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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).
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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
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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
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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
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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
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dELiA*s Inc.
by Stephen I. Kahn
Chief Executive Officer
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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
