UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) October 1230, 2014

ALCO Stores, Inc.

(Exact name of registrant as specified in its charter)

Kansas	001-35911	48-0201080
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

751 Freeport Parkway, Coppell, Texas 75019

(Address of principal executive offices) (Zip Code)

(469) 322-2900

(Registrant’s telephone number, including area code)

Not Applicable

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On October 1230, 2014, ~~ALCO~~the ~~Stores~~United States Bankruptcy Court for the Northern District of Texas, ~~Inc.~~ Dallas Division (the “~~Company~~Bankruptcy Court”) ~~entered~~issued ~~into~~ an ~~engagement~~order ~~letter agreement~~ (the “~~Deloitte~~Bid ~~Engagement~~Procedures ~~Agreement~~Order”) ~~with~~approving ~~Deloitte~~bid ~~Transactions~~procedures ~~and~~in ~~Business~~connection ~~Analytics~~with ~~LLP~~an ~~(“Deloitte”),~~auction ~~pursuant~~whereby tothat ~~which~~certain ~~the~~Agency ~~Company~~Agreement ~~engaged~~dated ~~Deloitte~~as toof ~~provide~~October 15, ~~certain~~2014 ~~services~~(the ~~relating~~“Agency toAgreement”) among ALCO Stores, Inc. (the ~~development~~“Company”) and ~~implementation~~its ofsubsidiary, ~~the~~ALCO ~~Company’s~~Holdings, ~~bankruptcy~~Limited ~~strategy~~Liability Company, and toa ~~make~~joint ~~available~~venture ~~Michael~~among ~~Juniper~~Tiger toCapital ~~act~~Group, asLLC, ~~the~~SB ~~Company’s~~Capital ~~duly~~Group, ~~appointed~~LLC, ~~Interim~~and ~~Chief~~Great ~~Restructuring~~American ~~Officer~~Group WF, LLC (collectively, the “~~Interim~~Stalking ~~CRO~~Horse Liquidator”) ~~during~~will ~~the~~serve ~~term~~as of the ~~engagement~~stalking horse bid. ~~The~~Pursuant ~~role~~to of the ~~Interim~~Agency ~~CRO~~Agreement, ~~includes~~the ~~working~~Stalking onHorse aLiquidator ~~collaborative~~has ~~basis~~agreed ~~with~~to act as the Company’s ~~senior~~exclusive ~~executives~~agent tofor ~~coordinate~~the limited purpose of selling specified inventory and merchandise located in the Company’s ~~restructuring~~retail store locations and ~~reorganization~~distribution ~~efforts~~center ~~under~~identified in the ~~Bankruptcy~~Agency ~~Code~~Agreement ~~(as~~and ~~defined~~all ~~below)~~furniture, ~~including~~fixtures and equipment located in such store locations (collectively, the ~~identification~~“Subject Assets”), ~~development~~in ~~and~~each ~~implementation~~case ofby ~~strategies~~means ~~related~~of toa ~~the~~“going ~~Company’s~~out of business”, ~~plan. The~~“store ~~Interim~~closing”, ~~CRO~~“sale on everything”, ~~assisted~~“everything bymust ~~other~~go”, ~~personnel~~or ofsimilarly ~~Deloitte~~themed sale. Under the Agency Agreement, isthe ~~also~~effectiveness ~~engaged~~of the Agency Agreement remains subject to ~~assist~~Bankruptcy ~~the~~Court ~~Company~~approval ~~in,~~of ~~among~~the ~~other~~Agency ~~things:~~Agreement. The ~~(i) assisting~~Agency inAgreement ~~developing~~provides that the Company’s ~~financial~~is ~~and~~guaranteed ~~operational~~to ~~turnaround~~receive ~~strategy,~~an ~~bankruptcy~~amount ~~strategies~~equal ~~and~~to ~~associated~~91% ~~activities;~~of ~~(iii) assisting~~the ~~with~~aggregate ~~the~~cost ~~implementation~~value of the ~~Company’s~~inventory ~~financial~~ and ~~operational~~merchandise ~~turnaround~~sold ~~strategy;~~by ~~and~~the ~~(iii) providing~~Stalking ~~such~~Horse ~~other~~Liquidator, ~~services~~subject asto certain adjustments contained therein. The Company may bereceive ~~agreed~~additional toamounts byfrom ~~Deloitte~~the sale of the inventory and merchandise if the ~~Company~~total insale ~~writing~~proceeds exceed specified thresholds.

