power of Attorney granted
by Macke Limited Partnership
F Custodian, Irrevocable Proxy and Power of Attorney granted
by the Kenneth A. Macke Trust
G Custodian, Irrevocable Proxy and Power of Attorney granted
by Kathleen Macke
H Summary of financial ownership of the Common Stock of the
Issuer
<PAGE>
EXHIBIT A
Mr. Jeffrey Macke
2401 Vallejo Street
San Francisco, California 94123
RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY
Dear Mr. Macke:
The undersigned hereby appoints you, effective as of the date of this
letter, as the undersigned's sole and exclusive custodian, proxy and
attorney-in-fact, with full power of assignment, delegation and substitution by
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or
indirectly, on the date of this letter or may acquire from time to time after
the date of this letter (whether such shares acquired after the date hereof are
acquired by you on the undersigned's behalf using the powers granted to you by
this letter or the undersigned otherwise acquires such shares). All such shares
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment,
the undersigned hereby specifically agrees as follows:
1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner
as you deem appropriate (including without limiting the foregoing, holding
physical certificates in the name of the undersigned, holding such certificates
in your own name, holding such certificates in the name of such nominee or
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,
depositories or others) as part of an indirect holding system, and changing
arrangements for holding such certificates as you deem appropriate).
2. PROXY. The undersigned authorizes and directs you to act as the
undersigned's proxy with respect to the Shares and to vote all Shares in such
amount and in such manner as you in your sole and absolute discretion deem
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting
the Shares, calling meetings and making proposals with regard to the Shares in
such manner as you in your sole and absolute discretion deem appropriate.
3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and
authority to acquire Shares on behalf of the undersigned, to the extent the
<PAGE>
undersigned provides funds to you for such purpose, at such price and on such
terms and at such times as you in your sole and absolute discretion deem
appropriate. The undersigned authorizes and directs you to act as the
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds
derived therefrom to an account designated by the undersigned in such manner as
you may deem appropriate, at such price and on such terms and at such times as
you in your sole and absolute discretion deem appropriate.
4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as
custodian, proxy and attorney-in-fact contained herein shall include the power
and authority for you to sign any and all documents and take any and all other
actions in the name or otherwise on behalf of the undersigned as you in your
sole and exclusive discretion deem necessary and appropriate in order to carry
out the purposes of this letter and the authority conveyed to you hereby.
5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the
undersigned shall maintain no power to vote or dispose of the Shares while this
appointment is in effect.
6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and
agrees that this appointment is given in exchange for good and valuable
consideration sufficient to the undersigned for all legal purposes.
Consequently, the undersigned agrees that this appointment is irrevocable and
may only be terminated or modified by the written agreement of both the
undersigned and you.
7. MISCELLANEOUS
(A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this appointment is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.
(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
A-2
<PAGE>
(D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an
instrument in writing signed by both you and the undersigned. No course of
dealing between you and the undersigned will modify, amend, waive or terminate
any provision of this appointment or any rights or obligations of any party
under or by reason of this appointment.
(E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when received. Any
party may change the address set forth herein by notice to each other party
given as provided herein.
(F) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this appointment shall be governed by
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.
(G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares
carried out by you on behalf of the undersigned.
Dated: July 27, 1998 JKM INVESTMENTS, LLC
By /s/ Jeffrey Macke
-------------------------------
Its Investment manager
-------------------------------
ADDRESS
2401 Vallejo Street
-----------------------------------
San Franciso, CA 94123
-----------------------------------
Acknowledged and agreed effective
as of July 27, 1998:
/s/Jeffrey Mack
- ----------------------------------
Jeffrey Macke
A-3
<PAGE>
EXHIBIT B
Mr. Jeffrey Macke
2401 Vallejo Street
San Francisco, California 94123
RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY
Dear Mr. Macke:
The undersigned hereby appoints you, effective as of the date of this
letter, as the undersigned's sole and exclusive custodian, proxy and
attorney-in-fact, with full power of assignment, delegation and substitution by
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or
indirectly, on the date of this letter or may acquire from time to time after
the date of this letter (whether such shares acquired after the date hereof are
acquired by you on the undersigned's behalf using the powers granted to you by
this letter or the undersigned otherwise acquires such shares). All such shares
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment,
the undersigned hereby specifically agrees as follows:
1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner
as you deem appropriate (including without limiting the foregoing, holding
physical certificates in the name of the undersigned, holding such certificates
in your own name, holding such certificates in the name of such nominee or
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,
depositories or others) as part of an indirect holding system, and changing
arrangements for holding such certificates as you deem appropriate).
