MassMutual
Corporate Investors
Report for the
Three Months Ended March 31, 2009
[LOGO]
ADVISER
Babson Capital Management LLC
1500 Main Street, P.O. 15189
Springfield, Massachusetts 01115-5189
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
Boston, Massachusetts 02110
COUNSEL TO THE TRUST
Ropes & Gray LLP
Boston, Massachusetts 02110
CUSTODIAN
Citibank, N.A.
New York, New York 10043
TRANSFER AGENT & REGISTRAR
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
1-800-647-7374
INTERNET WEBSITE
www.babsoncapital.com/mci
MassMutual Corporate Investors
c/o Babson Capital Management LLC
[LOGO] 1500 Main Street, Suite 2200
Springfield, Massachusetts 01115
(413) 226-1516
--------------------------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICY
MassMutual Corporate Investors (the "Trust") is a closed-end management
investment company, first offered to the public in 1971, whose shares are traded
on the New York Stock Exchange under the trading symbol "MCI". The Trust's share
price can be found in the financial section of most newspapers as "MassCp" or
"MassMuInv" under either the New York Stock Exchange listings or Closed-End Fund
Listings.
The Trust's investment objective is to maintain a portfolio of securities
providing a fixed yield and at the same time offering an opportunity for capital
gains. The Trust's principal investments are privately placed, below-investment
grade, long-term debt obligations with equity features such as common stock,
warrants, conversion rights, or other equity features and, occasionally,
preferred stocks. The Trust typically purchases these investments, which are not
publicly tradable, directly from their issuers in private placement
transactions. These investments are typically mezzanine debt instruments with
accompanying private equity securities made to small or middle market companies.
In addition, the Trust may temporarily invest, subject to certain limitations,
in marketable investment grade debt securities, other marketable debt securities
(including high yield securities) and marketable common stocks. Below-investment
grade or high yield securities have predominantly speculative characteristics
with respect to the capacity of the issuer to pay interest and repay principal.
Babson Capital Management LLC ("Babson Capital") manages the Trust on a total
return basis. The Trust distributes substantially all of its net income to
shareholders each year. Accordingly, the Trust pays dividends to shareholders in
January, May, August, and November. The Trust pays dividends to its shareholders
in cash, unless the shareholder elects to participate in the Dividend
Reinvestment and Share Purchase Plan.
FORM N-Q
The Trust files its complete schedule of portfolio holdings with the U.S.
Securities and Exchange Commission ("SEC") for the first and third quarters of
each fiscal year on Form N-Q. This information is available (i) on the SEC's
website at http://www.sec.gov; and (ii) at the SEC's Public Reference Room in
Washington, DC (which information on their operation may be obtained by calling
1-800-SEC-0330). A complete schedule of portfolio holdings as of each
quarter-end is available upon request by calling, toll-free, 866-399-1516.
PROXY VOTING POLICIES & PROCEDURES; PROXY VOTING RECORD
The Trustees of the Trust have delegated proxy voting responsibilities relating
to the voting of securities held by the Trust to Babson Capital. A description
of Babson Capital's proxy voting policies and procedures is available (1)
without charge, upon request, by calling, toll-free 866-399-1516; (2) on the
Trust's website: http://www.babsoncapital.com/mci; and (3) on the SEC's website
at http://www.sec.gov. Information regarding how the Trust voted proxies
relating to portfolio securities during the most recent 12-month period ended
June 30 is available (1) on the Trust's website: http://
www.babsoncapital.com/mci; and (2) on the SEC's website at http://www.sec.gov.
MCI
Listed
NYSE
MassMutual Corporate Investors
TO OUR SHAREHOLDERS
April 30, 2009
We are pleased to present the March 31, 2009 Quarterly Report of MassMutual
Corporate Investors (the "Trust"). At the Trust's Quarterly Board of Trustees
Meeting, which was held on January 23, 2009, the Trustees announced that Roger
W. Crandall had stepped down as Trustee and Chairman of the Board of Trustees as
a result of his new position as President and Chief Operating Officer of
Massachusetts Mutual Life Insurance Company ("MassMutual"). Subsequently,
Clifford M. Noreen, former President of the Trust, was appointed as a Trustee
and elected to succeed Mr. Crandall as Chairman of the Board of Trustees. Mr.
Noreen is considered an "Interested Person" of the Trust as defined by the
Investment Company Act of 1940. Mr. Noreen currently serves as President of
Babson Capital Management LLC ("Babson"), the Trust's investment advisor.
The Board of Trustees elected me to succeed Mr. Noreen as President of the Trust
at their January 23, 2009 meeting. I was previously a Vice President of the
Trust, and am currently the co-head of the Mezzanine & Private Equity Group at
Babson, where I jointly oversee all of the group's activities. I have been with
Babson and its predecessor organization since 1988. I look forward to serving as
President of the Trust.
The Board of Trustees declared a quarterly dividend of 54 cents per share,
payable on May 18, 2009 to shareholders of record on May 4, 2009. The Trust had
paid a 54 cent per share dividend for the preceding quarter.
U.S. equity markets, as approximated by the Russell 2000 Index, decreased 14.95%
for the quarter. U.S. fixed income markets, as approximated by the Barclays
Capital U.S. Corporate High Yield Index increased 5.98% for the quarter.
The ongoing turmoil in the financial markets continues to have an adverse effect
on middle market buyout activity. Leveraged loan volume in the first quarter of
2009 was as low as it has been in recorded history. With senior lending capacity
so limited, our deal flow has been sluggish. During the quarter, we closed on
one new investment and have a few transactions that are nearing completion.
Beyond that, however, our transaction backlog is very low and we do not expect a
significant pickup in investment activity for the foreseeable future. On the
positive side, the few transactions we have completed or are about to complete
have been more conservatively structured and attractively priced than has been
the market norm for the past few years. We continue to spend considerable time
working with our portfolio companies as the current economic conditions and the
difficult banking environment negatively impact the ability of some of our
borrowers to pay their obligations.
During the quarter, the Trust made a private placement investment in one new
issuer totaling approximately $2.6 million. The new issuer was Sencore Holding
Company. (A brief description of this investment can be found in the
Consolidated Schedule of Investments.)
During the quarter ended March 31, 2009, net assets of the Trust decreased to
$200,245,499 or $21.49 per share compared to $208,143,519 or $22.33 per share on
December 31, 2008, which translates into a -3.76% total return for the quarter,
based on the change in the Trust's net assets assuming the reinvestment of all
dividends. Long term, the Trust returned -12.98%, 1.66%, 9.41%, and 10.09% for
the 1-, 3-, 5- and 10-year time periods, respectively, based on the change in
the Trust's net assets assuming the reinvestment of all dividends. The Trust
earned 57 cents per share of net investment income for the quarter, compared to
56 cents per share in the previous quarter.
During the quarter ended March 31, 2009, the market price of the Trust decreased
11.7% from $19.25 per share to $16.99 per share. The Trust's market price of
$16.99 per share equates to a 20.9% discount to the March 31, 2009 net asset
value per share. The Trust's average quarter-end premium for the 3, 5 and
10-year periods was 14.5%, 10.9% and 6.3%, respectively.
Thank you for your continued interest in and support of MassMutual Corporate
Investors.
Sincerely,
/s/ Michael L. Klofas
Michael L. Klofas
President
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PORTFOLIO COMPOSITION AS OF 3/31/09 *
[PIE CHART APPEARS HERE]
PRIVATE / 144A HIGH PUBLIC HIGH YIELD
YIELD DEBT DEBT
65.9% 17.5%
PRIVATE / RESTRICTED PUBLIC EQUITY
EQUITY 0.8%
14.4%
CASH & SHORT TERM
INVESTMENTS
1.4%
* Based on market value of total investments (including cash)
Cautionary Notice: Certain statements contained in this report may be "forward
looking" statements. Investors are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date on which they are
made and which reflect management's current estimates, projections, expectations
or beliefs, and which are subject to risks and uncertainties that may cause
actual results to differ materially. These statements are subject to change at
any time based upon economic, market or other conditions and may not be relied
upon as investment advice or an indication of the Trust's trading intent.
References to specific securities are not recommendations of such securities,
and may not be representative of the Trust's current or future investments. We
undertake no obligation to publicly update forward looking statements, whether
as a result of new information, future events, or otherwise.
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1
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 2009
(UNAUDITED)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost - $215,762,946) $ 179,748,959
Corporate public securities at market value
(Cost - $61,249,346) 40,931,627
Short-term securities at amortized cost 1,999,750
-------------
222,680,336
Cash 1,105,040
Interest and dividends receivable 6,474,748
Receivable for investments sold 660,140
Prepaid taxes 317,000
Other assets 18,974
-------------
TOTAL ASSETS 231,256,238
-------------
LIABILITIES:
Investment advisory fee payable 625,767
Note payable 30,000,000
Interest payable 202,105
Accrued expenses 130,330
Other payables 52,537
-------------
TOTAL LIABILITIES 31,010,739
-------------
TOTAL NET ASSETS $ 200,245,499
=============
NET ASSETS:
Common shares, par value $1.00 per share; an unlimited
number authorized $ 9,319,509
Additional paid-in capital 112,902,899
Retained net realized gain on investments, prior years 127,688,004
Undistributed net investment income 8,513,773
Accumulated net realized loss on investments (1,846,980)
Net unrealized depreciation of investments (56,331,706)
-------------
TOTAL NET ASSETS $ 200,245,499
=============
COMMON SHARES ISSUED AND OUTSTANDING 9,319,509
=============
NET ASSET VALUE PER SHARE $ 21.49
=============
See Notes to Consolidated Financial Statements
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2
CONSOLIDATED STATEMENT OF OPERATIONS MassMutual Corporate Investors
FOR THE THREE MONTHS ENDED MARCH 31, 2009
(UNAUDITED)
INVESTMENT INCOME:
Interest $ 6,487,765
Dividends 12,574
Other 163
-------------
TOTAL INVESTMENT INCOME 6,500,502
-------------
EXPENSES:
Investment advisory fee 625,767
Interest 396,000
Trustees' fees and expenses 45,500
Professional fees 42,000
Reports to shareholders 30,000
Custodian fees 7,500
Transfer agent/registrar's expenses 6,000
Other 8,794
-------------
TOTAL EXPENSES 1,161,561
-------------
INVESTMENT INCOME - NET 5,338,941
-------------
NET REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
Net realized loss on investments before taxes (108,233)
Income tax expense (810)
-------------
Net realized loss on investments after taxes (109,043)
Net change in unrealized depreciation of investments (13,127,918)
-------------
NET LOSS ON INVESTMENTS (13,236,961)
-------------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (7,898,020)
=============
See Notes to Consolidated Financial Statements
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3
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2009
(UNAUDITED)
NET DECREASE IN CASH:
Cash flows from operating activities:
Purchases/Proceeds/Maturities from short-term portfolio
securities, net $ 4,243,703
Purchases of portfolio securities (9,142,437)
Proceeds from disposition of portfolio securities 6,377,450
Interest, dividends, and other received 3,355,302
Interest expense paid (396,000)
Operating expenses paid (603,145)
Income taxes paid (333,810)
-------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 3,501,063
-------------
Cash flows from financing activities:
Cash dividends paid from net investment income (5,032,535)
-------------
NET CASH USED FOR FINANCING ACTIVITIES (5,032,535)
-------------
NET DECREASE IN CASH (1,531,472)
Cash - beginning of year 2,636,512
-------------
CASH - END OF PERIOD $ 1,105,040
=============
RECONCILIATION OF NET DECREASE IN NET ASSETS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (7,898,020)
-------------
Decrease in investments 15,110,877
Increase in interest and dividends receivable (3,027,255)
Increase in receivable for investments sold (474,723)
Increase in prepaid taxes (67,000)
Increase in other assets (18,974)
Decrease in payable for investments purchased (3,578)
Decrease in investment advisory fee payable (24,681)
Decrease in accrued expenses (42,766)
Decrease in accrued taxes payable (16,000)
Decrease in other payables (36,817)
-------------
TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS 11,399,083
-------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 3,501,063
=============
See Notes to Consolidated Financial Statements
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4
CONSOLIDATED STATEMENTS MassMutual Corporate Investors
OF CHANGES IN NET ASSETS
For the three
months ended For the
03/31/09 year ended
(Unaudited) 12/31/08
------------- -------------
DECREASE IN NET ASSETS:
Operations:
Investment income - net $ 5,338,941 $ 21,472,294
Net realized loss on investments (109,043) (2,459,420)
Net change in unrealized depreciation of investments (13,127,918) (44,140,369)
------------- --------------
Net decrease in net assets resulting from operations (7,898,020) (25,127,495)
Increase from common shares issued on reinvestment of dividends
Common shares issued (2008 - 81,890) -- 2,186,860
Dividends to shareholders from:
Net investment income (2008 - $2.16 per share) -- (20,078,868)
------------- --------------
TOTAL DECREASE IN NET ASSETS (7,898,020) (43,019,503)
NET ASSETS, BEGINNING OF YEAR 208,143,519 251,163,022
------------- --------------
NET ASSETS, END OF PERIOD/YEAR (including undistributed net investment
income of $8,513,773 and $3,174,832 respectively) $ 200,245,499 $ 208,143,519
============= ==============
See Notes to Consolidated Financial Statements
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5
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF BENEFICIAL INTEREST OUTSTANDING:
For the
three months
ended For the years ended December 31,
3/31/2009 -----------------------------------------------------------------
(Unaudited) 2008 2007 2006 2005 2004
--------- --------- --------- --------- --------- ---------
Net asset value:
Beginning of year $ 22.33 $ 27.19 $ 27.51 $ 26.06 $ 24.34 $ 21.84
--------- --------- --------- --------- --------- ---------
Net investment income(a) 0.57 2.31 2.56 2.27 2.03 2.00
Net realized and unrealized
gain (loss) on investments (1.41) (5.02) (0.35) 1.62 1.96(b) 2.64
--------- --------- --------- --------- --------- ---------
Total from investment operations (0.84) (2.71) 2.21 3.89 3.99 4.64
--------- --------- --------- --------- --------- ---------
Dividends from net investment
income to common shareholders -- (2.16) (2.57) (2.47) (2.11) (2.16)
Dividends from net realized gain
on investments to common shareholders -- -- -- (0.01) (0.18) --
Increase from dividends reinvested -- 0.01 0.04 0.04 0.02 0.02
--------- --------- --------- --------- --------- ---------
Total dividends -- (2.15) (2.53) (2.44) (2.27) (2.14)
--------- --------- --------- --------- --------- ---------
Net asset value: End of period/year $ 21.49 $ 22.33 $ 27.19 $ 27.51 $ 26.06 $ 24.34
--------- --------- --------- --------- --------- ---------
Per share market value:
End of period/year $ 16.99 $ 19.25 $ 30.20 $ 34.89 $ 30.05 $ 28.50
========= ========= ========= ========= ========= =========
Total investment return
Net asset value(c) (3.76%) (10.34%) 8.72% 18.06% 20.04% 22.76%
Market value (11.74%) (30.44%) (8.78%) 29.04% 16.95% 36.10%
Net assets (in millions):
End of period/year $ 200.25 $ 208.14 $ 251.16 $ 251.69 $ 236.28 $ 218.51
Ratio of operating expenses
to average net assets 1.50%(d) 1.49% 1.55% 1.43% 1.78% 1.93%
Ratio of interest expense
to average net assets 0.78%(d) 0.67% 0.59% 0.60% 0.73% 0.77%
Ratio of income tax expense
to average net assets(e) 0.00%(d) 0.00% 0.35% 2.46% 2.84% 0.69%
Ratio of total expenses before custodian fee
reduction to average net assets(e) 2.28%(d) 2.16% 2.49% 4.53% 5.36% 3.39%
Ratio of net expenses after custodian fee
reduction to average net assets(e) 2.28%(d) 2.16% 2.49% 4.49% 5.35% 3.39%
Ratio of net investment income
to average net assets 10.47%(d) 9.01% 9.17% 8.19% 7.98% 8.68%
Portfolio turnover 3% 32% 44% 35% 35% 53%
(a) Calculated using average shares.
