-----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, KMq6R2PBRu5YPlGWMhxo+1DTjsEzXVIF0C6y+Vu1n6kmy2d2cZv+isYqYhcQ/Fis KJ9TJcnEfwotmeg/o+V2Og== 0000839945-97-000005.txt : 19970811 0000839945-97-000005.hdr.sgml : 19970811 ACCESSION NUMBER: 0000839945-97-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970808 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WITTER DEAN DIVERSIFIED FUTURES FUND II L P CENTRAL INDEX KEY: 0000839945 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 133490286 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-17446 FILM NUMBER: 97653811 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER 62ND FLR STREET 2: C/O DEMETER MANAGEMENT CORP CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 2123925454 MAIL ADDRESS: STREET 1: C/O DEMETER MANAGEMENT CORP STREET 2: TWO WORLD TRADE CENTER 62ND FL CITY: NEW YORK STATE: NY ZIP: 10048 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Period ended June 30, 1997 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File No. 33-24662 DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. (Exact name of registrant as specified in its charter) Delaware 13-3490286 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) c/o Demeter Management Corporation Two World Trade Center, 62 Fl., New York, NY 10048 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 392-5454 (Former name, former address, and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. INDEX TO QUARTERLY REPORT ON FORM 10-Q June 30, 1997
PART I. FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition June 30, 1997 (Unaudited) and December 31, 1996.....................2 Statements of Operations for the Quarters Ended June 30, 1997 and 1996 (Unaudited)....................3 Statements of Operations for the Six Months Ended June 30, 1997 and 1996 (Unaudited)....................4 Statements of Changes in Partners' Capital for the Six Months ended June 30, 1997 and 1996 (Unaudited)...........................................5 Statements of Cash Flows for the Six Months Ended June 30, 1997 and 1996 (Unaudited)....................6 Notes to Financial Statements (Unaudited)..........7-12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..13-19 Part II. OTHER INFORMATION Item 1. Legal Proceedings..............................20-21 Item 5. Other Information.................................21 Item 6. Exhibits and Reports on Form 8-K..................22
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. STATEMENTS OF FINANCIAL CONDITION
June 30, December 31, 1997 1996 $ $ (Unaudited) ASSETS Equity in Commodity futures trading accounts: Cash 11,608,825 12,415,430 Net unrealized gain on open contracts 164,074 160,193 Total Trading Equity 11,772,899 12,575,623 Interest receivable (DWR) 37,853 42,043 Due from DWR 6,088 - - Total Assets 11,816,840 12,617,666 LIABILITIES AND PARTNERS' CAPITAL Liabilities Redemptions payable 690,859 297,904 Accrued brokerage fees (DWR) 38,297 15,137 Accrued management fee (DWFCM) 29,536 31,538 Accrued transaction fees and costs 2,373 2,330 Total Liabilities 761,065 346,909 Partners' Capital Limited Partners (4,491.508 and 4,982.521 Units, respectively) 10,805,574 12,019,867 General Partner (104 Units) 250,201 250,890 Total Partners' Capital 11,055,775 12,270,757 Total Liabilities and Partners' Capital11,816,840 12,617,666 NET ASSET VALUE PER UNIT 2,405.78 2,412.41 The accompanying footnotes are an integral part of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. STATEMENTS OF OPERATIONS (Unaudited)