2. PROXY. The undersigned authorizes and directs you to act as the
undersigned's proxy with respect to the Shares and to vote all Shares in such
amount and in such manner as you in your sole and absolute discretion deem
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting
the Shares, calling meetings and making proposals with regard to the Shares in
such manner as you in your sole and absolute discretion deem appropriate.
3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and
<PAGE>
authority to acquire Shares on behalf of the undersigned, to the extent the
undersigned provides funds to you for such purpose, at such price and on such
terms and at such times as you in your sole and absolute discretion deem
appropriate. The undersigned authorizes and directs you to act as the
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds
derived therefrom to an account designated by the undersigned in such manner as
you may deem appropriate, at such price and on such terms and at such times as
you in your sole and absolute discretion deem appropriate.
4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as
custodian, proxy and attorney-in-fact contained herein shall include the power
and authority for you to sign any and all documents and take any and all other
actions in the name or otherwise on behalf of the undersigned as you in your
sole and exclusive discretion deem necessary and appropriate in order to carry
out the purposes of this letter and the authority conveyed to you hereby.
5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the
undersigned shall maintain no power to vote or dispose of the Shares while this
appointment is in effect.
6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and
agrees that this appointment is given in exchange for good and valuable
consideration sufficient to the undersigned for all legal purposes.
Consequently, the undersigned agrees that this appointment is irrevocable and
may only be terminated or modified by the written agreement of both the
undersigned and you.
7. MISCELLANEOUS
(A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this appointment is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.
(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
B-2
<PAGE>
(D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an
instrument in writing signed by both you and the undersigned. No course of
dealing between you and the undersigned will modify, amend, waive or terminate
any provision of this appointment or any rights or obligations of any party
under or by reason of this appointment.
(E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when received. Any
party may change the address set forth herein by notice to each other party
given as provided herein.
(F) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this appointment shall be governed by
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.
(G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares
carried out by you on behalf of the undersigned.
Dated: July 27, 1998 /s/ Melissa K. Macke
-----------------------------------
Melissa K. Macke
ADDRESS
1655 Fox Street
Orono, MN 55399
Acknowledged and agreed effective
as of July 27, 1998:
/s/ Jeffrey Macke
- ----------------------------------
Jeffrey Macke
B-3
<PAGE>
EXHIBIT C
Mr. Jeffrey Macke
2401 Vallejo Street
San Francisco, California 94123
RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY
Dear Mr. Macke:
The undersigned hereby appoints you, effective as of the date of this
letter, as the undersigned's sole and exclusive custodian, proxy and
attorney-in-fact, with full power of assignment, delegation and substitution by
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or
indirectly, on the date of this letter or may acquire from time to time after
the date of this letter (whether such shares acquired after the date hereof are
acquired by you on the undersigned's behalf using the powers granted to you by
this letter or the undersigned otherwise acquires such shares). All such shares
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment,
the undersigned hereby specifically agrees as follows:
1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner
as you deem appropriate (including without limiting the foregoing, holding
physical certificates in the name of the undersigned, holding such certificates
in your own name, holding such certificates in the name of such nominee or
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,
depositories or others) as part of an indirect holding system, and changing
arrangements for holding such certificates as you deem appropriate).
2. PROXY. The undersigned authorizes and directs you to act as the
undersigned's proxy with respect to the Shares and to vote all Shares in such
amount and in such manner as you in your sole and absolute discretion deem
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting
the Shares, calling meetings and making proposals with regard to the Shares in
such manner as you in your sole and absolute discretion deem appropriate.
3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and
authority to acquire Shares on behalf of the undersigned, to the extent the
<PAGE>
undersigned provides funds to you for such purpose, at such price and on such
terms and at such times as you in your sole and absolute discretion deem
appropriate. The undersigned authorizes and directs you to act as the
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds
derived therefrom to an account designated by the undersigned in such manner as
you may deem appropriate, at such price and on such terms and at such times as
you in your sole and absolute discretion deem appropriate.
4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as
custodian, proxy and attorney-in-fact contained herein shall include the power
and authority for you to sign any and all documents and take any and all other
actions in the name or otherwise on behalf of the undersigned as you in your
sole and exclusive discretion deem necessary and appropriate in order to carry
out the purposes of this letter and the authority conveyed to you hereby.