(b) Amount includes $0.19 per share in litigation proceeds.
(c) Net asset value return represents portfolio returns based on change in the Trust's net asset value assuming the reinvestment of
all dividends and distributions which differs from the total investment return based on the Trust's market value due to the
difference between the Trust's net asset value and the market value of its shares outstanding; past performance is no guarantee
of future results.
(d) Annualized.
(e) As additional information, this ratio is included to reflect the taxes paid on retained long-term gains. These taxes paid are
netted against realized capital gains in the Statement of Operations. The taxes paid are treated as deemed distributions and a
credit for the taxes paid is passed on to the shareholders.
Senior borrowings:
Total principal amount (in millions) $ 30 $ 30 $ 30 $ 20 $ 20 $ 29
Asset coverage per $1,000
of indebtedness $ 7,675 $ 7,938 $ 9,372 $ 13,584 $ 12,814 $ 8,535
See Notes to Consolidated Financial Statements
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6
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES - 89.76%:(A) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
PRIVATE PLACEMENT INVESTMENTS - 85.97%
A H C HOLDING COMPANY, INC.
A designer and manufacturer of boilers and water heaters for the commercial sector.
15% Senior Subordinated Note due 2015 $ 2,422,966 11/21/07 $ 2,371,007 $ 2,251,383
Limited Partnership Interest (B) 23.16% int. 11/21/07 224,795 193,172
------------ ------------
2,595,802 2,444,555
------------ ------------
A S A P INDUSTRIES LLC
A designer and manufacturer of components used on oil and natural gas wells.
12.5% Senior Subordinated Note due 2015 $ 1,134,594 12/31/08 985,537 1,122,506
Limited Liability Company Unit Class A-2 (B) 1,276 uts. 12/31/08 140,406 133,386
Limited Liability Company Unit Class A-3 (B) 1,149 uts. 12/31/08 126,365 11
------------ ------------
1,252,308 1,255,903
------------ ------------
A T I ACQUISITION COMPANY
A for-profit post-secondary school serving students in Texas, Florida and Arizona.
12% Senior Subordinated Note due 2012 $ 2,125,000 04/08/04 2,125,000 2,125,000
Warrant, exercisable until 2012, to purchase
preferred stock at $.01 per share (B) 13 shs. 11/16/07 -- 21,142
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 2,323 shs. 04/08/04 -- 1,412,684
------------ ------------
2,125,000 3,558,826
------------ ------------
A W X HOLDINGS CORPORATION
A provider of aerial equipment rental, sales and repair services to non-residential construction and maintenance contractors
operating in the State of Indiana.
10.5% Senior Secured Term Note due 2014 $ 735,000 05/15/08 720,300 678,009
13% Senior Subordinated Note due 2015 $ 735,000 05/15/08 662,901 659,829
Common Stock (B) 105,000 shs. 05/15/08 105,000 84,000
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 36,923 shs. 05/15/08 62,395 369
------------ ------------
1,550,596 1,422,207
------------ ------------
ADVANCED TECHNOLOGIES HOLDINGS
A provider of factory maintence services to industrial companies.
15% Senior Subordinated Note due 2013 $ 2,118,357 12/27/07 2,074,985 2,038,980
Preferred Stock (B) 1,031 shs. 12/27/07 510,000 568,940
------------ ------------
2,584,985 2,607,920
------------ ------------
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7
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
AERO HOLDINGS, INC.
A provider of geospatial services to corporate and government clients.
10.5% Senior Secured Term Note due 2014 $ 1,627,500 03/09/07 $ 1,603,088 $ 1,591,207
14% Senior Subordinated Note due 2015 $ 1,260,000 03/09/07 1,142,821 1,223,659
Common Stock (B) 262,500 shs. 03/09/07 262,500 517,086
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 66,116 shs. 03/09/07 111,527 130,239
------------ ------------
3,119,936 3,462,191
------------ ------------
ALL CURRENT HOLDING COMPANY
A specialty re-seller of essential electrical parts and components primarily serving wholesale distributors.
12% Senior Subordinated Note due 2015 $ 1,140,317 09/26/08 1,039,164 1,065,587
Common Stock (B) 1,347 shs. 09/26/08 134,683 127,965
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 958 shs. 09/26/08 87,993 10
------------ ------------
1,261,840 1,193,562
------------ ------------
AMERICAN HOSPICE MANAGEMENT HOLDING LLC
A for-profit hospice care provider in the United States.
12% Senior Subordinated Note due 2013 $ 3,187,495 * 3,033,665 3,102,051
Preferred Class A Unit (B) 3,223 uts. ** 322,300 257,840
Preferred Class B Unit (B) 1,526 uts. 06/09/08 152,626 144,995
Common Class B Unit (B) 30,420 uts. 01/22/04 1 --
Common Class D Unit (B) 6,980 uts. 09/12/06 1 --
------------ ------------
3,508,593 3,504,886
------------ ------------
ARROW TRU-LINE HOLDINGS, INC.
A manufacturer of hardware for residential and commercial overhead garage doors in North America.
12% Senior Subordinated Note due 2012 $ 1,627,660 05/18/05 1,564,656 1,471,232
Common Stock (B) 497 shs. 05/18/05 497,340 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 130 shs. 05/18/05 112,128 --
------------ ------------
2,174,124 1,471,232
------------ ------------
BRAVO SPORTS HOLDING CORPORATION
A designer and marketer of niche branded consumer products including canopies, trampolines, in-line skates, skateboards, and
urethane wheels.
12.5% Senior Subordinated Note due 2014 $ 2,281,593 06/30/06 2,165,262 2,012,790
Preferred Stock Class A (B) 879 shs. 06/30/06 268,121 41,232
Common Stock (B) 1 sh. 06/30/06 286 --
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 309 shs. 06/30/06 92,102 14,491
------------ ------------
2,525,771 2,068,513
------------ ------------
* 01/22/04 and 06/09/08.
** 01/22/04 and 09/12/06.
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8
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
C D N T, INC.
A value-added converter and distributor of specialty pressure sensitive adhesives, foams, films, and foils.
10.5% Senior Secured Term Note due 2014 $ 750,872 08/07/08 $ 735,855 $ 679,561
12.5% Senior Subordinated Note due 2015 $ 750,872 08/07/08 681,929 650,797
Common Stock (B) 73,256 shs. 08/07/08 73,256 36,628
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 57,600 shs. 08/07/08 57,689 576
------------ ------------
1,548,729 1,367,562
------------ ------------
CAPITAL SPECIALTY PLASTICS, INC.
A producer of desiccant strips used for packaging pharmaceutical products.
Common Stock (B) 109 shs. * 503 279,466
------------ ------------
CLOUGH, HARBOUR AND ASSOCIATES
An engineering service firm that is located in Albany, NY.
12.25% Senior Subordinated Note due 2015 $ 2,400,000 12/02/08 2,225,100 2,351,312
Preferred Stock (B) 277 shs. 12/02/08 276,900 263,055
------------ ------------
2,502,000 2,614,367
------------ ------------
COEUR, INC.
A producer of proprietary, disposable power injection syringes.
12% Senior Subordinated Note due 2016 $ 1,214,286 10/10/08 1,098,929 1,147,163
Common Stock (B) 607 shs. 10/10/08 60,714 57,678
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 934 shs. 10/10/08 91,071 9
------------ ------------
1,250,714 1,204,850
------------ ------------
CONNECTICUT ELECTRIC, INC.
A supplier and distributor of electrical products sold into the retail and wholesale markets.
12% Senior Subordinated Note due 2014 $ 2,393,954 01/12/07 2,233,202 1,959,400
Limited Liability Company Unit Class A (B) 156,046 uts. 01/12/07 156,046 80,384
Limited Liability Company Unit Class C (B) 112,873 uts. 01/12/07 112,873 58,144
------------ ------------
2,502,121 2,097,928
------------ ------------
CONNOR SPORT COURT INTERNATIONAL, INC.
A designer and manufacturer of outdoor and indoor synthetic sports flooring and other temporary flooring products.
Preferred Stock Series B-2 (B) 17,152 shs. 07/05/07 700,392 1,715,247
Preferred Stock Series C (B) 8,986 shs. 07/05/07 300,168 642,470
Common Stock (B) 718 shs. 07/05/07 7 7
Limited Partnership Interest (B) 12.64% int. ** 189,586 --
------------ ------------
1,190,153 2,357,724
------------ ------------
* 12/30/97 and 05/29/99.
** 08/12/04 and 01/14/05.
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9
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
COREPHARMA LLC
A manufacturer of oral dose generic pharmaceuticals targeted at niche applications.
12% Senior Subordinated Note due 2013 $ 2,550,000 08/04/05 $ 2,454,200 $ 2,386,866
Warrant, exercisable until 2013, to purchase
common stock at $.001 per share (B) 20 shs. 08/04/05 137,166 147,425
------------ ------------
2,591,366 2,534,291
------------ ------------
CRANE RENTAL CORPORATION
A crane rental company.
13% Senior Subordinated Note due 2015 $ 2,295,000 08/21/08 2,065,184 2,204,056
Common Stock (B) 255,000 shs. 08/21/08 255,000 242,250
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 136,070 shs. 08/21/08 194,826 1,361
------------ ------------
2,515,010 2,447,667
------------ ------------
DAVIS-STANDARD LLC
A manufacturer, assembler, and installer of a broad range of capital equipment that is used in the extrusion, conversion, and
processing of plastic materials.
12% Senior Subordinated Note due 2014 $ 1,847,826 10/30/06 1,745,715 1,752,467
Limited Partnership Interest (B) 1.82% int. 10/30/06 702,174 1,280,261
Warrant, exercisable until 2014, to purchase
preferred stock at $.01 per share (B) 50 shs. 10/30/06 49,830 62,016
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 34 shs. 10/30/06 34,000 122,627
------------ ------------
2,531,719 3,217,371
------------ ------------
DIVERSCO, INC./DHI HOLDINGS, INC.
A contract provider of janitorial and equipment maintenance services and temporary production labor to industrial customers.
