FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended June 30, 2000
Commission File Number 0-22491
SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
(Exact name of registrant as specified in its charter)
New York 13-3769020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Smith Barney Futures Management LLC
388 Greenwich St. - 7th Fl.
New York, New York 10013
(Address and Zip Code of principal executive offices)
(212) 723-5424
(Registrant's telephone number, including area code)
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
<PAGE>
SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
FORM 10-Q
INDEX
Page
Number
PART I - Financial Information:
Item 1. Financial Statements:
Statement of Financial Condition at
June 30, 2000 and December 31,
1999 (unaudited). 3
Statement of Income and Expenses
and Partners' Capital for
the three and six months ended
June 30, 2000 and 1999(unaudited). 4
Notes to Financial Statements
(unaudited) 5 - 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 9 - 10
Item 3. Quantitative and Qualitative Disclosures
of Market Risk 11 - 12
PART II - Other Information 13 - 15
2
<PAGE>
PART I
Item 1. Financial Statements
SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
STATEMENT OF FINANCIAL CONDITION
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
------------------ ------------------
<S> <C> <C>
ASSETS:
Equity in commodity futures trading account:
Cash $ 85,444,826 $ 101,629,135
Net unrealized appreciation on open
futures contracts 1,628,511 4,026,105
------------------ ------------------
87,073,337 105,655,240
Interest receivable 286,719 357,424
------------------ ------------------
$ 87,360,056 $ 106,012,664
================== ==================
LIABILITIES AND PARTNERS' CAPITAL:
Liabilities:
Accrued expenses:
Commissions $ 429,165 $ 540,229
Management fees 225,467 238,436
Other 58,980 93,976
Redemptions Payable 1,153,393 2,666,417
------------------ ------------------
1,867,005 3,539,058
------------------ ------------------
Partners' Capital:
General Partner, 1,287.3915 Unit equivalents
outstanding in 2000 and 1999 1,287,430 1,320,349
Limited Partners, 84,202.7994 and 98,628.3984
Units of Limited Partnership
Interest outstanding in 2000 and 1999,
respectively 84,205,621 101,153,257
------------------ ------------------
85,493,051 102,473,606
------------------ ------------------
$ 87,360,056 $ 106,012,664
================== ==================
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
STATEMENT OF INCOME AND EXPENSES AND PARTNERS' CAPITAL
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ -------------------------------
2000 1999 2000 1999
------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Income:
Net gains (losses) on trading of commodity
futures:
Realized gains on closed positions $ 3,193,640 $ 5,274,685 $ 2,619,612 $ 3,412,681
Change in unrealized gain (losses) on open
positions (2,395,173) 3,650,108 (2,397,594) 2,800,953
------------- ------------- ------------- --------------
798,467 8,924,793 222,018 6,213,634
Less, brokerage commissions including clearing
fees of $71,851, $112,932, $128,514 and
$166,731, respectively (1,498,542) (2,505,739) (3,136,679) (4,915,209)
------------- ------------- ------------- --------------
Net realized and unrealized gains (losses) (700,075) 6,419,054 (2,914,661) 1,298,425
Interest income 922,698 1,241,669 1,947,744 2,493,648
------------- ------------- ------------- --------------
222,623 7,660,723 (966,917) 3,792,073
------------- ------------- ------------- --------------
Expenses:
Management fees 703,489 960,673 1,397,246 1,901,065
Other 32,778 26,305 67,756 94,703
Incentive fees - 768,058 - 907,092
------------- ------------- ------------- --------------
736,267 1,755,036 1,465,002 2,902,860
------------- ------------- ------------- --------------
Net income (loss) (513,644) 5,905,687 (2,431,919) 889,213
Redemptions (6,025,587) (5,536,585) (14,548,636) (10,548,726)
------------- ------------- ------------- --------------
Net increase (decrease) in Partners' capital (6,539,231) 369,102 (16,980,555) (9,659,513)
Partners' capital, beginning of period 92,032,282 141,769,167 102,473,606 151,797,782
------------- ------------- ------------- --------------
Partners' capital, end of period $ 85,493,051 $ 142,138,269 $ 85,493,051 $ 142,138,269
------------- ------------- ------------- --------------
Net asset value per Unit
(85,490.1909 and 115,711.3848 Units outstanding
at June 30, 2000 and 1999, respectively) $ 1,000.03 $ 1,228.39 $ 1,000.03 $ 1,228.39
------------- ------------- ------------- --------------
Net gain (loss) per Unit of Limited Partnership
Interest and General Partner Unit equivalent $ (5.06) $ 49.46 $ (25.57) $ 9.20
------------- ------------- ------------- --------------
</TABLE>
See Notes to Financial Statements
4
<PAGE>
Smith Barney Diversified Futures Fund L.P. II
Notes to Financial Statements
June 30, 2000
(Unaudited)
1. General
Smith Barney Diversified Futures Fund L.P. II (the "Partnership"), is a
limited partnership which was organized on May 10, 1994 under the partnership
laws of the State of New York to engage in the speculative trading of a
diversified portfolio of commodity interests including futures contracts,
options and forward contracts. The commodity interests that are traded by the
Partnership are volatile and involve a high degree of market risk.
