-----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, WDZZ7HEyhGQPfNk/rItXPBJtl9MbGcIm1YXlN3qnNaoIh+hdfxgU0Ov1latdAw0o G4+YecRNhg6Cp4dD4UCaNg== 0001144204-03-005341.txt : 20030905 0001144204-03-005341.hdr.sgml : 20030905 20030905122819 ACCESSION NUMBER: 0001144204-03-005341 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030905 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELIA S CORP 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56857 FILM NUMBER: 03883171 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2128079060 MAIL ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: ITURF INC DATE OF NAME CHANGE: 19990115 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALLOY INC CENTRAL INDEX KEY: 0001080359 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 043310676 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2122444307 MAIL ADDRESS: STREET 1: 151 WEST 26TH STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY ONLINE INC DATE OF NAME CHANGE: 19990309 FORMER COMPANY: FORMER CONFORMED NAME: ALLOY COM INC DATE OF NAME CHANGE: 19990224 SC TO-T/A 1 alloy_sc-to.txt - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) DELIA*S CORP. (Name of Subject Company (Issuer)) DODGER ACQUISITION CORP., an indirect wholly owned subsidiary of ALLOY, INC. (Name of Filing Person (Offerors)) CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 24688Q101 (CUSIP Number of Class of Securities) ---------- MATTHEW C. DIAMOND CHAIRMAN AND CHIEF EXECUTIVE OFFICER 151 WEST 26TH STREET, 11TH FLOOR NEW YORK, NEW YORK 10001 (212) 244-4307 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) ---------- COPY TO: SAMUEL A. GRADESS RICHARD M. GRAF, ESQ. CHIEF FINANCIAL OFFICER KATTEN MUCHIN ZAVIS ROSENMAN 151 WEST 26TH STREET, 11TH FLOOR 1025 THOMAS JEFFERSON STREET, NW NEW YORK, NEW YORK 10001 WASHINGTON, DC 20007 (212) 244-4307 (202) 625-3500 - -------------------------------------------------------------------------------- CALCULATION OF FILING FEE TRANSACTION VALUATION(1) AMOUNT OF FILING FEE(2) $50,099,753 $4,054 (1) Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the purchase of a total of (i) 53,438,809 shares of the outstanding Class A common stock, par value $0.01 per share, of the Issuer (the "Issuer Company Stock") and (ii) 547,994 shares of Issuer Company Stock issuable upon the net exercise of vested outstanding warrants and options having an exercise price less than or equal to the offer price of $0.928 per share. (2) The amount of the filing fee, calculated in accordance with Rule 0-11(a)(2) and Section 14(g)(3) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.00008090 multiplied by the transaction value. |X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. ---------- Amount Previously Paid: $4,054 Form or Registration No.: SC TO-T Filing Party: Dodger Acquisition Corp. and Alloy, Inc. Date Filed: August 6, 2003
|_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |X| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: | | 2 SCHEDULE 13D/A This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on August 8, 2003 by Alloy, Inc. and Dodger Acquisition Corp. CUSIP No. 24688Q101
- ------------------------------------------------------------------------------------- ------------------------------------ 1. Name of reporting persons. . . . . . . . . . . . . . . . . . . . . . . . . Alloy, Inc. I.R.S. Identification Nos. of above persons (entities only).. . . . . 04-3310676 - ------------------------------------------------------------------------------------- ------------------------------------ 2. Check the appropriate box if a member of a group (a) |X| (b) |_| - ------------------------------------------------------------------------------------- ------------------------------------ 3. SEC use only - ------------------------------------------------------------------------------------- ------------------------------------ 4. Source of funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WC - ------------------------------------------------------------------------------------- ------------------------------------ 5. Check box if disclosure of legal proceedings is required pursuant to Items |_| 2(d) or 2(e). - ------------------------------------------------------------------------------------- ------------------------------------ 6. Citizenship or place of organization. . . . . . . . . . . . . . . . . . . State of Delaware - ------------------------------------------------ ------------------------------------ ------------------------------------ Number of shares 7. Sole voting power 46,991,870 beneficially owned by each reporting person with: - ------------------------------------------------ ------------------------------------ ------------------------------------ 8. Shared voting power 0 - ------------------------------------------------ ------------------------------------ ------------------------------------ 9. Sole dispositive power 46,991,870 - ------------------------------------------------ ------------------------------------ ------------------------------------ 10. Shared dispositive power 0 - ------------------------------------------------ ------------------------------------------------------------------------- 11. Aggregate amount beneficially owned by each reporting person. 