Amendment No. 6 to Schedule 13D

CUSIP No 264142100

Page 6 of 9 Pages

Raymond J. R. French

Company Director

Ballacoyne

Cammall Kirk Michael

Isle of Man IM6 1AU British Isles.

-----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, HG5Hsl1G5zvYNQKZ1OdTpxEjiVXncT9nxb0lJw4T04W/2EqL923t8oOpRM0l8aPF 6fqgmcl5mpiuEfrE4Y4HcQ== 0001193125-07-209948.txt : 20070928 0001193125-07-209948.hdr.sgml : 20070928 20070928155315 ACCESSION NUMBER: 0001193125-07-209948 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070928 DATE AS OF CHANGE: 20070928 GROUP MEMBERS: RAYMOND A. D. FRENCH GROUP MEMBERS: STRONGBOW CAPITAL MANAGEMENT, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUCKWALL ALCO STORES INC CENTRAL INDEX KEY: 0000030302 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 480201080 STATE OF INCORPORATION: KS FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43827 FILM NUMBER: 071142416 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 FORMER COMPANY: FORMER CONFORMED NAME: DUCKWALL STORES INC DATE OF NAME CHANGE: 19781020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STRONGBOW CAPITAL LTD CENTRAL INDEX KEY: 0001286480 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O IRONSHORE CORPORATE SERVICES STREET 2: P O BOX 1234 CITY: CAYMAN ISLANDS BRITISH W I STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459456264 MAIL ADDRESS: STREET 1: C/O IRONSHORE CORPORATE SERVICES STREET 2: P O BOX 1234 CITY: CAYMAN ISLANDS BRITISH W I STATE: E9 ZIP: 00000 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 6 TO SCHEDULE 13D Amendment No. 6 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 6)

DUCKWALL-ALCO STORES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.0001

(Title of Class of Securities)

264142100

(CUSIP Number)

Leonard Chazen, Esq.

Covington & Burling

1330 Avenue of the Americas

New York, New York 10019

(212) 841-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 26, 2007

(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 §§240.13d-1(e) or 240.13d-1(f) or 240.13d-1(g), check the following box ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent.

SEC 1746 (11-03)

CUSIP No 264142100

Page 2 of 9 Pages


1	NAME OF REPORTING PERSON Strongbow Capital, Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON None
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies


Number of Shares Beneficially Owned By Each Reporting Person With		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 543,517
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 543,517


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,517
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON CO

CUSIP No 264142100

Page 3 of 9 Pages


1	NAME OF REPORTING PERSON Strongbow Capital Management,Ltd. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON None
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, British West Indies


Number of Shares Beneficially Owned by Each Reporting Person With		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 543,517
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 543,517


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,517
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON CO

CUSIP No 264142100

Page 4 of 9 Pages


1	NAME OF REPORTING PERSON Raymond A. D. French I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS 00
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Ireland


Number of Shares Beneficially Owned by Each Reporting Person With		7 SOLE VOTING POWER 0
		8 SHARED VOTING POWER 543,517
		9 SOLE DISPOSITIVE POWER 0
		10 SHARED DISPOSITIVE POWER 543,517


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,517
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.2%
14	TYPE OF REPORTING PERSON IN


CUSIP No 264142100		Page 5 of 9 Pages

This Amendment No. 6 to the Schedule 13D (the “Schedule 13D”), dated September 28, 2007, is filed with the U.S. Securities and Exchange Commission (the “SEC”) by Strongbow Capital, Ltd., Strongbow Capital Management, Ltd. and Raymond A. D. French.

Item 1.

Security and Issuer

This Schedule 13D is filed with respect to the common stock $.0001 par value (“Common Stock”) of Duckwall-ALCO Stores, Inc., a Kansas corporation. (“Duckwall” or the “Company”). The principal offices of Duckwall are located 401 Cottage Street, Abiline, KS 67410.

Item 2.

Identity and Background

This Statement is filed on behalf of Strongbow Capital, Ltd., Strongbow Capital Management, Ltd. and Raymond A. D. French, who are referred to as the “Filing Parties”.

Items 2(a)-(c), (f)

I. Filing Parties

1. Strongbow Capital, Ltd. (“Strongbow”) is a limited liability company organized under the laws of the Cayman Islands, British West Indies with its principal office and business at Queensgate House, South Church Street, P.O. Box 1234GT, Cayman Islands, British West Indies. Strongbow is an investor in equity securities. Strongbow is managed by its Board of Directors.

2. Strongbow Capital Management, Ltd. (“SCM”) is a limited liability company organized under the laws of the Cayman Islands, British West Indies with its principal office and business at Queensgate House, South Church Street, P.O. Box 1234GT, Cayman Islands, British West Indies. SCM acts as an investment manager to Strongbow. SCM is the sole owner of the voting shares of Strongbow and is the controlling entity of Strongbow.

3. Raymond A. D. French is a citizen of the Republic of Ireland whose address is Delaporte Point TH3, Box CB 13016, Nassau, Bahamas. Mr. French is a company director. Mr. French is Chairman of SCM and is the controlling person of SCM. Mr. French’s email address is: rayfrench@strongbow-capital.com

II. Executive Officers and Directors.

Strongbow has no executive officers. The names, present principal occupations and business addresses of the directors of Strongbow are set forth below.

