UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-2183
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MassMutual Corporate Investors
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(Exact name of registrant as specified in charter)
1500 Main Street, P.O. Box 15189, Springfield, MA 01115-5189
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(Address of principal executive offices) (Zip code)
Patricia J. Walsh, Vice President, Secretary and Chief Legal Officer
1500 Main Street, Suite 2800, P.O. Box 15189, Springfield, MA 01115-5189
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(Name and address of agent for service)
Registrant's telephone number, including area code: 413-226-1000
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Date of fiscal year end: 12/31
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Date of reporting period: 06/30/09
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORT TO STOCKHOLDERS.
Attached hereto is the semi-annual shareholder report transmitted to
shareholders pursuant to Rule 30e-1 of the Investment Company Act of
1940, as amended.
MASSMUTUAL
CORPORATE INVESTORS
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REPORT FOR THE
FOR THE SIX MONTHS ENDED JUNE 30, 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
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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
TO OUR SHAREHOLDERS MassMutual Corporate Investors
July 31, 2009
We are pleased to present the June 30, 2009 Quarterly Report of MassMutual
Corporate Investors (the "Trust").
The Board of Trustees declared a quarterly dividend of 54 cents per share,
payable on August 14, 2009 to shareholders of record on August 3, 2009. The
Trust had previously paid a 54 cent per share dividend for the preceding
quarter.
U.S. equity markets, as approximated by the Russell 2000 Index, increased 20.69%
for the quarter. U.S. fixed income markets, as approximated by the Barclays
Capital U.S. Corporate High Yield Index, increased 23.07% for the quarter.
Middle market buyout activity increased moderately during the second quarter as
the financial markets continued to stabilize. However, senior lending capacity,
one of the key drivers of buyout activity, continues to be limited as banks and
other senior capital providers refrain from taking risk. Until senior lending
capacity expands, we expect middle market buyout activity to remain sluggish.
During the quarter, we closed on two new investments and two add-on investments
in existing portfolio companies. Shortly after quarter end, we closed on two
additional new investments. While we are pleased with these additions to the
portfolio, as new investments continue to be more conservatively structured and
attractively priced than has been the market norm for the past few years, we do
not expect a sustained rebound in new investment activity for the foreseeable
future. We continue to spend considerable time working with our existing
portfolio companies. The current weak economic conditions and the difficult
banking environment is negatively impacting the ability of many of our portfolio
companies to service their debts. We expect this to continue to be the case for
at least the rest of 2009. We did have one portfolio company sold during the
quarter and we realized a gain on our investment. However, we expect realization
activity to remain slow until credit availability improves.
During the quarter, the Trust made private placement investments in two new
issuers and two "follow-on" investments, totaling approximately $4.6 million.
The follow-on investments purchased by the Trust were K P I Holdings, Inc. and
Postle Aluminum Company LLC. The two new issuers were Apex Analytix Holding
Corporation and Telecorps Holdings, Inc. The weighted average coupon of these
investments was 12.64% (A brief description of these investments can be found in
the Consolidated Schedule of Investments.)
During the quarter ended June 30, 2009, net assets of the Trust increased to
$212,219,120 or $22.77 per share compared to $200,245,499 or $21.49 per share on
March 31, 2009, which translates into an 8.60% 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 -6.00%, 2.97%, 10.23%, 10.36%, and
14.01% for the 1-, 3-, 5-, 10-, and 25-year time periods, respectively, based on
the change in the Trust's net assets assuming the reinvestment of all dividends.
The Trust earned 49 cents per share of net investment income for the quarter,
compared to 57 cents per share in the previous quarter.
During the quarter ended June 30, 2009, the market price of the Trust increased
41.3% from $16.99 per share to $24.00 per share. The Trust's market price of
$24.00 per share equates to a 5.4% premium to the June 30, 2009 net asset value
per share. The Trust's average quarter-end premium for the 3, 5 and 10-year
periods was 7.7%, 9.2% and 5.7%, respectively.
Thank you for your continued interest in and support of MassMutual Corporate
Investors.