The ~~information~~Bid ~~set~~Procedures ~~forth~~Order ~~below~~contains inan ~~Item 1.03~~approval of ~~this~~the ~~Current~~terms ~~Report~~of onthe ~~Form 8-K~~Agency ~~regarding~~Agreement, including bid protections payable to the ~~DIP~~Stalking ~~Credit~~Horse Liquidator in the event the Agency Agreement is terminated under certain circumstances, consisting of (i) a break-up fee of $1,400,000, among other things, to compensate the Stalking Horse Liquidator as ~~defined~~a ~~below~~stalking-horse bidder, and (ii) an isexpense ~~incorporated~~reimbursement, ~~herein~~including bycertain ~~reference~~signage costs, as reasonable inducement for the Stalking Horse Liquidator to act as exclusive agent to conduct a liquidation transaction on the terms set forth in the Agency Agreement. The Bid Procedures Order also contains bid procedures for an auction of the Company’s assets in either a liquidation sale or a going concern transaction.

~~Item~~The ~~1.03~~foregoing description of (i) the Agency Agreement is qualified in its entirety by reference to the Agency Agreement filed with the Bankruptcy orCourt, ~~Receivership~~and (ii) the Bid Procedures Order is qualified in its entirety by reference to the Bid Procedures Order issued by the Bankruptcy Court.

On October 13, 2014 (the “Petition Date”), the Company and its subsidiary, ALCO Holdings, Limited Liability Company (together, the “Debtors”), filed voluntary petitions for relief (the “Chapter 11 Petitions”) in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”). The Debtors expect to continue to operate their businesses as “debtorsForward-~~in-possession”~~Looking under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code during the pendency of the cases under Chapter 11 of the Bankruptcy Code (the “Chapter 11 cases”).Statements

OnIn ~~the~~addition ~~Petition~~to ~~Date~~historical information, ~~the~~this ~~Company~~Current ~~entered~~Report ~~into~~on aForm 8-K ~~Debtor~~contains “forward-~~in-Possession~~looking ~~Credit~~statements” ~~Agreement~~within (the ~~“DIP~~meaning ~~Credit~~of ~~Agreement”),~~the bySecurities ~~and~~Act ~~among~~of ~~ALCO Stores~~1933, ~~Inc.,~~ as ~~Lead Borrower~~amended, and the ~~persons~~Securities ~~named~~Exchange inAct ~~Schedule~~of ~~1.01~~1934, ~~and~~as ~~Schedule 1~~amended.02 All ~~thereto,~~statements ~~Wells~~other ~~Fargo~~than ~~Bank,~~statements ~~National~~of ~~Association,~~historical asfacts ~~Administrative~~included ~~Agent~~in ~~and~~this ~~Collateral~~Current ~~Agent~~Report ~~(in~~on ~~such capacity, the~~Form ~~“Agent”),~~8-K ~~Swing~~are ~~Line~~forward-looking ~~Lender,~~statements. These ~~Term~~statements ~~Loan~~speak ~~Agent,~~only ~~Sole~~as ~~Lead~~of ~~Arranger~~the ~~and~~date ~~Sole~~of ~~Bookrunner~~this ~~for~~Current ~~the~~Report ~~lender~~on ~~parties thereto~~Form 8-K, and ~~the~~we ~~lenders~~disclaim ~~party~~any ~~thereto~~intention ~~(the~~or ~~“Lenders”),~~obligation ~~pursuant~~ to ~~which~~update ~~the~~or ~~Agent~~revise ~~and~~any ~~the~~forward-looking ~~Lenders~~statements ~~agreed~~ to ~~provide~~reflect ~~(i) a~~new ~~senior~~information, ~~secured~~future ~~revolving~~events ~~credit~~or ~~facility~~developments inor anotherwise. These ~~aggregate~~statements ~~principal~~are ~~amount~~subject ~~not~~ to ~~exceed~~risks ~~$110,000,000~~ and ~~(ii) a~~uncertainties ~~senior~~that ~~secured~~could ~~term~~cause ~~loan in~~ the ~~original~~Company’s ~~principal~~actual ~~amount~~results ~~of $12,675,000, in order~~ to, ~~among~~differ ~~other~~materially ~~things,~~from ~~repay certain pre-petition obligations, fund~~ the ~~Debtors’~~future ~~Chapter~~results 11expressed ~~cases,~~or ~~and~~implied ~~provide~~by ~~working capital for~~ the ~~Debtors~~forward-looking ~~during the pendency of the Chapter 11 cases~~statements.

