ITURF INC
SC 13D/A, 1999-12-23
CATALOG & MAIL-ORDER HOUSES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 to
                                  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
                          Drinker Biddle & Shanley LLP
                                500 Campus Drive
                       Florham Park, New Jersey 07932-1047
                                 (973) 360-1100
                                 --------------

            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                December 7, 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 . . . . . . . . . . . 644,109*
   SHARES
 BENEFICIALLY       (8)      SHARED VOTING POWER . . . . . .  . . . . . .  0
  OWNED BY
    EACH            (9)      SOLE DISPOSITIVE POWER. . . . . . . . . 644,109*
 REPORTING
  PERSON            (10)     SHARED DISPOSITIVE POWER. . . . . . . . . . . 0
   WITH
- ------------------------------------------------------------------------------
11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         644,109*
- ------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                           [ ]
- ------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         8.6%**
- ------------------------------------------------------------------------------
14       TYPE OF REPORTING PERSON
         IN
- ------------------------------------------------------------------------------


* Includes  (i) 112,465  shares of Class A Common  Stock  directly  owned by Mr.
Levine,  (ii)  265,822  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) 265,822 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.

** Represents 8.6% of the Issuer's  outstanding  shares of Class A Common Stock,
as reported  on the Form 10-Q filed by the Issuer  with the SEC on December  14,
1999.  Each share of Class A Common Stock is entitled to one (1) vote per share.
The Issuer also has 11,425,000 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
         265,822*
- ------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                            [ ]
- ------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         3.5%**
- ------------------------------------------------------------------------------
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 3.5% of the Issuer's  outstanding  shares of Class A Common Stock,
as reported  on the Form 10-Q filed by the Issuer  with the SEC on December  14,
1999.  Each share of Class A Common Stock is entitled to one (1) vote per share.
The Issuer also has 11,425,000 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>


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
         265,822*
- ------------------------------------------------------------------------------
12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
                                                                           [ ]
- ------------------------------------------------------------------------------
13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         3.5%**
- ------------------------------------------------------------------------------
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 3.5% of the Issuer's  outstanding  shares of Class A Common Stock,
as reported  on the Form 10-Q filed by the Issuer  with the SEC on December  14,
1999.  Each share of Class A Common Stock is entitled to one (1) vote per share.
The Issuer also has 11,425,000 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>



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 ("Issuer").

         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

         See Item 4 below.

Item 4.  Purpose of Transaction

         On  December 7, 1999 Mr.  Levine  sold 54,169  shares of Class A Common
Stock of the  Issuer  for his own  account,  and Mr.  Levine,  as Trustee of the
Jonathan L. Levine Grantor Trust, u/t/a/d January 1, 1995 sold 265,822 shares of
Class A Common Stock for the trust's account,  and Mr. Levine, as Trustee of the
Lauren E. Levine Grantor Trust,  u/t/a/d/ January 1, 1995 sold 265,822 shares of
Class A Common Stock for the trust's account.

      The  shares  were  sold  in  open  market  transactions  pursuant  to a
registration statement filed by the Issuer on Form S-1, which the Issuer advised
Mr. Levine was declared effective by the SEC as of November 29, 1999.

Item 5.  Interest in Securities of the Issuer


         (a) Following the  transactions  identified in Item 4 above, Mr. Levine
is the  beneficial  owner of  644,109  shares  of Class A  Common  Stock,  which
represents  approximately  8.6% of the  outstanding  Class A Common Stock of the
Issuer,  as  reported  on the  Form  10-Q  filed by the  Issuer  with the SEC on
December 14, 1999. The shares of Class A Common Stock  beneficially owned by Mr.
Levine  include:  (i) 112,465 shares owned  directly by Mr. Levine (1.5%),  (ii)
265,822  shares owned  indirectly  by Mr. Levine as the Trustee of the Lauren E.
Levine Grantor Trust,  u/t/a/d January 1, 1995 (3.5%),  and (iii) 265,822 shares
owned  indirectly by Mr. Levine as the Trustee of the Jonathan L. Levine Grantor
Trust,  u/t/a/d  January 1, 1995  (3.5%).  Each share of Class A Common Stock is
entitled  to one (1) vote per share.  The Issuer also has  11,425,000  shares of
Class B Common Stock outstanding. Each share of Class B Common Stock is entitled
to six (6) votes per share. Neither Mr. Levine, nor the trusts, beneficially own
any shares of Class B Common Stock.

<PAGE>

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

             (i)   Sole power to vote or direct the vote:  644,109

             (ii)  Shared power to direct the vote:  0

             (iii) Sole power to dispose or to direct the disposition:  644,109

             (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, of
the  644,109  shares of Class A Common  Stock held by Mr.  Levine and the trusts
referred to in Item 4 above, Mr. Levine is prohibited from transferring  614,961
shares of Class A Common  Stock owned by him or by the trusts  (the  "Restricted
Shares") for the following  periods:  (i) none of the  Restricted  Shares may be
transferred  until April 30, 2000, and (ii) 307,481 of the Restricted 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



<PAGE>



the  undersigned,  each of the  undersigned  certifies that the  information set
forth in this statement is true, complete and correct.

Dated:  December 21, 1999

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


                                       /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).









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