Sincerely,
/s/ Michael L. Klofas
Michael L. Klofas
President
PORTFOLIO COMPOSITION AS OF 6/30/09*
[PIE CHART APPEARS HERE]
PRIVATE / 144A HIGH PUBLIC HIGH YIELD
YIELD DEBT DEBT
66.6% 17.6%
PRIVATE / RESTRICTED PUBLIC EQUITY
EQUITY 1.1%
13.0%
CASH & SHORT TERM
INVESTMENTS
1.7%
* 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
JUNE 30, 2009
(UNAUDITED)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost - $222,258,662) $ 188,674,198
Corporate public securities at market value
(Cost - $56,069,298) 44,211,690
Short-term securities at amortized cost 3,275,000
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236,160,888
Cash 770,848
Interest and dividends receivable 6,136,613
Receivable for investments sold 127,205
Prepaid taxes 250,000
Other assets 12,648
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TOTAL ASSETS 243,458,202
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LIABILITIES:
Payable for investments purchased 82,721
Investment advisory fee payable 663,185
Note payable 30,000,000
Interest payable 202,105
Accrued expenses 176,746
Other payables 114,325
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TOTAL LIABILITIES 31,239,082
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TOTAL NET ASSETS $ 212,219,120
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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 8,064,210
Accumulated net realized loss on investments (313,430)
Net unrealized depreciation of investments (45,442,072)
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TOTAL NET ASSETS $ 212,219,120
=============
COMMON SHARES ISSUED AND OUTSTANDING 9,319,509
=============
NET ASSET VALUE PER SHARE $ 22.77
=============
See Notes to Consolidated Financial Statements
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2
CONSOLIDATED STATEMENT OF OPERATIONS MassMutual Corporate Investors
FOR THE SIX MONTHS ENDED JUNE 30, 2009
(UNAUDITED)
INVESTMENT INCOME:
Interest $ 12,315,656
Dividends 18,584
Other 31,011
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TOTAL INVESTMENT INCOME 12,365,251
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EXPENSES:
Investment advisory fees 1,288,952
Interest 792,000
Trustees' fees and expenses 109,200
Professional fees 84,000
Reports to shareholders 60,000
Custodian fees 15,000
Transfer agent/registrar's expenses 12,000
Other 82,186
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TOTAL EXPENSES 2,443,338
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INVESTMENT INCOME - NET 9,921,913
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NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments before taxes 1,434,986
Income tax expense (10,479)
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Net realized gain on investments after taxes 1,424,507
Net change in unrealized depreciation of investments (2,238,284)
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NET LOSS ON INVESTMENTS (813,777)
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NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 9,108,136
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See Notes to Consolidated Financial Statements
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3
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009
(UNAUDITED)
NET DECREASE IN CASH:
Cash flows from operating activities:
Purchases/Proceeds/Maturities from short-term portfolio
securities, net $ 2,975,050
Purchases of portfolio securities (19,447,725)
Proceeds from disposition of portfolio securities 17,773,705
Interest, dividends, and other income received 9,364,454
Interest expense paid (792,000)
Operating expenses paid (1,647,599)
Income taxes paid (26,479)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 8,199,406
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Cash flows from financing activities:
Cash dividends paid from net investment income (10,065,070)
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NET CASH USED FOR FINANCING ACTIVITIES (10,065,070)
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NET DECREASE IN CASH (1,865,664)
Cash - beginning of year 2,636,512
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CASH - END OF PERIOD $ 770,848
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RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 9,108,136
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Decrease in investments 1,630,325
Increase in interest and dividends receivable (2,689,120)
Decrease in receivable for investments sold 58,212
Increase in other assets (12,648)
Increase in payable for investments purchased 79,143
Increase in investment advisory fee payable 12,737
Increase in accrued expenses 3,650
Decrease in accrued taxes payable (16,000)
Increase in other payables 24,971
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TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (908,730)
