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 DIVERSIFIED FUTURES FUND LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Certificate of Limited
Partnership)
Delaware 13-3461507
- --------------------------------------------------------------------------------
(State of organization) (IRS Employer Identification No.)
c/oDemeter Management Corporation
Two World Trade Center, 62nd Floor, New York, New York 10048
- --------------------------------------------------------------------------------
(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
None Not Applicable
- --------------------- -----------------------------
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
[Added in Release No. 34-34922 (P. 85,450), effective December 7, 1994, 59
F.R. 55342; amended in Release No. 34-38850 (P. 85,953), July 18, 1997,
effective September 2, 1997, 62 F.R. 39755.]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ X ]
[Added in Release No. 34-34922 (P. 85,450), effective December 7, 1994, 59
F.R. 55342; amended in Release No. 34-38850 (P. 85,953), July 18, 1997,
effective September 2, 1997, 62 F.R. 39755.]
Securities Act registration statement file number to which this form
relates:
........................ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
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 250,000 Units of Limited Partnership Interest, which was
filed with the Securities and Exchange Commission (the "Commission") on August
10, 1995 (SEC File No. 33-95624), which incorporated by reference Registrant's
Registration Statement on Form S-1 (including all exhibits thereto registering
75,000 Units of Limited Partnership Interest, which was filed with the
Commission on June 29, 1995 (SEC File No. 33-90360).
Item (a) is 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 62 of
the Registrant's Prospectus dated June 30, 1995 (the "Prospectus");
and Section 8(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 "Redemption's" beginning on page 60 of the Prospectus;
and Section 11(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 62 and 63, respectively, of
the Prospectus; and Section 17 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
Agreement - Nature of the Partnership" on page 61 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 62 of the Prospectus; and Section 17 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 61
of the Prospectus; and Section 8(g) 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 63 of the
Prospectus; and Section 11(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 11(a) and
17(c) of the Limited Partnership Agreements.
Paragraphs (a)(1)(ii), (iii), (vi), (xi), (a)(3), (a)(4), (b), (c), (e) (f)
and (g) of Item 202 are not applicable.
Item 2. Exhibits.
Reference is hereby made to:
(a) The Registrant's Prospectus filed with the Commission pursuant to Rule
424(b)(3) on August 11, 1995.
(b) The Registrant's Prospectus filed with the Commission pursuant to Rule
424(b)(3) on June 30, 1995. Included as Exhibit A to the Prospectus is the
Limited Partnership Agreement.
Items (a) and (b) are hereby incorporated herein by reference.
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 7 of the Limited Partnership Agreement; and "Acceptance
of the Limited Partnership Agreement" in the form of Subscription and Exchange
Agreement and Power of Attorney on page B-6 of the Prospectus.
<PAGE>
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 DIVERSIFIED FUTURES
FUND LIMITED PARTNERSHIP
By: DEMETER MANAGEMENT CORPORATION
General Partner
By: /s/ Mark J. Hawley
-------------------
Mark J. Hawley
President
Dated: December 31, 1997
