-----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, Gb6xEENBB/FV7LeCnQlREKF8AdMN4uvMKcAzRP64j31hwTHK0T1RmREzh+pvOZIW ISSj4QJGN5d86PKv8+zUnA== 0001144204-03-005673.txt : 20030917 0001144204-03-005673.hdr.sgml : 20030917 20030917172355 ACCESSION NUMBER: 0001144204-03-005673 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030917 GROUP MEMBERS: DODGER ACQUISITION CORP 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: 03900061 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 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56857 FILM NUMBER: 03900062 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 formsctota.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. 6) 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. Date Filed: August 6, 2003 and Alloy, Inc. |_| 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: [X] 2 SCHEDULE 13D/A This Amendment No. 2 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 48,662,434 beneficially owned ------------------------------------------ by each 8. Shared voting power 0 reporting person with: ------------------------------------------ 9. Sole dispositive power 48,662,434 ------------------------------------------ 10. Shared dispositive power 0 - -------------------------------------------------------------------------------- 11. Aggregate amount beneficially owned by each reporting person. 48,662,434 -------------- 12. Check box if the aggregate amount in Row 11 excludes certain shares. |_| -------------- 13. Percent of class represented by amount in Row (11).......... 90.36% -------------- 14. Type of reporting person......... CO - -------------------------------------------------------------------------------- 3 SCHEDULE 13D/A This Amendment No. 2 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 48,662,434 beneficially owned ------------------------------------------ by each 8. Shared voting power 0 reporting person with: ------------------------------------------ 9. Sole dispositive power 48,662,434 ------------------------------------------ 10. Shared dispositive power 0 - -------------------------------------------------------------------------------- 11. Aggregate amount beneficially owned by each reporting person. 48,662,434 -------------- 12. Check box if the aggregate amount in Row 11 excludes certain shares. |_| -------------- 13. Percent of class represented by amount in Row (11).......... 90.36% -------------- 14. Type of reporting person......... CO - -------------------------------------------------------------------------------- 4 SCHEDULE TO/A ITEMS 8-11. This Final Amendment to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (as previously amended, 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. 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 8 AND 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY; ADDITIONAL INFORMATION. Items 8 and 11 are hereby amended to add the following: At 5:00 p.m., EDT, on Tuesday, September 16, 2003, the subsequent offering period expired. Based on preliminary information from the Depositary, as of Tuesday, September 16, 2003 stockholders of dELiA*s had tendered and not withdrawn 1,079,814 Shares during the subsequent offering period. Combined with Shares tendered during the initial offering period, a total of 48,071,684 Shares were tendered pursuant to the Offer. This brings Purchaser's beneficial Share ownership to greater than 90% of the total outstanding Shares. Purchaser has accepted for payment all Shares validly tendered in the Offer, including those tendered during the subsequent offering period, and Purchaser has been merged with and into dELiA*s. On September 17, 2003, Alloy issued a press release announcing the results of the Offer and announcing that Purchaser had been merged with and into dELiA*s pursuant to Delaware's short form merger procedures. The full text of the press release announcing the expiration of the subsequent offering period and the completion of the Offer is attached as Exhibit (a)(5)(8) herein and incorporated herein by reference. 5 ITEM 12. EXHIBITS Item 12 of Schedule TO is hereby amended as follows:
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.* (a)(5)(7) Text of press release issued by Alloy and dELiA*s on September 11, 2003.* (a)(5)(8) Text of press release issued by Alloy on September 17, 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 17, 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.* (a)(5)(7) Text of press release issued by Alloy and dELiA*s on September 11, 2003.* (a)(5)(8) Text of press release issued by Alloy on September 17, 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. 8 EX-99.A58 3 ex-99a58.txt Exhibit (a)(5)(8) Contacts: Alloy, Inc.: ------------ Sam Gradess Chief Financial Officer 212/244-4307 Alloy, Inc. Investor Relations: ------------------------------- A.J. Goodman PR21, Inc. 212/299-8888 ALLOY ANNOUNCES CLOSE OF SUBSEQUENT OFFER PERIOD IN ITS CASH TENDER OFFER FOR DELIA*S AND COMPLETION OF DELIA*S ACQUISITION NEW YORK, NY - SEPTEMBER 17, 2003 - Alloy, Inc. (Nasdaq:ALOY) today announced the completion of the cash tender offer by Dodger Acquisition Corp., an indirect wholly-owned subsidiary of Alloy, for all of the outstanding Class A common shares of dELiA*s Corp (Nasdaq:DLIA) and that it had completed its acquisition of dELiA*s. The tender offer's subsequent offer period expired at 5:00 p.m. EDT on September 16, 2003, following Dodger's acquisition in the tender offer of shares of dELiA*s common stock representing not less than 90% of dELiA*s outstanding common stock. Alloy, through Dodger, accepted for purchase all shares validly tendered in both the initial offering period and the subsequent offering period at the offer price of $0.928 net per share, in cash. Based on information provided by American Stock Transfer & Trust Company, the Depositary for the offer, 48,071,684 shares were validly tendered into the offer (including approximately 32,706 shares tendered during the subsequent offering period which are subject to guaranteed delivery). These shares represented approximately 90.17% of dELiA*s outstanding shares as of September 16, 2003. The tender offer was followed by the merger on September 16, 2003 of Dodger Acquisition Corp. with and into dELiA*s pursuant to Delaware's short form merger provisions. As a result of the merger, dELiA*s has become an indirect wholly-owned subsidiary of Alloy. All shareholders of dELiA*s that did not tender into the offer will shortly receive instructions for surrendering their dELiA*s certificates in exchange for the merger consideration of $0.928 per share, without interest, and outlining the steps that such dELiA*s shareholders must take in order to exercise dissenters' rights pursuant to Delaware law. From and after September 17, 2003, dELiA*s shares will no longer be listed on the Nasdaq National Market. 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. ########################################### -----END PRIVACY-ENHANCED MESSAGE-----