Name

Occupation

Address

Citizenship

Raymond A. D. French

Company Director

Delaporte Point TH3

Box CB13016

Nassau

Bahamas.

Irish

SCM has no executive officers. The names, present principal occupations and business addresses of the directors of SCM are set forth below.


Name	Occupation	Address	Citizenship
Raymond A. D. French	Company Director	Delaporte Point TH3 Box CB13016 Nassau Bahamas.	Irish

Raymond J. R. French	Company Director	Ballacoyne Cammall Kirk Michael Isle of Man IM6 1AU British Isles.	Irish

Items 2(d). Criminal Proceedings

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of the Filing Parties (or a controlling entity thereof) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) Civil Securities Law Proceedings

During the last five years, neither the Filing Parties (or a controlling entity thereof) nor any executive officer or director of any of the Filing Parties (or a controlling entity thereof) has 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.


CUSIP No 264142100						Page 7 of 9 Pages

Item 3.

Source and Amount of Funds or Other Consideration.

No change from prior filing.

Item 4.

Purpose of Transaction.

In a telephone conversation with Warren H. Gfeller, the Company’s Chairman, on September 26, 2007, Raymond A.D. French, one of the Reporting Persons, proposed that the Board take the following actions:

1. Expand the size of the Board by one member and appoint Royce Winsten to fill the newly created Board position. The Filing Persons believe that Mr. Winsten is an astute financial analyst, who is knowledgeable about the Company and its business. Mr. Winsten is the managing director of Shore Capital Management, LLC, which is the principal executing broker for Strongbow Capital, Ltd., one of the Filing Persons.

2. Create an executive committee of the board, which would be authorized to exercise all the powers and authority of the Board in the management of the business and affairs of the Company, to the extent permitted by the Company’s Charter and Bylaws and applicable law. In particular, the executive committee would be charged with overseeing efforts by management to achieve the following three important objectives:

Reduce average inventory levels. The Company has estimated that there is an opportunity to reduce average inventory per selling square foot by approximately 15% as a result of the more efficient inventory management and logistics resulting from the Company’s IT initiative. The achievement of this reduction in average inventory levels would release a large amount of capital that could be used to finance new stores or for other purposes.

Reduce SG&A expense. Because of the Company’s very high operating leverage, a small percentage reduction in SG&A expenses would have a major impact on the bottom line. The Filing Persons have been disappointed with management’s record at controlling SG&A expense and would expect the executive committee to play a major role in achieving this objective.

Reduce losses from shrinkage (i.e., pilferage).

Mr. French recommended that Lolan C. Mackey be appointed chairman of the executive committee and that Mr. Winsten be one of the members of the committee.

No Filing Party has any present plan or proposed which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth in their Schedule 13D (filed April 16, 2004), Amendment No. 1 to their Schedule 13D (filed August 19, 2004), Amendment No. 2 to their Schedule 13D (filed February 2, 2005), Amendment No. 3 to their Schedule 13D (filed April 22, 2005), Amendment No. 4 to their Schedule 13D (filed July 22, 2005), Amendment No. 5 to their Schedule 13D (filed January 12, 2006) or in this Amendment No. 6 to their Schedule 13D.


CUSIP No 264142100						Page 8 of 9 Pages

Item 5.

Interest in Securities of the Issuer.

(a) The following table sets forth information with respect to the Common Stock beneficially owned by each Reporting Person as of the close of business on September 27, 2007:


Name	Number of Shares	Approximate Percentage of Outstanding Shares²
Strongbow	543,517	14.2	%
SCM	543,517	14.2	%
Raymond A. D. French	543,517	14.2	%

(b) Strongbow has shared power to dispose or direct the disposition of 543,517 shares of Common Stock.

SCM has shared power to dispose or direct the disposition of 543,517 shares of Common Stock.

Raymond A. D. French has shared power to dispose or to direct the disposition of 543,517 shares of Common Stock.

(d) In certain circumstances, SCM may have the right to receive a portion of the proceeds of the sale by Strongbow of greater than five percent of the shares of the class of Common Stock.

Item 6.

Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

Except as described in Item 4 above, there are no contracts, arrangements, understandings, or relationships between the Filing Parties, on the one hand, and any persons, on the other hand, with respect to any securities of the Company.

Item 7.

Material to be filed as Exhibits.

None.

²	Computed on the basis of 3,809,341 shares of Common Stock outstanding as of July 29, 2007 as specified in the Quarterly Report on Form 10-Q of the Company, filed with the SEC on 09/06/2007.


CUSIP No 264142100						Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 28, 2007


STRONGBOW CAPITAL, LTD.

By:		/s/ Raymond A. D. French
		Raymond A. D. French
		Director

STRONGBOW CAPITAL MANAGEMENT, LTD.

By:		/s/ Raymond A. D. French
		Raymond A. D. French
		Director

RAYMOND A. D. FRENCH

By:		/s/ Raymond A. D. French

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