46,991,870 - ------------------------------------------------------------------------------------- ------------------------------------ 12. Check box if the aggregate amount in Row 11 excludes certain shares. |-| - ------------------------------------------------------------------------------------- ------------------------------------ 13. Percent of class represented by amount in Row (11). . . . . . . . . . 88.15% - ------------------------------------------------------------------------------------- ------------------------------------ 14. Type of reporting person. . . . . . . CO - ------------------------------------------------------------------------------------- ------------------------------------
3 SCHEDULE 13D/A This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on August 8, 2003 by Alloy, Inc. and Dodger Acquisition Corp. CUSIP No. 24688Q101
- ------------------------------------------------------------------------------------- ------------------------------------ 1. Name of reporting persons. . . . . . . . . . . . . . . . . . . . . . . . . Dodger Acquisition Corp. I.R.S. Identification Nos. of above persons (entities only). . . - ------------------------------------------------------------------------------------- ------------------------------------ 2. Check the appropriate box if a member of a group (a) |X| (b) |_| - ------------------------------------------------------------------------------------- ------------------------------------ 3. SEC use only - ------------------------------------------------------------------------------------- ------------------------------------ 4. Source of funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WC - ------------------------------------------------------------------------------------- ------------------------------------ 5. Check box if disclosure of legal proceedings is required pursuant to Items |_| 2(d) or 2(e). - ------------------------------------------------------------------------------------- ------------------------------------ 6. Citizenship or place of organization. . . . . . . . . . . . . . . . . . . State of Delaware - ------------------------------------------------ ------------------------------------ ------------------------------------ Number of shares 7. Sole voting power 46,991,870 beneficially owned by each reporting person with: - ------------------------------------------------ ------------------------------------ ------------------------------------ 8. Shared voting power 0 - ------------------------------------------------ ------------------------------------ ------------------------------------ 9. Sole dispositive power 46,991,870 - ------------------------------------------------ ------------------------------------ ------------------------------------ 10. Shared dispositive power 0 - ------------------------------------------------ ------------------------------------------------------------------------- 11. Aggregate amount beneficially owned by each reporting person. 46,991,870 - ------------------------------------------------------------------------------------- ------------------------------------ 12. Check box if the aggregate amount in Row 11 excludes certain shares. |-| - ------------------------------------------------------------------------------------- ------------------------------------ 13. Percent of class represented by amount in Row (11). . . . . . . . . . 88.15% - ------------------------------------------------------------------------------------- ------------------------------------ 14. Type of reporting person. . . . . . CO - ------------------------------------------------------------------------------------- ------------------------------------
