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CUSIP NO. 23280Q105
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CYPRESSTREE SENIOR FLOATING RATE FUND, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
23280Q105
(CUSIP Number)
James C. Clifford
c/o Cypress Holding Company
125 High Street
Boston, MA 02110
Tel: 617-946-0600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 4, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box:
___________.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 23280Q105 Page 2
1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
James C. Clifford
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
----
(b)
----
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
-----------
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER 25,000 shares
8. SHARES VOTING POWER 0
9. SOLE DISPOSITIVE POWER 25,000 shares
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000 shares
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28%*
14. TYPE OF REPORTING PERSON IN
* As of May 4, 1998. See Item 5.
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SCHEDULE 13D Page 3
CUSIP NO. 23280Q105
ITEM 1. SECURITY AND ISSUER
Common Stock (par value $0.01 per share)
CypressTree Senior Floating Rate Fund, Inc.
125 High Street
Boston, Massachusetts 02110
The issuer is a closed-end management investment company registered under the
Investment Company Act of 1940, which commenced a continuous public offering of
its shares on March 31, 1998.
ITEM 2. IDENTITY AND BACKGROUND
a. James C. Clifford
b. c/o CypressTree Senior Floating Rate Fund, Inc.
125 High Street
Boston, Massachusetts 02110
c. Managing Director
Berkshire Partners
One Boston Place
Boston, MA 02108
d. During the last five years, the reporting person has not been
convicted in a criminal proceeding.
e. During the last five years, the reporting person has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he is or
was subject to a judgment, decree or final order enjoining
future violation of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
f. The reporting person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Personal funds in the amount of $250,000.
ITEM 4. PURPOSE OF TRANSACTION
The securities acquired were for investment purposes. Depending on
prevailing market and other conditions, from time to time, the reporting person
may purchase additional securities of the issuer or dispose of all or a portion
of his securities of the issuer. Except as indicated above, at the present time
the reporting person has no plan or proposal that relates to or would result in:
(a) the acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
dividend policy of the issuer; (f) any other material change in the issuer's
business or corporate structure, including but not limited to, if the issuer is
a registered closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by Section 13 of
the Investment Company Act of 1940; (g) changes in the issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person; (h) causing a class of
securities of the issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
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SCHEDULE 13D Page 4
CUSIP NO. 23280Q105
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The reporting person owns 25,000 shares of the common stock of the
issuer and has sole power to vote and sole power to dispose of these shares.
These shares were acquired by the reporting person on May 4, 1998 at a purchase
price of $10 per share, which shares on that date represented approximately 28%
of the shares of the issuer issued and outstanding. The shares were purchased
from the issuer in a continuous public offering that commenced on March 31,
1998. As a result of the issuer's subsequent issuance of additional securities,
the reporting person owns approximately 7% of the common stock of the issuer
issued and outstanding as of July 6, 1998.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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Date James C. Clifford
