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)
Barbara E. Shields
6300 Ridglea Place, Suite 1111
Fort Worth, Texas 76116
(817) 335-8282
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 2000
(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(e), 13d-1(f) or 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
disclosures provided in a prior cover page.
The information required on 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).
**The total number of shares of stock reported herein is 227,000, which
constitutes approximately 5.1% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 4,478,899 shares
outstanding.
<PAGE>
1. Name of Reporting Person:
Marathon Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 90,000 (1)
Number of
Units
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 90,000 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
90,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 2.0%
14. Type of Reporting Person: PN
------------
(1) Power is exercised through its general partner, Marathon Fund Management,
L.P.
<PAGE>
1. Name of Reporting Person:
Corbin & Company
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: OO (Funds Received from Advisory Clients)
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Units
Beneficially 8. Shared Voting Power: 137,000 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 137,000 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
137,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Units:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: IA
------------
(1) Power is exercised through its Chairman, President and Chief Investment
Officer, David A. Corbin.
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock (the "Stock") of Duckwall-Alco
Stores, Inc. (the "Issuer"). The principal executive offices of the Issuer are
located at 401 Cottage Avenue, Abilene, Kansas 67410.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Regulation 13D-G of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby files this Schedule 13D Statement on behalf of Marathon Fund,
L.P. ("Marathon") and Corbin & Company ("Corbin & Co.")(collectively, the
"Reporting Persons"). Additionally, pursuant to Instruction C to Schedule 13D,
information is included herein with respect to Marathon Fund Management, L.P.
("Marathon Management"), Siria, L.L.C., ("Siria"), Donald M. Woodard, Jr.
("Woodard") and David A. Corbin ("Corbin") (the "Controlling Persons"). The
Reporting Persons and the Controlling Persons are sometimes hereinafter
collectively referred to as the "Item 2 Persons."
(b) - (c)
MARATHON
Marathon is a Texas limited partnership, the principal business of which is
investing in marketable securities. The principal business address of Marathon,
which also serves as its principal office, is 6300 Ridglea Place, Suite 1111,
Fort Worth, Texas 76116.
MARATHON MANAGEMENT
Marathon Management is a Texas limited partnership, the principal business
of which is serving as the general partner of Marathon. The principal business
address of Marathon Management, which also serves as its principal office, is
6300 Ridglea Place, Suite 1111, Fort Worth, Texas 76116.
SIRIA
Siria, L.L.C. is a Texas limited liability company, the principal business
of which is serving as the general partner of Marathon Management. The principal
business address of Siria, which also serves as its principal office, is 6300
Ridglea Place, Suite 1111, Fort Worth, Texas 76116. Pursuant to Instruction C
to Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each member, executive officer and
controlling person of Siria are as follows:
Residence or Principal Occupation
Name Business Address or Employment
Donald M. Woodard, Jr. University Centre II President and member of
Suite 721 Siria and President and
1320 South University Chief Investment Officer
Drive of Western Research and
Fort Worth, Texas 76107 Management, L.L.C.
David A. Corbin 6300 Ridglea Place Chairman, President and
Suite 1111 Chief Investment Officer
Fort Worth, Texas 76116 of Corbin & Co., Secretary,
Treasurer and member of Siria
WOODARD
Woodard is the President and Chief Investment Officer for Western Research
and Management, L.L.C., an investment advisory firm, and the President and a
member of Siria. The principal business address of Woodard, which also serves as
his principal office, is University Centre II, Suite 721, 1320 South University
Drive, Fort Worth, Texas 76107.
CORBIN & CO.
Corbin & Co. is a Texas corporation, the principal business of which is
providing investment advisory services to third parties. The principal business
address of Corbin & Co., which also serves as its principal office, is 6300
Ridglea Place, Suite 1111, Fort Worth, Texas 76116. Pursuant to Instruction C
to Schedule 13D of the Act, the name, residence or business address, and present
principal occupation or employment of each director, executive officer and
controlling person of Corbin & Co. are as follows:
Residence or Principal Occupation
Name Business Address or Employment
David A. Corbin 6300 Ridglea Place Chairman, President and
Suite 1111 Chief Investment Officer
Fort Worth, Texas 76116 of Corbin & Co.
David F. Corbin 6300 Ridglea Place Chief Financial Officer/
Suite 1111 Chief Operations Officer
Fort Worth, Texas 76116 of Corbin & Co.
Barbara E. Shields 6300 Ridglea Place Vice President for Client
Suite 1111 Relations and Legal
Fort Worth, Texas 76116 Affairs, Corbin & Co.
CORBIN
Corbin is the Chairman, President and Chief Investment Officer of Corbin &
Co. and a member of Siria. The principal business address of Corbin, which also
serves as his principal office, is 6300 Ridglea Place, Suite 1111, Fort Worth,
Texas 76116.
(d) None of the entities or persons identified in this Item 2 has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has, during
the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used by the Reporting Persons to
purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Marathon Other (1) $ 763,940.00
Corbin & Co. Other (1) $1,646,504.80 (2)
(1) Funds were received from investment advisory clients.
(2) This figure represents the total amount expended by Corbin & Co. for all
purchases of shares of the Stock without subtracting transfers to clients in
connection with the closing of client accounts (with such transfers being valued
at cost); therefore, such figure does not represent Corbin & Co.'s net
investment in shares of the Stock. Corbin & Co.'s net investment in shares of
the Stock is $1,611,034.60.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons have had discussions with management of the Issuer
concerning alternatives regarding maximization of shareholder value as well as
various operational and financial aspects of the Issuer's business. On August
7, 2000, the Reporting Persons delivered to the Issuer's Board of Directors a
letter, a copy of which is attached hereto as Exhibit 99.1, setting forth
proposals for the Board's consideration relating to maximization of shareholder
value. These proposals involve (i) a search for an Acquirer for the Issuer,
(ii) the institution of dividend payments on shares of the Stock, and (iii)
developing a strategy for providing shareholders the choice of cash for their
shares, or new shares in a more highly-leveraged Issuer. As stated in the
letter, the Reporting Persons have requested a response from the Issuer's Board
by September 1, 2000.