5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the
undersigned shall maintain no power to vote or dispose of the Shares while this
appointment is in effect.
6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and
agrees that this appointment is given in exchange for good and valuable
consideration sufficient to the undersigned for all legal purposes.
Consequently, the undersigned agrees that this appointment is irrevocable and
may only be terminated or modified by the written agreement of both the
undersigned and you.
7. MISCELLANEOUS
(A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this appointment is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.
(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
C-2
<PAGE>
(D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an
instrument in writing signed by both you and the undersigned. No course of
dealing between you and the undersigned will modify, amend, waive or terminate
any provision of this appointment or any rights or obligations of any party
under or by reason of this appointment.
(E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when received. Any
party may change the address set forth herein by notice to each other party
given as provided herein.
(F) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this appointment shall be governed by
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.
(G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares
carried out by you on behalf of the undersigned.
Dated: July 27, 1998 /s/ Michael J. Macke
-----------------------------------
Michael J. Macke
ADDRESS
5602 500 W.
Moab, UT 84544
Acknowledged and agreed effective
as of July 27, 1998:
/s/ Jeffrey Macke
- ----------------------------------
Jeffrey Macke
C-3
<PAGE>
EXHIBIT D
Mr. Jeffrey Macke
2401 Vallejo Street
San Francisco, California 94123
RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY
Dear Mr. Macke:
The undersigned hereby appoints you, effective as of the date of this
letter, as the undersigned's sole and exclusive custodian, proxy and
attorney-in-fact, with full power of assignment, delegation and substitution by
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or
indirectly, on the date of this letter or may acquire from time to time after
the date of this letter (whether such shares acquired after the date hereof are
acquired by you on the undersigned's behalf using the powers granted to you by
this letter or the undersigned otherwise acquires such shares). All such shares
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment,
the undersigned hereby specifically agrees as follows:
1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner
as you deem appropriate (including without limiting the foregoing, holding
physical certificates in the name of the undersigned, holding such certificates
in your own name, holding such certificates in the name of such nominee or
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,
depositories or others) as part of an indirect holding system, and changing
arrangements for holding such certificates as you deem appropriate).
2. PROXY. The undersigned authorizes and directs you to act as the
undersigned's proxy with respect to the Shares and to vote all Shares in such
amount and in such manner as you in your sole and absolute discretion deem
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting
the Shares, calling meetings and making proposals with regard to the Shares in
such manner as you in your sole and absolute discretion deem appropriate.
3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and
authority to acquire Shares on behalf of the undersigned, to the extent the
<PAGE>
undersigned provides funds to you for such purpose, at such price and on such
terms and at such times as you in your sole and absolute discretion deem
appropriate. The undersigned authorizes and directs you to act as the
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds
derived therefrom to an account designated by the undersigned in such manner as
you may deem appropriate, at such price and on such terms and at such times as
you in your sole and absolute discretion deem appropriate.
4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as
custodian, proxy and attorney-in-fact contained herein shall include the power
and authority for you to sign any and all documents and take any and all other
actions in the name or otherwise on behalf of the undersigned as you in your
sole and exclusive discretion deem necessary and appropriate in order to carry
out the purposes of this letter and the authority conveyed to you hereby.
5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the
undersigned shall maintain no power to vote or dispose of the Shares while this
appointment is in effect.
6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and
agrees that this appointment is given in exchange for good and valuable
consideration sufficient to the undersigned for all legal purposes.
Consequently, the undersigned agrees that this appointment is irrevocable and
may only be terminated or modified by the written agreement of both the
undersigned and you.
7. MISCELLANEOUS
(A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this appointment is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.
(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
D-2
<PAGE>
(D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an
instrument in writing signed by both you and the undersigned. No course of
dealing between you and the undersigned will modify, amend, waive or terminate
any provision of this appointment or any rights or obligations of any party
under or by reason of this appointment.
(E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when received. Any
party may change the address set forth herein by notice to each other party
given as provided herein.
(F) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this appointment shall be governed by
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.
(G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares
carried out by you on behalf of the undersigned.
