UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 27, 2004 ____________________________ Duckwall-ALCO Stores, Inc. ____________________________________________________________________________ (Exact name of registrant as specified in its charter) Kansas 0-20269 48-0201080 ___________________ _______________________ ________________________ (State or other (Commission File (IRS Employer jurisdiction Number) Identification No.) of incorporation) 401 Cottage, Abilene, KS 67410-2832 __________________________________________ ________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (785) 263-3350 _________________________ ____________________________________________________________________________ (Former name or former address if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Section 1 Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement On November 23, 2004, Duckwall-ALCO Stores, Inc. (the "Company") announced that its Board of Directors had regretfully accepted the voluntary resignation of Glen Shank as the Company's Chairman of the Board and President. On December 27, 2004, the Company entered into a Separation Agreement and Release (the "Agreement") with Mr. Shank, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein. Pursuant to this Agreement, Mr. Shank's retirement will become effective on the earlier of April 30, 2005, or when a successor has been hired and the transition to that successor is complete. On June 1, 2005, the Company will begin paying Mr. Shank $299,000, less appropriate payroll deductions, in twelve monthly payments. Following Mr. Shank's retirement the Company will continue to provide Mr. Shank and his spouse with the health care insurance coverage that is currently provided to the Company's employees until the earlier of Mr. Shank's death or the date on which he turns sixty-five years of age. In consideration for these payments and benefits, Mr. Shank released the Company from any potential claims he may have against the Company, including any employment related claims. Section 2 - Financial Information Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. See Item 1.01, which is incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. Exhibit No. Description __________ ___________ 10.1 Separation Agreement and Release, dated December 27, 2004, between Duckwall-ALCO Stores, Inc. and Glen L. Shank 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. (Registrant) Duckwall-ALCO Stores, Inc. Date: December 28, 2004 By: /s/ Richard A. Mansfield ________________________________ Name: Richard A. Mansfield Title: Vice President - Finance Chief Financial Officer 3