InThese ~~connection~~risks and uncertainties include but are not limited to (i) the Company’s ability to obtain Bankruptcy Court approval with ~~filing~~respect to motions in the Chapter 11 ~~Petitions~~cases, (ii) the ~~Debtors~~expectation ~~filed~~that ~~motions~~the ~~seeking~~Chapter 11 cases will enable us to sell our assets in an orderly manner and maximize the value for our stakeholders, our ability to operate our business during this process and the plans and objectives of our management and assumptions regarding our future performance, (iii) the effects of the Company’s bankruptcy filing on the Company and the interests of various creditors, equity holders and other constituents, (iv) Bankruptcy Court ~~approval~~rulings in the Chapter 11 cases and the outcome of the ~~DIP~~cases ~~Credit~~in ~~Agreement~~general, (v) the length of time the Company will operate under the Chapter 11 cases, (vi) risks associated with third party motions in the Chapter 11 cases, which may interfere with the Company’s ability to develop and consummate the plan of liquidation, and (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations. In the event that the risks disclosed in the Company’s public filings and those discussed above cause results to differ materially from those expressed in the Company’s forward-looking statements, the Company’s business, financial condition, results of operations or liquidity, and the interests of creditors, equity holders and other constituents, could be materially adversely affected.

~~The foregoing description of the DIP Credit Agreement is qualified in its entirety by reference to the DIP Credit Agreement filed with the Bankruptcy Court.~~2

~~Item 2.04 Triggering Events That Accelerate Or Increase A Direct Financial Obligation Or An Obligation Under An Off-Balance Sheet Arrangement.~~SIGNATURES

~~The~~Pursuant filing of the Chapter 11 Petitions described in Item 1.03 of this Current Report on Form 8-K constituted an event of default under the Amended and Restated Credit Agreement, dated as of May 30, 2014 (the “Credit Agreement”), by and between the Company and Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), collateral agent, and lender (as amended, modified or supplemented, from time to ~~time). The Credit Agreement provides that as a result of~~ the ~~Chapter~~requirements ~~11 Petitions, the Administrative Agent may (i) declare the unpaid principal amount~~ of ~~all outstanding revolving credit loans, term loan, and real estate loan under~~ the ~~Credit~~Securities ~~Agreement,~~Exchange ~~and~~Act ~~all interest accrued and unpaid thereon to be immediately due and payable; and (ii) require that the Debtors pledge and deposit with the Administrative Agent, for the benefit~~ of ~~the Wells Fargo Bank~~1934, ~~as letter of credit issuer under~~ the ~~Credit~~registrant ~~Agreement,~~has asduly ~~collateral~~caused ~~for~~this ~~aggregate~~report ~~undrawn amount available~~ to be ~~drawn~~signed ~~under~~on ~~all~~its ~~outstanding~~behalf ~~letters~~by ~~of credit issued under~~ the ~~Credit~~undersigned ~~Agreement,~~hereunto ~~cash~~duly ~~or deposit account balances in an amount equal to 105% of the outstanding amount of all outstanding letters of credit issued under the Credit Agreement~~authorized. The aggregate amount outstanding under the Credit Agreement is approximately $110 million, and the aggregate face amount of such outstanding letters of credit is approximately $11 million. The Company believes that any efforts to enforce such payment obligations under the Credit Agreement are stayed as a result of the Chapter 11 Petitions, and the creditor’s rights of enforcement in respect of the Credit Agreement are subject to the applicable provisions of the Bankruptcy Code.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