4 SCHEDULE TO/A ITEMS 1-11. This Amendment No. 4 (the "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed initially with the Securities and Exchange Commission on August 6, 2003, by Dodger Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly owned subsidiary of Alloy, Inc., a Delaware corporation ("Alloy"), and by Alloy. Purchaser and Alloy filed Amendment No. 1 to the Schedule TO on August 21, 2003, filed Amendment No. 2 to the Schedule TO on August 27, 2003 and filed Amendment No. 3 to the Schedule TO on August 29, 2003. The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of Class A common stock, par value $0.01 per share (the "Shares"), of dELiA*s Corp., a Delaware corporation ("dELiA*s"), at a purchase price of $0.928 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 6, 2003 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(1) and (a)(1)(2) thereto, respectively. Capitalized terms that are not otherwise defined herein shall have the respective meanings ascribed to them in the Schedule TO or the Offer to Purchase, as applicable. Items 1-11 of the Schedule TO are hereby amended and supplemented to add the following: The Offer expired at 12:00 midnight, New York City time, on Wednesday, September 3, 2003. Purchaser has accepted for purchase all Shares validly tendered in the Offer at the Offer Price. Based on information provided by American Stock Transfer & Trust Company, the depositary for the Offer, Purchaser has acquired approximately 46,991,870 Shares (including approximately 1,087,052 Shares tendered which are subject to guaranteed delivery), or approximately 88.15% of the outstanding Shares as of September 3, 2003. On September 4, 2003, Alloy and dELiA*s jointly issued a press release, announcing that Purchaser accepted all Shares validly tendered in the Offer and that Purchaser commenced a subsequent offering period for all remaining untendered Shares expiring on the earlier of (1) the date on which shares of dELiA*s Class A common stock validly tendered and not withdrawn, together with all shares of dELiA*s Class A common stock then owned by Alloy and Purchaser, represents at least 90% of dELiA*s outstanding common stock and (2) 5:00 p.m. EDT on Wednesday, September 10, 2003, unless extended. Purchaser will immediately accept all Shares properly tendered during the subsequent offering period and will pay the tendering stockholders promptly after acceptance. The same $0.928 per Share price offered in the prior offering period will be paid during the subsequent offering period. Shares tendered during the subsequent offering period may not be withdrawn. Alloy and Purchaser reserve the right to extend the subsequent offering period in accordance with applicable law. The full text of the press release issued by Alloy and dELiA*s is attached hereto as Exhibit (a)(5)(6) and is incorporated herein by reference. Pursuant to the Acquisition Agreement, Alloy intends to cause the Merger of Purchaser with and into dELiA*s to become effective as soon as practicable. In connection with the Merger, each Share owned by Alloy or Purchaser, each Share held in treasury by dELiA*s and each share of Class B common stock of dELiA*s outstanding immediately prior to the Effective Time will be canceled and will cease to exist. All other Shares issued and outstanding immediately prior to the Effective Time, other than Shares owned by stockholders who shall properly and validly exercise appraisal rights under Delaware law in respect of such Shares, will be canceled and converted automatically into the right to receive $0.928 in cash per Share, without interest. ITEM 12. EXHIBITS Item 12 of Schedule TO is hereby amended as follows:
EXHIBIT NUMBER DESCRIPTION [GRAPHIC OMITTED] [GRAPHIC OMITTED] - ------------------------------------------------------------------------------------------------------------- (a)(1)(1) Offer to Purchase, dated August 6, 2003. * (a)(1)(2) Form of Letter of Transmittal.* (a)(1)(3) Form of Notice of Guaranteed Delivery. * (a)(1)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * (a)(1)(7) Form W-8BEN and Instructions for same. * (a)(1)(8) Form of Summary Advertisement, dated August 6, 2003. * (a)(1)(9) Form of Letter to Holders of Certificates Issued by dELiA*s Inc. * (a)(5)(1) Text of press release issued by Alloy on July 31, 2003.* (a)(5)(2) Text of press release issued by dELiA*s on July 31, 2003.* (a)(5)(3) Transcript of conference call hosted by Alloy, Inc. on July 31, 2003.* (a)(5)(4) Text of press release issued by Alloy and dELiA*s on August 26, 2003.* (a)(5)(5) Text of press release issued by Alloy on August 28, 2003.* (a)(5)(6) Text of press release issued by Alloy and dELiA*s on September 4, 2003. (b) Not applicable. (d)(1) Acquisition Agreement, dated as of July 30, 2003, by and among dELiA*s, Alloy and Purchaser. * (d)(2) Tender and Stockholder Support Agreement, dated as of July 30, 2003, by and among Alloy, Purchaser, Stephen I. Kahn and Geraldine Karetsky. * (d)(3) Form of Consulting Agreement between the Surviving Corporation and Stephen I. Kahn. * (d)(4) Form of Termination Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(5) Form of Employment Agreement between the Surviving Corporation and Christopher C. Edgar. * (d)(6) Form of Employment Agreement between the Surviving Corporation and Evan Guillemin. * (d)(7) Form of Confidentiality and Non-Competition Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(8) Form of Mutual General Release between the Surviving Corporation and specified senior executive officers of dELiA*s. * (g) Not applicable. (h) Not applicable.
