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
