8-K 1 ms726304v2-8k.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 30, 2006 Dean Witter Diversified Futures Fund II L.P. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 0-17446 13-3490286 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) c/o Demeter Management Corporation, 330 Madison Avenue, 8th Floor, New York, NY 10017 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 905-2700 Not Applicable -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers. ------------------------ (b) On March 27, 2006, the Registrant filed a Form 8-K stating that Bruce D. Simon would serve as a director of Demeter Management Corporation ("Demeter"), the general partner of the Registrant. On March 30, 2006, it was determined that Bruce D. Simon would not serve as a director of Demeter. (c) Effective May 1, 2006, Walter Davis will serve as President of Demeter and Chairman of the Board of Directors of Demeter, subject to approval by and registration with the National Futures Association. Walter Davis, age 41, is an Executive Director at Morgan Stanley and the Director of Morgan Stanley's Managed Futures Department. Prior to joining Morgan Stanley in 1999, Mr. Davis worked for Chase Manhattan Bank's Alternative Investment Group. Throughout his career, Mr. Davis has been involved with the development, management and marketing of a diverse array of commodity pools, hedge funds and other alternative investment funds. Mr. Davis received an MBA in Finance and International Business from the Columbia University Graduate School of Business in 1992 and a BA in Economics from the University of the South in 1987. (d) Effective May 1, 2006, the following individuals will serve as directors of Demeter, subject to approval by and registration with the National Futures Association: Walter Davis and Andy Saperstein. Andy Saperstein joined Morgan Stanley from Merrill Lynch to become the Chief Operating Officer of National Sales at Morgan Stanley. Mr. Saperstein was the first Vice President and Chief Operating Officer of the Direct Division, as well as a member of the Global Private Client Executive Committee at Merrill Lynch. Mr. Saperstein was responsible for the oversight of the online brokerage unit and the Financial Advisory Center, including the Retail Client Relationship Management group, the Services, Operations and Technology Group, the Client Acquisition team, and the Business Development and Analysis team. The Direct Division Advisory Center provided financial advice and guidance and account services to over 700,000 Merrill Lynch client households. Mr. Saperstein began his career at Merrill Lynch in November 2001. Mr. Saperstein joined Merrill Lynch from McKinsey and Company, where he was a partner in the Financial Institutions group, co-leader of the North American Asset Management and Brokerage Practice and co-leader of North American Recruiting, working closely with Merrill Lynch as an advisor since 1993. Mr. Saperstein graduated cum laude from Harvard Law School and summa cum laude from The Wharton School/College of Arts and Sciences at the University of Pennsylvania with a dual degree in Economics and Finance. 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 hereunto duly authorized. DEAN WITTER DIVERSIFIED FUTURES FUND II L.P. Date: April 4, 2006 By: Demeter Management Corporation as General Partner /s/ Jeffrey A. Rothman ---------------------------------------------- Name: Jeffrey A. Rothman Title: President