Dated: July 27, 1998 /s/ Kenneth A. Macke
-----------------------------------
Kenneth A. Macke
ADDRESS
5506 Wayzata Blvd.
Orono, MN 55391
Acknowledged and agreed effective
as of July 27, 1998:
/s/ Jeffrey Macke
- ----------------------------------
Jeffrey Macke
D-3
<PAGE>
EXHIBIT E
Mr. Jeffrey Macke
2401 Vallejo Street
San Francisco, California 94123
RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY
Dear Mr. Macke:
The undersigned hereby appoints you, effective as of the date of this
letter, as the undersigned's sole and exclusive custodian, proxy and
attorney-in-fact, with full power of assignment, delegation and substitution by
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or
indirectly, on the date of this letter or may acquire from time to time after
the date of this letter (whether such shares acquired after the date hereof are
acquired by you on the undersigned's behalf using the powers granted to you by
this letter or the undersigned otherwise acquires such shares). All such shares
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment,
the undersigned hereby specifically agrees as follows:
1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner
as you deem appropriate (including without limiting the foregoing, holding
physical certificates in the name of the undersigned, holding such certificates
in your own name, holding such certificates in the name of such nominee or
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,
depositories or others) as part of an indirect holding system, and changing
arrangements for holding such certificates as you deem appropriate).
2. PROXY. The undersigned authorizes and directs you to act as the
undersigned's proxy with respect to the Shares and to vote all Shares in such
amount and in such manner as you in your sole and absolute discretion deem
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting
the Shares, calling meetings and making proposals with regard to the Shares in
such manner as you in your sole and absolute discretion deem appropriate.
3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and
authority to acquire Shares on behalf of the undersigned, to the extent the
<PAGE>
undersigned provides funds to you for such purpose, at such price and on such
terms and at such times as you in your sole and absolute discretion deem
appropriate. The undersigned authorizes and directs you to act as the
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds
derived therefrom to an account designated by the undersigned in such manner as
you may deem appropriate, at such price and on such terms and at such times as
you in your sole and absolute discretion deem appropriate.
4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as
custodian, proxy and attorney-in-fact contained herein shall include the power
and authority for you to sign any and all documents and take any and all other
actions in the name or otherwise on behalf of the undersigned as you in your
sole and exclusive discretion deem necessary and appropriate in order to carry
out the purposes of this letter and the authority conveyed to you hereby.
5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the
undersigned shall maintain no power to vote or dispose of the Shares while this
appointment is in effect.
6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and
agrees that this appointment is given in exchange for good and valuable
consideration sufficient to the undersigned for all legal purposes.
Consequently, the undersigned agrees that this appointment is irrevocable and
may only be terminated or modified by the written agreement of both the
undersigned and you.
7. MISCELLANEOUS
(A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this appointment is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.
(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
E-2
<PAGE>
(D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an
instrument in writing signed by both you and the undersigned. No course of
dealing between you and the undersigned will modify, amend, waive or terminate
any provision of this appointment or any rights or obligations of any party
under or by reason of this appointment.
(E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when received. Any
party may change the address set forth herein by notice to each other party
given as provided herein.
(F) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this appointment shall be governed by
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.
(G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares
carried out by you on behalf of the undersigned.
Dated: July 27, 1998 MACKE LIMITED PARTNERSHIP
By /s/ Kenneth A. Macke
--------------------------------
Kenneth A. Macke
General Partner
ADDRESS
5506 Wayzata Blvd.
Orono, MN 55391
Acknowledged and agreed effective
as of July 27, 1998:
/s/ Jeffrey Macke
- ----------------------------------
Jeffrey Macke
E-3
<PAGE>
EXHIBIT F
Mr. Jeffrey Macke
2401 Vallejo Street
San Francisco, California 94123
RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY
Dear Mr. Macke:
The undersigned hereby appoints you, effective as of the date of this
letter, as the undersigned's sole and exclusive custodian, proxy and
attorney-in-fact, with full power of assignment, delegation and substitution by
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or
indirectly, on the date of this letter or may acquire from time to time after
the date of this letter (whether such shares acquired after the date hereof are
acquired by you on the undersigned's behalf using the powers granted to you by
this letter or the undersigned otherwise acquires such shares). All such shares
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment,
the undersigned hereby specifically agrees as follows:
1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner
as you deem appropriate (including without limiting the foregoing, holding
physical certificates in the name of the undersigned, holding such certificates
in your own name, holding such certificates in the name of such nominee or
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,
depositories or others) as part of an indirect holding system, and changing
arrangements for holding such certificates as you deem appropriate).