	ALCO STORES, INC.


Date: November 4, 2014	By:	/s/ Stanley B. Latacha
		Stanley B. Latacha
		Interim Chief Executive Officer

On October 13, 2014, the Company received a letter from the Director of Listing Qualifications of The NASDAQ Stock Market LLC (the “Director”) stating that the staff of The NASDAQ Stock Market, LLC (the “Staff”) has determined that the Company’s securities will be delisted from The NASDAQ Stock Market. The letter states that the delisting notice was issued as a result of the Company’s announcement on October 13, 2014 that it had filed for protection under Chapter 11 of the U.S. Bankruptcy Code, and that the letter was issued by the Staff pursuant to its discretionary authority under NASDAQ Listing Rules 5101, 5110(b), and IM-5101-1.3

The Staff’s determination was based on the Company’s voluntary Chapter 11 filing, the associated public interest concerns raised by it; concerns regarding the residual equity interest of the existing listed securities holders; and concerns about the Company’s ability to sustain compliance with all requirements for continued listing on The NASDAQ Stock Market.

Unless the Company requests an appeal of this determination, trading of the Company’s common stock will be suspended at the opening of business on October 22, 2014 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on The NASDAQ Stock Market.

Item 8.01 Other Events

On October 13, 2014, the Company issued a press release announcing the filing of a voluntary petition seeking relief under the Bankruptcy Code. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

In addition to historical information, this Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this Current Report on Form 8-K are forward-looking statements. These statements speak only as of the date of this Current Report on Form 8-K, and we disclaim any intention or obligation to update or revise any forward-looking statements to reflect new information, future events or developments or otherwise. These statements are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from the future results expressed or implied by the forward-looking statements.

These risks and uncertainties include but are not limited to (i) the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 cases, (ii) the expectation that the Chapter 11 cases will enable us to sell our assets in an orderly manner and maximize the value for our stakeholders, our ability to operate our business during this process and the plans and objectives of our management and assumptions regarding our future performance, (iii) the effects of the Company’s bankruptcy filing on the Company and the interests of various creditors, equity holders and other constituents, (iv) Bankruptcy Court rulings in the Chapter 11 cases and the outcome of the cases in general, (v) the length of time the Company will operate under the Chapter 11 cases, (vi) risks associated with third party motions in the Chapter 11 cases, which may interfere with the Company’s ability to develop and consummate the plan of liquidation, and (vii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations. In the event that the risks disclosed in the Company’s public filings and those discussed above cause results to differ materially from those expressed in the Company’s forward-looking statements, the Company’s business, financial condition, results of operations or liquidity, and the interests of creditors, equity holders and other constituents, could be materially adversely affected.

The Company’s stockholders are cautioned that trading in shares of the Company’s equity securities during the pendency of its Chapter 11 bankruptcy proceedings is highly speculative and poses substantial risks. Trading prices for the Company’s equity securities may bear little or no relationship to the actual recovery, if any, by holders in our Chapter 11 bankruptcy proceedings. Accordingly, the Company urges extreme caution with respect to existing and future investments in its equity securities.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
99.1		Press Release dated October 13, 2014.

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.

	ALCO STORES, INC.
Date: October 14, 2014	By:	/s/ Stanley B. Latacha
		Stanley B. Latacha
		Interim Chief Executive Officer

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