UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___ )*
Alloy Online, Inc.
------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
019855 10 5
-----------
(CUSIP Number)
February 16, 2001
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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 ("Act") 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).
Page 1 of 8
CUSIP NO. 019855 10 5 SCHEDULE 13G Page 2 of 8
---------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
The St. Paul Companies, Inc.
41-0518860
---------------------------- ---------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) / /
(b) / /
---------------------------- ---------------------------------------------------
3 SEC USE ONLY
---------------------------- ---------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota corporation
---------------------------- ---------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------- ----------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING 1,184,211 (see Item 4)
PERSON ---------------------- ----------------------------
WITH
7 SOLE DISPOSITIVE POWER
0
---------------------- ----------------------------
8 SHARED DISPOSITIVE POWER
1,184,211 (see Item 4)
---------------------------- ---------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,184,211 (see Item 4)
---------------------------- ---------------------------------------------------
10 CHECK BOX If THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
Not Applicable
---------------------------- ---------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
---------------------------- ---------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
---------------------------- ---------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8
CUSIP NO. 019855 10 5 SCHEDULE 13G Page 3 of 8
---------------------------- ---------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(entities only)
St. Paul Fire and Marine Insurance Company
41-0406690
---------------------------- ---------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) / /
(b) / /
---------------------------- ---------------------------------------------------
3 SEC USE ONLY
---------------------------- ---------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota corporation
---------------------------- ---------------------- ----------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------- ----------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING 1,184,211 (see Item 4)
PERSON ---------------------- ----------------------------
WITH
7 SOLE DISPOSITIVE POWER
0
---------------------- ----------------------------
8 SHARED DISPOSITIVE POWER
1,184,211 (see Item 4)
---------------------------- ---------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,184,211 (see Item 4)
---------------------------- ---------------------------------------------------
10 CHECK BOX If THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
Not Applicable
---------------------------- ---------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
---------------------------- ---------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
---------------------------- ---------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 8
Item 1(a). NAME OF ISSUER:
The name of the issuer is Alloy Online, Inc. (the "Issuer").
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the Issuer
is 151 West 26th Street, 11th Floor, New York, NY 10001.
Item 2(a). NAME OF PERSONS FILING:
The St. Paul Companies, Inc. ("The St. Paul") and St. Paul
Fire and Marine Insurance Company ("F&M"). The St. Paul and
F&M are collectively referred to herein as the "Reporting
Persons."
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The principal business address of each of the Reporting
Persons is 385 Washington Street, St. Paul, Minnesota 55102.
Item 2(c). CITIZENSHIP:
Each of The St. Paul and F&M is a Minnesota corporation.
Item 2(d). TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement relates
is the common stock, par value $0.01 per share, of the Issuer
(the "Common Stock").
Item 2(e). CUSIP NUMBER:
The CUSIP number of the Common Stock is 019855 10 5.
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) OR (c), CHECK WHETHER THE FILING PERSON IS A:
(a) / / Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").
(b) / / Bank, as defined in Section 3(a)(6) of the Act.
(c) / / Insurance Company, as defined in Section 3(a)(19) of
the Act.
(d) / / Investment Company registered under Section 8 of the
Investment Company Act of 1940.
(e) / / Investment Advisor registered under Section 203 of
the Investment Advisers Act of 1940.
Page 4 of 8
(f) / / Employee Benefit Plan, Pension Fund, which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see Rule
13d-1(b)(1)(ii)(F) of the Act.
(g) / / Parent Holding Company or Control Person, in
accordance with Rule 13d-1(b)(ii)(G) (Note: See Item
7).
(h) / / Savings Associations, as defined in Section 3(b) of
the Federal Deposit Insurance Act.
(i) / / Church Plan, that is excluded from the definition of
an investment company under Section 3(c)(14) of the
Investment Company Act of 1940.
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. OWNERSHIP:
(a) Amount beneficially owned: Each of The St. Paul and F&M may be
deemed to own beneficially 1,184,211 shares of Common Stock of the
Issuer. F&M is a wholly owned subsidiary of The St. Paul. F&M is the
99% owner of St. Paul Venture Capital VI, LLC ("SPVC VI"). F&M
beneficially owns, through its 99% ownership interest in SPVC VI,
1,052,632 shares of Series A Preferred Stock, which are immediately
convertible into 877,193 shares of Common Stock, and a Warrant to
purchase 307,018 shares of Common Stock, which is immediately
exercisable. By virtue of the affiliate relationships among The St.
Paul, F&M and SPVC VI, each of The St. Paul and F&M may be deemed to
own beneficially all of the shares described in this Schedule 13G.
Hence, each of The St. Paul and F&M may be deemed to beneficially own
1,184,211 shares of the Common Stock of the Issuer.
(b) Percent of class: The St. Paul: 5.5% and F&M: 5.5%. The foregoing
percentages are calculated based on the 21,248,403 shares of Common
Stock represented to be outstanding by the Issuer in the Series A
Preferred Stock and Warrant Purchase Agreement between Issuer and SPVC
VI dated February 16, 2001.
(c) Number of shares as to which each of The St. Paul and F&M has:
(i) Sole power to vote or to direct the vote................. 0
(ii) Shared power to vote or to direct the vote............... 1,184,211
(iii) Sole power to dispose or to direct the disposition of.... 0
(iv) Shared power to dispose or to direct the disposition of.. 1,184,211
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Page 5 of 8
Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Item 10. CERTIFICATION:
Not Applicable.
Page 6 of 8
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 26, 2001.
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
---------------------------------------
Bruce A. Backberg
Its: Senior Vice President
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By: /s/ Bruce A. Backberg
----------------------------------------
Bruce A. Backberg
Its: Senior Vice President
Page 7 of 8
EXHIBIT I
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
the undersigned hereby agree that only one statement containing the information
required on Schedule 13G need be filed with respect to ownership by each of the
undersigned of shares of Common Stock of Alloy Online, Inc.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original.
Dated: February 26, 2001
THE ST. PAUL COMPANIES, INC.
By: /s/ Bruce A. Backberg
----------------------------------------
Bruce A. Backberg
Its: Senior Vice President
ST. PAUL FIRE AND MARINE INSURANCE COMPANY
By: /s/ Bruce A. Backberg
----------------------------------------
Bruce A. Backberg
Its: Senior Vice President
Page 8 of 8