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NET CASH PROVIDED BY OPERATING ACTIVITIES $ 8,199,406
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See Notes to Consolidated Financial Statements
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4
CONSOLIDATED STATEMENTS MassMutual Corporate Investors
OF CHANGES IN NET ASSETS
For the six
months ended For the
06/30/09 year ended
(Unaudited) 12/31/08
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INCREASE (DECREASE) IN NET ASSETS:
Operations:
Investment income - net $ 9,921,913 $ 21,472,294
Net realized gain (loss) on investments 1,424,507 (2,459,420)
Net change in unrealized depreciation of investments (2,238,284) (44,140,369)
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Net increase (decrease) in net assets resulting from
operations 9,108,136 (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
(2009 - $0.54 per share; 2008 - $2.16 per share) (5,032,535) (20,078,868)
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TOTAL INCREASE (DECREASE) IN NET ASSETS 4,075,601 (43,019,503)
NET ASSETS, BEGINNING OF YEAR 208,143,519 251,163,022
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NET ASSETS, END OF PERIOD/YEAR (including undistributed net
investment income of $8,064,210 and $3,174,832 respectively) $ 212,219,120 $ 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 six months For the years ended December 31,
ended 06/30/2009 -----------------------------------------------------------------------
(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) 1.06 2.31 2.56 2.27 2.03 2.00
Net realized and unrealized
gain (loss) on investments (0.08) (5.02) (0.35) 1.62 1.96(b) 2.64
----------- ----------- ----------- ----------- ----------- -----------
Total from investment operations 0.98 (2.71) 2.21 3.89 3.99 4.64
----------- ----------- ----------- ----------- ----------- -----------
Dividends from net investment
income to common shareholders (0.54) (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 (0.54) (2.15) (2.53) (2.44) (2.27) (2.14)
----------- ----------- ----------- ----------- ----------- -----------
Net asset value: End of period/year $ 22.77 $ 22.33 $ 27.19 $ 27.51 $ 26.06 $ 24.34
----------- ----------- ----------- ----------- ----------- -----------
Per share market value:
End of period/year $ 24.00 $ 19.25 $ 30.20 $ 34.89 $ 30.05 $ 28.50
=========== =========== =========== =========== =========== ===========
Total investment return
Net asset value (c) 4.51% (10.34%) 8.72% 18.06% 20.04% 22.76%
Market value 27.78% (30.44%) (8.78%) 29.04% 16.95% 36.10%
Net assets (in millions):
End of period/year $ 212.22 $ 208.14 $ 251.16 $ 251.69 $ 236.28 $ 218.51
Ratio of operating expenses
to average net assets 1.61%(d) 1.49% 1.55% 1.43% 1.78% 1.93%
Ratio of interest expense
to average net assets 0.77%(d) 0.67% 0.59% 0.60% 0.73% 0.77%
Ratio of income tax expense
to average net assets (e) 0.01%(d) 0.00% 0.35% 2.46% 2.84% 0.69%
Ratio of total expenses before custodian
fee reduction to average net assets (e) 2.39%(d) 2.16% 2.49% 4.53% 5.36% 3.39%
Ratio of net expenses after custodian fee
reduction to average net assets (e) 2.39%(d) 2.16% 2.49% 4.49% 5.35% 3.39%
Ratio of net investment income
to average net assets 9.65%(d) 9.01% 9.17% 8.19% 7.98% 8.68%
Portfolio turnover 8% 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 $ 8,074 $ 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
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES - 88.91%:(A) PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
PRIVATE PLACEMENT INVESTMENTS - 84.08%
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 $ 2,441,340 11/21/07 $ 2,389,139 $ 2,433,500
Limited Partnership Interest (B) 23.16% int. 11/21/07 224,795 199,725
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2,613,934 2,633,225
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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 1,168,632
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
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1,252,308 1,302,029
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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 -- 22,796
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 2,323 shs. 04/08/04 -- 2,240,519
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2,125,000 4,388,315
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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 05/15/08 720,300 690,163
13% Senior Subordinated Note due 2015 $ 735,000 05/15/08 664,475 673,751
Common Stock (B) 105,000 shs. 05/15/08 105,000 --
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 36,923 shs. 05/15/08 62,395 --
------------- -------------
1,552,170 1,363,914
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ADVANCED TECHNOLOGIES HOLDINGS
A provider of factory maintence services to industrial companies.