Between August 21, 1995 (commencement of the offering period) and
January 16, 1996, 8,529 Units of limited partnership interest were sold at
$1,000 per unit. The proceeds of the offering were held in an escrow account
until January 17, 1996, at which time they were turned over to the Partnership
for trading.
Smith Barney Futures Management LLC acts as the general partner (the
"General Partner") of the Partnership. The Partnership's commodity broker is
Salomon Smith Barney Inc. ("SSB"). SSB is an affiliate of the General Partner.
The General Partner is wholly owned by Salomon Smith Barney Holdings Inc.
("SSBHI"), which is the sole owner of SSB. SSBHI is a wholly owned subsidiary of
Citigroup Inc. As of June 30, 2000, all trading decisions are made for the
Partnership by John W. Henry & Company, Inc., Campbell & Co., Inc., Willowbridge
Associates Inc., Stonebrook Capital Management, Inc. and Beacon Management
Corporation (collectively, the "Advisors"). Effective July 1, 2000, John W.
Henry & Company, Inc. was terminated as an Advisor and Graham Capital Management
L.P. was added as an Advisor on the same date.
The accompanying financial statements are unaudited but, in the opinion
of management, include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the Partnership's financial
condition at June 30, 2000 and December 31, 1999 and the results of its
operations for the three and six months ended June 30, 2000 and 1999. These
financial statements present the results of interim periods and do not include
all disclosures normally provided in annual financial statements. It is
suggested that these financial statements be read in conjunction with the
financial statements and notes included in the Partnership's annual report on
Form 10-K filed with the Securities and Exchange Commission for the year ended
December 31, 1999.
Due to the nature of commodity trading, the results of operations for
the interim periods presented should not be considered indicative of the results
that may be expected for the entire year.
5
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Smith Barney Diversified Futures Fund L.P. II
Notes to Financial Statements
June 30, 2000
(Continued)
2. Net Asset Value Per Unit:
Changes in net asset value per Unit for the three and six months ended
June 30, 2000 and 1999 were as follows:
<TABLE>
<CAPTION>
THREE-MONTHS ENDED SIX-MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
------------- -------------- ------------ -----------
<S> <C> <C> <C> <C>
Net realized and unrealized
gains (losses) $ (7.14) $ 53.76 $ (30.71) $ 12.62
Interest income 10.34 10.43 20.86 20.62
Expenses (8.26) (14.73) (15.72) (24.04)
---------- ---------- ---------- ----------
Increase(decrease) for period (5.06) 49.46 (25.57) 9.20
Net Asset Value per Unit,
beginning of period 1,005.09 1,178.93 1,025.60 1,219.19
---------- ---------- ---------- ---------
Net Asset Value per Unit
end of period $1,000.03 $1,228.39 $1,000.03 $1,228.39
========== ========= ========== =========
</TABLE>
6
<PAGE>
3. Trading Activities:
The Partnership was formed for the purpose of trading contracts in a
variety of commodity interests, including derivative financial instruments and
derivative commodity instruments. The results of the Partnership's trading
activity are shown in the statement of income and expenses.
The Customer Agreement between the Partnership and SSB gives the
Partnership the legal right to net unrealized gains and losses.
