Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 10 35K
Ownership
2: EX-1 Joint Filing Agreement 1 6K
3: EX-2 Termination Agreement (Kam) 3 10K
4: EX-3 Termination Agreement (Kom) 3 10K
5: EX-4 Termination Agreement (Kam Trust) 3 10K
6: EX-5.1 Excerpts Durable POA 2 10K
7: EX-5.2 Management Agreement 13 44K
SC 13D/A — Amendment to General Statement of Beneficial Ownership
Document Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
DUCKWALL-ALCO STORES, INC.
(Name Of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
264142100
(CUSIP Number)
JEFFREY J. MACKE
2001 Union Street, #320
San Francisco, CA 94123
(415) 789-0399
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 7, 2005
(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 if a
fee is being paid with this statement [ ].
SCHEDULE 13D/A
CUSIP Number 264142100
1. Name of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Jeffrey J. Macke
2. Check the Appropriate Box if a Member of a Group (a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check Box if Disclosure of Legal Proceedings Not Applicable
is Required Pursuant to Item 2(d) or 2(e)
6. Citizenship or Place of Organization United States
7. Sole Voting Power 44,800
8. Shared Voting Power 2,500
9. Sole Dispositive Power 44,800
10. Shared Dispositive Power 2,500
11. Aggregate Amount Beneficially Owned by Each 47,300
Reporting Person
12. Check Box if the Aggregate Amount in Row (11) Not Applicable
Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount In Row (11) 1.1%
14. Type of Reporting Person (See Instructions) IN
2 OF 10
SCHEDULE 13D/A
CUSIP Number 264142100
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Kathleen O. Macke
2. Check the Appropriate Box if a Member of a Group (a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check Box if Disclosure of Legal Proceedings Not Applicable
is Required Pursuant to Item 2(d) or 2(e)
6. Citizenship or Place of Organization United States
7. Sole Voting Power 0
8. Shared Voting Power 429,038
9. Sole Dispositive Power 0
10. Shared Dispositive Power 429,038
11. Aggregate Amount Beneficially Owned by Each 429,038
Reporting Person
12. Check Box if the Aggregate Amount in Row (11) Not Applicable
Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount In Row (11) 9.6%
14. Type of Reporting Person (See Instructions) IN
3 of 10
SCHEDULE 13D/A
CUSIP Number 264142100
1. Name of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons
Kenneth A. Macke Revocable Trust dated as of
December 16, 1986
2. Check the Appropriate Box if a Member of a Group (a)
(b)
3. SEC Use Only
4. Source of Funds (See Instructions) OO
5. Check Box if Disclosure of Legal Proceedings Not Applicable
is Required Pursuant to Item 2(d) or 2(e)
6. Citizenship or Place of Organization California
7. Sole Voting Power 0
8. Shared Voting Power 399,362
9. Sole Dispositive Power 0
10. Shared Dispositive Power 399,362
11. Aggregate Amount Beneficially Owned by Each 399,362
Reporting Person
12. Check Box if the Aggregate Amount in Row (11) Not Applicable
Excludes Certain Shares (See Instructions)
13. Percent of Class Represented by Amount In Row (11) 9.0%
14. Type of Reporting Person (See Instructions) OO
4 OF 10
This Amendment No. 3 to Schedule 13D ("Amended 13D") is being filed
jointly by Jeffrey J. Macke ("Jeff Macke"), Kathleen O. Macke and the Kenneth A.
Macke Revocable Trust dated as of December 16, 1986 to reflect that Jeff Macke
no longer has beneficial ownership of the shares of common stock, par value
$.0001 per share owned by his parents, Kathleen O. Macke and Kenneth A. Macke or
the Kenneth A. Macke Revocable Trust dated as of December 16, 1986.
ITEM 1. SECURITY AND ISSUER
-------------------
This Amended 13D relates to the common stock, par value $.0001 per share
("Common Stock"), of Duckwall-Alco Stores, Inc., a Delaware corporation (the
"Company"). The address of the Company's principal office is 401 Cottage Street,
Abilene, Kansas 67410.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This Amended 13D is being filed by the following persons as a joint filing
pursuant to Rule 13D-1(k)(1):
Jeffrey J. Macke ("Jeff Macke")
Kathleen O. Macke ("Mrs. Macke")
Kenneth A. Macke Revocable Trust dated as of December 16, 1986
("KAM Trust")
Jeffrey J. Macke
----------------
(a)-(f) The business address of Jeff Macke is 98 Main Street, #606,
Tiburon, CA 94920. Jeff Macke is a member of the Board of Directors of the
Company and a member of the Audit Committee and the Compensation Committee of
the Company. Jeff Macke is the controlling member and investment manager for
Macke Asset Management, LLC, a Delaware limited liability company. Macke Asset
Management, LLC is an investment advisor that provides investment advisory
services for various persons. During the last five years, Jeff Macke (i) has not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (ii) has not 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.
