-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QQ3JpVnoFPpNKHut30XQHBM+d9zEiDVs7XVbjy3ievcVi8nDfg2P52DcNiUtT1Cb ppQRS8LPY1HjxtgCep6ysQ== 0001013594-06-000628.txt : 20061107 0001013594-06-000628.hdr.sgml : 20061107 20061107154027 ACCESSION NUMBER: 0001013594-06-000628 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061107 DATE AS OF CHANGE: 20061107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: dELiAs, Inc. CENTRAL INDEX KEY: 0001337885 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 203397172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81563 FILM NUMBER: 061193838 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK CITY STATE: NY ZIP: 10014 BUSINESS PHONE: (212) 807-9060 MAIL ADDRESS: STREET 1: 435 HUDSON STREET CITY: NEW YORK CITY STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEADFAST CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001214822 IRS NUMBER: 030481537 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2124186997 SC 13G 1 delias13g-110706.txt NOVEMBER 7, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) Information to be included in statements filed pursuant to Rules 13d-1(b), (c) and (d) and amendments thereto filed pursuant to 13d-2(b) * dELiA*s, Inc. ---------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------- (Title of Class of Securities) 246911101 -------------- (CUSIP Number) November 2, 2006 ------------------- (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 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 ("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). 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert S. Pitts, Jr. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,351,585 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,351,585 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,351,585 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.08% 12.TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steadfast Capital Management LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 1,128,364 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,128,364 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,128,364 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.24% 12.TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steadfast Advisors LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 223,221 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 223,221 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,221 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.84% 12.TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steadfast Capital, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 223,221 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 223,221 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 223,221 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.84% 12.TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) American Steadfast, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 513,823 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 513,823 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,823 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.93% 12.TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steadfast International Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[x] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 614,541 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 614,541 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 614,541 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.31% 12.TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1(a). NAME OF ISSUER: dELiA*s, Inc. (the "Issuer") ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 435 Hudson Street New York, NY 10014 ITEM 2(a). NAME OF PERSON FILING: The names of the persons filing this statement on Schedule 13G are: - Robert S. Pitts, Jr., a United States Citizen ("Pitts"). - Steadfast Capital Management LLC, a Delaware limited liability company (the "Investment Manager"). - Steadfast Advisors LLC, a Delaware limited liability company (the "Managing General Partner"). - Steadfast Capital, L.P., a Delaware limited partnership ("Steadfast Capital") - American Steadfast, L.P., a Delaware limited partnership ("American Steadfast") - Steadfast International Ltd., a Cayman Islands exempted company (the "Offshore Fund"). Mr. Pitts is the managing member of the Investment Manager and the Managing General Partner. The Managing General Partner has the power to vote and dispose of the securities held by Steadfast Capital. The Investment Manager has the power to vote and dispose of the securities held by American Steadfast and the Offshore Fund. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address of each of Mr. Pitts, the Investment Manager, the Managing General Partner, Steadfast Capital and American Steadfast is 767 Fifth Avenue, 6th Floor, New York, New York 10153. The business address of the Offshore Fund is c/o Appleby Corporate Services (Cayman) Limited, P.O. Box 1350 GT, George Town, Grand Cayman, Cayman Islands. ITEM 2(c). CITIZENSHIP: Mr. Pitts is a citizen of the United States. Each of the Investment Manager and the Managing General Partner is a limited liability company formed under the laws of the State of Delaware. Each of Steadfast Capital and American Steadfast is a limited partnership formed under the laws of the state of Delaware. The Offshore Fund is an exempted company formed under the laws of the Cayman Islands. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, $.001 par value (the "Common Stock") ITEM 2(e). CUSIP NUMBER: 246911101 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] ITEM 4. OWNERSHIP. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: (i) Mr. Pitts beneficially owns 1,351,585 shares of Common Stock. (ii) The Investment Manager beneficially owns 1,128,364 shares of Common Stock. (iii) The Managing General Partner beneficially owns 223,221 shares of Common Stock. (iv) Steadfast Capital beneficially owns 223,221 shares of Common Stock. (v) American Steadfast beneficially owns 513,823 shares of Common Stock. (vi) The Offshore Fund beneficially owns 614,541 shares of Common Stock. (vii) Collectively, the Reporting Persons beneficially own 1,351,585 shares of Common Stock. (b) Percent of Class: (i) Mr. Pitts' beneficial ownership of 1,351,585 shares of Common Stock represents 5.08% of all of the outstanding shares of Common Stock. (ii) The Investment Manager's beneficial ownership of 1,128,364 shares of Common Stock represents 4.24% of all of the outstanding shares of Common Stock. (iii) The Managing General Partner's beneficial ownership of 223,221 shares of Common Stock represents 0.84% of all of the outstanding shares of Common Stock. (iv) Steadfast Capital's beneficial ownership of 223,221 shares of Common Stock represents 0.84% of all of the outstanding shares of Common Stock. (v) American Steadfast's beneficial ownership of 513,823 shares of Common Stock represents 1.93% of all of the outstanding shares of Common Stock. (vi) The Offshore Fund's beneficial ownership of 614,541 shares of Common Stock represents 2.31% of all of the outstanding shares of Common Stock. (vii) Collectively, the Reporting Persons' beneficial ownership of 1,351,585 shares of Common Stock represents 5.08% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote of shares of Common Stock: The Investment Manager and Mr. Pitts have shared power to vote or direct the vote of 1,128,364 shares of Common Stock. Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to vote or direct the vote of the 223,221 shares of Common Stock held by the Steadfast Capital. American Steadfast has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 513,823 shares of Common Stock held by American Steadfast. The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to vote or direct the vote of the 614,541 shares of Common Stock held by the Offshore Fund. (iii) Sole power to dispose or to direct the disposition of shares of Common Stock: Not applicable. (iv) Shared power to dispose or to direct the disposition of shares of Common Stock: The Investment Manager and Mr. Pitts have shared power to dispose or direct the disposition of 1,128,364 shares of Common Stock. Steadfast Capital has shared power with the Managing General Partner and Mr. Pitts to dispose or direct the disposition of the 223,221 shares of Common Stock held by Steadfast Capital. American Steadfast has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 513,823 shares of Common Stock held by American Steadfast. The Offshore Fund has shared power with the Investment Manager and Mr. Pitts to dispose or direct the disposition of the 614,541 shares of Common Stock held by the Offshore Fund. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. 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. See Exhibit B. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Dated: November 7, 2006 STEADFAST CAPITAL MANAGEMENT LLC By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member STEADFAST ADVISORS LLC By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member STEADFAST CAPITAL, L.P. By: STEADFAST ADVISORS LLC, as Managing General Partner By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member AMERICAN STEADFAST, L.P. By: STEADFAST CAPITAL MANAGEMENT LLC, as Attorney-in-Fact By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member STEADFAST INTERNATIONAL LTD. By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Director /s/Robert S. Pitts, Jr. ------------------------ Robert S. Pitts, Jr. EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of dELiA*s, Inc. dated as of November 7, 2006 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: November 7, 2006 STEADFAST CAPITAL MANAGEMENT LLC By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member STEADFAST ADVISORS LLC By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member STEADFAST CAPITAL, L.P. By: STEADFAST ADVISORS LLC, as Managing General Partner By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member AMERICAN STEADFAST, L.P. By: STEADFAST CAPITAL MANAGEMENT LLC, as Attorney-in-Fact By: /s/Robert S. Pitts, Jr. ---------------------------------------- Robert S. Pitts, Jr., Managing Member STEADFAST INTERNATIONAL LTD. By: /s/Robert S. Pitts, Jr. --------------------------------- Robert S. Pitts, Jr., Director /s/Robert S. Pitts, Jr. ------------------------ Robert S. Pitts, Jr. EXHIBIT B Robert S. Pitts, Jr. Steadfast Capital Management LLC Steadfast Advisors LLC Steadfast Capital, L.P. American Steadfast, L.P. Steadfast International Ltd. -----END PRIVACY-ENHANCED MESSAGE-----