DUCKWALL ALCO STORES INC
SC 13D/A, 1998-03-31
VARIETY STORES
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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.  20549  
___________________  
SCHEDULE 13D/A  
UNDER THE SECURITIES EXCHANGE ACT OF 1934   
(Amendment No. 4)  
  
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)  
March 27, 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 [ ] .  
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  
	  872,000  
9. SOLE DISPOSITIVE POWER  
	  None  
10.     SHARED DISPOSITIVE POWER  
	  872,000  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
	  872,000  
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)  
	 17.1%  
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  
	 872,000 sh  
9. SOLE DISPOSITIVE POWER  
	  None  
10. SHARED DISPOSITIVE POWER  
	  872,000 sh  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
	  872,000 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)  
	  17.1%  
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  
	  872,000  
9. SOLE DISPOSITIVE POWER  
	  None  
10. SHARED DISPOSITIVE POWER  
	  872,000  
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
	  872,000  
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)  
	  17.1%  
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 previous joint   
filings 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 Mellon Trust, 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 9 Old Kings 
Highway South, P.O. Box 1224, Darien, CT 06820-1223.  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  
    The common shares which are the subject of this filing are deemed  
to be held by "controlling persons", as defined by the Securities Act  
of 1933.  As such, limited public market sales may occur pursuant to  
Rule 144, and as a result, from time to time the filers may elect to  
dispose of securities of the Company pursuant to the restrictions of  
Rule 144.  Any determinations of sale will be based on various factors,  
including but not limited to, the Company's financial condition, business  
and prospects, other developments concerning the Company, price levels  
of the Company's common stock, other opportunities available to KPERS,  
general economic, monetary and stock market conditions, and other  
applicable business and legal considerations.  On March 27, 1998, the  
filers sold 95,000 shares pursuant to Rule 144.  
  
    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 872,000 common shares, or 17.1% 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 872,000 common shares;   
and (ii) to vote any common shares currently owned.    
	  (c)  On March 27, 1998, the filers sold 95,000 shares pursuant  
to Rule 144.  
	  (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  
  
  
  
						March 30, 1998                    
						Date  
  
  
  
						/s/Robert L. Woodard              
						Signature  
  
  
  
						Chief Investment Officer          
						Title  
  
  
						KDF, A MASSACHUSETTS NOMINEE      
						  PARTNERSHIP  
  
  
  
						March 30, 1998                    
						Date  
  
  
  
						/s/Maria Serra                    
						Signature  
  
  
  
						General Partner                   
						Title  
  
  
  
						PACHOLDER ASSOCIATES, INC.  
  
  
  
						March 30, 1998            
						Date  
  
  
  
						/s/William J. Morgan              
						Signature  
  
  
  
						President                                 
						Title  
  
  
						PORTFOLIO ADVISORS, INC.  
  
  
  
						March 30, 1998                    
						Date  
  
  
  
						/s/Brian P. Murphy                
						Signature  
  
  
  
						Director                                  
						Title  
  
  
  




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