8-K 1 l20885ae8vk.txt IDS MANAGED FUTURES, II L.P. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 31, 2006 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) IDS Managed Futures, II L.P. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 000-17443 06-1207252 ------------------------------------------------------------------------------ (STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 550 W. Jackson Blvd., Chicago, IL 60661 ------------------------------------------------------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (312) 788-2000 ----------------------------- 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):

~~UNITED~~[ ~~STATES SECURITIES~~] ~~AND~~Written ~~EXCHANGE~~communications ~~COMMISSION~~pursuant to Rule 425 under 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 PRINCIPAL OFFICERS Effective June 9, 2006, Mr. Eric E. Simonsen resigned from his position as Chief Financial Officer of Refco Commodity Management, Inc., ("RCMI"), co-general partner of IDS Managed Futures, II L.P. (the "Registrant"). Also effective June 9, 2006, Mr. Robert Shapiro, age 56, was appointed to replace Mr. Simonsen as Chief Financial Officer of RCMI. From 2005-2006, Mr. Shapiro was employed as Chief Investment Officer of National Investment Managers Inc. Previously, Mr. Shapiro served as Executive Vice President of American Benefit Resources Inc. (2001-2005) and President of ABR Advisors, Inc. (2002-2005). Mr. Shapiro is not related in any way to any officer, employee or director of RCMI or any of its affiliates, and is not involved in any related party transactions with RCMI or any of its affiliates. ITEM 8.01. OTHER EVENTS. LITIGATION NAMING CO-GENERAL PARTNERS AS DEFENDANTS. On June 1, 2006 Gary L. Franzen, as Trustee of the Gary L. Franzen Declaration of Trust, individually and on behalf of all persons similarly situated filed a lawsuit in the United States District Court, Northern District of Illinois, Eastern Division, naming IDS Futures Corporation, co-general partner of the Registrant and RCMI as Defendants. The lawsuit seeks class certification pursuant to Federal Rule of Civil Procedure 23 and includes a count for breach of fiduciary duty and a count for negligence against named Defendants relating to alleged losses incurred by investors in the Registrant and in two other public funds JWH Global Trust, for which RCMI is the managing owner, and IDS Managed Futures L.P., for which RCMI and IDS Futures Corp. are co-general partners. The Registrant is neither a named plaintiff (nor putative class member) nor defendant and the lawsuit is not seeking any damages or recoveries from the Registrant. The Registrant would not receive any monies if the Plaintiff were successful in his lawsuit against the Defendants. The Defendants have not answered and no other motions or pleadings have been filed in connection with the lawsuit. However, the Defendants have advised the Registrant that they will vigorously defend the lawsuit. SIGNATURES 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. IDS MANAGED FUTURES, II L.P. By: Refco Commodity Management, Inc. -------------------------------- its co-General Partner Date: June 15, 2006 By: /s/ Richard C. Butt --------------------- Name: Richard C. Butt Title: President

Washington, D.C. 20549

FORM 8 - K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 13, 2005

Date of Report (Date of earliest event reported)

IDS Managed Futures II, L.P.

(Exact name of registrant as specified in its charter)

Delaware	000-17443	06-1207252
(State or other jurisdiction Of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
550 W. Jackson Blvd. Suite 1300 Chicago, IL 60661
(Address of principal executive offices) (Zip Code)
(312) 788-2000
(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

Moratorium on Operations of Fund’s Foreign Currency Broker

On October 13, 2005, Refco Inc., the ultimate parent of Refco Commodity Management, Inc., one of the general partners of IDS Managed Futures II, L.P. (the “Fund”), announced that the liquidity within Refco Capital Markets, Ltd., the Fund’s foreign currency broker (the “Foreign Currency Broker”), was no longer sufficient to continue operations and that it had imposed a 15 day moratorium on all activities of the Foreign Currency Broker to protect the value of that enterprise. Attached as Exhibit 99.1 to this Form 8-K, and incorporated herein by reference, is a Notice to Investors discussing these events that was distributed by the Fund on October 18, 2005.

Refco, Inc. and certain of its subsidiaries, including the Foreign Currency Broker, have filed for bankruptcy protection. Attached as Exhibit 99.2 to this Form 8-K, and incorporated herein by reference, is a Notice to Investors dated October 18, 2005 discussing this event that was distributed by the Fund on October 18, 2005.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Notice to Investors.

99.2 Notice to Investors dated October 18, 2005.

This Current Report on Form 8-K, including the documents incorporated by reference herein, contains forward-looking statements within the meaning of Section 21A of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of the 1995. In this Current Report on Form 8-K, including the documents incorporated by reference herein, all statements other than statements of historical fact are forward looking statements that involve risks and uncertainties and actual results could differ. These forward-looking statements are based on assumptions that we have made in light of our experience and on our perceptions of historical events, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. Although we believe that these forward-looking statements have a reasonable basis, you should be aware that numerous factors, including the outcome of Refco Inc.’s Audit Committee’s investigation; its ability to obtain financing arrangement or alternatives; changes in domestic and international market conditions; competition; its ability to attract and retain customers; its relationships with introducing brokers; retention of its management team; its ability to manage its growth or integrate future acquisitions,

its exposure to significant credit risks with respect to its customers, international operations and exchange membership requirements, the effectiveness of compliance and risk management methods, potential litigation or investigations, employee or introducing broker misconduct or errors, reputational harm, and changes in capital requirements, could cause actual results to differ materially from our expectations. Because of these factors, we caution that you should no place undue reliance on any of our forward-looking statements. Further, any forward looking statement speaks only as of today. It is impossible for us to predict how new events or developments may affect us. We disclaim any intention or obligation to update or revise any forward-looking statements, either to reflect new information or developments or for any other reason

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.

		IDS Managed Futures II, L.P.
		(Registrant)
		/s/ Richard C. Butt
		Name: Richard C. Butt
		Title: President of Refco Commodity
Date:	October 18, 2005	Management, Inc., one of the General
		Partners of the Registrant

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