All of the commodity interests owned by the Partnership, are held for
trading purposes. The average fair value during the periods ended June 30, 2000
and December 31, 2000, based on a monthly calculation, was $5,486,576 and
$7,397,780, respectively. The fair value of these commodity interests, including
options thereon, if applicable, at June 30, 2000 and December 31, 1999, was
$1,628,511 and $4,026,105, respectively, as detailed below.
Fair Value
June 30, December 31,
2000 1999
-------------- ------------
Currency:
- Exchange Traded Contracts $ (68,820) $ 320,385
- OTC Contracts (169,631) 305,278
Energy 1,373,352 880,171
Grains 629,495 93,138
Interest Rates U.S. 295,713 1,254,924
Interest Rates Non-U.S. (239,936) (106,494)
Livestock 38,250 (71,300)
Metals (646,723) 318,282
Softs 335,639 548,382
Indices 81,172 483,339
---------- ----------
Total $1,628,511 $4,026,105
=========== ==========
4. Financial Instrument Risk:
The Partnership is party to financial instruments with off-balance sheet
risk, including derivative financial instruments and derivative commodity
instruments, in the normal course of its business. These financial instruments
may include forwards, futures and options, whose value is based upon an
underlying asset, index, or reference rate, and generally represent future
commitments to exchange currencies or cash flows, to purchase or sell other
financial instruments at specific terms at specified future dates, or, in the
case of derivative commodity instruments, to have a reasonable possibility to be
settled in cash, through physical delivery or with another financial instrument.
These instruments may be traded on an exchange or over-the-counter ("OTC").
Exchange traded instruments are standardized and include futures and certain
option contracts. OTC contracts are negotiated between contracting parties and
7
<PAGE>
include forwards and certain options. Each of these instruments is subject to
various risks similar to those related to the underlying financial instruments
including market and credit risk. In general, the risks associated with OTC
contracts are greater than those associated with exchange traded instruments
because of the greater risk of default by the counterparty to an OTC contract.
Market risk is the potential for changes in the value of the financial
instruments traded by the Partnership due to market changes, including interest
and foreign exchange rate movements and fluctuations in commodity or security
prices. Market risk is directly impacted by the volatility and liquidity in the
markets in which the related underlying assets are traded.
Credit risk is the possibility that a loss may occur due to the failure
of a counterparty to perform according to the terms of a contract. Credit risk
with respect to exchange traded instruments is reduced to the extent that an
exchange or clearing organization acts as a counterparty to the transactions.
The Partnership's risk of loss in the event of counterparty default is typically
limited to the amounts recognized in the statement of financial condition and
not represented by the contract or notional amounts of the instruments. The
Partnership has concentration risk because the sole counterparty or broker with
respect to the Partnership's assets is SSB.
The General Partner monitors and controls the Partnership's risk
exposure on a daily basis through financial, credit and risk management
monitoring systems and, accordingly believes that it has effective procedures
for evaluating and limiting the credit and market risks to which the Partnership
is subject. These monitoring systems allow the General Partner to statistically
analyze actual trading results with risk adjusted performance indicators and
correlation statistics. In addition, on-line monitoring systems provide account
analysis of futures, forwards and options positions by sector, margin
requirements, gain and loss transactions and collateral positions.
The notional or contractual amounts of these instruments, while not
recorded in the financial statements, reflect the extent of the Partnership's
involvement in these instruments. The majority of these instruments mature
within one year of June 30, 2000. However, due to the nature of the
Partnership's business, these instruments may not be held to maturity.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
The Partnership does not engage in the sale of goods or services. Its
only assets are its equity in its commodity futures trading account, consisting
of cash and cash equivalents, net unrealized appreciation (depreciation) on open
futures and forward contracts, commodity options and interest receivable.
Because of the low margin deposits normally required in commodity futures
trading, relatively small price movements may result in substantial losses to
the Partnership. While substantial losses could lead to a decrease in liquidity,
no such losses occurred during the second quarter of 2000.
The Partnership's capital consists of the capital contributions of the
partners as increased or decreased by gains or losses on commodity futures
trading, expenses, interest income, additions and redemptions of Units and
distributions of profits if any.