The Reporting Persons acquired the shares of the Stock reported herein for
investment purposes. Depending on market conditions and other factors that the
Reporting Persons may deem material to their investment decisions, the Reporting
Persons may purchase additional shares of the Stock in the open market or in
private transactions. Depending on the same factors, the Reporting Persons may
sell all or a portion of the shares of the Stock on the open market or in
private transactions.
Except as set forth in this Item 4, the Reporting Persons have no present
plans or proposals that relate to or that would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
Reporting Persons
MARATHON
The aggregate number of shares of the Stock that Marathon owns
beneficially, pursuant to Rule 13d-3 of the Act, is 90,000, which constitutes
approximately 2.0% of the outstanding shares of the Stock.
CORBIN & CO.
The aggregate number of shares of the Stock that Corbin & Co. owns
beneficially, pursuant to Rule 13d-3 of the Act, is 137,000, which constitutes
approximately 3.1% of the outstanding shares of the Stock.
Controlling Persons
MARATHON MANAGEMENT
Because of its position as general partner of Marathon, Marathon Management
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
90,000 shares of the Stock, which constitutes approximately 2.0% of the
outstanding shares of the Stock.
SIRIA
Because of its position as general partner of Marathon Management, the
general partner of Marathon, Siria may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 90,000 shares of the Stock, which
constitutes approximately 2.0% of the outstanding shares of the Stock.
WOODARD
Because of his position as President of Siria, the general partner of
Marathon Management, the general partner of Marathon, Woodard may, pursuant to
Rule 13d-3 of the Act, be deemed to be the beneficial owner of 90,000 shares of
the Stock, which constitutes approximately 2.0% of the outstanding shares of the
Stock.
CORBIN
Because of his positions as Chairman, President and Chief Investment
Officer of Corbin & Co., Corbin may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 137,000 shares of the Stock, which
constitutes approximately 3.1% of the outstanding shares of the Stock.
To the best of the knowledge of the Reporting Persons, other than as set
forth above, none of the Item 2 Persons is the beneficial owner of any shares of
the Stock.
(b)
Reporting Persons
MARATHON
Acting through Woodard, the President of Siria, the general partner of
Marathon Management, the general partner of Marathon, Marathon has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 90,000 shares of the Stock.
CORBIN & CO.
Acting through Corbin, its Chairman, President and Chief Investment
Officer, Corbin & Co. has the shared power to vote or to direct the vote and to
dispose or to direct the disposition of 137,000 shares of the Stock.
Controlling Persons
MARATHON MANAGEMENT
As the general partner of Marathon, Marathon Management has the sole power
to vote or to direct the vote and to dispose or to direct the disposition of
90,000 shares of the Stock.
SIRIA
As the general partner of Marathon Management, the general partner of
Marathon, Siria has the sole power to vote or to direct the vote and to dispose
or to direct the disposition of 90,000 shares of the Stock.
WOODARD
As the President of Siria, the general partner of Marathon Management, the
general partner of Marathon, Woodard has the sole power to vote or to direct the
vote and to dispose or to direct the disposition of 90,000 shares of the Stock.
CORBIN
As Chairman, President and Chief Investment Officer of Corbin & Co., Corbin
has the shared power to vote or to direct the vote and to dispose or to direct
the disposition of 137,000 shares of the Stock.
(c) During the last 60 days, Corbin & Co. has purchased shares of the
Stock in open market transactions on the NASDAQ National Market shares of the
Stock as follows:
NUMBER OF SHARES PRICE PER
DATE PURCHASED SHARE
08/02/00 5,000 $ 8.56
08/04/00 12,500 8.63
In addition, on June 12, 2000, June 26, 2000 and July 25, 2000 Corbin & Co.
transferred 1,500 shares, 500 shares and 13,000 shares, respectively, to clients
in connection with the closing of client accounts.
Except as set forth in this paragraph (c), to the best of the knowledge of
the Reporting Persons, none of the Item 2 Persons have effected any transactions
in the Stock during the past 60 days.
(d) All of the shares of the Stock reported herein are owned by Marathon
and Corbin & Co.'s advisory clients, who have the sole right to receive and the
sole power to direct the receipt of dividends from, or the proceeds from the
sale of, such shares of the Stock. To the best knowledge of Marathon and Corbin
& Co., no client of Marathon and Corbin & Co. has an interest in dividends or
sale proceeds that relates to 5% or more of the outstanding shares of the Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Attached hereto as Exhibit 99.1 is a letter from the Reporting Persons to
the Issuer's Board of Directors, dated August 7, 2000.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Letter from the Reporting Persons to the Issuer's Board of
Directors, dated August 7, 2000.
<PAGE>
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.
DATED: August 10, 2000
MARATHON FUND, L.P.
By: Marathon Fund Management, L.P., general
partner
By: Siria, L.L.C., general partner
By: /s/ Donald M. Woodard, Jr.
Donald M. Woodard, Jr., President
CORBIN & COMPANY
By: /s/ Barbara E. Shields
Barbara E. Shields, Vice President
for Client Relations and Legal Affairs
<PAGE> EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Letter from the Reporting Persons to the Issuer's Board of Directors,
dated August 7, 2000.