For the Quarters Ended June 30, 1997 1996 $ $ REVENUES Trading profit (loss): Realized (410,972) 494,900 Net change in unrealized (220,882) (618,638) Total Trading Results (631,854) (123,738) Interest Income (DWR) 122,732 128,405 Total Revenues (509,122) 4,667 EXPENSES Brokerage fees (DWR) 215,360 282,808 Management fee (DWFCM) 89,323 94,269 Transaction fees and costs 16,881 21,676 Total Expenses 321,564 398,753 NET LOSS (830,686) (394,086) NET LOSS ALLOCATION Limited Partners (812,993) (386,804) General Partner (17,693) (7,282) NET LOSS PER UNIT Limited Partners (170.13) (70.03) General Partner (170.13) (70.03) The accompanying footnotes are an integral part of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. STATEMENTS OF OPERATIONS (Unaudited)
For the Six Months Ended June 30, 1997 1996 $ $ REVENUES Trading profit (loss): Realized 416,375 (1,028,811) Net change in unrealized 3,881 (652,254) Total Trading Results 420,256 (1,681,065) Interest Income (DWR) 251,208 261,863 Total Revenues 671,464 (1,419,202) EXPENSES Brokerage fees (DWR) 445,917 586,617 Management fee (DWFCM) 189,480 195,539 Transaction fees and costs 35,099 51,985 Incentive fee (DWFCM) - (2,590) Total Expenses 670,496 831,551 NET INCOME (LOSS) 968 (2,250,753) NET INCOME (LOSS) ALLOCATION Limited Partners 1,657 (2,209,957) General Partner (689) (40,796) NET INCOME (LOSS) PER UNIT Limited Partners (6.63) (392.27) General Partner (6.63) (392.27) The accompanying footnotes are an integral part of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL For the Six Months Ended June 30, 1997 and 1996 (Unaudited)
Units of Partnership Limited General Interest Partners Partner Total Partners' Capital, December 31, 1995 5,761.751 $14,341,357 $263,621 $14,604,978 Net Loss - (2,209,957) (40,796) (2,250,753) Redemptions (401.881) (870,443) - - (870,443) Partners' Capital, June 30, 1996 5,359.870 $11,260,957 $222,825 $11,483,782 Partners' Capital, December 31, 1996 5,086.521 $12,019,867 $250,890 $12,270,757 Net Income (Loss) - 1,657 (689) 968 Redemptions (491.013) (1,215,950) - (1,215,950) Partners' Capital, June 30, 1997 4,595.508 $10,805,574 $250,201 $11,055,775 The accompanying footnotes are an integral part of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. STATEMENTS OF CASH FLOWS (Unaudited)
For the Six Months Ended June 30, 1997 1996 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) 968 (2,250,753) Noncash item included in net income (loss): Net change in unrealized (3,881) 652,254 (Increase) decrease in operating assets: Interest receivable (DWR) 4,190 12,446 Due from DWR (6,088) - Increase (decrease) in operating liabilities: Accrued brokerage fees (DWR) 23,160 (25,243) Accrued management fee (DWFCM) (2,002) (8,414) Accrued transaction fees and costs 43 (1,221) Accrued incentive fee (DWFCM) - (3,299) Net cash provided by (used for) operating activities 16,390 (1,624,230) CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in redemptions payable392,955 (207,602) Redemptions of units (1,215,950) (870,443) Net cash used for financing activities (822,995) <1,078,045) Net decrease in cash (806,605) <2,702,275) Balance at beginning of period 12,415,430 14,643,529 Balance at end of period 11,608,825 11,941,254 The accompanying footnotes are an integral part of these financial statements.
DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) The financial statements include, in the opinion of management, all adjustments necessary for a fair presentation of the results of operations and financial condition. The financial statements and condensed notes herein should be read in conjunction with the Partnership's December 31, 1996 Annual Report on Form 10-K. 1. Organization Dean Witter Diversified Futures Fund II L.P. (the "Partnership") is a limited partnership organized to engage in the speculative trading of commodity futures and futures-related contracts, including forward contracts on foreign currencies (collectively, "futures interests"). The general partner for the Partnership is Demeter Management Corporation ("Demeter"). The commodity broker is Dean Witter Reynolds Inc. ("DWR"). The trading manager who makes all trading decisions for the Partnership is Dean Witter Futures & Currency Management, Inc. ("DWFCM"), an affiliate of DWR. Demeter, DWR and DWFCM are all wholly owned subsidiaries of Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"). 2. Related Party Transactions The Partnership's cash is on deposit with DWR in commodity trading accounts to meet margin requirements as needed. DWR pays interest on these funds based on current 13-week U.S. Treasury Bill rates. Brokerage expenses incurred by the Partnership are paid to DWR. Management and incentive fees incurred by the Partnership are paid to DWFCM. DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) 3. Financial Instruments The Partnership trades futures and forward contracts in interest rates, stock indices, commodities, currencies, petroleum and precious metals. Futures and forwards represent contracts for delayed delivery of an instrument at a specified date and price. Risk arises from changes in the value of these contracts and the potential inability of counterparties to perform under the terms of the contracts. There are numerous factors which may significantly influence the market value of these contracts, including interest rate volatility. At June 30, 1997 and December 31, 1996, open contracts were: Contract or Notional Amount June 30, 1997 December 31, 1996 $ $ Exchange-Traded Contracts Financial Futures: Commitments to Purchase 16,268,000 - - Commodity Futures: Commitments to Purchase 3,403,000 2,026,000 Commitments to Sell 11,427,000 6,083,000 Foreign Futures: Commitments to Purchase 24,494,000 6,629,000 Commitments to Sell 10,870,000 11,748,000 Off-Exchange-Traded Forward Currency Contracts Commitments to Purchase 23,962,000 33,150,000 Commitments to Sell 25,729,000 42,844,000 A portion of the amounts indicated as off-balance-sheet risk in forward currency contracts is due to offsetting forward commitments to purchase and to sell the same currency on the same DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) date in the future. These commitments are economically offsetting, but are not offset in the forward market until the settlement date. The net unrealized gains on open contracts are reported as a component of "Equity in Commodity futures trading accounts" on the Statements of Financial Condition and totaled $164,074 and $160,193 at June 30, 1997 and December 31, 1996, respectively. Of the $164,074 net unrealized gain on open contracts at June 30, 1997, $312,810, related to exchange-traded futures contracts and $(148,736) related to off-exchange-traded forward currency contracts. Of the $160,193 net unrealized gain on open contracts at December 31, 1996, $423,229 related to exchange-traded futures contracts and $(263,036) related to off-exchange-traded forward currency contracts. Exchange-traded futures contracts held by the Partnership at June 30, 1997 and December 31, 1996 mature through December 1997 and June 1997, respectively. Off-exchange-traded forward currency contracts held by the Partnership at June 30, 1997 and December 31, 1996 mature through August 1997 and February 1997, respectively. The contract amounts in the above table represent the Partnership's extent of involvement in the particular class of financial instrument, but not the credit risk associated with DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) counterparty nonperformance. The credit risk associated with these instruments is limited to the amounts reflected in the Partnership's Statements of Financial Condition. The Partnership also has credit risk because DWR acts as the futures commission merchant or the sole counterparty, with respect to most of the Partnership's assets. Exchange-traded futures contracts are marked to market on a daily basis, with variations in value settled on a daily basis. DWR, as the futures commission merchant for all of the Partnership's exchange- traded futures contracts, is required pursuant to regulations of the Commodity Futures Trading Commission ("CFTC") to segregate from its own assets and for the sole benefit of its commodity customers, all funds held by DWR with respect to exchange-traded futures contracts including an amount equal to the net unrealized gain on all open futures contracts, which funds totaled $11,921,635 and $12,838,659 at June 30, 1997 and December 31, 1996, respectively. With respect to the Partnership's off- exchange-traded