Jeff Macke is a United States citizen.
Kathleen O. Macke
-----------------
(a)-(f) The address of Mrs. Macke is PO Box 3687, Yountville, CA 94599.
Mrs. Macke is a retired individual who also acts as custodian and guardian for
her husband, Kenneth A. Macke ("Kenneth Macke"), and is the trustee of the KAM
Trust. Kenneth Macke is a retired individual and is the father of Jeff Macke and
husband to Mrs. Macke. During the last five years, neither Mrs. Macke nor
Kenneth Macke (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), and (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such
5 OF 10
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.
Mrs. Macke is a United States citizen. Kenneth Macke is a United States
citizen.
Kenneth A. Macke Revocable Trust
--------------------------------
(a)-(f) The principal business of the KAM Trust is managing the assets of
Kenneth Macke. The principal business address of KAM Trust is PO Box 3687
Yountville, CA 94599. During the last five years, the KAM Trust (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (ii) 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. The
KAM Trust is a California trust.
ITEM 3. SOURCE AND AMOUNTS OF FUNDS AND OTHER CONSIDERATION
---------------------------------------------------
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
On April 7, 2005, Jeff Macke resigned his position as attorney-in-fact
under the Custodianship, Irrevocable Proxy and Power of Attorneys granted on
July 27, 1998 by each of Mrs. Macke, Kenneth Macke and the KAM Trust ("Power of
Attorneys"), and terminated the Power of Attorneys. Each of the KAM Trust, Mrs.
Macke and Mrs. Macke on behalf of Kenneth Macke also terminated each of the
Power of Attorneys.
As a Director of the Company, the shares of Common Stock which are the
subject of this filing and which are beneficially owned by Jeff Macke are deemed
to be held by a "controlling person", as defined by the Securities Act of 1933
(the "Act"). As such, limited public market sales may occur pursuant to Rule 144
promulgated under the Act ("Rule 144") and private sales under Section 4 of the
Act ("Section 4"). Accordingly, Jeff Macke holds shares of Common Stock for
investment, but may from time to time elect to dispose of the Common Stock
pursuant to the restrictions of Rule 144 or Section 4. 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 Jeff Macke, general economic, monetary and stock
market conditions, and other applicable business and legal considerations.
Except for as described under this Item 4, Jeff Macke has 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. However, Jeff
Macke reserves the right to formulate such plans or proposals, and to take such
action with respect to any or all of such matters and any other matters as it
may determine.
6 of 10
Mrs. Macke, for herself and on behalf of Kenneth Macke, intends to sell
from time to time the shares of Common Stock beneficially owned by Mrs. Macke
and covered by this Amended 13D.
The KAM Trust intends to sell from time to time the shares of Common Stock
beneficially owned by it and covered by this Amended 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY
-------------------------------------
(a) Currently, Jeff Macke beneficially owns 47,300 shares of Common Stock.
Based on the number of shares outstanding as of October 31, 2004 as indicated on
the Company's quarterly report on Form 10-Q for the period ended October 31,
2004, Jeff Macke beneficially owns 1.1% of all issued and outstanding shares of
Common Stock.
Currently, Mrs. Macke, for herself and on behalf of Kenneth Macke
beneficially owns 429,038 shares of Common Stock. Based on the number of shares
outstanding as of October 31, 2004 as indicated on the Company's quarterly
report on Form 10-Q for the period ended October 31, 2004, Mrs. Macke
beneficially owns 9.6% of all issued and outstanding shares of Common Stock.
Currently, the KAM Trust beneficially owns 399,362 shares of Common Stock.
Based on the number of shares outstanding as of October 31, 2004 as indicated on
the Company's quarterly report on Form 10-Q for the period ended October 31,
2004, the KAM Trust beneficially owns 9.0% of all issued and outstanding shares
of Common Stock.
(b) Jeff Macke has the sole power (i) to dispose 44,800 shares of Common
Stock; and (ii) to vote 44,800 shares of Common Stock.
Mrs. Macke, for herself and on behalf of Kenneth Macke has the sole power
to vote and dispose of 38,676 shares of Common Stock held in the Kenneth A.
Macke IRA. As trustee of the KAM Trust, Mrs. Macke (i) shares with her
investment advisor, K&A Asset Management, LLC ("K&A"), and the KAM Trust the
power to dispose of 399,362 shares of Common Stock; and (ii) shares with the KAM
Trust the power to vote 399,362 shares of Common Stock. K&A is a California
limited liability company and during the last five years, has not been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and (ii) 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.
