DUCKWALL ALCO STORES INC
SC 13D/A, 1998-08-07
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. 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  




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