forward currency contracts, there are no daily settlements of variations in value nor is there any requirement that an amount equal to the net unrealized gain on open forward contracts be segregated. With respect to those off-exchange- traded forward currency contracts, the Partnership is at risk to the ability of DWR, the counterparty on all such contracts, to perform. DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) For the six months ended June 30, 1997 and for the year ended December 31, 1996, the average fair value of financial instruments held for trading purposes was as follows: June 30, 1997 Assets Liabilities $ $ Exchange-Traded Contracts: Financial Futures 2,843,000 21,363,000 Commodity Futures 4,355,000 5,481,000 Foreign Futures 13,662,000 9,310,000 Off-Exchange-Traded Forward Currency Contracts 20,398,000 28,688,000 December 31, 1996 Assets Liabilities $ $ Exchange-Traded Contracts: Financial Futures 15,923,000 8,572,000 Commodity Futures 7,188,000 5,152,000 Foreign Futures 22,067,000 8,118,000 Off-Exchange-Traded Forward Currency Contracts 37,689,000 41,562,000 4. Subsequent Event On July 31, 1997, DWR closed the sale of its institutional futures business and foreign currency trading operations to Carr Futures Inc. ("Carr"), a subsidiary of Credit Agricole Indosuez. Following the sale, Carr became the counterparty on the Partnership's foreign currency trades. However, during a transition period of about three months, DWR will continue to perform certain services relating to the Partnership's futures trading including clearance. After such transition period, DWR DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. NOTES TO FINANCIAL STATEMENTS (CONCLUDED) will continue to serve as a futures broker for the Partnership with Carr providing execution and clearing services for the Partnership's account. Item 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity - The Partnership's assets are on deposit in futures interest trading accounts with DWR, and are used by the Partnership as margin to engage in futures interest trading. DWR holds such assets in either designated depositories or in securities approved by the CFTC for investment of customer funds. The Partnership's assets held by DWR may be used as margin solely for the Partnership's trading. Since the Partnership's sole purpose is to trade in futures interests, it is expected that the Partnership will continue to own such liquid assets for margin purposes. The Partnership's investment in futures interests may, from time to time, be illiquid. Most United States futures exchanges limit fluctuations in certain futures interest prices during a single day by regulations referred to as "daily price fluctuations limits" or "daily limits". Pursuant to such regulations, during a single trading day no trades may be executed at prices beyond the daily limit. If the price of a particular futures interest has increased or decreased by an amount equal to the "daily limit", positions in such futures interest can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures interest prices have occasionally moved the daily limit for several consecutive days with little or no trading. Such market conditions could prevent the Partnership from promptly liquidating its futures interests and result in restrictions on redemptions. However, since the commencement of trading by the Partnership, there has never been a time when illiquidity has affected a material portion of the Partnership's assets. There is no limitation on daily price moves in trading forward contracts on foreign currencies. The markets for some world currencies have low trading volume and are illiquid, which may prevent the Partnership from trading in potentially profitable markets or prevent the Partnership from promptly liquidating unfavorable positions in such markets and subjecting it to substantial losses. Either of these market conditions could result in restrictions on redemptions. Capital Resources - The Partnership does not have, nor does it expect to have, any capital assets. Redemptions and sales of additional Units of Limited Partnership Interest in the future will affect the amount of funds available for investments in futures interests in subsequent periods. As redemptions are at the discretion of the Limited Partners, it is not possible to estimate the amount and therefore the impact of future redemptions. Results of Operations For the Quarter and Six Months Ended June 30, 1997 For the quarter ended June 30, 1997 the Partnership's total trading losses net of interest income were $509,122. During the second quarter, the Partnership posted a decrease in Net Asset Value per Unit. Losses were recorded in the financial futures markets during April from short positions in U.S. interest rate futures as prices moved higher late in the month. This upward price move resulted in the Partnership establishing new long positions, which recorded additional losses in May as prices finished the month lower. Smaller losses were recorded as a result of similar choppy price movement in European interest rate futures during April and May. A portion of these losses was offset in June from long global interest rate and stock index futures positions as