Membership Interests of MM/Lincap
Diversco Investments Ltd. LLC (B) 27.20% int. 08/27/98 734,090 --
Preferred Stock (B) 3,278 shs. 12/14/01 2,784,133 1,319,430
Warrant, exercisable until 2011, to purchase common
stock of DHI Holdings, Inc. at $.01 per share (B) 13,352 shs. * 403,427 --
------------ ------------
3,921,650 1,319,430
------------ ------------
DUNCAN SYSTEMS, INC.
A distributor of windshields and side glass for the recreational vehicle market.
10% Senior Secured Term Note due 2013 $ 540,000 11/01/06 531,900 499,133
13% Senior Subordinated Note due 2014 $ 855,000 11/01/06 775,731 766,378
Common Stock (B) 180,000 shs. 11/01/06 180,000 129,267
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 56,514 shs. 11/01/06 78,160 40,586
------------ ------------
1,565,791 1,435,364
------------ ------------
* 10/24/96 and 08/28/98.
--------------------------------------------------------------------------------------------------------------------------------
10
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
DWYER GROUP, INC.
A franchiser of a variety of home repair services.
Common Stock (B) 6,906 shs. * $ 690,600 $ 1,144,557
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 2,034 shs. 10/30/03 186,469 337,034
------------ ------------
877,069 1,481,591
------------ ------------
E S P HOLDCO, INC.
A manufacturer of power protection technology for commercial office equipment, primarily supplying the office equipment dealer
network.
14% Senior Subordinated Note due 2015 $ 2,275,313 01/08/08 2,233,677 2,075,147
Common Stock (B) 660 shs. 01/08/08 329,990 167,844
------------ ------------
2,563,667 2,242,991
------------ ------------
E X C ACQUISITION CORPORATION
A manufacturer of pre-filled syringes and pump systems used for intravenous drug delivery.
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 22 shs. 06/28/04 77,208 211,487
------------ ------------
ELECTRA BICYCLE COMPANY LLC
A designer and marketer of branded leisure bicycles.
Limited Liability Company Unit Series F 64,597 uts. 04/12/07 64,597 99,557
Limited Liability Company Unit Series G 4,990 uts. 04/12/07 4,990 7,691
------------ ------------
69,587 107,248
------------ ------------
EVANS CONSOLES, INC.
A designer and manufacturer of consoles and control center systems.
Common Stock (B) 90,000 shs. 05/06/04 6 1,271,148
------------ ------------
F C X HOLDINGS CORPORATION
A distributor of specialty/technical valves, actuators, accessories, and process instrumentation supplying a number of industrial,
high purity, and energy end markets in North America.
15% Senior Subordinated Note due 2015 $ 2,143,782 10/06/08 2,099,628 1,999,905
Preferred Stock (B) 4,341 shs. 10/06/08 434,074 412,395
Common Stock (B) 3,069 shs. 10/06/08 3,069 2,916
------------ ------------
2,536,771 2,415,216
------------ ------------
F H S HOLDINGS LLC
A national provider of customized disease management services to large self-insured employers.
12% Senior Subordinated Note due 2014 $ 2,390,625 06/01/06 2,252,674 1,792,969
Limited Liability Company Units of
Linden/FHS Holdings LLC (B) 159 uts. 06/01/06 159,362 --
Common Unit Class B (B) 1,386 uts. 06/01/06 122,361 --
------------ ------------
2,534,397 1,792,969
------------ ------------
* 10/30/03 and 01/02/04.
--------------------------------------------------------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
FLUTES, INC.
An independent manufacturer of micro fluted corrugated sheet material for the food and consumer products packaging industries.
10% Senior Secured Term Note due 2013 $ 918,385 04/13/06 $ 904,609 $ 688,789
14% Senior Subordinated Note due 2014 $ 555,059 04/13/06 507,310 --
Common Stock (B) 109,436 shs. 04/13/06 109,436 --
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 30,940 shs. 04/13/06 48,433 --
------------ ------------
1,569,788 688,789
------------ ------------
FOWLER HOLDING, INC.
A provider of site development services to residential homebuilders and developers in the Raleigh/Durham region of North Carolina.
12% Senior Subordinated Note due 2013 (D) $ 2,365,217 02/03/06 2,121,304 --
Common Stock (B) 185 shs. 02/03/06 184,783 --
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 254 shs. 02/03/06 208,435 --
------------ ------------
2,514,522 --
------------ ------------
FUEL SYSTEMS HOLDING CORPORATION
An independent North American supplier of fuel tanks for a wide variety of commercial vehicles.
12% Senior Subordinated Note due 2014 (D) $ 2,337,500 01/31/06 2,171,538 --
Preferred Stock (B) 31,718 shs. 06/12/08 31,718 --
Common Stock (B) 212,500 shs. 01/31/06 212,500 --
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 138,408 shs. 01/31/06 119,213 --
------------ ------------
2,534,969 --
------------ ------------
GOLDEN COUNTY FOODS HOLDING, INC.
A manufacturer of frozen appetizers and snacks.
12% Senior Subordinated Note due 2015 $ 1,912,500 11/01/07 1,727,592 1,530,000
16% PIK Note due 2015 $ 136,218 * 115,668 108,974
8% Series A Convertible Preferred Stock, convertible into
4.25% of the fully dilluted common shares (B) 146,658 shs. 11/01/07 146,658 --
------------ ------------
1,989,918 1,638,974
------------ ------------
GQ HOLDINGS LLC
A developer and distributor of tools, equipment, and supplies to the natural and engineered stone industry.
15% Senior Subordinated Note due 2015 (D) $ 2,351,779 06/27/08 2,285,664 --
Common Stock (B) 7,304 shs. 06/27/08 250,923 --
------------ ------------
2,536,587 --
------------ ------------
* 09/30/08, 12/31/08 and 03/31/09.
--------------------------------------------------------------------------------------------------------------------------------
12
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
H M HOLDING COMPANY
A designer, manufacturer, and importer of promotional and wood furniture.
12% Senior Subordinated Note due 2013 (D) $ 2,210,000 02/10/06 $ 2,048,925 $ --
Preferred Stock (B) 40 shs. * 40,476 --
Common Stock (B) 340 shs. 02/10/06 340,000 --
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 126 shs. 02/10/06 116,875 --
------------ ------------
2,546,276 --
------------ ------------
HIGHGATE CAPITAL LLC
An acquirer of controlling or substantial interests in manufacturing and marketing entities.
Series A Preferred Units (B) 1.19% int. 07/21/94 367,440 --
------------ ------------
HOME DECOR HOLDING COMPANY
A designer, manufacturer and marketer of framed art and wall decor products.
12.5% Senior Subordinated Note due 2012 $ 2,043,269 ** 1,919,526 1,901,403
Common Stock (B) 63 shs. ** 62,742 43,022
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 200 shs. ** 199,501 136,800
------------ ------------
2,181,769 2,081,225
------------ ------------
HOSPITALITY MINTS HOLDING COMPANY
A manufacturer of individually-wrapped imprinted promotional mints.
12% Senior Subordinated Note due 2016 $ 2,075,581 08/19/08 1,920,297 1,905,887
Common Stock (B) 474 shs. 08/19/08 474,419 450,699
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 123 shs. 08/19/08 113,773 1
------------ ------------
2,508,489 2,356,587
------------ ------------
INSURANCE CLAIMS MANAGEMENT, INC.
A third party administrator providing auto and property claim administration services for insurance companies.
Common Stock (B) 69 shs. 02/27/07 2,077 101,776
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 20 shs. 02/27/07 612 29,976
------------ ------------
2,689 131,752
------------ ------------
INTEGRATION TECHNOLOGY SYSTEMS, INC.
A manufacturer of steel protective computer and network systems for the industrial and office environments.
12% Senior Subordinated Note due on demand $ 43,943 03/01/04 1 --
Common Stock (B) 228 shs. 06/01/00 262,200 --
------------ ------------
262,201 --
------------ ------------
* 09/18/07 and 06/27/08.
** 06/30/04 and 08/19/04.
--------------------------------------------------------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
JASON, INC.
A diversified manufacturing company serving various industrial markets.
13% Senior Subordinated Note due 2010 $ 963,687 08/04/00 $ 932,547 $ 912,997
Limited Partnership Interest of
Saw Mill Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,479 23,311
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 4,681
------------ ------------
1,934,438 940,989
------------ ------------
JUSTRITE MANUFACTURING ACQUISITION CO.
A manufacturer of safety products such as storage cabinets and containers.
12% Senior Subordinated Note due 2011 $ 1,593,750 12/15/04 1,540,117 1,547,998
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 1,121 shs. 12/15/04 101,109 234,485
------------ ------------
1,641,226 1,782,483
------------ ------------
K H O F HOLDINGS, INC.
A manufacturer of premium disposable tableware products serving both the foodservice and consumer channels.
14% Senior Subordinated Note due 2014 $ 2,386,297 10/15/07 2,349,840 2,263,668
Common Stock (B) 220,673 shs. 10/15/07 220,673 149,082
------------ ------------
2,570,513 2,412,750
------------ ------------
K N B HOLDINGS CORPORATION
A designer, manufacturer and marketer of products for the custom framing market.
13.5% Senior Subordinated Note due 2013 $ 2,521,107 05/25/06 2,420,867 2,268,996
Common Stock (B) 134,210 shs. 05/25/06 134,210 27,458
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 82,357 shs. 05/25/06 71,534 16,850
------------ ------------
2,626,611 2,313,304
------------ ------------
K P I HOLDINGS, INC.
Pace Industries is the largest player in the U.S. non-automotive, non-ferrous die casting segment.
13% Senior Subordinated Note due 2014 $ 2,106,522 07/16/08 1,968,368 1,790,544
Common Stock (B) 443 shs. 07/15/08 443,478 332,610
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 96 shs. 07/16/08 96,024 1
------------ ------------
2,507,870 2,123,155
------------ ------------
K W P I HOLDINGS CORPORATION
A manufacturer and distributor of vinyl windows and patio doors throughout the northwestern United States.
12.75% Senior Subordinated Note due 2014 $ 2,326,701 03/14/07 2,149,843 1,861,361
Common Stock (B) 232 shs. 03/13/07 232,000 --
Warrant, exercisable until 2017, to purchase
common stock at $.01 per share (B) 167 shs. 03/14/07 162,260 --
------------ ------------
2,544,103 1,861,361
------------ ------------
--------------------------------------------------------------------------------------------------------------------------------
14
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
K-TEK HOLDING CORPORATION
A manufacturer of instrumentation for liquid and bulk solids level detection for process and storage tanks.
14% Senior Subordinated Note due 2015 $ 2,242,269 12/20/07 $ 2,200,317 $ 2,098,349
Preferred Stock (B) 363,260 shs. 12/20/07 363,260 350,461
Common Stock (B) 102,616 shs. 12/20/07 1,026 --
------------ ------------
2,564,603 2,448,810
------------ ------------
M V I HOLDING, INC.
A manufacturer of large precision machined metal components used in equipment which services a variety of industries, including the
oil & gas, mining, and defense markets.
13% Senior Subordinated Note due 2016 $ 1,220,974 09/12/08 1,130,660 1,153,865
Common Stock (B) 61 shs. 09/12/08 60,714 57,675
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 66 shs. 09/12/08 65,571 1
------------ ------------
1,256,945 1,211,541
------------ ------------
MAIL COMMUNICATIONS GROUP, INC.
A provider of mail processing and handling services, lettershop services, and commercial printing services.
12.5% Senior Subordinated Note due 2014 $ 975,000 05/04/07 912,469 921,962
Limited Liability Company Unit (B) 24,109 uts. * 314,464 378,292
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 3,375 shs. 05/04/07 43,031 52,957
------------ ------------
1,269,964 1,353,211
------------ ------------
MAVERICK ACQUISITION COMPANY
A manufacturer of capsules that cover the cork and neck of wine bottles.
8.26% Senior Secured Tranche A Note due 2010 (C) $ 322,013 09/03/04 322,013 317,086
12% Senior Secured Tranche B Note due 2011 $ 313,433 09/03/04 294,644 284,351
Limited Partnership Interest (B) 7.84% int. 09/03/04 58,769 16,028
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 425 shs. 09/03/04 39,473 11,581
------------ ------------
714,899 629,046
------------ ------------
MEDSYSTEMS HOLDINGS LLC
A manufacturer of enteral feeding products, such as feeding tubes and other products related to assisted feeding.
13% Senior Subordinated Note due 2015 $ 1,154,955 08/29/08 1,017,268 1,106,628
Preferred Unit (B) 126 uts. 08/29/08 125,519 119,244
Common Unit Class A (B) 1,268 uts. 08/29/08 1,268 1,205
Common Unit Class B (B) 472 uts. 08/29/08 120,064 5
------------ ------------
1,264,119 1,227,082
------------ ------------
* 05/04/07 and 01/02/08.
--------------------------------------------------------------------------------------------------------------------------------
15
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
MEGTEC HOLDINGS, INC.
A supplier of industrial and environmental products and services to a broad array of industries.
