8-K 1 fm8k-100109ref2.txt FORM 8-K FILING - DWS RREEF REAL ESTATE FUND II, INC. 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 Date of Report (Date of earliest event reported): October 1, 2009 (October 1, 2009) DWS RREEF REAL ESTATE FUND II, INC. ----------------------------------- (Exact name of Registrant as specified in its charter) Maryland -------- (State or other jurisdiction of incorporation) 811-21340 20-0061651 --------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 345 Park Avenue New York, New York 10154 (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (212) 454-7190 (Former name or former address, if changed since last report.) Not Applicable 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 Rule13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 5 - Corporate Governance and Management Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On October 1, 2009, the Board of Directors of DWS RREEF Real Estate Fund II, Inc. (the "Fund") adopted an amendment to the bylaws of the Fund (the "Amendment"). The Amendment clarifies that the Fund has opted out of the Maryland Control Share Acquisition Act. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Section 7 - Regulation FD Disclosure Item 7.01. Regulation FD Disclosure On October 1, 2009, the Fund announced via press release that it has opted out of the Maryland Control Share Acquisition Act and that its Rights Agreement dated August 18, 2009 will terminate effective October 1, 2009. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the press release, which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (d) Exhibits 99.1 By-law amendment dated October 1, 2009. 99.2 Press release issued by DWS RREEF Real Estate Fund II, Inc. on October 1, 2009. 11 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. DWS RREEF REAL ESTATE FUND II,INC. Date: October 1, 2009 By: /s/ Rita Rubin ----------------------- Rita Rubin Assistant Secretary

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

Date of Report (Date of earliest event reported): July 15, 2009 (July 15, 2009)

DWS RREEF REAL ESTATE FUND II, INC.

(Exact name of Registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

811-21340 20-0061651

(Commission File Number) (I.R.S. Employer Identification No.)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices, zip code)

Registrant's telephone number, including area code: (212) 454-7190

(Former name or former address, if changed since last report.)

Not Applicable

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 Rule13e-4(c) under the

Exchange Act (17 CFR 240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 15, 2009, the Board of Directors of DWS RREEF Real Estate Fund II, Inc. (the "Fund") adopted an amendment to the bylaws of the Fund (the "Amendment"). The Amendment clarifies the application of the advance notice provision which sets forth the time within which stockholders must submit nominations and other business to be properly brought before the Fund’s annual meetings.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Amendment to the Bylaws of DWS RREEF Real Estate Fund II, Inc. approved July 15, 2009.

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.

DWS RREEF REAL ESTATE FUND II,INC.

Date: July 15, 2009

By: /s/ Rita Rubin

-----------------------

Rita Rubin

Assistant Secretary

Filing Compare · DWS RREEF REAL ESTATE FUND II, INC.