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To: steve harmon - analyst who wrote (2254)8/10/1999 9:21:00 AM
From: Big Dog  Respond to of 4337
 
Dear Steve: Regarding iTurf, do you like this move?

iTurf Inc. Agrees to Acquire Leading College Portal, Ontap.com: Adds Powerful Advertising Complement To Existing E-Commerce Engine Expands iTurf Network's Gen Y Community And Content Offerings

NEW YORK--(BUSINESS WIRE)--Aug. 10, 1999-- iTurf Inc. (Nasdaq:TURF - news), a leading network of websites focused on Generation Y, today announced the signing of a definitive agreement to acquire OnTap.com, a leading internet college hub, from the owners of MarketSource Corporation (and related parties), the nation's largest marketing services company targeting college and high school students. Initially launched in 1995 as TapOnline.com and recently relaunched as OnTap.com, the website is a vertical portal providing community, information and entertainment services specifically targeted to college students. In 1998, OnTap received over 6 million college student visits, and over 25 Fortune 500 companies utilized the site for advertising and promotion. This fall, OnTap.com plans to expand its main global site (www.OnTap.com) by launching more than 100 ''unofficial'' college websites on campuses nationwide.

Under the terms of the transaction, iTurf will issue 1,587,000 shares of its Class A common stock to the selling shareholders in a tax-free exchange. iTurf will account for the transaction as a purchase. Following the closing, Derek White, currently Executive Vice President of MarketSource Corporation will become President of iTurf's OnTap.com subsidiary. In addition, Martin D. Levine, Chairman and Chief Executive Officer of MarketSource, will be elected to iTurf's Board of Directors.

As part of the transaction, MarketSource has agreed to enter into a three-year arrangement under which at least $6 million of advertising and sponsorship inventory on the iTurf network of sites will be sold to MarketSource for resale to its clients. The MarketSource sales force will market the iTurf inventory as part of an integrated package comprising both online and offline media to clients seeking access to the high school and college markets.

Separately, iTurf has agreed to enter into a marketing alliance with MarketSource to promote the iTurf network of sites through MarketSource's offline marketing channels, which target over 10 million college students on over 2,200 college campuses nationwide as well as its extensive media reach on over 2,000 high school campuses. Promotions will include bookstore and dorm sampling programs, inserts in student publications, campus-based wall media, tabling programs and inclusion in on-campus event-based promotions.

Stephen Kahn, President and Chief Executive Officer of iTurf, stated, ''We believe that the OnTap acquisition will be terrific for iTurf. OnTap represents a significant step forward in expanding the breadth and depth of our community and content offerings on the iTurf network of sites. Furthermore, it enables us to serve our users as they move from high school through college. Finally, it accelerates the evolution of our business model to a more balanced mix of advertising and commerce. As a result, the OnTap transaction brings us a step closer to achieving our goal of building the leading online destination for Generation Y, by enabling us to better target and serve college-age men and women.''

Mr. Kahn continued, ''We believe that almost all of the traffic increases resulting from the OnTap combination will represent new users to the iTurf network and will provide an excellent platform for increased community interaction and enhanced content throughout our sites. We also anticipate leveraging additional commerce opportunities to this new customer base as well as significantly increasing our advertising revenue and marketing relationships. We are delighted that Marty Levine, Chairman and CEO of MarketSource, is joining our Board. Marty brings keen insight to both college and high school marketing as well as 25 years of advertising relationships with over 100 Fortune 500 companies.''

Martin Levine, Chairman and Chief Executive Officer of MarketSource, stated, ''We are excited to be joining forces with iTurf, the premier online destination for Generation Y. The OnTap target audience perfectly complements the iTurf membership base, creating an ideal scenario in which we can combine resources and accelerate our ability to service this critical online demographic. Our college and high school-based advertisers are increasingly looking for ways to reach the Generation Y audience online. Securing online access to both the high school and college markets through iTurf is a tremendous advantage for our base business. We anticipate strong demand for advertising and sponsorship opportunities on the iTurf network of sites and look forward to building a strong partnership between iTurf and MarketSource. We believe that the iTurf network strategy is the most effective way to leverage that audience and successfully build the dominant Gen Y vertical portal.''

Mr. Kahn concluded, ''With the OnTap acquisition, iTurf is adding a Gen Y advertising complement to our powerful e-commerce engine. Additionally, we expect this combination, over the course of the next quarter, to drive page views on the network to levels comparable with the leading demographic portals focused on older online customers. As a result of this transaction, we expect advertising revenues as well as our marketing and operations expenditures to increase, which will cause us to adjust our outlook for this year and beyond. This transaction also signifies the progress we're achieving on a number of strategic fronts in building out the network, including our systems and personnel, as well as diversifying our product and service offerings.''