12% Senior Subordinated Note due 2016 $ 2,161,017 09/24/08 $ 1,981,274 $ 1,980,187
Preferred Stock (B) 107 shs. 09/24/08 103,255 1
Limited Partnership Interest (B) 388,983 int. 09/16/08 388,983 369,534
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 35 shs. 09/24/08 33,268 --
------------ ------------
2,506,780 2,349,722
------------ ------------
MICROGROUP, INC.
A manufacturer of precision parts and assemblies, and a value-added supplier of metal tubing and bars.
12% Senior Subordinated Note due 2013 $ 2,685,614 * 2,563,325 2,605,864
Common Stock (B) 450 shs. * 450,000 842,114
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 164 shs. * 162,974 306,866
------------ ------------
3,176,299 3,754,844
------------ ------------
MILWAUKEE GEAR COMPANY
A manufacturer of high-precision custom gears and gear drives used by original equipment manufacturers operating in a number of
industries.
13% Senior Subordinated Note due 2014 $ 2,353,846 07/21/08 2,218,036 2,236,039
Preferred Stock (B) 263 shs. 07/21/08 261,830 248,732
Common Stock (B) 18 shs. 07/21/08 20,000 19,000
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 10 shs. 07/21/08 11,285 --
------------ ------------
2,511,151 2,503,771
------------ ------------
MOMENTUM HOLDING CO.
A designer and supplier of upholstery fabric to commercial furniture manufacturers and architectural and design firms.
Limited Partnership Interest (B) 21.23% int. 08/04/06 106,153 248,450
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 1,107 shs. 08/04/06 107,109 258,980
------------ ------------
213,262 507,430
------------ ------------
MONESSEN HOLDING CORPORATION
A designer and manufacturer of a broad line of gas, wood, and electric hearth products and accessories.
14% Senior Subordinated Note due 2014 $ 2,550,000 07/25/08 2,394,356 2,295,000
14% PIK Note due 2014 $ 465,006 ** 418,505 418,505
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 152 shs. 03/31/06 138,125 --
------------ ------------
2,950,986 2,713,505
------------ ------------
* 08/12/05 and 09/11/06.
** 07/25/08, 09/30/08, 12/31/08 and 03/31/09.
--------------------------------------------------------------------------------------------------------------------------------
16
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
MORTON INDUSTRIAL GROUP, INC.
A manufacturer of highly engineered metal fabricated components.
12% Senior Subordinated Note due 2014 (D) $ 2,440,909 08/25/06 $ 2,242,151 $ 244,091
30% Convertable Preferred Stock (B) 77,993 shs. 07/28/08 37,227 --
Common Stock (B) 1 sh. 08/25/06 1 --
------------ ------------
2,279,379 244,091
------------ ------------
NABCO, INC.
A producer of explosive containment vessels in the United States.
14% Senior Subordinated Note due 2014 $ 815,419 02/24/06 697,081 407,710
Limited Liability Company Unit (B) 825 uts. * 825,410 --
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 129 shs. 02/24/06 37,188 --
------------ ------------
1,559,679 407,710
------------ ------------
NAVIS GLOBAL
A designer, manufacturer, seller and servicer of finishing machinery for the knit and woven segments of the global textile industry.
12% Senior Secured Term Note Series A due 2009 $ 168,540 11/14/08 168,540 168,151
14% Senior Subordinated Note due 2014 (D) $ 1,338,613 05/28/04 1,155,793 --
10.75% Senior Secured Note due 2011 (D) $ 609,206 05/28/04 607,397 152,302
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 203,912 shs. 05/28/04 130,789 --
------------ ------------
2,062,519 320,453
------------ ------------
NESCO HOLDINGS CORPORATION
A sales and leasing company that provides equipment to the electric utility, telecommunications, and various other industries.
12% Senior Secured Subordinated Note due 2015 $ 2,125,000 08/02/07 1,888,243 2,074,028
Common Stock (B) 425,000 shs. 08/02/07 425,000 588,336
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 119,360 shs. 08/02/07 194,257 165,233
------------ ------------
2,507,500 2,827,597
------------ ------------
NETSHAPE TECHNOLOGIES, INC.
A manufacturer of powder metal and metal injection molded precision components used in industrial, consumer, and other applications.
12% Senior Subordinated Note due 2014 $ 1,530,000 02/02/07 1,408,570 1,279,486
Limited Partnership Interest of
Saw Mill PCG Partners LLC (B) 2.61% int. 02/01/07 1,019,958 --
Limited Liability Company Unit Class D of
Saw Mill PCG Partners LLC (B) 15 uts. 12/18/08 15,389 12,312
Preferred Stock Class A (B) 1 sh. 12/18/08 1,370 1,097
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 91 shs. 02/02/07 90,830 --
------------ ------------
2,536,117 1,292,895
------------ ------------
* 02/24/06 and 06/22/07.
--------------------------------------------------------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
NYLONCRAFT, INC.
A supplier of engineered plastic components for the automotive industry.
9% Senior Secured Note due 2009 $ 812,500 01/28/02 $ 812,500 $ 609,375
11.5% Senior Subordinated Note due 2012 (D) $ 1,500,000 01/28/02 1,435,279 --
Common Stock (B) 312,500 shs. 01/28/02 312,500 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 243,223 shs. 01/28/02 162,045 --
------------ ------------
2,722,324 609,375
------------ ------------
OAKRIVER TECHNOLOGY, INC.
Designs, engineers and assembles high precision automated process equipment for the medical device industry, with a focus on
defibrillators and stents.
10% Senior Secured Note due 2012 $ 450,187 01/03/06 443,434 422,745
13% Senior Subordinated Note due 2013 $ 687,241 01/03/06 629,286 621,703
Common Stock (B) 322,307 shs. 01/03/06 322,307 --
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 75,378 shs. 01/03/06 62,824 --
------------ ------------
1,457,851 1,044,448
------------ ------------
OLYMPIC SALES, INC.
A boat retailer in Washington state, Oregon, California and British Columbia.
12% Senior Subordinated Note due 2009 (D) $ 1,022,000 08/07/98 1,022,000 204,400
12% Senior Subordinated Note due 2009 (D) $ 307,071 02/09/00 268,283 61,414
------------ ------------
1,290,283 265,814
------------ ------------
ONTARIO DRIVE & GEAR LTD.
A manufacturer of all-wheel drive, off-road amphibious vehicles and related accessories.
Limited Liability Company Unit (B) 3,667 uts. 01/17/06 572,115 1,398,760
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 619 shs. 01/17/06 170,801 236,160
------------ ------------
742,916 1,634,920
------------ ------------
P A S HOLDCO LLC
An independent provider of maintenance, repair and overhaul services to the aerospace gas turbine engine and airframe markets.
14% Senior Subordinated Note due 2014 $ 2,289,725 07/03/06 2,190,569 2,160,840
Preferred Unit (B) 382 uts. 07/03/06 382,150 501,520
Preferred Unit (B) 69 uts. 07/03/06 68,790 90,277
Common Unit Class I (B) 148 uts. 07/03/06 -- 4,731
Common Unit Class L (B) 31 uts. 07/03/06 -- 1,000
------------ ------------
2,641,509 2,758,368
------------ ------------
--------------------------------------------------------------------------------------------------------------------------------
18
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
P I I HOLDING CORPORATION
A manufacturer of plastic film and bags for the general industrial, medical, and food industries.
12% Senior Subordinated Note due 2013 $ 2,295,000 03/31/06 $ 2,174,892 $ 2,223,687
Preferred Stock (B) 36 shs. 03/31/06 329,596 424,810
Common Stock (B) 23 shs. 03/31/06 25,500 23,470
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 13 shs. 03/31/06 11,122 13,652
------------ ------------
2,541,110 2,685,619
------------ ------------
PACIFIC CONSOLIDATED HOLDINGS LLC
A manufacturer of rugged, mobile liquid and gaseous oxygen and nitrogen generating systems used in the global defense, oil & gas,
and medical sectors.
14% Senior Subordinated Note due 2012 $ 1,331,354 04/27/07 1,238,628 1,236,667
Limited Liability Company Unit (B) 1,754,707 uts. 04/27/07 63,233 --
------------ ------------
1,301,861 1,236,667
------------ ------------
PARADIGM PACKAGING, INC.
A manufacturer of plastic bottles and closures for the nutritional, pharmaceutical, personal care, and food packaging markets.
12% Senior Subordinated Note due 2011 $ 2,125,000 12/19/00 2,025,773 2,004,203
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 --
------------ ------------
2,291,398 2,004,203
------------ ------------
POSTLE ALUMINUM COMPANY LLC
A manufacturer and distributor of aluminum extruded products.
12% Senior Subordinated Note due 2014 $ 2,200,481 10/02/06 2,014,286 550,120
Limited Liability Company Unit 1,384 uts. 10/02/06 510,000 --
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 8,595 shs. 10/02/06 124,644 --
------------ ------------
2,648,930 550,120
------------ ------------
POWER SERVICES HOLDING COMPANY
A provider of industrial motor repair services, predictive and preventative maintenance, and performance improvement consulting,
serving the petrochemical, mining, power generation, metals, and paper industries.
12% Senior Subordinated Note due 2016 $ 2,372,093 02/11/08 2,171,028 2,286,066
Limited Partnership Interest (B) 23.70% int. 02/11/08 177,729 93,189
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 1,322 shs. 02/11/08 167,588 232,633
------------ ------------
2,516,345 2,611,888
------------ ------------
PROTEIN GENETICS, INC.
A producer of bovine artificial insemination products, related breeding and healthcare products and specialty genetics sold to the
dairy and beef industries.
9.8% Redeemable Exchangeable Preferred Stock (B) 1,004 shs. 08/12/94 100,350 --
Common Stock (B) 2,600 shs. * 126,866 --
------------ ------------
227,216 --
------------ ------------
* 08/12/94 and 11/14/01.
--------------------------------------------------------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake and chassis products.
12% Senior Subordinated Note due 2012 $ 1,770,833 05/28/04 $ 1,599,897 $ 1,695,718
Common Stock (B) 354,167 shs. 05/28/04 354,166 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 377,719 shs. 05/28/04 377,719 --
------------ ------------
2,331,782 1,695,718
------------ ------------
R A J MANUFACTURING HOLDINGS LLC
A designer and manufacturer of women's swimwear sold under a variety of licensed brand names.
12.5% Senior Subordinated Note due 2014 $ 2,267,190 12/15/06 2,090,363 2,114,717
Limited Liability Company Unit (B) 2,828 uts. 12/15/06 282,810 215,528
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 3 shs. 12/15/06 131,483 101,639
------------ ------------
2,504,656 2,431,884
------------ ------------
R E I DELAWARE HOLDING, INC.
An engineer and manufacturer of highly complex, close tolerance components, assemblies, tooling and custom automation equipment
primarily for aerospace, medical and defense/radar markets.
12% Senior Subordinated Note due 2016 $ 2,550,000 01/18/08 2,467,911 2,280,269
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 6 shs. 01/18/08 31,089 44,013
------------ ------------
2,499,000 2,324,282
------------ ------------
RADIAC ABRASIVES, INC.
A manufacturer of bonded abrasive and super abrasive grinding wheels in the United States.
12% Senior Subordinated Note due 2014 $ 2,260,638 02/10/06 2,127,872 2,224,353
Common Stock (B) 289,362 shs. 02/10/06 289,362 513,179
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 131,555 shs. 02/10/06 119,796 233,311
------------ ------------
2,537,030 2,970,843
------------ ------------
ROYAL BATHS MANUFACTURING COMPANY
A manufacturer and distributor of acrylic and cultured marble bathroom products.
12.5% Senior Subordinated Note due 2011 $ 1,062,500 11/14/03 1,007,342 966,523
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 140 shs. 11/14/03 122,946 25,599
------------ ------------
1,130,288 992,122
------------ ------------
SAFETY SPEED CUT MANUFACTURING COMPANY, INC.
A manufacturer of vertical panel saws and routers for the wood working industry.
Class B Common Stock (B) 1,480 shs. 06/02/99 256,212 740,586
------------ ------------
--------------------------------------------------------------------------------------------------------------------------------
20
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
SAVAGE SPORTS HOLDING, INC.
A manufacturer of sporting firearms.
12% Senior Subordinated Note due 2012 $ 1,538,793 09/10/04 $ 1,472,432 $ 1,422,243
Common Stock (B) 612 shs. * 642,937 682,483
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 134 shs. 09/10/04 113,578 149,009
------------ ------------
2,228,947 2,253,735
------------ ------------
SENCORE HOLDING COMPANY
A designer, manufacturer, and marketer of decoders, receivers and modulators sold to broadcasters, satellite, cable and telecom
operators for encoding/decoding analog and digital transmission video signals.
12.5% Senior Subordinated Note due 2014 $ 2,419,231 01/15/09 2,095,664 2,362,376
Common Stock (B) 131 shs. 01/15/09 130,769 124,232
Warrant, exercisable until 2019, to purchase
common stock at $.01 per share (B) 282 shs. 01/15/09 281,604 3
------------ ------------
2,508,037 2,486,611
------------ ------------
SMART SOURCE HOLDINGS LLC
A short-term computer rental company.