15% Senior Subordinated Note due 2013 $ 2,134,244 12/27/07 2,091,037 2,122,027
Preferred Stock (B) 1,031 shs. 12/27/07 510,000 518,270
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2,601,037 2,640,297
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7
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 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 $ 1,657,228
14% Senior Subordinated Note due 2015 $ 1,260,000 03/09/07 1,145,612 1,272,600
Common Stock (B) 262,500 shs. 03/09/07 262,500 536,610
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 66,116 shs. 03/09/07 111,527 135,156
------------- -------------
3,122,727 3,601,594
------------- -------------
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 1,041,298 1,136,886
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
------------- -------------
1,263,974 1,264,861
------------- -------------
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 3,265,738
Preferred Class A Unit (B) 3,223 uts. ** 322,300 322,300
Preferred Class B Unit (B) 1,526 uts. 06/09/08 152,626 152,626
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 3,740,664
------------- -------------
APEX ANALYTIX HOLDING CORPORATION
A provider of audit recovery and fraud detection services and software to commercial and retail businesses in the U.S. and Europe.
12.5% Senior Subordinated Note due 2016 $ 1,912,500 04/28/09 1,570,814 1,969,875
Preferred Stock Series B (B) 3,065 shs. 04/28/09 306,507 31
Common Stock (B) 1,366 shs. 04/28/09 1,366 14
------------- -------------
1,878,687 1,969,920
------------- -------------
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 1,568,791 1,383,511
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 --
------------- -------------
2,178,259 1,383,511
------------- -------------
* 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)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 2,167,607 $ 2,129,879
Preferred Stock Class A (B) 879 shs. 06/30/06 268,121 47,715
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 16,769
------------- -------------
2,528,116 2,194,363
------------- -------------
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 08/07/08 735,855 692,224
12.5% Senior Subordinated Note due 2015 $ 750,872 08/07/08 683,507 665,350
Common Stock (B) 73,256 shs. 08/07/08 73,256 --
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 57,600 shs. 08/07/08 57,689 --
------------- -------------
1,550,307 1,357,574
------------- -------------
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 2,472,000
Preferred Stock (B) 277 shs. 12/02/08 276,900 263,055
------------- -------------
2,502,000 2,735,055
------------- -------------
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 1,246,683
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 1,304,370
------------- -------------
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 1,915,163
Limited Liability Company Unit Class A (B) 156,046 uts. 01/12/07 156,046 --
Limited Liability Company Unit Class C (B) 112,873 uts. 01/12/07 112,873 --
------------- -------------
2,502,121 1,915,163
------------- -------------
* 12/30/97 and 05/29/99.
---------------------------------------------------------------------------------------------------------------------------------
9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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. 07/05/07 300,168 887,930
Common Stock (B) 718 shs. 07/05/07 7 7
Limited Partnership Interest (B) 12.64% int. * 189,586 --
------------- -------------
1,190,153 2,603,184
------------- -------------
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 2,457,785 2,550,000
Warrant, exercisable until 2013, to purchase
common stock at $.001 per share (B) 20 shs. 08/04/05 137,166 159,818
------------- -------------
2,594,951 2,709,818
------------- -------------
CRANE RENTAL CORPORATION
A crane rental company.
13% Senior Subordinated Note due 2015 $ 2,295,000 08/21/08 2,069,901 2,340,900
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
------------- -------------
2,519,727 2,584,511
------------- -------------
DAVIS-STANDARD LLC
A manufacturer, assembler, and installer of a broad range of capital equipment that is used in the extrusion, conversion,
processing of plastic materials.
12% Senior Subordinated Note due 2014 $ 1,847,826 10/30/06 1,748,019 1,822,386
Limited Partnership Interest (B) 1.82% int. 10/30/06 702,174 1,221,011
Warrant, exercisable until 2014, to purchase
preferred stock at $.01 per share (B) 50 shs. 10/30/06 49,830 63,566
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 34 shs. 10/30/06 34,000 112,749
------------- -------------
2,534,023 3,219,712
------------- -------------
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
Warrants, 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
------------- -------------
* 08/12/04 and 01/14/05.
