-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PMXiL6vP5koeK6s9RGs3ql7AGnwR1zmaB8X9WR20MKmOZ2Bqb6GRl+AZxM3VMBhq HFB/k/WeUt7b19tUz6Dnqw== 0000912057-00-006905.txt : 20000216 0000912057-00-006905.hdr.sgml : 20000216 ACCESSION NUMBER: 0000912057-00-006905 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000215 GROUP MEMBERS: DELIA*S INC. GROUP MEMBERS: DELIAS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ITURF INC CENTRAL INDEX KEY: 0001076914 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 133963754 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-56857 FILM NUMBER: 544523 BUSINESS ADDRESS: STREET 1: 435 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2127417785 MAIL ADDRESS: STREET 1: 435 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DELIAS INC CENTRAL INDEX KEY: 0001026114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 133914035 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 435 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2128079060 MAIL ADDRESS: STREET 1: 435 HUDSON ST CITY: NEW YORK STATE: NY ZIP: 10014 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 iTurf Inc. (Name of issuer) Class A Common Stock, par value $.01 per share (Title of class of securities) 46575Q (Common Stock) (CUSIP number) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 46575Q100 1 NAME OF REPORTING PERSON dELiA*s Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3914035 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 11,426,136 NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER 11,426,136 PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,426,136 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 60.4% 12 TYPE OF REPORTING PERSON CO CUSIP No. 46575Q100 1 NAME OF REPORTING PERSON Stephen I. Kahn S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] Not Applicable 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 11,506,136 NUMBER OF SHARES BENEFICIALLY 6 SHARED VOTING POWER 0 OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER 11,506,136 PERSON WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,506,136 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] Not Applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 60.8% 12 TYPE OF REPORTING PERSON IN Item 1. Name of Issuer: (a) iTurf Inc. Address of Issuer's Principal Executive Offices: (b) 435 Hudson Street New York, New York 10014 Item 2. Name of Person Filing: (a) dELiA*s Inc. and Stephen Kahn Address of Principal Business Office or, if None, Residence: (b) 435 Hudson Street New York, New York 10014 Citizenship: (c) dELiA*s Inc.: Delaware Stephen I. Kahn Title of Class of Securities: (d) Class A Common Stock, par value $.01 per share CUSIP Number: (e) 46575Q100 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a: Not Applicable Item 4. Ownership. (a) dELiA*s Inc.: 11,426,136 shares of Class A Common Stock, par value $.01 per share (dELiA*S Inc. holds Class B Common Stock, par value $.01 per share, which may be converted, at any time at the option of dELiA*s Inc., into Class A Common Stock, par value $.01 per share, of the Issuer) Stephen I. Kahn: 11,506,136 shares of Class A Common Stock, par value $.01 per share (80,000 held directly, 11,426,136 held by dELiA*s Inc.); Stephen I. Kahn is the direct owner of approximately 20% of the outstanding shares of dELiA*s Inc. and controls approximately 40% of the voting power in dELiA*s Inc., through a shareholder agreement. (b) dELiA*s Inc.: 60.4% (The Class B Common Stock has super-voting rights that give dELiA*s Inc. 90.1% of the Issuer's total outstanding vote. Upon conversion to Class A Common Stock, the holdings of dELiA*s Inc. would represent 60.4% of the total outstanding vote) Stephen I. Kahn: 60.8% (c) dELiA*s Inc.: (i) 11,426,136 (ii) 0 (iii) 11,426,136 (iv) 0 Stephen I. Kahn: (i) 11,506,136 (ii) 0 (iii) 11,506,136 (iv) 0 Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Not Applicable 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. Date: February 14, 2000 /s/ Stephen I. Kahn ------------------------------- dELiA*s Inc. by Stephen I. Kahn Chief Executive Officer INDEX OF EXHIBITS Exhibit Sequentially Number Description Numbered Page ---------------------------- 1 Joint Filing Agreement dated February 14, 2000, among the Reporting Persons. EXHIBIT 1 TO SCHEDULE 13G Joint Filing Agreement The undersigned hereby agrees and consents that the Schedule 13G filed herewith (this "Schedule 13G") by dELiA*s Inc. is filed on behalf of him pursuant to his authorization to make such filing and that such Schedule 13G is filed jointly on behalf of each of them, pursuant to Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing unless such person knows or has reason to believe that such information is inaccurate. Dated: February 14, 2000 STEPHEN I. KAHN /s/ Stephen I. Kahn - ------------------- Stephen I. Kahn DELIA*S INC. by /s/ Timothy B. Schmidt ------------------------- Timothy B. Schmidt Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----