2. PROXY. The undersigned authorizes and directs you to act as the
undersigned's proxy with respect to the Shares and to vote all Shares in such
amount and in such manner as you in your sole and absolute discretion deem
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting
the Shares, calling meetings and making proposals with regard to the Shares in
such manner as you in your sole and absolute discretion deem appropriate.
3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and
authority to acquire Shares on behalf of the undersigned, to the extent the
undersigned provides funds to you for such purpose, at such price and on such
<PAGE>
terms and at such times as you in your sole and absolute discretion deem
appropriate. The undersigned authorizes and directs you to act as the
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds
derived therefrom to an account designated by the undersigned in such manner as
you may deem appropriate, at such price and on such terms and at such times as
you in your sole and absolute discretion deem appropriate.
4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as
custodian, proxy and attorney-in-fact contained herein shall include the power
and authority for you to sign any and all documents and take any and all other
actions in the name or otherwise on behalf of the undersigned as you in your
sole and exclusive discretion deem necessary and appropriate in order to carry
out the purposes of this letter and the authority conveyed to you hereby.
5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the
undersigned shall maintain no power to vote or dispose of the Shares while this
appointment is in effect.
6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and
agrees that this appointment is given in exchange for good and valuable
consideration sufficient to the undersigned for all legal purposes.
Consequently, the undersigned agrees that this appointment is irrevocable and
may only be terminated or modified by the written agreement of both the
undersigned and you.
7. MISCELLANEOUS
(A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(B) SEVERABILITY. Whenever possible, each provision of this
appointment shall be interpreted in such a manner as to be effective and valid
under applicable law but if any provision of this appointment is held to be
invalid, illegal or unenforceable under any applicable law or rule, the
validity, legality and enforceability of the other provisions of this
appointment will not be affected or impaired thereby.
(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
(D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an
F-2
<PAGE>
instrument in writing signed by both you and the undersigned. No course of
dealing between you and the undersigned will modify, amend, waive or terminate
any provision of this appointment or any rights or obligations of any party
under or by reason of this appointment.
(E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when received. Any
party may change the address set forth herein by notice to each other party
given as provided herein.
(F) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this appointment shall be governed by
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.
(G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares
carried out by you on behalf of the undersigned.
Dated: July 27, 1998 KENNETH A. MACKE TRUST
DATED 12/16/86
By /s/ Kathleen O. Macke
-------------------------------
Its Trustee
-------------------------------
ADDRESS
1655 Fox Street
Orono, MN 55391
Acknowledged and agreed effective
as of July 27, 1998:
/s/Jeffrey Mack
- ----------------------------------
Jeffrey Macke
F-3
<PAGE>
EXHIBIT G
Mr. Jeffrey Macke
2401 Vallejo Street
San Francisco, California 94123
RE: CUSTODIANSHIP, IRREVOCABLE PROXY AND POWER OF ATTORNEY
Dear Mr. Macke:
The undersigned hereby appoints you, effective as of the date of this
letter, as the undersigned's sole and exclusive custodian, proxy and
attorney-in-fact, with full power of assignment, delegation and substitution by
you, with respect to all shares of Duckwall Alco Stores Inc. Common Stock (CUSIP
Number: 264142100) (the "Common Stock") that the undersigned owns, directly or
indirectly, on the date of this letter or may acquire from time to time after
the date of this letter (whether such shares acquired after the date hereof are
acquired by you on the undersigned's behalf using the powers granted to you by
this letter or the undersigned otherwise acquires such shares). All such shares
of Common Stock currently or in the future owned by the undersigned are referred
to in this letter as the "Shares.") Without limiting the foregoing appointment,
the undersigned hereby specifically agrees as follows:
1. CUSTODIANSHIP. The undersigned authorizes and directs you to hold the
certificates representing the Shares on the undersigned's behalf in such manner
as you deem appropriate (including without limiting the foregoing, holding
physical certificates in the name of the undersigned, holding such certificates
in your own name, holding such certificates in the name of such nominee or
street name as you deem appropriate, having such certificates held by others for
safekeeping or by an intermediary or intermediaries (including banks, brokers,
depositories or others) as part of an indirect holding system, and changing
arrangements for holding such certificates as you deem appropriate).