For the six months ended June 30, 2000, Partnership capital decreased
16.6% from $102,473,606 to $85,493,051. This decrease was attributable to the
redemption of 14,425.5990 Units resulting in an outflow of $14,548,636 coupled
with a net loss from operations of $2,431,919 for the six months ended June 30,
2000. Future redemptions can impact the amount of funds available for
investments in commodity contract positions in subsequent periods.
Results of Operations
During the Partnership's second quarter of 2000, the net asset value per
unit decreased 0.5% from $1,005.09 to $1,000.03, as compared to an increase of
4.2% in the second quarter of 1999. The Partnership experienced a net trading
gain before brokerage commissions and related fees in the second quarter of 2000
of $798,467. Gains were primarily attributable to the trading of commodity
futures in currencies, softs and energy and were partially offset by losses in
grains, U.S. and non-U.S. interest rates, metals, livestock and indices. The
Partnership experienced a net trading gain before brokerage commissions and
related fees in the second quarter of 1999 of $8,924,793. Gains were primarily
attributable to the trading of commodity futures in currencies, energy, grains,
U.S. and non U.S. interest rates and metals and were partially offset by losses
recognized in the trading of livestock, indices and softs.
Commodity futures markets are highly volatile. Broad price fluctuations
and rapid inflation increase the risks involved in commodity trading, but also
increase the possibility of profit. The profitability of the Partnership depends
on the existence of major price trends and the ability of the Advisors to
9
<PAGE>
identify correctly those prices trends. Price trends are influenced by, among
other things, changing supply and demand relationships, weather, governmental,
agricultural, commercial and trade programs and policies, national and
international political and economic events and changes in interest rates. To
the extent that market trends exist and the Advisors are able to identify them,
the Partnership expects to increase capital through operations.
Interest income on 80% of the Partnership's daily equity maintained in cash was
earned at the 30-day U.S. Treasury bill rate determined weekly by SSB based on
the average non-competitive yield on 3-month U.S. Treasury bills maturing in 30
days. Interest income for the three and six months ended June 30, 2000 decreased
by $318,971 and $545,904, respectively, as compared to the corresponding periods
in 1999.
Brokerage commissions are calculated on the Partnership's net asset
value as of the last day of each month and therefore, are affected by trading
performance, additions and redemptions. Accordingly, they must be compared in
relation to the fluctuations in the monthly net asset values. Brokerage
commissions and fees for the three and six months ended June 30, 2000 decreased
by $1,007,197 and $1,778,530, respectively, as compared to the corresponding
periods in 1999.
Management fees are calculated on the portion of the Partnership's net
asset value allocated to each Advisor at the end of the month and, therefore,
are affected by trading performance, additions and redemptions. Management fees
for the three and six months ended June 30, 2000 decreased by $257,184 and
$503,819, respectively, as compared to the corresponding periods in 1999.
Incentive fees are based on the new trading profits generated by each
Advisor as defined in the advisory agreements between the Partnership, the
General Partner and each Advisor. No incentive fees were earned for the three
and six months ended June 30, 2000. Trading performance for the three and six
months ended June 30, 1999 resulted in incentive fees of $768,058 and $907,092,
respectively.
10
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Item 3. Quantitative and Qualitative Disclosures of Market Risk
The Partnership is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
substantially all of the Partnership's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Partnership's main line of business.
Market movements result in frequent changes in the fair market value of
the Partnership's open positions and, consequently, in its earnings and cash
flow. The Partnership's market risk is influenced by a wide variety of factors,
including the level and volatility of interest rates, exchange rates, equity
price levels, the market value of financial instruments and contracts, the
diversification effects among the Partnership's open positions and the liquidity
of the markets in which it trades.
The Partnership rapidly acquires and liquidates both long and short
positions in a wide range of different markets. Consequently, it is not possible
to predict how a particular future market scenario will affect performance, and
the Partnership's past performance is not necessarily indicative of its future
results.