prices in these markets moved higher. Trading losses were also recorded in the energy and metals markets as oil and gas prices, as well as base metals prices, moved in a choppy pattern throughout a majority of the quarter. Smaller losses were recorded in the currency markets as gains experienced from a strengthening in the value of the U.S. dollar versus the Japanese yen during April were more than offset by losses recorded from transactions involving the Swiss franc during June and from transactions involving the Canadian dollar and British pound during May. A portion of the Partnership's overall losses for the quarter was offset by gains experienced from long coffee futures positions as coffee prices trended higher during April and May. Gains recorded from short soybean and corn futures positions, as prices in these markets moved lower during June, also helped to mitigate losses during the quarter. Total expenses for the period were $321,564, resulting in a net loss of $830,686. The value of an individual Unit in the Partnership decreased from $2,575.91 at at March 31, 1997 to $2,405.78 at June 30, 1997. For the six months ended June 30, 1997 the Partnership's total revenues including interest income were $671,464. During the first six months, the Partnership posted a decrease in Net Asset Value per Unit. Losses were experienced in global interest rate futures as prices in these markets moved in a short-term volatile range during the period January to April. Losses were also recorded from trading energy futures during the second quarter as oil and gas prices moved without consistent direction. Smaller losses were recorded in metals as gains recorded from short gold futures positions during January were more than offset by losses in base metals futures trading during the second quarter. A majority of the Partnership's overall losses were offset by gains recorded in the currency markets as a result of a strengthening in the value of the U.S. dollar versus the Japanese yen during the period January through April and relative to most major European currencies during January and February. A portion of these gains was offset by losses from transactions involving the British pound and Canadian dollar during February, March and May. Gains recorded in soft commodities from long coffee futures positions, as coffee prices trended steadily higher during January and February and again during April and May also helped to mitigate overall losses for the first half of the year. Smaller gains were recorded in the agricultural markets from trading soybean and corn futures. Total expenses for the period were $670,496, resulting in net income of $968. The value of an individual Unit in the Partnership increased from $2,412.41 at December 31, 1996 to $2,405.78 at June 30, 1997. For the Quarter and Six Months Ended June 30, 1996 For the quarter ended June 30, 1996, the Partnership's total trading revenues including interest income were $4,667. During the second quarter, the Partnership posted a decrease in Net Asset Value per Unit. The most significant trading losses during the quarter were recorded in the financial futures markets as trendless price movement was experienced in non-U.S. interest rate futures, particularly in Australian, Japanese and European interest rate futures. Trading gains recorded during April and May from short U.S. interest rate futures positions, as prices in these markets moved lower, offset a portion of these losses. Additional losses for the Partnership were recorded in global stock index futures as prices moved without consistent direction throughout the quarter. In soft commodities, losses experienced from short-term volatile movement in sugar and coffee futures prices during April and May, as well as from losses in coffee and cocoa futures during June, more than offset gains recorded in June from short cotton positions as prices moved lower and from long sugar positions as prices moved higher. In currency trading, gains were recorded during April from short German mark and Swiss franc positions as the value of the German mark and Swiss franc moved lower relative to the U.S. dollar and other world currencies. Smaller trading gains were recorded by the Partnership during May from long Australian dollar positions as the value of the Australian dollar moved higher relative to other world currencies. Additional gains were recorded in metals trading from short copper, gold and silver futures positions as prices moved lower during June. In the agricultural markets, gains recorded from long corn and wheat futures positions as prices moved higher during April, offset losses in corn and soybean products in June. Smaller gains were recorded in the energy markets as gains in natural gas futures more than offset losses in other gas and oil products. Total expenses for the quarter were $398,753, resulting in a net loss of $394,086. The value of an individual Unit in the Partnership decreased from $2,212.58 at March 31, 1996 to $2,142.55 at June 30, 1996. For the six months ended June 30, 1996, the Partnership's total trading losses net of interest income were $1,419,202. During the first half of the year, the Partnership posted a decrease in Net Asset Value per Unit