-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KT4YzG3xSSydFv7n0YVNtqXMCog+WbGJE3+aPl2moBSayyJk2TXPmuncApIx8YOQ B8+SSfpgV1EMeDUxpt9K1g== /in/edgar/work/20000810/0000897423-00-000171/0000897423-00-000171.txt : 20000921 0000897423-00-000171.hdr.sgml : 20000921 ACCESSION NUMBER: 0000897423-00-000171 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000810 GROUP MEMBERS: CORBIN & COMPANY GROUP MEMBERS: MARATHON FUND L P GROUP MEMBERS: MARATHON FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUCKWALL ALCO STORES INC CENTRAL INDEX KEY: 0000030302 STANDARD INDUSTRIAL CLASSIFICATION: [5331 ] IRS NUMBER: 480201080 STATE OF INCORPORATION: KS FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-43827 FILM NUMBER: 691533 BUSINESS ADDRESS: STREET 1: 401 COTTAGE STREET CITY: ABILENE STATE: KS ZIP: 67410-0129 BUSINESS PHONE: 9132633350 MAIL ADDRESS: STREET 1: DUCKWALL ALCO STORES INC STREET 2: 401 COTTAGE CITY: ABILENE STATE: KS ZIP: 67410 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON FUND L P CENTRAL INDEX KEY: 0001110076 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: UNIVERSITY CENTRE II STE 721 STREET 2: 1320 S UNIVERSITY DR CITY: FORT WORTH STATE: TX ZIP: 76107 MAIL ADDRESS: STREET 1: UNIVERSITY CENTRE II STE 721 STREET 2: 1320 S UNIVERSITY DR CITY: FORT WORTH STATE: TX ZIP: 76107 SC 13D 1 0001.txt DUCKWALL-ALCO STORES, INC. SCHEDULE 13D 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. 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. 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. 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. 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 EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Letter from the Reporting Persons to the Issuer's Board of Directors, dated August 7, 2000. EX-99.1 2 0002.txt LETTER FROM THE REPORTING PERSONS DATED AUGUST 7, 2000 Exhibit 99.1 [LETTERHEAD OF MARATHON FUND, L.P.] August 7, 2000 Dear Board of Directors: We are writing to you today to formally request that you undertake aggressive action to maximize the value of your shareholders' collective investment in Duckwall-Alco Stores. Many Duckwall-Alco shareholders represented by us have patiently owned shares for five years, but have realized no return on their investment. From July 31st 1995 to July 31st 2000, the value of Duckwall-Alco stock has decreased 22.1% while the S&P 500 has increased by 177.0%, the Russell 2000 by 79.0%, and Russell 2000 Consumer Durables Index by 36.6%. While we appreciate that the management of the firm has tried very hard to deliver value to the shareholders, it is time for the Board of Directors to pursue one of the following options: 1. Initiate a search for an acquirer for Duckwall-Alco. With a book value of $20 per share, an attractive asset base, and an excellent management team, it is our belief that a number of suitors would be interested. 2. Begin distributing a sizable portion of earnings to shareholders in the form of a dividend. In the five years that Duckwall-Alco has been publicly- owned, the earnings reinvested to grow the company have generated a small return to shareholders. A large annual dividend distribution would offer your shareholders the possibility of a more attractive re-investment alternative. 3. Develop a strategy for distilling value from the large annual pre-tax cash flow generated by Duckwall-Alco, by providing current shareholders with the choice of cash for their shares, or new shares in a more highly-leveraged Company. This strategy should be designed to provide the possibility for continuing shareholders to realize annualized 30%+ returns over the next three to five years, albeit with increased investment risk. It is your responsibility as fiduciaries to maximize shareholder value. Of course, this does not dictate that you pursue tactics merely to pump up the stock for the short term. However, five years is a very long time to wait for a return in any industry or economic environment. Therefore, we respectfully request a meeting with the Duckwall-Alco Board of Directors for a frank discussion of the three alternatives for growing shareholder value summarized above. We also think it would be prudent for the board to seek counsel from an investment bank in researching these and other options for obtaining the objectives we mutually desire. The efforts of the firm and its employees have not gone unnoticed by us. Unfortunately, these efforts have been completely ignored by the market. We have shown exemplary patience and understanding as shareholders, but the time has arrived for action. We would appreciate a response to our request by September 1, 2000. Sincerely, /s/ David A. Corbin /s/ Donald M. Woodard, Jr. -----END PRIVACY-ENHANCED MESSAGE-----