This acquisition is subject to regulatory approval and other customary conditions.

About iTurf:

iTurf Inc. is a leading online destination focused on Generation Y. Through its network of websites, iTurf provides community, content and commerce services, by offering interactive magazines, proprietary content, chat rooms, posting boards, personal homepages, e-mail, and online shopping. The Company's network of websites includes dELiAs.com, gURL.com, TSISoccer.com, contentsonline.com, discountdomain.com, droog.com, dotdotdash.com, and StorybookHeirlooms.com. iTurf is a subsidiary of dELiA's Inc. (Nasdaq:DLIA - news).

About MarketSource:

MarketSource Corporation, www.marketsource.com, is one of the nation's largest and fastest growing marketing services companies. For over 25 years, the Company has developed and executed successful results-oriented marketing and promotional programs for over one hundred Fortune 500 companies. Through their established network of over 2,200 college campuses, MarketSource offers advertisers a means of increasing brand awareness, trial and sales, by reaching students via electronic media, special events, product sampling, demonstrations, publications, guerilla marketing and other on-campus programs.



To: steve harmon - analyst who wrote (2254)8/11/1999 9:19:00 AM
From: Big Dog  Respond to of 4337
 
Dear Steve: Here's a synopsis of the iTurf conference call:

I would highly recommend that iTurf shareholders listen to the conference call replay. It is very positive and the analysts seemed to support the direction iTurf is going. Currently, the market is not rewarding iTurf for its corporate performance:

Message 10647580

But it's only a matter of time.

It's obvious that iTurf is becoming significantly more than an online Delia*s. Before long the discussion of whether to participate in iTurf directly or through DLIA will probably stop (although DLIA holders will obviously benefit from iTurf's success).

Much of the conference call dealt with the acquisition of OnTap.com, a college focused website. CEO Kahn expects the transaction to close by the end of August. The reasons for the purchase are to: (i) expand its community and e-commerce base beyond the current junior and high school students to the college crowd; (ii) follow the current iTurf customer to young adulthood and increase offerings to meet their maturing needs; (iii) enhance the iTurf webpage (which is under construction) to increase offerings and interactivity; and (iv) increase the revenue base from e-commerce solely to e-commerce/advertising.

During the conference call, it was mentioned that 2nd Quarter results will be discussed in a conference call scheduled for August 25th. Apparently, "page-views" have accelerated dramatically during the 2nd Quarter (and it was pointed out that that is before taking into account the recent AOL/iTurf marketing agreement, which should enhance "page-views" in the 3rd and 4th Quarters). Further, the OnTap.com acquisition should also add significantly to "page-views" during the 3rd and 4th Quarters. While more details will be provided during the 2nd Quarter results conference call, CFO Dennis Goldstein did state that the OnTap.com acquisition will not push-back the projected "cash-flow break-even" target of the second-half of 2001. The analysts appreciated that representation.

Regarding the on-going reconstruction of iTurf's web-page, not taking into account the OnTap.com acquisition, the project is going smoothly and will be completed during the 3rd or 4th Quarters. Once that project is complete, OnTap.com will be fully integrated into the reconstructed iTurf webpage. In the meantime, a seemless link will be offered.

iTurf officials seemed genuinely excited about the acquisition of OnTap.com and its new relationship with MarketSource Corporation, an established marketing service company focused on the high school and college markets. In 1998, OnTap.com received over 6 million college student visits and over twenty-five Fortune 500 companies advertise on the site. As we enter into the new school year, most of those advertisers have re-entered into advertisement contracts, most of the contracts are "larger," and double or triple the number of last year's Fortune 500 advertisers are currently in negotiations with OnTap.com to advertise. Names mentioned were: Proctor & Gamble, General Motors, J. C. Penny and Wallace & Carter. As part of the acquisition, MarketSource has entered into a three-year agreement to purchase $6 million of advertising space on the iTurf web-page (that almost covers the $8 million iTurf spent to be on AOL).

One unique feature iTurf will unveil is an "auction site" for used books and furniture for college students.

With the acquisition, iTurf will (through OnTap.com) launch more than 100 college websites on campuses nationwide and acquire an advertising salesforce of 20 experienced professionals.

Hope that helps!




To: steve harmon - analyst who wrote (2254)8/13/1999 7:26:00 AM
From: Big Dog  Read Replies (1) | Respond to of 4337
 
Dear Steve: Here's a good interview by the Motley Fool with iTurf's CEO Kahn: fool.com