primarily as a result of a sudden and sharp trend reversal during February in the downward move in the value of the Japanese yen and most major European currencies, which had resulted in gains during January. Trading gains recorded during March from transactions involving the Australian dollar and Japanese yen offset a portion of the overall losses experienced in the currency markets during February. Additionally, trendless price movement in global interest rate futures trading during the second quarter, resulted in losses for the Partnership. In energy trading, gains in natural gas futures during June, as well as from gains in natural gas futures during June, as well as from gains in crude oil futures during March, offset a portion of overall losses for the first half of the year. In agricultural trading, long positions in corn and wheat futures profited from increasing prices early in the second quarter. These gains helped to mitigate losses experienced from trading soybean futures during the first quarter. Short-term volatile price movement in soft commodities futures resulted in losses for the Partnership during a majority of the first half of the year. Total expenses for the period were $831,551, resulting in a net loss of $2,250,753. The value of an individual Unit in the Partnership decreased from $2,534.82 at December 31, 1995 to $2,142.55 at June 30, 1996. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS On September 6, 10, and 20, 1996, and on March 13, 1997, similar purported class actions were filed in the Superior Court of the State of California, County of Los Angeles, on behalf of all purchasers of interests in limited partnership commodity pools sold by DWR. Named defendants include DWR, Demeter, DWFCM, MSDWD (all such parties referred to hereafter as the "Dean Witter Parties"), the Partnership, certain other limited partnership commodity pools of which Demeter is the general partner, and certain trading advisors to those pools. On June 16, 1997, the plaintiffs in the above actions filed a consolidated amended complaint. Similar purported class actions were also filed on September 18 and 20, 1996 in the Supreme Court of the State of New York, New York County, and on November 14, 1996 in the Superior Court of the State of Delaware, New Castle County, against the Dean Witter Parties and certain trading advisors on behalf of all purchasers of interests in various limited partnership commodity pools including the Partnership, sold by DWR. Generally, these complaints allege, among other things, that the defendants committed fraud, deceit, misrepresentation, breach of fiduciary duty, fraudulent and unfair business practices, unjust enrichment, and conversion in connection with the sale and operation of the various limited partnership commodity pools. The complaints seek unspecified amounts of compensatory and punitive damages and other relief. It is possible that additional similar actions may be filed and that, in the course of these actions, other parties could be added as defendants. The Dean Witter Parties believe that they and the Partnership have strong defenses to, and they will vigorously contest, the actions. Although the ultimate outcome of legal proceedings cannot be predicted with certainty, it is the opinion of management of the Dean Witter Parties that the resolution of the actions will not have a material adverse effect on the financial condition or the results of operations of any of the Dean Witter Parties or the Partnership. Item 5. OTHER INFORMATION On July 21, 1997, MSDWD, the sole shareholder of Demeter, appointed a new Board of Directors consisting of Richard M. DeMartini, Mark J. Hawley, Lawrence Volpe, Joseph G. Siniscalchi, Edward C. Oelsner III, and Robert E. Murray. Item 6. Exhibits and Reports on Form 8-K (A) Exhibits - None. (B) Reports on Form 8-K. - None. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dean Witter Diversified Futures Fund II L.P. (Registrant) By: Demeter Management Corporation (General Partner) August 8, 1997 By: /s/ Patti L. Behnke Patti L. Behnke Chief Financial Officer The General Partner which signed the above is the only party authorized to act for the Registrant. The Registrant has no principal executive officer, principal financial officer, controller, or principal accounting officer and has no Board of Directors. EX-27 2
5 The schedule contains summary financial information extracted from Dean Witter Diversified Futures Fund II L.P. and is qualified in its entirety by references to such financial instruments. 6-MOS JUN-30-1997 JUN-30-1997 11,608,825 0 43,941 0 0 0 0 0 11,816,840 0 0 0 0 0 0 11,816,840 0 671,464 0 0 670,496 0 0 968 0 968 0 0 0 968 0 0 Receivables include interest receivable of $37,853 and due from DWR of $6,088. In addition to cash and receivables, total assets include net unrealized gain on open contracts of $164,074. Liabilities include redemptions payable of $690,859, accrued brokerage commissions of $38,297, accrued management fees of $29,536 and accrued transaction fees and costs of $2,373. Total revenues include realized trading revenue of $416,375, net change in unrealized of $3,881, and interest income of $251,208.
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