12% Senior Subordinated Note due 2015 $ 2,223,076 ** 2,032,867 2,059,792
Limited Liability Company Unit (B) 619 uts. ** 637,996 712,260
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 157 shs. ** 164,769 180,439
------------ ------------
2,835,632 2,952,491
------------ ------------
SPECIALTY COMMODITIES, INC.
A distributor of specialty food ingredients.
13.25% Senior Subordinated Note due 2016 $ 2,262,282 10/23/08 2,118,511 2,193,758
Common Stock (B) 30,000 shs. 10/23/08 300,000 285,000
Warrant, excercisable until 2018, to purchase
common stock at $.01 per share (B) 11,054 shs. 10/23/08 100,650 111
------------ ------------
2,519,161 2,478,869
------------ ------------
STANTON CARPET HOLDING CO.
A designer and marketer of high and mid-priced decorative carpets and rugs.
12.13% Senior Subordinated Note due 2014 $ 2,239,024 08/01/06 2,121,497 1,928,610
Common Stock (B) 311 shs. 08/01/06 310,976 206,207
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 104 shs. 08/01/06 93,293 68,676
------------ ------------
2,525,766 2,203,493
------------ ------------
* 09/10/04 and 10/05/07.
** 08/31/07 and 03/06/08.
--------------------------------------------------------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
SYNTERACT HOLDINGS CORPORATION
A provider of outsourced clinical trial management services to pharmaceutical and biotechnology companies.
14% Senior Subordinated Note due 2016 $ 2,564,901 09/02/08 $ 2,392,577 $ 2,407,129
Redeemable Preferred Stock Series A (B) 1,280 shs. 09/02/08 12,523 13
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 12,803 shs. 09/02/08 112,693 128
------------ ------------
2,517,793 2,407,270
------------ ------------
T H I ACQUISITION, INC.
A machine servicing company providing value-added steel services to long steel products.
12% Senior Subordinated Note due 2016 $ 2,550,000 01/14/08 2,410,946 2,330,054
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 9 shs. 01/14/08 88,054 49,835
------------ ------------
2,499,000 2,379,889
------------ ------------
TANGENT RAIL CORPORATION
A manufacturer of rail ties and provider of specialty services to the North American railroad industry.
13% Senior Subordinated Note due 2015 $ 2,217,385 10/14/05 1,952,116 2,203,872
Common Stock (B) 2,203 shs. 10/14/05 2,203 693,932
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 1,192 shs. 09/30/08 568,009 375,473
------------ ------------
2,522,328 3,273,277
------------ ------------
TERRA RENEWAL LLC
A provider of wastewater residual management and required environmental reporting, permitting, nutrient management planning and
record keeping to companies involved in poultry and food processing.
12% Senior Subordinated Note due 2014 $ 1,162,110 * 1,113,636 1,100,497
5.53%Term Note due 2012 (C) $ 706,881 ** 705,481 689,452
4.76% Term Note due 2012 (C) $ 706,881 ** 703,346 689,452
4.7% Term Note due 2012 (C) $ 97,376 ** 97,175 94,976
Limited Partnership Interest of
Saw Mill Capital Fund V, LLC (B) 3.97% int. *** 149,259 369,114
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 72 shs. 04/28/06 59,041 59,642
------------ ------------
2,827,938 3,003,133
------------ ------------
TORRENT GROUP HOLDINGS, INC.
A contractor specializing in the sales and installation of engineered drywells for the retention and filtration of stormwater and
nuisance water flow.
12.5% Senior Subordinated Note due 2013 $ 2,239,024 10/26/07 2,102,363 2,016,713
Series A Preferred Stock (B) 414 shs. 10/26/07 414,051 43,559
------------ ------------
2,516,414 2,060,272
------------ ------------
* 04/28/06 and 09/13/06.
** 04/28/09 and 12/21/06.
*** 03/01/05 and 10/10/08.
--------------------------------------------------------------------------------------------------------------------------------
22
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
TOTAL E & S, INC.
A manufacturer of a wide variety of equipment used in the oil and gas industry.
10.5% Senior Secured Term Note due 2013 $ 851,351 03/02/07 $ 838,581 $ 817,022
13% Senior Subordinated Note due 2014 $ 598,450 03/02/07 490,608 560,927
Common Stock (B) 125,199 shs. 03/02/07 125,199 156,565
Warrant, exercisable until 2014 to purchase
common stock at $.01 per share (B) 34,533 shs. 03/02/07 95,873 43,185
------------ ------------
1,550,261 1,577,699
------------ ------------
TRANSPAC HOLDING COMPANY
A designer, importer, and wholesaler of home decor and seasonal gift products.
12% Senior Subordinated Note due 2015 $ 1,773,006 10/31/07 1,659,362 1,507,055
Common Stock (B) 209 shs. 10/31/07 208,589 --
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 94 shs. 10/31/07 87,607 --
------------ ------------
1,955,558 1,507,055
------------ ------------
TRANSTAR HOLDING COMPANY
A distributor of aftermarket automotive transmission parts.
12% Senior Subordinated Note due 2014 $ 1,734,000 08/31/05 1,676,739 1,600,649
Common Stock (B) 1,078 shs. * 1,078,450 522,656
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 86 shs. 08/31/05 77,485 41,650
------------ ------------
2,832,674 2,164,955
------------ ------------
TRANZONIC COMPANIES (THE)
A producer of commercial and industrial supplies, such as safety products, janitorial supplies, work apparel, washroom and restroom
supplies and sanitary care products.
13% Senior Subordinated Note due 2010 $ 2,712,000 02/05/98 2,627,474 2,675,679
Common Stock (B) 630 shs. 02/04/98 630,000 457,537
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 444 shs. 02/05/98 368,832 322,455
------------ ------------
3,626,306 3,455,671
------------ ------------
* 08/31/05 and 04/30/07.
--------------------------------------------------------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
TRUCK BODIES & EQUIPMENT INTERNATIONAL
A designer and manufacturer of accessories for heavy and medium duty trucks, primarily dump bodies, hoists, various forms of flatbed
bodies, landscape bodies and other accessories.
16% Senior Subordinated Note due 2010 (D) $ 2,309,541 * $ 2,141,949 $ 577,385
16% PIK Note due 2010 $ 416,980 12/30/08 161,677 104,245
Preferred Stock Series B (B) 241 shs. 10/20/08 241,172
Common Stock (B) 742 shs. * 800,860 --
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 153 shs. * 159,894 --
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 1,054 shs. 10/20/08 -- --
------------ ------------
3,505,552 681,630
------------ ------------
TRUSTILE DOORS, INC.
A manufacturer and distributor of interior doors.
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 5,781 shs. 04/11/03 68,059 279,417
------------ ------------
U M A ENTERPRISES, INC.
An importer and wholesaler of home decor products.
15% Senior Subordinated Note due 2015 $ 1,721,067 02/08/08 1,684,158 1,543,286
Convertible Preferred Stock (B) 887 shs. 02/08/08 886,956 180,379
------------ ------------
2,571,114 1,723,665
------------ ------------
U-LINE CORPORATION
A manufacturer of high-end, built-in, undercounter ice making, wine storage and refrigeration appliances.
12.5% Senior Subordinated Note due 2012 $ 1,882,100 04/30/04 1,767,452 1,752,737
Common Stock (B) 182 shs. 04/30/04 182,200 83,262
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 230 shs. 04/30/04 211,736 105,297
------------ ------------
2,161,388 1,941,296
------------ ------------
VISIONEERING, INC.
A designer and manufacturer of tooling and fixtures for the aerospace industry.
10.5% Senior Secured Term Loan due 2013 $ 802,941 05/17/07 790,897 787,963
13% Senior Subordinated Note due 2014 $ 648,530 05/17/07 589,680 628,425
18% PIK Convertable Preferred Stock (B) 37,381 shs. 03/13/09 72,519 68,893
Common Stock (B) 123,529 shs. 05/17/07 123,529 120,017
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 35,006 shs. 05/17/07 55,055 34,011
------------ ------------
1,631,680 1,639,309
------------ ------------
* 07/19/05 and 12/22/05.
--------------------------------------------------------------------------------------------------------------------------------
24
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
VITALITY FOODSERVICE, INC.
A non-carbonated beverage dispensing company focused on the foodservice industry.
13% Senior Subordinated Note due 2011 $ 1,887,288 09/24/04 $ 1,797,557 $ 1,747,030
Common Stock (B) 26,456 shs. * 264,558 226,666
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,787 shs. 09/24/04 186,883 203,798
------------ ------------
2,248,998 2,177,494
------------ ------------
VITEX PACKAGING GROUP, INC.
A manufacturer of specialty packaging, primarily envelopes and tags used on tea bags.
12.5% Senior Subordinated Note due 2012 (D) $ 1,700,000 07/19/04 1,483,065 --
14.5% PIK Note due 2010 $ 546,244 06/30/07 374,902 --
Limited Liability Company Unit Class A (B) 414,375 uts. 07/19/04 414,375 --
Limited Liability Company Unit Class B (B) 182,935 uts. 07/19/04 182,935 --
------------ ------------
2,455,277 --
------------ ------------
WAGGIN' TRAIN HOLDINGS LLC
A producer of premium quality meat dog treats.
14% Senior Subordinated Note due 2014 $ 2,186,640 11/15/07 2,140,488 1,966,388
Limited Liability Company Unit Class B (B) 423 uts. 11/15/07 422,652 364,020
Limited Liability Company Unit Class C (B) 423 uts. 11/15/07 -- 364,020
------------ ------------
2,563,140 2,694,428
------------ ------------
WALLS INDUSTRIES, INC.
A provider of branded workwear and sporting goods apparel.
Limited Partnership Interest (B) 0.40% int. 07/12/04 3,728 --
Common Stock (B) 4,028 shs. 12/21/07 -- --
------------ ------------
3,728 --
------------ ------------
WELLBORN FOREST HOLDING CO.
A manufacturer of semi-custom kitchen and bath cabinetry.
12.13% Senior Subordinated Note due 2014 $ 1,721,250 11/30/06 1,616,922 1,463,063
Common Stock (B) 191 shs. 11/30/06 191,250 38,343
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 95 shs. 11/30/06 86,493 19,143
------------ ------------
1,894,665 1,520,549
------------ ------------
WORKPLACE MEDIA HOLDING CO.
A direct marketer specializing in providing advertisers with access to consumers in the workplace.
13% Senior Subordinated Note due 2015 $ 1,159,196 05/14/07 1,064,103 975,024
Limited Partnership Interest (B) 23.16% int. 05/14/07 115,804 --
Warrant, exercisable until 2015, to purchase
common stock at $.02 per share (B) 88 shs. 05/14/07 83,462 --
------------ ------------
1,263,369 975,024
------------ ------------
* 09/24/04 and 12/22/06.
--------------------------------------------------------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Principal Amount
Shares, Units
or Ownership Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Percentage Date Cost Fair Value
------------ -------- ------------ ------------
XALOY SUPERIOR HOLDINGS, INC.
A provider of melt processing components and ancillary equipment for both plastic injection molding and extrusion applications.
