ITURF INC
SC 13D, 1999-09-13
CATALOG & MAIL-ORDER HOUSES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)

         INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
         13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

                                   iTurf Inc.
                                (Name of Issuer)

                 Class A Common Stock, Par Value $.01 Per Share
                         (Title of Class of Securities)

                              46575Q (Common Stock)
                                 (CUSIP Number)

                                 Michael J. Nita
                             Shanley & Fisher, P.C.
                               131 Madison Avenue
                        Morristown, New Jersey 07962-1979
                                 (973) 285-1000
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                September 1, 1999
             (Date of Event which Requires Filing of this Statement)

         If the filing person has  previously  filed a statement on Schedule 13G
to report the  acquisition  which is the subject of this  Schedule  13D,  and is
filing this schedule  because of Rule  13d-1(b)(3)  or (4),  check the following
box: |_|

         Note:  Schedules  filed in paper format shall include a signed original
and five copies of the schedule,  including all exhibits.  See Rule 13d-7(b) for
other parties to whom copies are to be sent.

         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 disclosures provided in a prior cover page.

         The information  required on 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 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).

                         (Continued on following pages)


<PAGE>

1        NAME(S) OF REPORTING PERSON(S)
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

         Martin D. Levine
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a)|_|
                                                                          (b)|_|
- --------------------------------------------------------------------------------
3        SEC USE ONLY
- --------------------------------------------------------------------------------
4        SOURCE OF FUNDS
         PF
- --------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                |_|
- --------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION
         United States of America
- --------------------------------------------------------------------------------
  NUMBER OF                (7)      SOLE VOTING POWER ............... 1,229,922*
   SHARES
 BENEFICIALLY              (8)      SHARED VOTING POWER ..................... 0
  OWNED BY
    EACH                   (9)      SOLE DISPOSITIVE POWER .......... 1,229,922*
 REPORTING
  PERSON                   (10)     SHARED DISPOSITIVE POWER ................ 0
   WITH
- --------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       1,229,922*
- --------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       19.2%**
- --------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON
       IN
- --------------------------------------------------------------------------------

* Includes  (i) 166,634  shares of Class A Common  Stock  directly  owned by Mr.
Levine,  (ii)  531,644  shares of Class A Common Stock  indirectly  owned by Mr.
Levine as Trustee of the Lauren E.  Levine  Grantor  Trust,  u/t/a/d  January 1,
1995, and (iii) 531,644 shares of Class A Common Stock  indirectly  owned by Mr.
Levine as Trustee of the Jonathan L. Levine  Grantor Trust,  u/t/a/d  January 1,
1995.  The  shares  exclude  50,000  shares of Class A Common  Stock  subject to
options held directly by Mr. Levine not  exercisable  within 60 days of the date
hereof.

** Represents 19.2% of the Issuer's  outstanding shares of Class A Common Stock.
Each share of Class A Common  Stock is entitled  to one (1) vote per share.  The
Issuer also has  12,500,000  shares of Class B Common  Stock  outstanding.  Each
share of Class B Common  Stock is  entitled  to six (6) votes per share.  Martin
Levine does not beneficially own any shares of Class B Common Stock.


<PAGE>

1        NAME(S) OF REPORTING PERSON(S)
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

         Lauren E. Levine Grantor Trust, u/t/a/d January 1, 1995
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a)|_|
                                                                          (b)|_|
- --------------------------------------------------------------------------------
3        SEC USE ONLY
- --------------------------------------------------------------------------------
4        SOURCE OF FUNDS
         PF
- --------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                |_|
- --------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION
         United States of America
- --------------------------------------------------------------------------------
  NUMBER OF                (7)      SOLE VOTING POWER ........................ 0
   SHARES
 BENEFICIALLY              (8)      SHARED VOTING POWER ...................... 0
  OWNED BY
    EACH                   (9)      SOLE DISPOSITIVE POWER ................... 0
 REPORTING
  PERSON                   (10)     SHARED DISPOSITIVE POWER ................. 0
   WITH
- --------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       531,644*
- --------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       8.3%**
- --------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON
       OO
- --------------------------------------------------------------------------------


* Voting and  dispositive control is  exercised by Martin D. Levine,  as Trustee
of the Lauren E. Levine  Grantor Trust, u/t/a/d January 1, 1995.