Value at Risk is a measure of the maximum amount which the Partnership
could reasonably be expected to lose in a given market sector. However, the
inherent uncertainty of the Partnership's speculative trading and the recurrence
in the markets traded by the Partnership of market movements far exceeding
expectations could result in actual trading or non-trading losses far beyond the
indicated Value at Risk or the Partnership's experience to date (i.e., "risk of
ruin"). In light of the foregoing as well as the risks and uncertainties
intrinsic to all future projections, the inclusion of the quantification
included in this section should not be considered to constitute any assurance or
representation that the Partnership's losses in any market sector will be
limited to Value at Risk or by the Partnership's attempts to manage its market
risk.
Exchange maintenance margin requirements have been used by the
Partnership as the measure of its Value at Risk. Maintenance margin requirements
are set by exchanges to equal or exceed the maximum losses reasonably expected
to be incurred in the fair value of any given contract in 95%-99% of any one-day
intervals. Maintenance margin has been used rather than the more generally
available initial margin, because initial margin includes a credit risk
component, which is not relevant to Value at Risk.
11
<PAGE>
The following table indicates the trading Value at Risk associated with
the Partnership's open positions by market category at June 30, 2000. All open
position trading risk exposures of the Partnership have been included in
calculating the figures set forth below. As of June 30, 2000, the Partnership's
total capitalization was $85,493,051. There has been no material change in the
trading Value at Risk information previously disclosed in the Form 10-K for the
year ended December 31, 1999.
June 30, 2000
(Unaudited)
<TABLE>
<CAPTION>
Year to Date
% of Total High Low
Market Sector Value at Risk Capitalization Value at Risk Value at Risk
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Currencies:
- Exchange Traded Contracts $ 480,391 0.56% $2,848,182 $ 480,391
- OTC Contracts 1,152,068 1.35% 2,855,526 1,152,068
Energy 2,228,300 2.61% 3,867,500 1,311,450
Grains 492,500 0.57% 1,362,550 325,200
Interest Rates U.S. 330,300 0.38% 2,045,100 330,300
Interest Rates Non-U.S. 1,873,544 2.19% 5,017,546 1,873,544
Livestock 222,750 0.26% 269,045 45,194
Metals 689,150 0.81% 1,847,100 689,150
Softs 495,550 0.58% 1,615,154 495,550
Indices 1,688,905 1.98% 2,659,715 1,240,264
----------- ------
Total $9,653,458 11.29%
========== ======
</TABLE>
12
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings -
For information concerning a suit filed by Harris Trust Savings Bank (as
trustee for the Ameritech Pension Trust) and others against Salomon Brothers
Inc., and Salomon Brothers Realty Corp., see the description that appears in the
second and third paragraphs under the caption "Legal Proceedings" of the Annual
Report on Form 10-K of the Partnership for the year ended December 31, 1999,
which description is included as Exhibit 99.1 to this Form 10-Q and incorporated
by reference herein, and in the first paragraph under the caption "Legal
Proceedings" of the Quarterly Report on Form 10-Q of the Partnership for the
quarterly period ended March 31, 2000, which description is included as Exhibit
99.2 to this Form 10-Q and incorporated by reference herein. On June 12, 2000,
the U.S. Supreme Court reversed the U.S. Court of Appeals for the Seventh
Circuit's judgment, which had overturned the denial of defendants' motion for
summary judgment and dismissed the sole remaining ERISA claim against Salomon
Smith Barney Holdings, Inc. ("SSBH"), and remanded the matter to the circuit
court for further proceedings.
13
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Exhibit 99.1
Second and third paragraphs under the caption "Legal Proceedings" beginning on
page 11 of the Annual Report on Form 10-K of SSBH for the year ended December
31, 1999 (File No. 1-4346).
In September 1992, Harris Trust and Savings Bank (as trustee for Ameritech
Pension Trust ("APT")), Ameritech Corporation, and an officer of Ameritech filed
suit against Salomon Brothers Inc. ("SBI") and Salomon Brothers Realty
Corporation ("SBRC") in the U.S. District Court for the Northern District of
Illinois (Harris Trust Savings Bank, not individually but solely as trustee for
the Ameritech Pension Trust, Ameritech Corporation and John A. Edwardson v.