15% Senior Subordinated Note due 2015 $ 2,305,362 09/08/08 $ 2,256,683 $ 2,018,036
Common Stock (B) 283 shs. 09/08/08 283,331 226,661
------------ ------------
2,540,014 2,244,697
------------ ------------
TOTAL PRIVATE PLACEMENT INVESTMENTS (E) 205,704,537 172,150,328
------------ ------------
--------------------------------------------------------------------------------------------------------------------------------
26
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Shares or
Interest Due Principal
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Rate Date Amount Cost Fair Value
------- -------- ------------ ------------ ------------
RULE 144A SECURITIES - 3.79%:
BONDS - 3.78%
American Tire Distributor (C) 7.685% 04/01/12 $ 1,000,000 $ 950,000 $ 700,000
Cenveo Corporation 10.500 08/15/16 100,000 100,000 56,125
Charter Communications Op LLC 8.000 04/30/12 1,350,000 1,152,250 1,235,250
Compucom Systems, Inc. 12.500 10/01/15 1,330,000 1,289,649 811,300
Douglas Dynamics LLC 7.750 01/15/12 1,010,000 954,959 656,500
Forest Oil Corporation 8.500 02/15/14 100,000 95,242 92,750
G F S I, Inc. (C) 10.500 06/01/11 715,000 685,658 527,313
General Motors Acceptance Corporation 7.750 01/19/10 815,000 733,174 684,698
H C A, Inc. 9.875 02/15/17 35,000 33,846 33,075
Intergen NV 9.000 06/30/17 750,000 743,918 678,750
Packaging Dynamics Corporation of America 10.000 05/01/16 1,200,000 1,195,090 507,000
SandRidge Energy, Inc. 8.000 06/01/18 360,000 364,307 264,600
Ticketmaster Entertainment, Inc. 10.750 08/01/16 500,000 500,000 340,000
Tunica-Biloxi Gaming Authority 9.000 11/15/15 1,075,000 1,101,860 870,750
Tyson Foods, Inc. 10.500 03/01/14 70,000 64,973 71,400
Videotron, Ltd. 9.125 04/15/18 40,000 39,373 40,650
------------ ------------
TOTAL BONDS 10,004,299 7,570,161
------------ ------------
CONVERTIBLE PREFERRED STOCK - 0.00%
ETEX Corporation (B) 777 716 --
------------ ------------
TOTAL CONVERTIBLE PREFERRED STOCK 716 --
------------ ------------
PREFERRED STOCK - 0.01%
Preferred Blocker, Inc. 143 45,009 28,470
TherOX, Inc. (B) 103 4,131 --
------------ ------------
TOTAL PREFERRED STOCK 49,140 28,470
------------ ------------
COMMON STOCK - 0.00%
Touchstone Health Partnership (B) 1,168 4,254 --
------------ ------------
TOTAL COMMON STOCK 4,254 --
------------ ------------
TOTAL RULE 144A SECURITIES 10,058,409 7,598,631
------------ ------------
TOTAL CORPORATE RESTRICTED SECURITIES $215,762,946 $179,748,959
------------ ------------
----------------------------------------------------------------------------------------------------------------
27
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Interest Due Principal Market
CORPORATE PUBLIC SECURITIES - 20.44%: (A) Rate Date Amount Cost Value
------- -------- ------------ ------------ ------------
BONDS - 19.45%
A M C Entertainment, Inc. 11.000% 02/01/16 $ 1,315,000 $ 1,321,802 $ 1,196,650
Activant Solutions, Inc. 9.500 05/01/16 150,000 150,000 91,875
Appleton Papers, Inc. 8.125 06/15/11 300,000 300,000 180,750
Aramark Corporation (C) 4.670 02/01/15 200,000 200,000 152,500
Aramark Corporation 8.500 02/01/15 500,000 502,304 460,000
Bally Total Fitness Holdings Corporation (D)(F) 14.000 10/01/13 104,062 74,053 --
Basic Energy Services 7.125 04/15/16 225,000 225,000 130,500
Berry Plastics Corporation (C) 5.844 02/15/15 500,000 474,304 362,500
Brigham Exploration Co. 9.625 05/01/14 1,200,000 1,167,903 366,000
Cablevision Systems Corporation 8.000 04/15/12 1,000,000 1,008,467 972,500
Cenveo Corporation 7.875 12/01/13 1,300,000 1,192,500 676,000
Chaparral Energy, Inc. 8.875 02/01/17 1,500,000 1,491,780 517,500
Cincinnati Bell, Inc. 7.000 02/15/15 1,100,000 789,250 1,012,000
Community Health Systems, Inc. (C) 8.875 07/15/15 1,200,000 1,169,415 1,134,000
Denbury Resources, Inc. 9.750 03/01/16 50,000 46,450 48,250
Dynegy Holdings, Inc. 7.750 06/01/19 830,000 564,400 539,500
El Paso Corporation 12.000 12/12/13 55,000 49,159 58,300
Enterprise Products Operating Co. 9.750 01/31/14 750,000 750,000 824,102
Ford Motor Credit Co. 7.375 10/28/09 500,000 498,750 448,425
Gencorp, Inc. 9.500 08/15/13 259,000 259,000 186,480
Goodyear Tire & Rubber Co. 7.857 08/15/11 1,150,000 1,097,750 943,000
Graham Packaging Corporation 8.500 10/15/12 280,000 268,800 214,900
Great Lakes Dredge & Dock Corporation 7.750 12/15/13 1,000,000 948,750 800,000
H C A, Inc. 9.125 11/15/14 1,125,000 919,688 1,057,500
Hawker Beechcraft Acquisition Co. 9.750 04/01/17 1,000,000 1,009,128 170,000
Hughes Network Systems 9.500 04/15/14 1,325,000 1,345,980 1,185,875
Inergy LP 8.250 03/01/16 470,000 480,923 446,500
Intelsat Bermuda Ltd. 9.250 06/15/16 1,365,000 1,411,591 1,105,650
Interline Brands, Inc. 8.125 06/15/14 1,300,000 1,291,107 1,163,500
Kar Holdings, Inc. 8.750 05/01/14 50,000 50,000 26,500
L-3 Communications Holdings, Inc. 6.125 07/15/13 1,000,000 995,000 960,000
Leucadia National Corporation 7.000 08/15/13 450,000 450,763 369,000
Liberty Media Corporation 5.700 05/15/13 1,000,000 951,610 742,344
Manitowoc Company, Inc. 7.125 11/01/13 200,000 200,000 140,000
Markwest Energy Operating Co. 6.875 11/01/14 950,000 930,563 669,750
Markwest Energy Operating Co. 8.750 04/15/18 125,000 123,979 87,188
Mediacom Broadband LLC 9.500 01/15/13 1,250,000 975,000 1,168,750
----------------------------------------------------------------------------------------------------------------
28
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Interest Due Principal Market
CORPORATE PUBLIC SECURITIES:(A)(Continued) Rate Date Amount Cost Value
------- -------- ------------ ------------ ------------
N R G Energy, Inc. 7.375% 02/01/16 $ 175,000 $ 175,000 $ 162,750
Newark Group, Inc. 9.750 03/15/14 850,000 796,863 74,375
Nortek, Inc. 10.000 12/01/13 175,000 173,175 73,063
North American Energy Partners 8.750 12/01/11 1,165,000 1,172,843 850,450
O E D Corp./Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 800,000
Pliant Corporation 11.125 09/01/09 550,000 539,000 17,875
Pliant Corporation (C) 11.850 06/15/09 1,111,500 1,081,740 445,989
Polypore, Inc. 8.750 05/15/12 1,460,000 1,410,050 1,065,800
Pregis Corporation 12.375 10/15/13 1,000,000 981,490 442,500
Quebecor Media, Inc. 7.750 03/15/16 1,050,000 978,235 798,000
Rental Service Corporation 9.500 12/01/14 500,000 484,320 245,000
Rock-Tenn Co. 9.250 03/15/16 1,075,000 1,114,541 1,072,313
Scholastic Corporation 5.000 04/15/13 1,500,000 1,278,750 1,158,750
Seneca Gaming Corporation 7.250 05/01/12 500,000 477,500 319,375
Shaw Communications, Inc. 7.250 04/06/11 400,000 410,448 397,000
Sheridan Acquisition Corporation 10.250 08/15/11 375,000 370,001 219,375
Stanadyne Corporation 10.000 08/15/14 1,500,000 1,500,000 967,500
Stewart & Stevenson LLC 10.000 07/15/14 1,465,000 1,496,311 1,106,075
T X U Energy Company LLC 10.250 11/01/15 1,250,000 1,261,453 625,000
Tekni-Plex, Inc. 8.750 11/15/13 650,000 654,382 318,500
Tenneco, Inc. 8.125 11/15/15 1,100,000 540,000 220,000
Texas Industries, Inc. 7.250 07/15/13 70,000 70,000 52,850
Time Warner Telecom Holdings 9.250 02/15/14 1,000,000 1,008,635 965,000
Titan International, Inc. 8.000 01/15/12 1,070,000 1,062,100 834,600
Transdigm, Inc. 7.750 07/15/14 500,000 503,360 466,250
Trimas Corporation 9.875 06/15/12 1,073,000 982,375 525,770
Tube City IMS Corporation 9.750 02/01/15 1,500,000 1,484,568 228,750
United Components, Inc. 9.375 06/15/13 1,080,000 1,080,466 421,200
United Rentals, Inc. 6.500 02/15/12 1,125,000 815,625 900,000
Virgin Media Finance PLC 9.125 08/15/16 1,380,000 1,413,332 1,283,400
Vought Aircraft Industries 8.000 07/15/11 1,150,000 1,115,399 448,500
Waste Services, Inc. 9.500 04/15/14 1,100,000 1,118,341 827,749
------------ ------------
TOTAL BONDS 54,221,432 38,942,048
------------ ------------
----------------------------------------------------------------------------------------------------------------
29
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Shares or
Interest Due Principal Market
CORPORATE PUBLIC SECURITIES:(A)(Continued) Rate Date Amount Cost Value
------- -------- ------------ ------------ ------------
COMMON STOCK - 0.88%
Chase Packaging Corporation (B) $ 9,541 $ -- $ 954
CKX, Inc. (B) 97,500 784,875 399,750
Directed Electronics, Inc. (B) 368,560 1,856,534 36,856
El Paso Corporation (B) 65,000 808,362 406,250
EnerNOC, Inc. (B) 46,500 1,283,262 676,110
ITC^DeltaCom, Inc. (B) 178,666 1,563,328 121,493
Intrepid Potash, Inc. (B) 365 11,680 6,734
Supreme Industries, Inc. 125,116 267,319 112,604
------------ ------------
TOTAL COMMON STOCK 6,575,360 1,760,751
------------ ------------
CONVERTIBLE BONDS - 0.11%
Citadel Broadcasting Corporation 4.000% 02/15/11 583,000 452,554 228,828
------------ ------------
TOTAL CONVERTIBLE BONDS 452,554 228,828
------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 61,249,346 $ 40,931,627
------------ ------------
Interest Due Principal Market
SHORT-TERM SECURITIES: Rate/Yield^ Date Amount Cost Value
------- -------- ------------ ------------ ------------
COMMERCIAL PAPER - 1.00%
Pearson Holdings, Inc. 0.750% 04/07/09 $ 2,000,000 $ 1,999,750 $ 1,999,750
------------ ------------
TOTAL SHORT-TERM SECURITIES $ 1,999,750 $ 1,999,750
------------ ------------
TOTAL INVESTMENTS 111.20% $279,012,042 $222,680,336
============ ------------
Other Assets 4.28 8,575,902
Liabilities (15.48) (31,010,739)
------ ------------
TOTAL NET ASSETS 100.00% $200,245,499
====== ============
(A) In each of the convertible note, warrant, convertible preferred and common stock investments, the issuer has
agreed to provide certain registration rights.
(B) Non-income producing security.
(C) Variable rate security; rate indicated is as of 03/31/09.
(D) Defaulted security; interest not accrued.
(E) Illiquid securities. At March 31, 2009, the value of these securities amounted to $172,150,328 or 85.97% of
net assets.
(F) Security valued at fair value using methods determined in good faith by or under the direction of the Board
of Trustees.