** 10/24/96 and 08/28/98.
---------------------------------------------------------------------------------------------------------------------------------
10
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 532,489
13% Senior Subordinated Note due 2014 $ 855,000 11/01/06 777,781 837,820
Common Stock (B) 180,000 shs. 11/01/06 180,000 135,408
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 56,514 shs. 11/01/06 78,160 42,514
------------- -------------
1,567,841 1,548,231
------------- -------------
DWYER GROUP, INC.
A franchiser of a variety of home repair services.
Common Stock (B) 6,906 shs. * 690,600 1,187,025
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 2,034 shs. 10/30/03 186,469 349,540
------------- -------------
877,069 1,536,565
------------- -------------
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 $ 2,286,690 01/08/08 2,244,474 2,174,872
Common Stock (B) 660 shs. 01/08/08 329,990 138,368
------------- -------------
2,574,464 2,313,240
------------- -------------
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 77,208 313,166
------------- -------------
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 $ 2,160,039 10/06/08 2,115,724 2,096,940
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
------------- -------------
2,552,867 2,512,251
------------- -------------
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 2,220,452 1,195,313
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 --
------------- -------------
2,502,175 1,195,313
------------- -------------
* 10/30/03 and 01/02/04.
---------------------------------------------------------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 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 $ 459,193
14% Senior Subordinated Note due 2014 $ 555,059 04/13/06 508,562 --
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 --
------------- -------------
1,571,040 459,193
------------- -------------
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 218,167 12/31/08 181,227 174,533
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 --
------------- -------------
2,055,477 1,704,533
------------- -------------
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 --
------------- -------------
* 09/18/07 and 06/27/08.
---------------------------------------------------------------------------------------------------------------------------------
12
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 * 1,925,180 1,979,241
Common Stock (B) 63 shs. * 62,742 51,733
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 200 shs. * 199,501 164,501
------------- -------------
2,187,423 2,195,475
------------- -------------
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 2,020,882
Common Stock (B) 474 shs. 08/19/08 474,419 379,536
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 123 shs. 08/19/08 113,773 1
------------- -------------
2,508,489 2,400,419
------------- -------------
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 2,077 110,518
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 20 shs. 02/27/07 612 32,550
------------- -------------
2,689 143,068
------------- -------------
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 --
------------- -------------
JASON, INC.
A diversified manufacturing company serving various industrial markets.
13% Senior Subordinated Note due 2010 $ 963,687 08/04/00 936,985 578,212
Limited Partnership Interest of
Saw Mill Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,479 --
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 --
------------- -------------
1,938,876 578,212
------------- -------------
* 06/30/04 and 08/19/04.
---------------------------------------------------------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 1,543,793 $ 1,592,070
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 1,121 shs. 12/15/04 101,109 197,044
------------- -------------
1,644,902 1,789,114
------------- -------------
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 $ 2,410,220 10/15/07 2,361,654 2,376,029
Common Stock (B) 220,673 shs. 10/15/07 220,673 133,843
------------- -------------
2,582,327 2,509,872
------------- -------------
K N B HOLDINGS CORPORATION
A designer, manufacturer and marketer of products for the custom framing market.
13.5% Senior Subordinated Note due 2013 $ 2,530,561 05/25/06 2,431,739 2,277,505
Common Stock (B) 134,210 shs. 05/25/06 134,210 --
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 82,357 shs. 05/25/06 71,534 --
------------- -------------
2,637,483 2,277,505
------------- -------------
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 1,579,892
Convertible Preferred Stock Series C (B) 55 shs. 06/30/09 55,435 41,250
Common Stock (B) 443 shs. 07/15/08 443,478 110,870
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 96 shs. 07/16/08 96,024 1
------------- -------------
2,563,305 1,732,013
------------- -------------
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 $ 2,499,788 03/14/07 2,293,176 1,999,830
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 --
------------- -------------
2,687,436 1,999,830
------------- -------------
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 $ 2,253,480 12/20/07 2,211,589 2,292,563
Preferred Stock (B) 363,260 shs. 12/20/07 363,260 401,995
Common Stock (B) 102,616 shs. 12/20/07 1,026 75,930
------------- -------------
2,575,875 2,770,488
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
14
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 1,224,026 09/12/08 $ 1,133,752 $ 1,253,123
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
------------- -------------
1,260,037 1,310,799
------------- -------------
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 05/04/07 912,469 973,269
Limited Liability Company Unit (B) 24,109 uts. * 314,464 336,214
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 3,375 shs. 05/04/07 43,031 47,067
------------- -------------
1,269,964 1,356,550
------------- -------------
MAVERICK ACQUISITION COMPANY
A manufacturer of capsules that cover the cork and neck of wine bottles.
