ALLOY ONLINE INC
8-K, EX-99.3, 2000-08-02
MISC GENERAL MERCHANDISE STORES
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                                                                    EXHIBIT 99.3

                                        For:      Alloy Online, Inc.

                                        Contacts: Sam Gradess
                                                  Chief Financial Officer
                                                  Alloy Online
                                                  (212) 244-4307
Final Draft
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                                                  Christine Greany/Brendon Frey
                                                  Integrated Corporate Relations
                                                  (203) 222-9013

           ALLOY ACQUIRES CCS, A LEADING DIRECT MARKETER TO TEEN BOYS
    Convergence Model and Action Sports Focus Provides Ideal Alloy Business
                                   Extension

New York, NY, July 19, 2000 - Alloy Online, Inc. (Nasdaq:ALOY) (www.alloy.com),
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a leading Web-centric direct marketer providing community, content, commerce and
entertainment to the 70 million members of Generation Y, today announced it has
acquired CCS, Inc., one of the nation's leading direct marketers focused on
Generation Y boys. Under the terms of the agreement, Alloy has issued
approximately 3.3 million shares of stock and repaid $10 million in assumed debt
to complete the acquisition.

Through a convergence marketing model that features the CCS print catalog and
Web site, CCS reaches over one million teenagers each month. CCS sells a
complete line of action sports (skate and snowboarding) inspired clothing, shoes
and hard goods from the leading brands in the industry such as DC, eS, World
Industries, Independent, Shorty's and Forum.

Matt Diamond, Alloy's co-founder and CEO, commented "We are extremely pleased to
announce this acquisition as CCS is hands down the premier direct marketer to
Generation Y boys. The effective multi-channel distribution model that CCS uses
to capture this market is highly complementary with Alloy's strategy and should
add significantly to our financial performance and future profitability. We plan
to leverage the CCS conduit to Generation Y boys to drive both merchandise and
sponsorship revenues. This deal represents an important step as we continue to
evolve into the dominant Generation Y-focused marketing company."

Mike Adamski, CEO of CCS, stated "We are excited to bring together CCS and
Alloy, two of the leaders in direct marketing to Generation Y.  We look forward
to combining our respective strengths and sharing our resources to better serve
our Generation Y customers and realize the economic opportunities in our
powerful direct marketing franchise."

                                    --more--
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Mr. Diamond concluded, "Over the past twelve months we have implemented a number
of important strategic initiatives ranging from our partnerships with blue chip
marketers such as Procter & Gamble (NYSE: PG), Eastman Kodak (NYSE: EK), and
Johnson & Johnson (NYSE: JNJ); to our strategic investment from Liberty Digital
(Nasdaq: LDIG); to the acquisitions of 17/th/ Street Productions, Celebrity
Sightings and now CCS. Each of these efforts not only demonstrates our ability
to attract and partner with leading companies, but also provides us with
opportunities to build our corporate value going forward."

Alloy Online, Inc. is a leading Web-centric direct marketer providing community,
content, commerce and entertainment to Generation Y, one of the fastest growing
segments of the Internet population. Alloy's convergent media model - which is
centered around its Web site (www.alloy.com), and is complemented by the Alloy
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e-zine and catalog - has a total reach of more than 10 million individuals per
month. Together, these components offer a unique blend of services through which
teens can interact, share information, explore compelling and relevant content
and shop for apparel, accessories, footwear, cosmetics and room furnishings. For
further information regarding Alloy Online, please visit the company's Web site
(www.alloy.com) and click on "Investor Info" or call the investor information
line at 877-ALLOY-IR.

This announcement may contain forward-looking statements that involve risks and
uncertainties, including statements regarding our expectations and beliefs
regarding our future results or performance that involve a number of substantial
risks and uncertainties. When used in this announcement, the words "anticipate",
"believe", "estimate", "expect" and "intend" and similar expressions as they
relate to us or our management are intended to identify such forward-looking
statements. Our actual results could differ materially from those projected in
the forward-looking statements and reported results should not be considered an
indication of our future performance. Factors that might cause or contribute to
such differences include, among others: our ability to increase revenues,
generate multiple revenue streams, increase visitors to our Web site and build
customer loyalty; our ability to develop our sales and marketing teams; our
ability to capitalize on our sales and marketing efforts; our ability to
capitalize on our promotions, sponsorship, advertising and other revenue
opportunities; our ability to build the Alloy and CCS brand names and develop
our on-line community; our ability to develop commercial relationships with
advertisers; our and CCS' Web sites' appeal to marketers and users; our ability
to meet anticipated cash needs for working capital and capital expenditures; our
ability to enhance our infrastructure technology, transaction-processing and
automation capabilities of our and CCS' Web sites; our ability to increase the
efficiency of our supply chain and fulfillment system; and our ability to expand
into international markets.

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