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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) March 15, 2005
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Duckwall-ALCO Stores, Inc.
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(Exact name of registrant as specified in its charter)
Kansas 0-20269 48-0201080
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
401 Cottage, Abilene, KS 67410-2832
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (785) 263-3350
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(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))
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Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On March 15, 2005, the Company entered into a memorandum of understanding
with Bruce Dale under which Mr. Dale will become the Company's President and
Chief Executive Officer. Pursuant to this memorandum, Mr. Dale will receive a
base salary of $325,000 along with other benefits currently provided to other
executives of the Company. Mr. Dale will receive options to purchase 100,000
shares of the Company's common stock under the Company's 2003 Incentive Stock
Option Plan. The Company also will pay Mr. Dale up to $66,000 as reimbursement
of real estate commissions incurred by Mr. Dale in connection with the sale of
his house in Bloomfield, Michigan. The Company and Mr. Dale intend to enter into
an employment agreement which will incorporate the terms of the memorandum, will
provide for a two-year employment term, and include a mutually agreeable bonus
plan for Mr. Dale. A copy of the memorandum is attached hereto as Exhibit 10.1
and incorporated by reference herein.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On March 21, 2005, the Company issued a press release announcing that
Bruce Dale is joining the company as President and Chief Executive Officer
effective March 28, 2005. Mr. Dale has thirty-five years of retailing
experience, including ten years at Michaels Stores where he served for eight of
those years as president of Aaron Brothers Art & Framing, a wholly owned
subsidiary of Michaels Stores, Inc. Prior to joining Michaels Stores, Dale
served in a variety of senior level operating and merchandising positions with a
number of respected national retailers.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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10.1 Memorandum of Understanding, dated as of March 15,
2005, between Duckwall-ALCO Stores, Inc. and Bruce Dale
99.1 Press Release, dated March 21, 2005
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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: March 21, 2005 By: /s/ Richard A. Mansfield
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Name: Richard A. Mansfield
Title: Vice President - Finance
Chief Financial Officer
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