7.1% Senior Secured Tranche A Note due 2010 (C) $ 334,389 09/03/04 334,389 331,878
12.5% Senior Secured Tranche B Note due 2011 $ 313,433 09/03/04 296,229 294,942
7.72% Senior Secured Revolver due 2009 (C) $ 50,932 09/03/04 50,932 50,809
Limited Partnership Interest (B) 7.84% int. 09/03/04 58,769 12,343
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 425 shs. 09/03/04 39,473 8,918
------------- -------------
779,792 698,890
------------- -------------
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 $ 1,157,842 08/29/08 1,022,978 1,180,999
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
------------- -------------
1,269,829 1,301,453
------------- -------------
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 2,125,505
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 2,495,040
------------- -------------
* 05/04/07 and 01/02/08.
---------------------------------------------------------------------------------------------------------------------------------
15
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 * $ 2,568,113 $ 2,739,326
Common Stock (B) 450 shs. * 450,000 790,629
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 164 shs. * 162,974 288,105
------------- -------------
3,181,087 3,818,060
------------- -------------
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 2,220,868 2,320,028
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 --
------------- -------------
2,513,983 2,587,760
------------- -------------
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. 08/04/06 106,153 237,618
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 1,107 shs. 08/04/06 107,109 247,688
------------- -------------
213,262 485,306
------------- -------------
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 2,397,768 2,040,000
14% PIK Note due 2014 $ 570,531 07/25/08 502,925 456,425
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 152 shs. 03/31/06 138,125 --
------------- -------------
3,038,818 2,496,425
------------- -------------
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 --
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 --
------------- -------------
* 08/12/05 and 09/11/06.
---------------------------------------------------------------------------------------------------------------------------------
16
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
NABCO, INC.
A producer of explosive containment vessels in the United States.
14% Senior Subordinated Note due 2014 $ 815,419 02/24/06 $ 698,409 $ 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 --
------------- -------------
1,561,007 407,710
------------- -------------
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 2010 $ 151,686 11/14/08 151,686 151,737
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 --
------------- -------------
2,045,665 304,039
------------- -------------
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 2,167,500
Common Stock (B) 425,000 shs. 08/02/07 425,000 686,379
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 119,360 shs. 08/02/07 194,257 192,768
------------- -------------
2,507,500 3,046,647
------------- -------------
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 1,266,324
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 7,695
Preferred Stock Class A (B) 1 sh. 12/18/08 1,370 686
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 91 shs. 02/02/07 90,830 --
------------- -------------
2,536,117 1,274,705
------------- -------------
* 02/24/06 and 06/22/07.
---------------------------------------------------------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 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 $ 337,096 01/03/06 332,040 332,700
13% Senior Subordinated Note due 2013 $ 687,241 01/03/06 631,145 672,575
Common Stock (B) 322,307 shs. 01/03/06 322,307 180,399
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 75,378 shs. 01/03/06 62,824 42,190
------------- -------------
1,348,316 1,227,864
------------- -------------
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. 01/17/06 572,115 970,143
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 619 shs. 01/17/06 170,801 163,794
------------- -------------
742,916 1,133,937
------------- -------------
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 $ 2,301,173 07/03/06 2,203,781 2,324,185
Preferred Unit (B) 382 uts. 07/03/06 382,150 516,359
Preferred Unit (B) 69 uts. 07/03/06 68,790 92,949
Common Unit Class I (B) 148 uts. 07/03/06 -- 137,288
Common Unit Class L (B) 31 uts. 07/03/06 -- 29,013
------------- -------------
2,654,721 3,099,794
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
18
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 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 $ 2,178,655 $ 2,295,000
Preferred Stock (B) 36 shs. 03/31/06 329,596 431,095
Common Stock (B) 23 shs. 03/31/06 25,500 73,995
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 13 shs. 03/31/06 11,122 43,043
------------- -------------
2,544,873 2,843,133
------------- -------------
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 1,242,914 1,271,176
Limited Liability Company Unit (B) 1,754,707 uts. 04/27/07 63,233 --
------------- -------------
1,306,147 1,271,176
------------- -------------
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 2,034,231 2,071,853
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 148,370
------------- -------------
2,299,856 2,220,223
------------- -------------
PEARLMAN ENTERPRISES, INC.
