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 23, 2006
Dean Witter Diversified Futures Fund II L.P.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-17446 13-3490286
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
c/o Demeter Management Corporation, 330 Madison Avenue,
8th Floor, New York, NY 10017
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 905-2700
Not Applicable
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(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) Effective May 1, 2006, Jeffrey A. Rothman will no longer serve as President
of Demeter Management Corporation ("Demeter"), the general partner of the
Registrant, and as a director and Chairman of the Board of Directors (the
"Board") of Demeter.
Also, effective May 1, 2006, Richard A. Beech and Shelley Hanan will no
longer serve as directors of the Board.
(d) Effective May 1, 2006, the following individuals will serve as directors of
the Board, subject to approval by and registration with the National Futures
Association: Richard D. Gueren, Michael P. McGrath and Bruce D. Simon.
Richard D. Gueren, age 45, is Executive Director, Retail Options and
Transactional Futures at Morgan Stanley. He is responsible for marketing options
products to the firm's approximately 400 offices and 8,000 Financial Advisors.
Mr. Gueren first joined Dean Witter back in August 1986, as a member of the
Options Strategy/Trading team. In 1997, Dean Witter merged with Morgan Stanley.
Mr. Gueren is the firm's Senior Registered Options Principal. He is a member of
several Morgan Stanley committees, including the firm's National Error Committee
and Best Execution Committee. He is an advisory member to the Credit & Risk
Committee. Mr. Gueren is also an active member of several exchange and industry
committees, including the Retail Advisory committees for the Chicago Board
Options Exchange, the American Stock Exchange, the Philadelphia Stock Exchange,
the Pacific Stock Exchange, and the International Securities Exchange. Mr.
Gueren is also an Industry Arbitrator for the NASD and has been seated on
numerous industry cases over the past eight years. He has also been asked to
testify as an expert witness regarding options on numerous occasions. Mr. Gueren
holds a Bachelor of Science in Economics from the University of Hartford.
Michael P. McGrath, age 37, is a Managing Director and the Director of
Product Development for Morgan Stanley's Global Wealth Management Group. In this
role, Mr. McGrath oversees the flow of new products and services being offered
through Global Wealth Management in the United States. He coordinates the firm's
New Product Committee as well as being a voting member on the committee. He is
also a voting member of the Global Wealth Management Alternative Investments Due
Diligence Committee, the Global Wealth Management Insurance Due Diligence
Committee and the Portfolio Architect Oversight Committee. Mr. McGrath joined
Morgan Stanley in 2004, after three years with Nuveen Investments, a publicly
traded investment management company headquartered in Chicago, Illinois. At
Nuveen, Mr. McGrath served as a Managing Director and oversaw the development of
alternative investment products catering to the ultra-high net worth investor.
Mr. McGrath received his BA degree from Saint Peters College in 1990 and his MBA
in Finance from New York University in 1996.
Bruce D. Simon, age 49, is a Managing Director and the U.S. Chief
Investment Officer for Morgan Stanley's Private Wealth Management business,
which serves ultra-high net worth families and institutions throughout the
world. In this role, Mr. Simon oversees the investment advisory activities of
Private Wealth Management's clients in the United States. Mr. Simon manages a
group of internal asset managers, and is also responsible for research and due
diligence on all external traditional and alternative investment managers
offered through Morgan Stanley's "open architecture" platform. Mr. Simon joined
Morgan Stanley in 2002, after eight years with the Glenmede Trust Company, a
privately owned trust and investment management company headquartered in
Philadelphia, Pennsylvania. At Glenmede, Mr. Simon served as the Chief
Investment Officer for nearly five years, and his duties included overseeing a
staff of thirty investment professionals in a variety of investment disciplines
including portfolio management, equity research, and external manager selection.
Mr. Simon also managed the firm's flagship equity mutual fund, the Glenmede
Strategic Equity Fund. Prior to this role, Mr. Simon served as the President of
the Glenmede Trust Company of New Jersey, a wholly owned subsidiary of the
Glenmede Corporation. Before that, he spent ten years at Wells Fargo Bank in San
Francisco in a variety of investment management related roles. He has made
numerous appearances on CNBC and Bloomberg television and has been quoted
frequently in the financial press. Mr. Simon received his BS degree from Penn
State University in 1978 and his MBA in Applied Economics from George Washington
University in 1981, and is a Chartered Financial Analyst.
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: March 27, 2006 By: Demeter Management Corporation
as General Partner
/s/ Jeffrey A. Rothman
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Name: Jeffrey A. Rothman
Title: President