^ Effective yield at purchase
PIK - Payment-in-kind
----------------------------------------------------------------------------------------------------------------
30
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: Market Value Market Value
-------------- --------------
AEROSPACE - 3.82% BROADCASTING & ENTERTAINMENT - 3.70%
Gencorp, Inc. $ 186,480 Cablevision Systems Corporation $ 972,500
Hughes Network Systems 1,185,875 Charter Communications Op LLC 1,235,250
L-3 Communications Holdings, Inc. 960,000 Citadel Broadcasting Corporation 228,828
P A S Holdco LLC 2,758,368 CKX, Inc. 399,750
Transdigm, Inc. 466,250 Liberty Media Corporation 742,344
Visioneering, Inc. 1,639,309 Mediacom Broadband LLC 1,168,750
Vought Aircraft Industries 448,500 Shaw Communications, Inc. 397,000
-------------- Virgin Media Finance PLC 1,283,400
7,644,782 Workplace Media Holding Co. 975,024
-------------- --------------
AUTOMOBILE - 5.08% 7,402,846
American Tire Distributor 700,000 --------------
Fuel Systems Holding Corporation -- BUILDINGS & REAL ESTATE - 1.10%
Goodyear Tire & Rubber Co. 943,000 K W P I Holdings Corporation 1,861,361
Jason, Inc. 940,989 Texas Industries, Inc. 52,850
Nyloncraft, Inc. 609,375 TruStile Doors, Inc. 279,417
Ontario Drive & Gear Ltd. 1,634,920 --------------
Qualis Automotive LLC 1,695,718 2,193,628
Tenneco, Inc. 220,000 --------------
Titan International, Inc. 834,600 CHEMICAL, PLASTICS & RUBBER - 0.14%
Transtar Holding Company 2,164,955 Capital Specialty Plastics, Inc. 279,466
United Components, Inc. 421,200 --------------
-------------- CONSUMER PRODUCTS - 7.88%
10,164,757 Aero Holdings, Inc. 3,462,191
-------------- Bravo Sports Holding Corporation 2,068,513
BEVERAGE, DRUG & FOOD - 4.63% G F S I, Inc. 527,313
Aramark Corporation 612,500 K N B Holdings Corporation 2,313,304
Golden County Foods Holding, Inc. 1,638,974 Kar Holdings, Inc. 26,500
Hospitality Mints Holding Company 2,356,587 Momentum Holding Co. 507,430
Specialty Commodities, Inc. 2,478,869 R A J Manufacturing Holdings LLC 2,431,884
Vitality Foodservice, Inc. 2,177,494 Royal Baths Manufacturing Company 992,122
-------------- The Tranzonic Companies 3,455,671
9,264,424 Walls Industries, Inc. --
-------------- --------------
15,784,928
--------------
------------------------------------------------------------------------------------------------------------------------------------
31
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION:(Continued) Market Value Market Value
-------------- --------------
CONTAINERS, PACKAGING & GLASS - 4.15% DIVERSIFIED/CONGLOMERATE, SERVICE - 8.69%
Berry Plastics Corporation $ 362,500 A W X Holdings Corporation $ 1,422,207
Chase Packaging Corporation 954 Advanced Technologies Holdings 2,607,920
Flutes, Inc. 688,789 CapeSuccess LLC --
Graham Packaging Corporation 214,900 Clough, Harbour, and Associates 2,614,367
Maverick Acquisition Company 629,046 Crane Rental Corporation 2,447,667
P I I Holding Corporation 2,685,619 Diversco, Inc./DHI Holdings, Inc. 1,319,430
Packaging Dynamics Corporation of America 507,000 Dwyer Group, Inc. 1,481,591
Paradigm Packaging, Inc. 2,004,203 Fowler Holding, Inc. --
Pliant Corporation 463,864 GQ Holdings LLC --
Pregis Corporation 442,500 Insurance Claims Management, Inc. 131,752
Tekni-Plex, Inc. 318,500 Interline Brands, Inc. 1,163,500
Vitex Packaging Group, Inc. -- Mail Communications Group, Inc. 1,353,211
-------------- Nesco Holdings Corporation 2,827,597
8,317,875 Videotron, Ltd. 40,650
-------------- --------------
DISTRIBUTION - 1.92% 17,409,892
Duncan Systems, Inc. 1,435,364 --------------
F C X Holdings Corporation 2,415,216 ELECTRONICS - 1.07%
-------------- Connecticut Electric, Inc. 2,097,928
3,850,580 Directed Electronics, Inc. 36,856
-------------- --------------
DIVERSIFIED/CONGLOMERATE, 2,134,784
MANUFACTURING - 11.58% --------------
A H C Holding Company, Inc. 2,444,555 FARMING & AGRICULTURE - 1.38%
Activant Solutions, Inc. 91,875 Protein Genetics, Inc. --
Arrow Tru-Line Holdings, Inc. 1,471,232 Tyson Foods, Inc. 71,400
C D N T, Inc. 1,367,562 Waggin' Train Holdings LLC 2,694,428
Douglas Dynamics LLC 656,500 --------------
Evans Consoles, Inc. 1,271,148 2,765,828
Great Lakes Dredge & Dock Corporation 800,000 --------------
K P I Holdings, Inc. 2,123,155 FINANCIAL SERVICES - 0.85%
MEGTEC Holdings, Inc. 2,349,722 Ford Motor Credit Co. 448,425
Milwaukee Gear Company 2,503,771 General Motors Acceptance Corporation 684,698
Nortek, Inc. 73,063 Hawker Beechcraft Acquisition Co. 170,000
Polypore, Inc. 1,065,800 Highgate Capital LLC --
Postle Aluminum Company LLC 550,120 Leucadia National Corporation 369,000
Radiac Abrasives, Inc. 2,970,843 Preferred Blocker, Inc. 28,470
Trimas Corporation 525,770 --------------
Truck Bodies & Equipment International 681,630 1,700,593
Xaloy Superior Holdings, Inc. 2,244,697 --------------
--------------
23,191,443
--------------
------------------------------------------------------------------------------------------------------------------------------------
32
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: Market Value Market Value
-------------- --------------
HEALTHCARE, EDUCATION & CHILDCARE - 6.74% MACHINERY - 10.72%
A T I Acquisition Company $ 3,558,826 A S A P Industries LLC $ 1,255,903
American Hospice Management Holding LLC 3,504,886 Davis-Standard LLC 3,217,371
Community Health Systems, Inc. 1,134,000 E S P Holdco, Inc. 2,242,991
F H S Holdings LLC 1,792,969 Integration Technology Systems, Inc. --
H C A, Inc. 1,090,575 K-Tek Holdings Corporation 2,448,810
Synteract Holdings Corporation 2,407,270 M V I Holding, Inc. 1,211,541
Touchstone Health Partnership -- Manitowoc Company, Inc. 140,000
-------------- Morton Industrial Group, Inc. 244,091
13,488,526 Navis Global 320,453
-------------- NetShape Technologies, Inc. 1,292,895
HOME & OFFICE FURNISHINGS, HOUSEWARES, Pacific Consolidated Holdings LLC 1,236,667
AND DURABLE CONSUMER PRODUCTS - 10.11% Power Services Holding Company 2,611,888
Connor Sport Court International, Inc. 2,357,724 R E I Delaware Holding, Inc. 2,324,282
H M Holding Company -- Safety Speed Cut Manufacturing Company, Inc. 740,586
Home Decor Holding Company 2,081,225 Stanadyne Corporation 967,500
Justrite Manufacturing Acquisition Co. 1,782,483 Stewart & Stevenson LLC 1,106,075
K H O F Holdings, Inc. 2,412,750 Supreme Industries, Inc. 112,604
Monessen Holding Corporation 2,713,505 --------------
Stanton Carpet Holding Co. 2,203,493 21,473,657
Transpac Holdings Company 1,507,055 --------------
U M A Enterprises, Inc. 1,723,665 MEDICAL DEVICES/BIOTECH - 3.72%
U-Line Corporation 1,941,296 Coeur, Inc. 1,204,850
Wellborn Forest Holding Co. 1,520,549 E X C Acquisition Corporation 211,487
-------------- ETEX Corporation --
20,243,745 MedSystems Holdings LLC 1,227,082
-------------- MicroGroup, Inc. 3,754,844
LEISURE, AMUSEMENT, ENTERTAINMENT - 2.94% OakRiver Technology, Inc. 1,044,448
A M C Entertainment, Inc. 1,196,650 --------------
Bally Total Fitness Holding Corporation -- 7,442,711
Electra Bicycle Company LLC 107,248 --------------
O E D Corp/Diamond Jo Company Guarantee 800,000 MINING, STEEL, IRON & NON PRECIOUS
Savage Sports Holding, Inc. 2,253,735 METALS - 1.30%
Seneca Gaming Corporation 319,375 T H I Acquisition, Inc. 2,379,889
Ticketmaster Entertainment, Inc. 340,000 Tube City IMS Corporation 228,750
Tunica-Biloxi Gaming Authority 870,750 --------------
-------------- 2,608,639
5,887,758 --------------
-------------- NATURAL RESOURCES - 1.13%
Appleton Papers, Inc. 180,750
Cenveo Corporation 732,125
Intrepid Potash, Inc. 6,734
Rock-Tenn Co. 1,072,313
SandRidge Energy, Inc. 264,600
--------------
2,256,522
--------------
------------------------------------------------------------------------------------------------------------------------------------
33
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONTINUED)
March 31, 2009
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: Market Value Market Value
-------------- --------------
OIL & GAS - 2.20% TRANSPORTATION - 1.84%
Basic Energy Services $ 130,500 NABCO, Inc. $ 407,710
Brigham Exploration Co. 366,000 Tangent Rail Corporation 3,273,277
Chaparral Energy, Inc. 517,500 --------------
Denbury Resources, Inc. 48,250 3,680,987
Enterprise Products Operating Co. 824,102 --------------
Forest Oil Corporation 92,750 UTILITIES - 1.82%
North American Energy Partners 850,450 Dynegy Holdings, Inc. 539,500
Total E & S, Inc. 1,577,699 El Paso Corporation 464,550
-------------- Inergy LP 446,500
4,407,251 Intergen NV 678,750
-------------- Markwest Energy Operating Co. 756,938
PHARMACEUTICALS - 1.27% N R G Energy, Inc. 162,750
CorePharma LLC 2,534,291 T X U Energy Company LLC 625,000
-------------- --------------
PUBLISHING/PRINTING - 1.12% 3,673,988
Newark Group, Inc. 74,375 --------------
Quebecor Media, Inc. 798,000 WASTE MANAGEMENT / POLLUTION - 2.94%
Scholastic Corporation 1,158,750 Terra Renewal LLC 3,003,133
Sheridan Acquisition Corporation 219,375 Torrent Group Holdings, Inc. 2,060,272
-------------- Waste Services, Inc. 827,749
2,250,500 --------------
-------------- 5,891,154
RETAIL STORES - 0.70% --------------
Olympic Sales, Inc. 265,814
Rental Service Corporation 245,000
United Rentals, Inc. 900,000 TOTAL CORPORATE RESTRICTED AND
-------------- PUBLIC SECURITIES - 110.20% $ 220,680,586
1,410,814 ==============
--------------
TECHNOLOGY - 3.46%
Compucom Systems, Inc. 811,300
EnerNOC, Inc. 676,110
Sencore Holding Company 2,486,611
Smart Source Holdings LLC 2,952,491
--------------
6,926,512
--------------
TELECOMMUNICATIONS - 2.20%
All Current Holding Company 1,193,562
Cincinnati Bell, Inc. 1,012,000
Intelsat Bermuda Ltd. 1,105,650
ITC^DeltaCom, Inc. 121,493
Time Warner Telecom Holdings 965,000
--------------
4,397,705
--------------
See Notes to Consolidated Financial Statements
------------------------------------------------------------------------------------------------------------------------------------
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MassMutual Corporate Investors
(Unaudited)
1. HISTORY
MassMutual Corporate Investors (the "Trust") commenced operations in 1971 as
a Delaware corporation. Pursuant to an Agreement and Plan of Reorganization
dated November 14, 1985, approved by shareholders, the Trust was reorganized
as a Massachusetts business trust under the laws of the Commonwealth of
Massachusetts, effective November 28, 1985.
The Trust is a diversified closed-end management investment company. Babson
Capital Management LLC ("Babson Capital"), a wholly-owned indirect subsidiary
of Massachusetts Mutual Life Insurance Company ("MassMutual"), acts as its
investment adviser. The Trust's investment objective is to maintain a
portfolio of securities providing a fixed yield and at the same time offering
an opportunity for capital gains. The Trust's principal investments are
privately placed, below-investment grade, long-term debt obligations with
equity features such as common stock, warrants, conversion rights, or other
equity features and, occasionally, preferred stocks. The Trust typically
purchases these investments, which are not publicly tradable, directly from
their issuers in private placement transactions. These investments are
typically mezzanine debt instruments with accompanying private equity
securities made to small or middle market companies. In addition, the Trust
may temporarily invest, subject to certain limitations, in marketable
investment grade debt securities, other marketable debt securities (including
high yield securities) and marketable common stocks. Below-investment grade
or high yield securities have predominantly speculative characteristics with
respect to the capacity of the issuer to pay interest and repay capital.
On January 27,1998, the Board of Trustees authorized the formation of a
wholly-owned subsidiary of the Trust ("MMCI Subsidiary Trust") for the
purpose of holding certain investments. The results of MMCI Subsidiary Trust
are consolidated in the accompanying financial statements. Footnote 2.D below
discusses the federal tax consequences of the MMCI Subsidiary Trust.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Trust in the preparation of its consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America.
A. VALUATION OF INVESTMENTS:
Valuation of a security in the Trust's portfolio is made on the basis of
market price whenever market quotations are readily available and all
securities of the same class held by the Trust can be readily sold in such
market.
Nearly all securities which are acquired by the Trust directly from the
issuers and shares into which such securities may be converted or which may
be purchased on the exercise of warrants attached to such securities will be
subject to legal or contractual delays in, or restrictions on, resale and
will therefore be "restricted securities." Generally speaking, as contrasted
with open-market sales of unrestricted securities which may be effected
immediately if the market is adequate, restricted securities can be sold only
in a public offering for which a registration statement is in effect under
the Securities Act of 1933, as amended (the "1933 Act"), or pursuant to a
transaction that is exempt from registration under the 1933 Act.
The value of restricted securities, and of any other assets for which there
are no reliable market quotations, is the fair value as determined in good
faith by the Trust's Board of Trustees (the "Trustees"). Each restricted
security is valued by the Trustees at the time of its acquisition and at
least quarterly thereafter. The Trustees have established guidelines to aid
in the valuation of each security. Generally, restricted securities are
initially valued at cost or less at the time of acquisition by the Trust.
Values greater or less than cost are used thereafter for restricted
securities in appropriate circumstances. Among the factors ordinarily
considered are the existence of restrictions upon the sale of a security held
by the Trust; an estimate of the existence and the extent of a market for the
security; the extent of any discount at which the security was acquired; the
estimated period of time during which the security will not be freely
marketable; the estimated expenses of registering or otherwise qualifying the
security for public sale; estimated underwriting commissions if underwriting
would be required to effect a sale; in the case of a convertible security,
whether or not it would trade on the basis of its stock equivalent; in the
case of a debt obligation which would trade independently of any equity
equivalent, the current yields on comparable securities; the estimated amount
of the floating supply of such securities available for purchase; the
proportion of the issue held by the Trust; changes in the financial condition
and prospects of the issuer; the existence of merger proposals or tender
offers affecting the issuer; and any other factors affecting fair value, all
in accordance with the Investment Company Act of 1940, as amended (the "1940
Act"). In making valuations, opinions of counsel may be relied upon as to
whether or not securities are restricted securities and as to the legal
requirements for public sale.