A developer and distributor of tools, equipment, and supplies to the natural and engineered stone industry.
Preferred Stock Series A (B) 2,334 shs. 05/22/09 111,508 --
Preferred Stock Series B (B) 13,334 shs. 05/22/09 547,872 --
Common Stock (B) 40,540 shs. 05/22/09 1,877,208 --
------------- -------------
2,536,588 --
------------- -------------
POSTLE ALUMINUM COMPANY LLC
A manufacturer and distributor of aluminum extruded products.
3% Senior Subordinated PIK Note due 2014 $ 2,205,977 10/02/06 2,016,195 551,494
Limited Liability Company Unit Class A 1,384 uts. 10/02/06 510,000 --
Limited Liability Company Unit 143 uts. 05/22/09 72,042 67,828
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 8,595 shs. 10/02/06 124,644 --
------------- -------------
2,722,881 619,322
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 2,174,453 $ 2,419,535
Limited Partnership Interest (B) 23.70% int. 02/11/08 177,729 90,682
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 1,322 shs. 02/11/08 167,588 226,374
------------- -------------
2,519,770 2,736,591
------------- -------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake and chassis products.
12% Senior Subordinated Note due 2012 $ 1,742,711 05/28/04 1,590,132 1,733,973
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 --
------------- -------------
2,322,017 1,733,973
------------- -------------
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 2,199,971
Limited Liability Company Unit (B) 2,828 uts. 12/15/06 282,810 181,543
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 3 shs. 12/15/06 131,483 85,612
------------- -------------
2,504,656 2,467,126
------------- -------------
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 2,465,347
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 6 shs. 01/18/08 31,089 67,634
------------- -------------
2,499,000 2,532,981
------------- -------------
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 2,130,928 2,283,244
Common Stock (B) 289,362 shs. 02/10/06 289,362 407,466
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 131,555 shs. 02/10/06 119,796 185,250
------------- -------------
2,540,086 2,875,960
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
20
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 1,012,061 $ 1,001,696
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 140 shs. 11/14/03 122,946 --
------------- -------------
1,135,007 1,001,696
------------- -------------
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. 06/02/99 256,212 553,136
------------- -------------
SAVAGE SPORTS HOLDING, INC.
A manufacturer of sporting firearms.
12% Senior Subordinated Note due 2012 $ 1,538,793 09/10/04 1,475,970 1,503,035
Common Stock (B) 612 shs. * 642,937 970,792
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 134 shs. 09/10/04 113,578 211,956
------------- -------------
2,232,485 2,685,783
------------- -------------
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 2,104,498 2,491,808
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
------------- -------------
2,516,871 2,616,043
------------- -------------
SMART SOURCE HOLDINGS LLC
A short-term computer rental company.
12% Senior Subordinated Note due 2015 $ 2,223,076 ** 2,036,293 2,173,456
Limited Liability Company Unit (B) 619 uts. ** 637,996 699,933
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 157 shs. ** 164,769 177,317
------------- -------------
2,839,058 3,050,706
------------- -------------
SPECIALTY COMMODITIES, INC.
A distributor of specialty food ingredients.
13.25% Senior Subordinated Note due 2016 $ 2,269,352 10/23/08 2,127,357 2,329,870
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
------------- -------------
2,528,007 2,614,981
------------- -------------
* 09/10/04 and 10/05/07.
** 08/31/07 and 03/06/08.
---------------------------------------------------------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 2,123,835 $ 2,042,628
Common Stock (B) 311 shs. 08/01/06 310,976 161,449
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 104 shs. 08/01/06 93,293 53,770
------------- -------------
2,528,104 2,257,847
------------- -------------
SYNTERACT HOLDINGS CORPORATION
A provider of outsourced clinical trial management services to pharmaceutical and biotechnology companies.