The KAM Trust (i) shares with Mrs. Macke and K&A the power to dispose of
399,362 shares of Common Stock; and (ii) shares with Mrs. Macke the power to
vote 399,362 shares of Common Stock.
7 of 10
(c) A list of transactions in the past 60 days.
Amount Where and How
Party Date Purchased (Sold) Price Per Share Effective
----- ---- ---------------- --------------- ---------
Jeff Macke 1/25/2005 (57,200) N/A (1)
KAM Trust 1/25/2005 15,368 N/A (1)
Jeff Macke 1/25/2005 1,764 N/A (1)
Jeff Macke 2/3/2005 (1,764) N/A (2)
KAM Trust 3/8/2005 (70,000) $17.9563 (3)
(1) Buckshot Capital LLC, a wholly-owned subsidiary of Macke Asset
Management, LLC, distributed all of its Company Common Stock to the
Buckshot Capital LLC investors which included the transfer of 15,368
shares of Common Stock to the KAM Trust and 1,764 shares of Common Stock
to Jeff Macke.
(2) Jeff Macke gave 1,764 shares of Company Common Stock to several
persons.
(3) Public sale on the open market.
(d-e) None.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
----------------------------------------------------------------------
TO SECURITIES OF THE ISSUER
---------------------------
On April 7, 2005, Jeff Macke resigned and terminated the Custodianship,
Irrevocable Proxy and Power of Attorney Agreements granted on July 28, 1998 by
each Kenneth Macke, Mrs. Macke and the KAM Trust pursuant to a Resignation and
Termination Agreement between Jeff Macke and each of Kenneth Macke, Mrs. Macke
and the KAM Trust. Copies of each of the Resignation and Termination Agreements
are attached hereto as Exhibits 2, 3 and 4.
On August 6, 2003, Kenneth Macke granted Mrs. Macke a durable power of
attorney authorizing her to make all financial and other decisions for Kenneth
Macke. If Mrs. Macke is unable or unwilling to serve as the agent for Kenneth
Macke, the alternative agent is Jeff Macke. A copy of excerpts of sections 1-4,
5.3, 5.4, 5.18, and 5.34 of this durable power of attorney related to the Common
Stock is attached hereto as Exhibit 5.1.
On February 14, 2004, Mrs. Macke, for herself and on behalf of Kenneth
Macke and as trustee of the KAM Trust, entered into a management agreement with
K&A ("Management Agreement") pursuant to which K&A would provide advisory
services with respect to Mr. and Mrs. Macke's securities portfolio, including
those owned by the KAM Trust and those shares reported by Mrs. Macke and the KAM
Trust on this Amended 13D. Under the Management Agreement, K&A has the full
power to supervise the investment and reinvestment of Mr. and Mrs. Macke's
portfolio in securities, mutual funds, and to make and implement all investment
decisions, without prior consultation with Mr. or Mrs. Macke. Pursuant to the
Management Agreement, Mrs. Macke has retained the power to vote the shares
subject to the Management Agreement. A copy of the Management Agreement is
attached hereto as Exhibit 5.2.
8 of 10
ITEM 7. EXHIBITS
--------
1. Joint Filing Agreement dated as of April 12, 2005
2. Resignation and Termination Agreement between Jeffrey Macke and
Kathleen O. Macke dated as of April 7, 2005
3. Resignation and Termination Agreement between Jeffrey Macke and
Kenneth A. Macke signed by Kathleen O. Macke as attorney in fact
dated as of April 7, 2005
4. Resignation and Termination Agreement between Jeffrey Macke and
Kenneth A. Macke signed by Kathleen O. Macke as attorney in fact
dated as of April 7, 2005
5.1 Excerpts of sections 1-4, 5.3, 5.4, 5.18, and 5.34 Durable Power
of Attorney for Financial Management dated as of August 6, 2003
5.2 K&A Asset Management, LLC Agreement dated as of February 14,
2004
9 of 10
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.
April 12, 2005
/s/ Jeffrey J. Macke
----------------------------------------
Jeffrey J. Macke
April 12, 2005 Kenneth A. Macke Revocable Trust dated
as of December 16, 1986
By: /s/ Kathleen O.Macke
------------------------------------
Kathleen O. Macke, Trustee
April 12, 2005
/s/ Kathleen O. Macke
----------------------------------------
Kathleen O. Macke
10 of 10
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 13D/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/13/05 |
| | 4/12/05 | | 9 | | 10 | | | 4 |
| | 4/7/05 | | 1 | | 9 |
| | 10/31/04 | | 7 | | | | | 10-Q |
| | 2/14/04 | | 8 | | 9 |
| | 8/6/03 | | 8 | | 9 |
| | 7/28/98 | | 8 |
| | 7/27/98 | | 6 |
| List all Filings |
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