- ---------- * Previously filed. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3 Not applicable. 6 SIGNATURE After due 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. DODGER ACQUISITION CORP. By /s/ SAMUEL A. GRADESS ----------------------------- Name: Samuel A. Gradess Title: Treasurer ALLOY, INC. By /s/ SAMUEL A. GRADESS ----------------------------- Name: Samuel A. Gradess Title: Chief Financial Officer/Secretary Dated: September 5, 2003 7 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------------------------------------------------------------------------------------------------------------- (a)(1)(1) Offer to Purchase, dated August 6, 2003. * (a)(1)(2) Form of Letter of Transmittal.* (a)(1)(3) Form of Notice of Guaranteed Delivery. * (a)(1)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * (a)(1)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * (a)(1)(7) Form W-8BEN and Instructions for same. * (a)(1)(8) Form of Summary Advertisement, dated August 6, 2003. * (a)(1)(9) Form of Letter to Holders of Certificates Issued by dELiA*s Inc. * (a)(5)(1) Text of press release issued by Alloy on July 31, 2003.* (a)(5)(2) Text of press release issued by dELiA*s on July 31, 2003.* (a)(5)(3) Transcript of conference call hosted by Alloy, Inc. on July 31, 2003.* (a)(5)(4) Text of press release issued by Alloy and dELiA*s on August 26, 2003.* (a)(5)(5) Text of press release issued by Alloy on August 28, 2003.* (a)(5)(6) Text of press release issued by Alloy and dELiA*s on September 4, 2003. (b) Not applicable. (d)(1) Acquisition Agreement, dated as of July 30, 2003, by and among dELiA*s, Alloy and Purchaser. * (d)(2) Tender and Stockholder Support Agreement, dated as of July 30, 2003, by and among Alloy, Purchaser, Stephen I. Kahn and Geraldine Karetsky. * (d)(3) Form of Consulting Agreement between the Surviving Corporation and Stephen I. Kahn. * (d)(4) Form of Termination Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(5) Form of Employment Agreement between the Surviving Corporation and Christopher C. Edgar. * (d)(6) Form of Employment Agreement between the Surviving Corporation and Evan Guillemin. * (d)(7) Form of Confidentiality and Non-Competition Agreement between the Surviving Corporation and specified senior executive officers of dELiA*s. * (d)(8) Form of Mutual General Release between the Surviving Corporation and specified senior executive officers of dELiA*s. * (g) Not applicable. (h) Not applicable.
- ---------- * Previously filed. 8 EX-99.(A)(5)(6) 3 alloy_ex99-a56.txt Exhibit (a)(5)(6) Contacts: Alloy, Inc.: Sam Gradess Chief Financial Officer 212/244-4307 Alloy, Inc. Investor Relations: A.J. Goodman PR21, Inc. 212/299-8888 dELiA*s Corp: Evan Guillemin Chief Operating Officer 212/590-6202 ALLOY AND DELIA*S ANNOUNCE RESULTS OF DELIA*S TENDER OFFER; ALLOY ACQUIRES APPROXIMATELY 88% OF DELIA*S ALLOY TO PROVIDE SUBSEQUENT OFFERING PERIOD NEW YORK, NY - SEPTEMBER 4, 2003 - Alloy, Inc. (Nasdaq:ALOY) and dELiA*s Corp. (Nasdaq:DLIA) today announced the results of Alloy's tender offer for all the outstanding shares of Class A common stock of dELiA*s, which expired at midnight on September 3, 2003. Based upon a preliminary tally by American Stock Transfer & Trust Company, the Depositary for the offer, 46,991,870 shares, or approximately 88.15% of dELiA*s' outstanding Class A common stock, were validly tendered into the offer. Dodger Acquisition Corp., the wholly-owned subsidiary of Alloy through which the offer was made, has accepted for payment all shares validly tendered and not properly withdrawn. The final count of shares tendered, including guaranteed deliveries, will be available on September 8, 2003. dELiA*s shareholders who validly tendered prior to the expiration of the offer and whose shares were not properly withdrawn will promptly receive the offer price of $0.928 net per share, in cash. Alloy also announced that it will provide a subsequent offering period pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, which will commence at 9:00 a.m. EDT today and expire on the earlier of (1) the date on which shares of dELiA*s Class A common stock validly tendered and not withdrawn, together with all shares of dELiA*s Class A common stock then owned by Alloy and Dodger, represents at least 90% of dELiA*s outstanding common stock and (2) 5:00 p.m. EDT on Wednesday, September 10, 2003, unless extended. Class A common shares of dELiA*s validly tendered during this subsequent offering period will be accepted immediately and paid for promptly as they are accepted. Holders who validly tender during the subsequent offering period will receive the same offer price of $0.928 net per share, in cash, that is payable to holders who tendered during the original offering period. Pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, no withdrawal rights will apply during the subsequent offering period. The purpose of the subsequent offering period is to enable holders of Class A common shares of dELiA*s who did not tender during the original offering period to participate in the offer and to receive the $0.928 offer price on an expedited basis. Pursuant to the Acquisition Agreement entered into on July 30, 2003 among Alloy, Dodger and dELiA*s, Alloy will acquire the balance of the shares not tendered during the original offering period and the subsequent offering period through a cash merger of Dodger with and into dELiA*s. In the merger, holders of any remaining outstanding common shares of dELiA*s will receive cash in the amount of $0.928 per share. On consummation of the tender offer and completion of the subsequent