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.
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(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 7, 1999
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(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
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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, T@PONLINE, MarketSource Corporation,
and the shareholders of T@PONLINE (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
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Martin D. Levine
/s/ Martin D. Levine
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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).
