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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DEAN WITTER SELECT FUTURES FUND L.P.
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(Exact name of Registrant as specified in its
Certificate of Limited Partnership)
Delaware 13-3619290
(State of organization) (IRS Employer Identification No.)
c/o Demeter Management Corporation
TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK 10048
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
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None Not Applicable
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Securities to be registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of class)
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Page 1 of 4 Pages
ITEM 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to:
(a) Registrant's Registration Statement on Form S-1 (including all
exhibits thereto) registering 60,000 Units of Limited Partnership Interest,
which was filed with the Securities and Exchange Commission (the "Commission")
on March 4, 1996 (SEC File No. 333-1918).
(b) Amendment No. 1 to the Registrant's Registration Statement
(including all exhibits thereto), which was filed with the Commission on May 7,
1996. Amendment No. 2 to the Registrant's Registration Statement (including all
exhibits thereto), which was filed with the Commission on August 9, 1996.
(c) Post-Effective No. 1 to the Registrant's Registration Statement
(including all exhibits thereto), which was filed with the Commission on
October 16, 1996.
Items (a), (b), (c), and (d) are hereby incorporated herein by
reference.
In addition, pursuant to paragraph (d) of Item 202 of Regulation S-K,
specific reference is hereby made to the following:
1. For a discussion of the rights comparable to "dividend rights"
(paragraph (a)(1)(i) of Item 202), see "The Limited Partnership
Agreement - Nature of the Partnership" and "The Limited Partnership
Agreement - Management of Partnership Affairs" beginning on page 67
of the Partnership's Prospectus dated October 17, 1996 (the
"Prospectus"); and Section 7(h) of the Amended and Restated Limited
Partnership Agreement of the Registrant which is Exhibit A to the
Prospectus (the "Limited Partnership Agreement").
2. For a discussion of "redemption provisions" (paragraph (a)(1)(iv)
of Item 202), see "Redemptions" beginning on page 65 of the
Prospectus; and Section 10(b) of the Limited Partnership Agreement.
3 For a discussion of "voting rights" (paragraphs (a)(1)(v) and
(a)(2) of Item 202), see "The Limited Partnership Agreement -
Management of Partnership Affairs" and "The Limited Partnership
Agreement - Amendments; Meetings" beginning on pages 67 and 69,
respectively, of the Prospectus; and Section 15 of the Limited
Partnership Agreement.
4. For a discussion of the rights comparable to "liquidation rights"
(paragraph (a)(1)(vii) of Item 202), see "The Limited Partnership
Page 2 of 4 Pages
Agreement - Nature of the Partnership" on page 67 of the
Prospectus; and Sections 4(a) and 4(b) of the Limited Partnership
Agreement.
5. For a description of "preemption rights" (paragraph (a)(1)(viii)
of Item 202), see "The Limited Partnership Agreement - Additional
Offerings" on page 68 of the Prospectus; and Section 16 of the
Limited Partnership Agreement.
6. For a discussion of the matters comparable to "liabilities to
further calls or to assessment" (paragraph (a)(1)(ix) of Item 202),
see "The Limited Partnership Agreement - Nature of the Partnership"
on page 67 of the Prospectus; and Section 7(f) of the Limited
Partnership Agreement.
7. For a discussion of the "restrictions on alienability" (paragraph
(a)(1)(x) of Item 202), see "The Limited Partnership Agreement -
Restrictions on Transfers or Assignments" on page 69 of the
Prospectus; and Section 10(a) of the Limited Partnership Agreement.
8. For a discussion of restrictions on "change in control of the
Registrant" (paragraph (a)(5) of Item 202), see Sections 10(a) and
15(c) of the Limited Partnership Agreements.
Paragraphs (a)(1)(ii), (iii), (vi), (xi), (a)(3), (a)(4), (b), (c),
(e) and (f) of Item 202 are not applicable.
ITEM 2. Exhibit
The following exhibit is filed herewith and is hereby incorporated by
reference herein:
(a) Registrant's definitive Prospectus, filed with the Commission
pursuant to Rule 424(b)(3) under cover of a letter dated October 31, 1996.
Annexed as Exhibit A to the Prospectus is the Registrant's Limited Partnership
Agreement.
The Units of Limited Partnership Interest of the Registrant are not
evidenced in certificate form but are evidenced on the Registrant's books as
maintained by Demeter Management Corporation, the general partner of the
Registrant; see Section 6 of the Limited Partnership Agreement; and "Acceptance
of the Limited Partnership Agreement" in the form of Subscription Agreement and
Exchange Agreement and Power of Attorney on page B-7 of the Prospectus.
Page 3 of 4 Pages
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
DEAN WITTER SELECT FUTURES FUND L.P.
By: DEMETER MANAGEMENT CORPORATION
General Partner
By: /s/ MARK J. HAWLEY
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Mark J. Hawley
President
Dated: April 30, 1997
Page 4 of 4 Pages