offering period, Alloy will hold shares of Class A common shares of dELiA*s sufficient to enable Alloy, under the certificate of incorporation of dELiA*s and applicable Delaware law, to approve the merger. However, if Alloy can acquire, during the subsequent offering period, shares that, in addition to those already tendered, constitute at least 90% of the outstanding common shares of dELiA*s, Alloy will be able, under applicable Delaware law, to consummate the merger without the need for a meeting of the stockholders of dELiA*s. In such event, the merger could take place immediately following the expiration of the subsequent offering period. If Alloy is unable to acquire at least 90% of the outstanding common shares of dELiA*s, it will be necessary for dELiA*s to schedule a meeting of its shareholders to approve the merger and for such purpose to circulate an information statement to its shareholders. In this case, although a favorable outcome of the shareholder meeting is assured, the completion of the second step merger likely would not occur, and dELiA*s remaining shareholders would not be entitled to receive the merger consideration, until approximately 45 to 60 days after the expiration of the original offer. In either event, holders of common shares of dELiA*s who did not tender will receive in the merger the same $0.928 per share payable to holders who tender during the subsequent offering period. dELiA*s shareholders who wish to accept the offer during the subsequent offering period may do so by properly completing and executing the Letter of Transmittal that accompanied the Offer to Purchase and depositing the same, together with certificates representing their shares, with the Depositary in accordance with the instructions in the Letter of Transmittal and the Offer to Purchase. dELiA*s shareholders may also accept the offer during the subsequent offering period by following the procedures for book-entry transfer or for guaranteed delivery described in Section 3 of the Offer to Purchase, under "The Tender Offer-Procedure for Tendering Shares." ABOUT ALLOY Alloy, Inc. is a media, marketing services and direct marketing company targeting Generation Y, a key demographic segment comprising the more than 60 million boys and girls in the United States between the ages of 10 and 24. Alloy's convergent media model uses a wide range of media assets to reach more than 25 million Generation Y consumers each month. Through Alloy's 360 Youth media and marketing services unit, marketers can connect with the Generation Y audience through a host of advertising and marketing programs incorporating Alloy's media and marketing assets such as direct mail catalogs, magazines, college and high school newspapers, Web sites, school-based media boards, college guides, and sponsored on- and off-campus events. Alloy generates revenue from its broad reach in the Generation Y community by providing marketers advertising and marketing services through 360 Youth and by selling apparel, accessories, footwear, room furnishings and action sports equipment directly to the youth market through catalogs, Web sites and magazines. For further information regarding Alloy, please visit our Web site (www.alloyinc.com) and click on the "Corporate" tab. Information on 360 Youth's advertising and marketing services can be found at www.360youth.com. ABOUT DELIA*S dELiA*s Corp. is a multi-channel retailer that markets apparel, accessories and home furnishings to teenage girls and young women. The company reaches its customers through the dELiA*s catalog, www.dELiAs.cOm and 63 dELiA*s retail stores. This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, that are based on current expectations, including statements regarding the timing of the tender offer. These forward-looking statements are based upon management's current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third-party approvals, many of which are beyond our control. The satisfaction of the other conditions specified in the acquisition agreement between the parties, among others, remains a condition to completing the tender offer and could cause actual results and timing of the tender offer to differ materially from those described in the forward-looking statements. This press release is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of dELiA*s. dELiA*s stockholders are advised to read the tender offer statement on Schedule TO, as amended, filed with the Securities and Exchange Commission by Alloy and the solicitation/recommendation statement on Schedule 14D-9, as amended, filed be dELiA*s, regarding the tender offer. The amended tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the amended solicitation/recommendation statement contain important information which should be read carefully before any decision is made with respect to the tender offer. dELiA*s stockholders may obtain a free copy of the tender offer statement and the solicitation/recommendation statement when they are available and copies of other documents filed by Alloy and dELiA*s with the SEC at the SEC's Web site at http://www.sec.gov/. The tender offer statement and the solicitation/recommendation statement and all related documents may also be obtained by dELiA*s stockholders without cost to them from Alloy or dELiA*s, by directing a request to Alloy, Inc., Investor Relations, 151 W. 26th Street, 11th Floor, New York, New York 10001 (tel: 212-244-4307) or to dELiA*s Corp., Investor Relations, 435 Hudson Street, New York, New York 10014 (tel: 212-807-9060). ########################################### -----END PRIVACY-ENHANCED MESSAGE-----