When market quotations are readily available for unrestricted securities of
an issuer, restricted securities of the same class are generally valued at a
discount from the market price of such unrestricted securities. The Trustees,
however, consider all factors in fixing any discount, including the filing of
a registration statement for such securities under the 1933 Act and any other
developments which are likely to increase the probability that the securities
may be publicly sold by the Trust without restriction.
The Trustees meet at least once each quarter to approve the value of the
Trust's portfolio securities as of the close of business on the last business
day of the preceding quarter. This valuation requires the approval of a
majority of the Trustees of the Trust,
--------------------------------------------------------------------------------
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
including a majority of the Trustees who are not interested persons of the
Trust or of Babson Capital. In making valuations, the Trustees will consider
reports by Babson Capital analyzing each portfolio security in accordance
with the relevant factors referred to above. Babson Capital has agreed to
provide such reports to the Trust at least quarterly.
The consolidated financial statements include private placement restricted
securities valued at $172,150,328 (85.97% of net assets) as of March 31, 2009
whose values have been estimated by the Trustees in the absence of readily
ascertainable market values. Due to the inherent uncertainty of valuation,
those estimated values may differ significantly from the values that would
have been used had a ready market for the securities existed, and the
differences could be material.
The values for Rule 144A restricted securities and corporate public
securities are stated at the last reported sales price or at prices based
upon quotations obtained from brokers and dealers as of March 31, 2009,
subject to discount where appropriate, and are approved by the Trustees.
Short-term securities with more than sixty days to maturity are valued at
fair value and short-term securities having a maturity of sixty days or less
are valued at amortized cost, which approximates market value.
Effective January 1, 2008, the Trust adopted FASB Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157
clarifies the definition of fair value, establishes a framework for measuring
fair values and requires additional disclosures about the use of fair value
measurements. FAS 157 requires companies to provide expanded information
about the assets and liabilities measured at fair value and the potential
effect of these fair valuations on an entity's financial performance.
Various inputs are used in determining the value of the Trust's investments.
Using the hierarchy established under FAS 157, these inputs are summarized in
the three broad levels listed below:
Level 1: quoted prices in active markets for identical securities
Level 2: other significant observable inputs (including quoted prices
for similar securities, interest rates, prepayments speeds,
credit risk, etc.)
Level 3: significant unobservable inputs (including the Trust's own
assumptions in determining the fair value of investments)
The inputs and methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Trust's net assets
as of March 31, 2009:
ASSETS TOTAL LEVEL 1 LEVEL 2 LEVEL 3
-----------------------------------------------------------------------------
Restricted Securities $179,748,959 $ -- $ 7,598,631 $172,150,328
Public Securities 40,931,627 1,760,751 39,170,876 --
Short-term Securities 1,999,750 -- 1,999,750 --
-----------------------------------------------------------------------------
TOTAL $222,680,336 $1,760,751 $48,769,257 $172,150,328
Following is a reconciliation of Level 3 assets for which significant
unobservable inputs were used to determine fair value:
RESTRICTED PUBLIC SHORT-TERM
ASSETS SECURITIES SECURITIES SECURITIES TOTAL
-----------------------------------------------------------------------------
Beginning balance
at 12/31/2008 $182,799,290 $ 260 $ -- $182,799,550
Total gains or losses
(realized/unrealized)
included in earnings* (14,131,613) (260) -- (14,131,873)
Purchases, sales,
issuances &
settlements (net) 3,482,651 -- -- 3,482,651
Transfers in and /
or out of Level 3 -- -- -- --
-----------------------------------------------------------------------------
ENDING BALANCE
AT 3/31/09 $172,150,328 $ -- $ -- $172,150,328
* The amount of net losses for the period included in earnings attributable
to the change in unrealized gains or losses relating to Level 3 assets still
held at 3/31/09 is $(14,647,114).
B. ACCOUNTING FOR INVESTMENTS:
Investment transactions are accounted for on the trade date. Dividend income
is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis, including the amortization of premiums and accretion of
discounts on bonds held using the yield-to-maturity method. The Trust does
not accrue income when payment is delinquent and when management believes
payment is questionable.
Realized gains and losses on investment transactions and unrealized
appreciation and depreciation of investments are reported for financial
statement and federal income tax purposes on the identified cost method.
C. USE OF ESTIMATES:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
--------------------------------------------------------------------------------
36
MassMutual Corporate Investors
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
D. FEDERAL INCOME TAXES:
The Trust has elected to be taxed as a "regulated investment company" under
the Internal Revenue Code, and intends to maintain this qualification and to
distribute substantially all of its net taxable income to its shareholders.
In any year when net long-term capital gains are realized by the Trust,
management, after evaluating the prevailing economic conditions, will
recommend that the Trustees either designate the net realized long-term gains
as undistributed and pay the federal capital gains taxes thereon or
distribute all or a portion of such net gains.
The Trust is taxed as a regulated investment company and is therefore limited
as to the amount of non-qualified income that it may receive as the result of
operating a trade or business, e.g. the Trust's PRO RATA share of income
allocable to the Trust by a partnership operating company. The Trust's
violation of this limitation could result in the loss of its status as a
regulated investment company, thereby subjecting all of its net income and
capital gains to corporate taxes prior to distribution to its shareholders.
The Trust, from time-to-time, identifies investment opportunities in the
securities of entities that could cause such trade or business income to be
allocable to the Trust. The MMCI Subsidiary Trust (described in Footnote 1,
above) was formed in order to allow investment in such securities without
adversely affecting the Trust's status as a regulated investment company.
The MMCI Subsidiary Trust is not taxed as a regulated investment company.
Accordingly, prior to the Trust receiving any distributions from the MMCI
Subsidiary Trust, all of the MMCI Subsidiary Trust's taxable income and
realized gains, including non-qualified income and realized gains, is subject
to taxation at prevailing corporate tax rates. For the three months ended
March 31, 2009, the MMCI Subsidiary Trust has accrued income tax expense of
$810.
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES -- AN
INTERPRETATION OF FASB STATEMENT NO. 109 ("FIN 48"). Management has analyzed
the Trust's tax positions taken on federal income tax returns for all open
tax years and has concluded that as of March 31, 2009, no provision for
uncertain income tax positions would be required in the Trust's financial
statements. The Trust's federal and state income and federal excise tax
returns for tax years for which the applicable statutes of limitations have
not expired are subject to examination by the Internal Revenue Service and
state departments of revenue.
E. DISTRIBUTIONS TO SHAREHOLDERS:
The Trust records distributions to shareholders from net investment income
and net realized gains, if any, on the ex-dividend date. The Trust's net
investment income dividend is declared four times per year, in April, July,
October, and December. The Trust's net realized capital gain distribution, if
any, is declared in December.
F. EXPENSE REDUCTION:
Citibank, N.A. ("Citibank") serves as custodian to the Trust. Pursuant to the
custodian agreement, Citibank receives a fee reduced by credits on cash
balances the Trust maintains with Citibank. All credit balances, if any, used
to reduce the Trust's custodian fees are reported as fees paid indirectly on
the Statement of Operations. For the three months ended March 31, 2009, there
were no credit balances used to reduce custodian fees.
3. INVESTMENT SERVICES CONTRACT
A. SERVICES:
Under an Investment Services Contract (the "Contract") with the Trust, Babson
Capital agrees to use its best efforts to present to the Trust a continuing
and suitable investment program consistent with the investment objectives and
policies of the Trust. Babson Capital represents the Trust in any
negotiations with issuers, investment banking firms, securities brokers or
dealers and other institutions or investors relating to the Trust's
investments. Under the Contract, Babson Capital also provides administration
of the day-to-day operations of the Trust and provides the Trust with office
space and office equipment, accounting and bookkeeping services, and
necessary executive, clerical and secretarial personnel for the performance
of the foregoing services.
B. FEE:
For its services under the Contract, Babson Capital is paid a quarterly
investment advisory fee of 0.3125% of the net asset value of the Trust as of
the last business day of each fiscal quarter, which is approximately equal to
1.25% annually. A majority of the Trustees, including a majority of the
Trustees who are not interested persons of the Trust or of Babson Capital,
approve the valuation of the Trust's net assets as of such day.
4. SENIOR SECURED INDEBTEDNESS
MassMutual holds the Trust's $30,000,000 Senior Fixed Rate Convertible Note
(the "Note") issued by the Trust on November 15, 2007. The Note, is due
November 15, 2017 and accrues interest at 5.28% per annum. MassMutual, at its
option, can convert the principal amount of the Note into common shares. The
dollar amount of principal would be converted into an equivalent dollar
amount of common shares based upon the
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37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
average price of the common shares for ten business days prior to the notice
of conversion. For the three months ended March 31, 2009, the Trust incurred
total interest expense on the Note of $396,000.
The Trust may redeem the Note, in whole or in part, at the principal amount
proposed to be redeemed together with the accrued and unpaid interest thereon
through the redemption date plus a Make Whole Premium. The Make Whole Premium
equals the excess of (i) the present value of the scheduled payments of
principal and interest which the Trust would have paid but for the proposed
redemption, discounted at the rate of interest of U.S. Treasury obligations
whose maturity approximates that of the Note plus 0.50% over (ii) the
principal of the Note proposed to be redeemed.
5. PURCHASES AND SALES OF INVESTMENTS
FOR THE THREE
MONTHS ENDED
3/31/2009
COST OF PROCEEDS FROM
INVESTMENTS SALES OR
ACQUIRED MATURITIES
-------- ----------
Corporate restricted securities $8,509,407 $5,165,646
Corporate public securities 543,676 1,686,527
The aggregate cost of investments is substantially the same for financial
reporting and federal income tax purposes as of March 31, 2009. The net
unrealized depreciation of investments for financial reporting and federal
tax purposes as of March 31, 2009 is $56,331,706 and consists of $14,202,706
appreciation and $70,534,412 depreciation.
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MassMutual Corporate Investors
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
MassMutual Corporate Investors offers a Dividend Reinvestment and Share Purchase
Plan. The Plan provides a simple way for shareholders to add to their holdings
in the Trust through the receipt of dividend shares issued by the Trust or
through the investment of cash dividends in Trust shares purchased in the open
market. A shareholder may join the Plan by filling out and mailing an
authorization card to Shareholder Financial Services, Inc., the Transfer Agent.
Participating shareholders will continue to participate until they notify the
Transfer Agent, in writing, of their desire to terminate participation. Unless a
shareholder elects to participate in the Plan, he or she will, in effect, have
elected to receive dividends and distributions in cash. Participating
shareholders may also make additional contributions to the Plan from their own
funds. Such contributions may be made by personal check or other means in an
amount not less than $10 nor more than $5,000 per quarter. Cash contributions
must be received by the Transfer Agent at least five days (but no more then 30
days) before the payment date of a dividend or distributions.
Whenever the Trust declares a dividend payable in cash or shares, the Transfer
Agent, acting on behalf of each participating shareholder, will take the
dividend in shares only if the net asset value is lower than the market price
plus an estimated brokerage commission as of the close of business on the
valuation day. The valuation day is the last day preceding the day of dividend
payment.
When the dividend is to be taken in shares, the number of shares to be received
is determined by dividing the cash dividend by the net asset value as of the
close of business on the valuation date or, if greater than net asset value, 95%
of the closing share price. If the net asset value of the shares is higher than
the market value plus an estimated commission, the Transfer Agent, consistent
with obtaining the best price and execution, will buy shares on the open market
at current prices promptly after the dividend payment date.
The reinvestment of dividends does not, in anyway, relieve participating
shareholders of any federal, state or local tax. For federal income tax
purposes, the amount reportable in respect of a dividend received in
newly-issued shares of the Trust will be the fair market value of the shares
received, which will be reportable as ordinary income and/or capital gains.
As compensation for its services, the Transfer Agent receives a fee of 5% of any
dividend and cash contribution (in no event in excess of $2.50 per distribution
per shareholder.)
Any questions regarding the Plan should be addressed to Shareholder Financial
Services, Inc., Agent for MassMutual Corporate Investors' Dividend Reinvestment
and Share Purchase Plan, P.O. Box 173673, Denver, CO 80217-3673.
MEMBERS OF THE BOARD OFFICERS
OF TRUSTEES
Donald Glickman Clifford M. Noreen
Chairman
Robert E. Joyal
Michael L. Klofas
William J. Barrett President
Michael H. Brown* James M. Roy
Vice President & Chief
Donald E. Benson* Financial Officer
Dr. Corine T. Norgaard* Patricia J. Walsh
Vice President, Secretary
Clifford M. Noreen & Chief Legal Officer
Martin T. Hart Jill A. Fields
Vice President
Maleyne M. Syracuse
Michael P. Hermsen
*Member of the Audit committee Vice President
Mary Wilson Kibbe
Vice President
Richard E. Spencer, II
Vice President
Daniel J. Florence
Treasurer
John T. Davitt, Jr.
Comptroller
Melissa M. LaGrant
Chief Compliance Officer
MassMutual
Corporate Investors
CI3554