SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
20549 PRIVATE
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
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
611 South Kansas Avenue, Suite 100
Topeka, KS 66603-3803
(785) 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, LLC.
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 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
672,000
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
672,000
10. SHARED DISPOSITIVE POWER
None
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
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
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*
IA, CO
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Portfolio Advisors, LLC.; IRS Tax ID #06-1487853
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
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*
IA, CO
This Amendment No. 6 to 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,
LLC. ("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 611 South Kansas
Avenue, Suite 100, Topeka, KS 66603-3803. 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 limited liability company 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.
Effective as of August 27, 1998, PAI and Portfolio
will no longer be responsible for managing KPERS'
investment in the Company and will no longer have shared
voting and dispositive power over securities beneficially
owned by KPERS and held of record by KDF, a nominee also
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 a "controlling person", 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 KPERS 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.
With the recent sale of 200,000 common shares which
was completed on August 3, 1998, KPERS' ownership
percentage was reduced to 13.2% of all issued and
outstanding common shares. As a result of the decrease of
its ownership position, KPERS now holds one seat on the
Company's Board of Directors, although this seat is not of
right.
Except as mentioned above, KPERS has 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) Currently, KPERS beneficially owns 672,000 common
shares, or 13.2% of all issued and outstanding common
shares.
(b) KPERS has the sole power (i) to cause KDF to
dispose of the 672,000 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
None
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
August 28, 1998
Date
/s/Robert L. Woodard
Signature
Chief Investment Officer
Title
KDF, A MASSACHUSETTS NOMINEE
PARTNERSHIP
August 28, 1998
Date
/s/Maria Serra
Signature
General Partner
Title
PACHOLDER ASSOCIATES, INC.
August 28, 1998
Date
/s/William J. Morgan
Signature
President
Title
PORTFOLIO ADVISORS, LLC.
August 28, 1998
Date
/s/Brian P. Murphy Signature
Managing Director
Title
DCN: 98581136
DUCKWAL3.LAK (08/26/98)
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