CUSIP No 264142100
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1
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strongbow Capital, Ltd.
None
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
WC
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
543,517
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
543,517
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,517
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No 264142100
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1
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strongbow Capital
Management, Ltd.
None
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
543,517
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
543,517
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,517
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
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14
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TYPE OF REPORTING PERSON
CO
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CUSIP No 264142100
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1
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NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raymond A. D.
French
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
00
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Ireland
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7 SOLE VOTING POWER
0
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8 SHARED VOTING POWER
543,517
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9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
543,517
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,517
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
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14
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TYPE OF REPORTING PERSON
IN
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CUSIP No 264142100
This Amendment No. 12 to the Schedule 13D (the Schedule 13D), dated March 4, 2008, 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.
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Security and Issuer
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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.
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Identity and Background
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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 52 Parkway Drive, Box 490, Grand Cayman KY1-1106, Cayman Islands, British West Indies. Mr. French is a company director. Mr. French is Chairman of
SCM and is the controlling person of SCM. Mr. Frenchs phone contact is: 1-345-946-0401. Mr. Frenchs 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.
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Name
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Occupation
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Address
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Citizenship
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Raymond A. D. French
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Company Director
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52 Parkway Drive, Box 490
Grand Cayman KY1-1106
Cayman Islands, British West Indies
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Irish
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Raymond J. R. French
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Company Director
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Ballacoyne
Cammall Kirk Michael
Isle of Man IM6 1AU British Isles
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Irish
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Mr. French is the managing director of SCM. The names, present principal occupations and business addresses
of the directors of SCM are set forth below.
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Name
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Occupation
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Address
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Citizenship
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Raymond A. D. French
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Managing Director
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52 Parkway Drive, Box 490
Grand Cayman KY1-1106
Cayman Islands, British West Indies
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Irish
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Raymond J. R. French
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Company Director
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Ballacoyne
Cammall Kirk Michael
Isle of Man IM6 1AU British Isles
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Irish
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CUSIP No 264142100
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.
Item 3.
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Source and Amount of Funds or Other Consideration.
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No change from
prior filing.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended by adding
the following:
The Filing Parties believe that the estimated results for Fiscal 2008 announced by the Company on February 29, 2008, shows
that the Companys operating performance is deteriorating at an alarming rate. The Filing Parties also believe that Mr. Gfeller and Mr. Ring, who have led the board of directors during the past three years, share responsibility for these
results with the former CEO. In the opinion of the Filing Parties, the Company needs an immediate change in leadership; shareholders can not afford to wait until the 2008 annual meeting for the board to begin to solve the Companys problems.
Accordingly, the Filing Parties call upon the board to take the following steps:
1. Immediately, replace Mr. Gfeller with Mr. Winsten as
chairman of the board;
2. Immediately obtain the resignations of Mr. Gfeller and Mr. Ring from the Board;
3. Fill the resulting board vacancies as soon as possible with individuals recommended by the Filing Parties. Mr. Raymond A.D. French, one of the Filing
Parties, is prepared to fill one of those board positions.
Item 5.
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Interest in Securities of the Issuer.
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(a) The following table sets
forth information with respect to the Common Stock beneficially owned by each Filing Party as of the close of business on March 3, 2008:
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Name
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Number
of Shares
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Approximate
Percentage
of
Outstanding
Shares
1
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Strongbow
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543,517
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14.3
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%
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SCM
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543,517
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14.3
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%
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Raymond A. D. French
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543,517
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14.3
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%
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(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.
(c) There
have been no transactions with respect to the Shares during the past 60 days by the Filing Persons.
(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.
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Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.
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1
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Computed on the basis of 3,809,841 shares of Common Stock outstanding as of October 28, 2007 as specified in the
Quarterly Report on Form 10-Q of the Company, filed with the SEC on 12/07/2007.
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CUSIP No 264142100
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.
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Material to be filed as Exhibits.
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None.
CUSIP No 264142100
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: March 4, 2008
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STRONGBOW CAPITAL, LTD.
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By:
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/s/ Raymond A. D. French
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Raymond A. D. French
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Director
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STRONGBOW CAPITAL MANAGEMENT, LTD.
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By:
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/s/ Raymond A. D. French
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Raymond A. D. French
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Director
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RAYMOND A. D. FRENCH
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By:
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/s/ Raymond A. D. French
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