UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Alco Stores, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
001600105
(CUSIP Number)
Luis Chang
c/o Everbright Development Overseas, Ltd.
110 Wall Street, 11th Floor
New York, NY 10005-3198
(212) 804-5725
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 28, 2013
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
* 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, as amended (“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).
Introduction
This Amendment No. 3 (“Amendment No. 3”) relates to the shares (“Shares”) of the $.0001 par value common stock of Alco Stores, Inc., a Kansas corporation (“Issuer”). This Amendment No. 3 is filed jointly on behalf of (a) Everbright Development Overseas, Ltd., a British Virgin Islands corporation (“Everbright”), (b) Luis Chang, and (c) Mai Wong to amend and supplement the Items set forth below in the Schedule 13D previously filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on May 10, 2013, as amended on August 15, 2013, and as further amended on August 27, 2013 (the “Schedule 13D”). Except as provided herein, this Amendment No. 3 does not modify any of the information previously reported on the Schedule 13D. All capitalized terms used and not expressly defined herein shall have the respective meanings ascribed to them in the Schedule 13D.
This Amendment No. 3 is filed to amend Items 4 and 7 of the Schedule 13D as set forth below.
| Item 4. | Purpose of Transaction |
On August 23, 2013, Everbright submitted to the Issuer’s Board of Directors (“Board”) a proposal ("Acquisition Proposal") to acquire 100% of the Issuer’s outstanding Shares at $14.30 per share in cash in a statutory merger transaction (the “Merger”). On August 27, 2013, the Issuer informed Everbright that the Board determined that Everbright is an “Excluded Party,” as that term is defined under the Agreement and Plan of Merger dated July 25, 2013, among the Issuer, Mallard Parent, LLC and M Acquisition Corporation (the “Argonne Agreement”).
On August 28, 2013, Everbright submitted a letter (the “Supplemental Letter”) to the Board reconfirming the Acquisition Proposal and providing certain changes with respect to the financing of the Merger and certain escrow arrangements to be entered into contemporaneously with the execution of a definitive merger agreement. The Reporting Persons believe that the Acquisition Proposal, as modified and clarified by the Supplemental Letter, constitutes a “Superior Proposal” under the Argonne Agreement.
A true and complete copy of the Supplemental Letter is filed as Exhibit 7.03 to this Amendment No. 3 and the complete text thereof is incorporated in this Item 4 by such reference.
Except as expressly set forth in this Amendment No. 3, the Reporting Persons have no present plans, agreements, contracts, arrangements, understandings or commitments regarding any of the actions or matters specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 7. | Material to be Filed as Exhibits |
| Exhibit | Description |
| 7.01 | Joint Filing Agreement dated as of May 9, 2013 by and among Everbright Development Overseas, Ltd., Luis Chang, and Mai Wong (Previously filed as an exhibit to the Schedule 13D). |
| 7.02 | Letter dated August 23, 2013 from Everbright Development Overseas, Ltd. to Mr. Royce Winsten, Chairman of the Board of ALCO Stores, Inc. (Previously filed as an exhibit to the Schedule 13D). |
| 7.03 | Letter dated August 28, 2013 from Everbright Development Overseas, Ltd. to the Board of Directors of ALCO Stores, Inc. |
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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.
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Everbright Development Overseas, Ltd., A British Virgin Islands Corporation
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| Date: August 28, 2013 | By: | /s/ Mai Wong | |
| Mai Wong, Chairman of the Board | |||
| Date: August 28, 2013 | /s/ Luis Chang | ||
| Luis Chang, an individual | |||
| Date: August 28, 2013 | /s/ Mai Wong | ||
| Mai Wong, an individual | |||
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Exhibit 7.3
EVERBRIGHT DEVELOPMENT OVERSEAS, LTD.
110 Wall Street, 11th Floor
New York, New York 10005-3198
(212) 804-5725
August 28, 2013
ALCO Stores, Inc.
401 Cottage
Abilene, Kansas 67410-2832
Attention: Board of Directors
Re: Acquisition Proposal
Gentlemen:
Reference is made to our letter dated August 23, 2013 heretofore submitted to you on such date and setting forth our "Acquisition Proposal". All capitalized terms used and not expressly defined herein have the respective meanings assigned to them in the Agreement and Plan of Merger dated as of July 25, 2013 by and among ALCO Stores, Inc. (the "Company"), Mallard Parent, LLC and M Acquisition Corporation (the "Argonne Merger Agreement").
We were informed by you by letter dated August 27, 2013 -- approximately four days after the submission to you of our Acquisition Proposal, which submission was well in advance of the "Solicitation Period End Date"-- that the Board of Directors of the Company determined that Everbright Overseas Development, Ltd. ("Everbright" , "our" or "we") is an "Excluded Party".
This letter confirms, in all respects as set forth therein, our Acquisition Proposal, with the Company-favorable additions and clarifications set forth below:
1. We are prepared to contribute additional equity to fund the merger of Emerald Acquisition Corp., a Kansas corporation and wholly owned subsidiary of Everbright ("EAC"), with and into the Company, such that the "Financing Uses" will now be funded and sourced with (i) up to $21,000,000 of equity (which includes existing owned shares), (ii) $30,000,000 of secured bank financing from one of our lending sources and (iii) a $140,000,000 senior secured credit facility from our other lending source.
You received on August 23, 2013 copies of the then-most current versions of the draft bank commitment letters negotiated with our lending sources and we will be in a position to furnish you with final drafts thereof no later than September 4, 2013. Such commitment letters will be executed and delivered and in effect immediately prior to the execution and delivery of the definitive merger agreement among Everbright, EAC and the Company (the "Superior Merger Agreement").
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2. Not later than 48 hours following the execution and delivery of the Superior Merger Agreement we would deposit or cause to be deposited into escrow not less than ( U.S.) $18,000,000 of cash and margin securities to pre-fund the aggregate merger consideration and as collateral for Everbright's and EAC's obligations under the Merger Agreement in accordance with the terms and subject to the conditions of an Escrow Agreement to be entered into among Everbright, EAC and the Company simultaneously with the execution and delivery of the Superior Merger Agreement and consistent with our most recent discussions of the nature and scope of these arrangements.
Other than as described in paragraphs 1. and 2. above, our Acquisition Proposal (including our firm price of $14.30/"Per Share Merger Consideration", net of any "Excluded Party Fee") is hereby confirmed in all respects.
We believe that our Acquisition Proposal, as revised and clarified herein, is superior in all respects to the transactions contemplated by the Argonne Merger Agreement and we would hope and expect (for the benefit of all holders of the Company's outstanding common stock and consistent with the fiduciary duties the Company's directors) that the Company's directors (upon the recommendation of any special committee thereof, as applicable) will promptly determine in good faith, after consultation with its legal and financial advisors, that our Acquisition Proposal constitutes a "Superior Proposal" and immediately so notify Argonne Capital Group, LLC and its affiliated parties to the Argonne Merger Agreement in accordance with the provisions of such agreement, including Section 5.3 thereof.
Respectfully submitted and yours sincerely,
/s/ Luis Chang
Luis Chang,
Chief Executive Officer
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