** Represents 8.3% of the Issuer's  outstanding  shares of Class A Common Stock.
Each share of Class A Common  Stock is entitled  to one (1) vote per share.  The
Issuer also has  12,500,000  shares of Class B Common  Stock  outstanding.  Each
share of Class B Common Stock is entitled to six (6) votes per share. The Lauren
E. Levine Grantor Trust does not  beneficially  own any shares of Class B Common
Stock.


<PAGE>

1        NAME(S) OF REPORTING PERSON(S)
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

         Jonathan L. Levine Grantor Trust, u/t/a/d January 1, 1995
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                 (a)|_|
                                                                          (b)|_|
- --------------------------------------------------------------------------------
3        SEC USE ONLY
- --------------------------------------------------------------------------------
4        SOURCE OF FUNDS
         PF
- --------------------------------------------------------------------------------
5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                |_|
- --------------------------------------------------------------------------------
6        CITIZENSHIP OR PLACE OF ORGANIZATION
         United States of America
- --------------------------------------------------------------------------------
  NUMBER OF                (7)      SOLE VOTING POWER ........................ 0
   SHARES
 BENEFICIALLY              (8)      SHARED VOTING POWER ...................... 0
  OWNED BY
    EACH                   (9)      SOLE DISPOSITIVE POWER ................... 0
 REPORTING
  PERSON                   (10)     SHARED DISPOSITIVE POWER ................. 0
   WITH
- --------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
       531,644*
- --------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
       8.3%**
- --------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON
       OO
- --------------------------------------------------------------------------------


 * Voting and  dispositive  control is exercised by Martin D. Levine,  as
Trustee of the Jonathan L. Levine Grantor Trust, u/t/a/d January 1, 1995.

** Represents 8.3% of the Issuer's  outstanding  shares of Class A Common Stock.
Each share of Class A Common  Stock is entitled  to one (1) vote per share.  The
Issuer also has  12,500,000  shares of Class B Common  Stock  outstanding.  Each
share of Class B Common  Stock is  entitled  to six (6)  votes  per  share.  The
Jonathan L. Levine Grantor Trust does not beneficially own any shares of Class B
Common Stock.


<PAGE>

Item 1.  Security and Issuer

                  The securities to which this  statement  relates are shares of
the Class A common stock,  $.01 par value (the "Common  Stock") of iTurf Inc., a
Delaware corporation.

                  The principal  executive  offices of the Issuer are located at
435 Hudson  Street,  New York, New York 10014.

Item 2.  Identity and Background

                  Martin  D.  Levine  is  currently  employed  as  President  of
MarketSource  Corporation,  a Delaware  corporation with principal offices at 10
Abeel Road, Cranbury, New Jersey 08512.

                  During the last five years,  Mr. Levine has not been convicted
in a criminal proceeding  (excluding traffic violations or similar misdemeanors)
or been a party to a civil  proceeding of a judicial or  administrative  body of
competent jurisdiction resulting in 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.

                  Mr. Levine is a United States citizen.

Item 3.  Source and Amount of Funds or Other Consideration

                  On  August  9,  1999,  the  Issuer  and  [email protected],   INC.
("[email protected]"),  a New Jersey corporation,  entered into an agreement and plan of
merger (the  "Agreement  and Plan Merger")  whereby the Issuer agreed to acquire
all issued and  outstanding  shares of  [email protected]  in a tax-free  exchange  (the
"Merger").  In exchange  for the shares of [email protected]  beneficially  owned by Mr.
Levine and certain  trusts,  Mr.  Levine  received  1,229,922  shares of Class A
common stock,  par value $.01 per share of Issuer;  including (i) 166,634 shares
of Class A Common Stock owned  directly by Mr.  Levine,  (ii) 531,644  shares of
Class A Common Stock owned indirectly by Mr. Levine as the Trustee of the Lauren
E. Levine Grantor Trustee,  u/t/a/d January 1, 1995, and (iii) 531,644 shares of
Class A Common  Stock  owned  indirectly  by Mr.  Levine as the  Trustee  of the
Jonathan  L. Levine  Grantor  Trust,  u/t/a/d  January 1, 1995.  The Merger,  as
contemplated by the Agreement and Plan of Merger, occurred on September 1, 1999.