2. PROXY. The undersigned authorizes and directs you to act as the
undersigned's proxy with respect to the Shares and to vote all Shares in such
amount and in such manner as you in your sole and absolute discretion deem
appropriate on all matters submitted to holders of Common Stock. The undersigned
authorizes and directs you to exercise all other rights appurtenant to voting
the Shares, calling meetings and making proposals with regard to the Shares in
such manner as you in your sole and absolute discretion deem appropriate.
3. POWER OF ATTORNEY. The undersigned authorizes and directs you to act as
the undersigned's sole and exclusive attorney-in-fact, with full power and
authority to acquire Shares on behalf of the undersigned, to the extent the
undersigned provides funds to you for such purpose, at such price and on such
<PAGE>
terms and at such times as you in your sole and absolute discretion deem
appropriate. The undersigned authorizes and directs you to act as the
undersigned's sole and exclusive attorney-in-fact, with full power and authority
to dispose of Shares on behalf of the undersigned, crediting net proceeds
derived therefrom to an account designated by the undersigned in such manner as
you may deem appropriate, at such price and on such terms and at such times as
you in your sole and absolute discretion deem appropriate.
4. POWER TO SIGN DOCUMENTS AND TAKE OTHER ACTIONS. The appointment as
custodian, proxy and attorney-in-fact contained herein shall include the power
and authority for you to sign any and all documents and take any and all other
actions in the name or otherwise on behalf of the undersigned as you in your
sole and exclusive discretion deem necessary and appropriate in order to carry
out the purposes of this letter and the authority conveyed to you hereby.
5. SOLE VOTING AND DISPOSITIVE POWER. It is understood and agreed that your
power to vote and dispose of the Shares is sole and exclusive and that the
undersigned shall maintain no power to vote or dispose of the Shares while this
appointment is in effect.
6. IRREVOCABILITY AND CONSIDERATION. The undersigned acknowledges and
agrees that this appointment is given in exchange for good and valuable
consideration sufficient to the undersigned for all legal purposes.
Consequently, the undersigned agrees that this appointment is irrevocable and
may only be terminated or modified by the written agreement of both the
undersigned and you.
7. MISCELLANEOUS
(A) ENTIRE AGREEMENT. This letter contains the entire understanding between
the parties with respect to the subject matter of this letter and supersedes any
prior understandings, agreements or representations, written or oral, relating
to the subject matter hereof.
(B) SEVERABILITY. Whenever possible, each provision of this appointment
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this appointment is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provisions of this appointment will not
be affected or impaired thereby.
(C) SUCCESSORS AND ASSIGNS. This appointment shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and successors and assigns.
G-2
<PAGE>
(D) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
appointment may be modified, amended, waived or terminated except by an
instrument in writing signed by both you and the undersigned. No course of
dealing between you and the undersigned will modify, amend, waive or terminate
any provision of this appointment or any rights or obligations of any party
under or by reason of this appointment.
(E) NOTICES. All notices, consents, requests, instructions, designations,
approvals or other communications relating to the subject matter of this letter
shall be in writing and delivered by personal delivery, overnight courier, mail,
electronic facsimile or e-mail addressed to the receiving party at the address
set forth herein. All such communications shall be effective when received. Any
party may change the address set forth herein by notice to each other party
given as provided herein.
(F) GOVERNING LAW. All matters relating to the interpretation,
construction, validity and enforcement of this appointment shall be governed by
the internal laws of the state of Minnesota, without giving effect to any choice
of law provisions thereof.
(G) EXPENSES. The undesigned shall reimburse you for any and all expenses
incurred by you in connection with your role as custodian, proxy and
attorney-in-fact hereunder. You may deduct such expenses from any funds provided
to you by the undersigned or from the proceeds of any disposition of Shares
carried out by you on behalf of the undersigned.
Dated: July 27, 1998 /s/ Kathleen O. Macke
-----------------------------------
Kathleen O. Macke
ADDRESS
1655 Fox Street
Orono, MN 55391
Acknowledged and agreed effective
as of July 27, 1998:
/s/ Jeffrey Macke
- ----------------------------------
Jeffrey Macke
G-3
<PAGE>
EXHIBIT H
SHAREHOLDER SHARES
--------
Macke Limited Partnership 3,500
JKM Investments, LLC 62,200
Kenneth A. Macke and Kathy Macke 356,100
Melissa Macke 2,500
Jeffrey Macke 20,000
Kenneth A. Macke Trust 1,000
Michael Macke 1,000
-------
446,300