Salomon Brothers Inc and Salomon Brothers Realty Corp.). The second amended
complaint alleges that three purchases by APT from defendants of participation
interests in net cash flow or resale proceeds of three portfolios of motels
owned by Motels of America, Inc. ("MOA"), as well as a fourth purchase by APT of
a similar participation interest in a portfolio of motels owned by Best Inns,
Inc. ("Best"), violated the Employee Retirement Income Security Act ("ERISA"),
and that APT's purchase of the participation interests in the third MOA
portfolio and in the Best portfolio violated the Racketeer Influenced and
Corrupt Organization Act ("RICO") and the Illinois Consumer Fraud and Deceptive
Practices Act ("Consumer Fraud Act"), and constituted fraud, negligent
misrepresentation, breach of contract and unjust enrichment. SBI had acquired
the participation interests when it purchased principal mortgage notes issued by
MOA and Best to finance purchases of motel portfolios; 95% of three of those
interests and 100% of the fourth were sold to APT for a total of approximately
$20.9 million. Plaintiffs' second amended complaint seeks judgment (a) on the
ERISA claims for the approximately $20.9 million purchase price, for rescission
and for disgorgement of profits, as well as other relief, and (b) on the RICO
and state law claims in the amount of $12.3 million, with damages trebled to $37
million on the RICO claims and punitive damages in excess of $37 million on
certain of the state law claims as well as other relief. Following motions by
defendants, the court dismissed the RICO, Consumer Fraud Act, fraud, negligent
misrepresentation, breach of contract, and unjust enrichment claims. The court
also found that defendants were not ERISA fiduciaries and dismissed two of the
three claims based on that allegation. Defendants moved for summary judgment on
plaintiffs' only remaining claim, which alleged an ERISA violation. The motion
was denied, and defendants appealed to the U.S. Court of Appeals for the Seventh
Circuit. In July 1999, the U.S. Court of Appeals for the Seventh Circuit
reversed the denial of defendants' motion for summary judgment and dismissed the
sole remaining ERISA claim against SSBH. Plaintiffs filed a petition for
certiorari with the U.S. Supreme Court seeking review of the decision of the
Court of Appeals. The petition was granted in January 2000.
Both the Department of Labor and the Internal Revenue Service have advised SBI
that they were or are reviewing the underlying transactions. With respect to the
Internal Revenue Service, SSBH, SBI and SBRC have consented to extensions of
time for the assessment of excise taxes that may be claimed with respect to the
transactions for the years 1987, 1988 and 1989. In August 1996, the IRS sent
SSBH, SBI and SBRC what appeared to be draft "30-day letters" with respect to
the transactions and SSBH, SBI and SBRC were given an opportunity to comment on
whether the IRS should issue 30-day letters, which would actually commence the
assessment process. In October 1996, SSBH, SBI and SBRC submitted a memorandum
setting forth reasons why the IRS should not issue such 30-day letters. Since
that time, the IRS has not issued such 30-day letters to SSBH, SBI or SBRC.
14
<PAGE>
Exhibit 99.2
First paragraph under the caption "Legal Proceedings" beginning on page 17 of
the Quarterly Report on Form 10-Q of SSBH for the quarterly period ended March
31, 2000 (File No.1-4346).
For information concerning a suit filed by Harris Trust Savings Bank
(as trustee for the Ameritech Pension Trust) and others against Salomon Brothers
Inc., and Salomon Brothers Realty Corp., see the description that appears in the
second and third paragraphs under the caption "Legal Proceedings" of the Annual
Report on Form 10-K of the Partnership for the year ended December 31, 1999,
which description is included as Exhibit 99.1 to this Form 10-Q and incorporated
by reference herein. In April 2000, the U.S. Supreme Court heard oral argument
on plaintiffs' petition to reverse the decision of the U.S. Court of Appeals for
the Seventh Circuit. The U.S. Supreme Court reserved its decision, and has not
yet released its opinion.
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. (a) Exhibits - None
(b) Reports on Form 8-K - None
15
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
SMITH BARNEY DIVERSIFIED FUTURES FUND L.P. II
By: Smith Barney Futures Management LLC
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 8/14/00
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: Smith Barney Futures Management LLC
(General Partner)
By: /s/ David J. Vogel, President
David J. Vogel, President
Date: 8/14/00
By: /s/ Daniel A. Dantuono
Daniel A. Dantuono
Chief Financial Officer and
Director
Date: 8/14/00
16