Item 4.  Purpose of Transaction

                  The  acquisition of the shares occurred in connection with the
transfer of all issued and  outstanding  shares of Common  Stock of [email protected] to
the Issuer as described in the Agreement and Plan of Merger.

Item 5.  Interest in Securities of the Issuer

                  (a) Mr. Levine is the beneficial  owner of 1,229,922 shares of
Class A Common Stock,  which represents  approximately  19.2% of the outstanding
Class A  Common  Stock  of the  Issuer.  The  shares  of  Class A  Common  Stock
beneficially  owned by Mr. Levine  include (i) 166,634  shares owned directly by
Mr. Levine  (2.6%),  (ii) 531,644  shares owned  indirectly by Mr. Levine as the
Trustee of the Lauren E. Levine Grantor Trustee, u/t/a/d January 1, 1995 (8.3%),
and (iii)  531,644  shares owned  indirectly by Mr. Levine as the Trustee of the
Jonathan L. Levine Grantor Trust,  u/t/a/d January 1, 1995 (8.3%). Each share of
Class A Common Stock is entitled to one (1) vote per share.  The Issuer also has
12,500,000  shares of Class B Common  Stock  outstanding.  Each share of Class B
Common Stock is entitled to six (6) votes per share. Neither


<PAGE>

Mr. Levine, nor the trusts, beneficially own any shares of Class B Common Stock.
The shares  exclude  50,000  shares of Class A Common  Stock  subject to options
granted to Mr. Levine in connection  with the Merger not  exercisable  within 60
days of the date hereof.

                  (b)  Number of shares  of Common  Stock as to which  Martin D.
Levine has:

                       (i)      Sole power to vote or direct the vote: 1,229,922

                       (ii)     Shared power to direct the vote:  0

                       (iii)    Sole power to dispose or to direct the
                                disposition:  1,229,992

                       (iv)     Shared power to dispose or to direct the
                                disposition:  0

                  (c)  None

                  (d)  Each  trust  referred  to in Item  5(a)  above,  with
                       respect to the shares owned  directly by it, have the
                       right to receive  dividends  from or the  proceeds of
                       the sale of the securities.

                  (e)  N/A

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of The Issuer

                  In  accordance  with Section 4.12 of the Agreement and Plan of
Merger,  Mr. Levine is prohibited from transferring any shares of Class A Common
Stock  owned  by him or by the  trusts  referred  to in  Item 3  above  for  the
following  periods:  (i) 100% of the shares may not be transferred  prior to two
trading days after the public release of the Issuer's  results of operations for
the  quarter  ending  October  31,  1999,  (ii)  50% of the  shares  may  not be
transferred  until  April  30,  2000,  and (iii)  25% of the  shares  may not be
transferred until September 1, 2000.

Item 7.  Material to be Filed as Exhibits

                  1.  Agreement and Plan of Merger dated as of August 9, 1999 by
and among the Issuer,  iTurf Acquisition  Corporation,  [email protected],  MarketSource
Corporation, and the shareholders of [email protected] (incorporated herein by reference
to Exhibit 10.17 of the Issuer's  Quarterly  Report on Form 10-Q for the quarter
ended July 31, 1999, filed on September 1, 1999).

                                    SIGNATURE

                  After reasonable  inquiry and to the best knowledge and belief
of the undersigned,  each of the undersigned  certifies that the information set
forth in this statement is true, complete and correct.

Dated:  September 13, 1999

                                               /s/ Martin D. Levine
                                               -----------------------------
                                               Martin D. Levine


<PAGE>

                         /s/ Martin D. Levine
                         -----------------------------------------------------
                         Martin  D.  Levine,  as  Trustee  of  the  Lauren  E.
                         Levine Grantor Trust, u/t/a/d January 1, 1995

                         /s/ Martin D. Levine
                         ------------------------------------------------------
                         Martin D.  Levine,  as  Trustee  of the  Jonathan  L.
                         Levine Grantor Trust, u/t/a/d January 1, 1995

                  The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized  representative (other than an
executive  officer or general  partner of the filing  person),  evidence  of the
representative's  authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for his purpose which
is already on file with the Commission  may be  incorporated  by reference.  The
name of any title of each  person who signed  this  statement  shall be typed or
printed beneath his signature.

                  Attention:   Intentional  misstatements  or omissions  of fact
constitute   federal  criminal violations.  (see 18 U.S.C. 1001).

610579





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