14% Senior Subordinated Note due 2016 $ 2,571,835 09/02/08 2,401,378 2,578,244
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
------------- -------------
2,526,594 2,578,385
------------- -------------
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 2,546,602
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 9 shs. 01/14/08 88,054 74,546
------------- -------------
2,499,000 2,621,148
------------- -------------
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 2,217,385
Common Stock (B) 2,203 shs. 10/14/05 2,203 740,033
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 1,192 shs. 09/30/08 568,009 400,417
------------- -------------
2,522,328 3,357,835
------------- -------------
TELECORPS HOLDINGS, INC.
A provider of equipment and services to producers of television shows and motion pictures.
12.75% Senior Subordinated Note due 2016 $ 2,550,000 05/20/09 2,244,456 2,626,500
Warrant, exercisable until 2019, to purchase
common stock at $.01 per share (B) 6,000 shs. 05/20/09 254,544 60
------------- -------------
2,499,000 2,626,560
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
22
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 * $ 1,114,598 $ 929,688
6.75% Term Note due 2012 (C) $ 1,509,699 * 1,504,559 1,358,729
Limited Partnership Interest of
Saw Mill Capital Fund V, LLC (B) 3.97% int. ** 149,259 131,567
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 72 shs. 04/28/06 59,041 21,259
------------- -------------
2,827,457 2,441,243
------------- -------------
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 2,015,122
Series A Preferred Stock (B) 414 shs. 10/26/07 414,051 --
------------- -------------
2,516,414 2,015,122
------------- -------------
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 03/02/07 838,581 808,783
13% Senior Subordinated Note due 2014 $ 598,450 03/02/07 490,608 448,838
Common Stock (B) 125,199 shs. 03/02/07 125,199 --
Warrant, exercisable until 2014 to purchase
common stock at $.01 per share (B) 34,533 shs. 03/02/07 95,873 --
------------- -------------
1,550,261 1,257,621
------------- -------------
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 1,649,939 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 --
------------- -------------
1,946,135 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 1,678,554 1,690,450
Common Stock (B) 1,078 shs. *** 1,078,450 724,822
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 86 shs. 08/31/05 77,485 57,760
------------- -------------
2,834,489 2,473,032
------------- -------------
* 04/28/06 and 09/13/06.
** 03/01/05 and 10/10/08.
*** 08/31/05 and 04/30/07.
---------------------------------------------------------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 2,640,440 $ 2,712,000
Common Stock (B) 630 shs. 02/04/98 630,000 397,580
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 444 shs. 02/05/98 368,832 280,199
------------- -------------
3,639,272 3,389,779
------------- -------------
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 $ 526,041 12/30/08 131,510 131,510
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 -- --
------------- -------------
3,475,385 708,895
------------- -------------
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 68,059 266,043
------------- -------------
U M A ENTERPRISES, INC.
An importer and wholesaler of home decor products.
15% Senior Subordinated Note due 2015 $ 1,733,975 02/08/08 1,696,290 1,629,851
Convertible Preferred Stock (B) 887 shs. 02/08/08 886,956 142,137
------------- -------------
2,583,246 1,771,988
------------- -------------
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 1,774,585 1,599,785
Common Stock (B) 182 shs. 04/30/04 182,200 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 230 shs. 04/30/04 211,736 --
------------- -------------
2,168,521 1,599,785
------------- -------------
* 07/19/05 and 12/22/05.
---------------------------------------------------------------------------------------------------------------------------------
24
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 805,464
13% Senior Subordinated Note due 2014 $ 648,530 05/17/07 591,094 651,304
18% PIK Convertible Preferred Stock (B) 37,381 shs. 03/13/09 72,519 68,893
Common Stock (B) 123,529 shs. 05/17/07 123,529 139,285
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 35,006 shs. 05/17/07 55,055 39,471
------------- -------------
1,633,094 1,704,417
------------- -------------
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 1,805,097 1,807,788
Common Stock (B) 26,456 shs. * 264,558 244,751
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,787 shs. 09/24/04 186,883 220,060
------------- -------------
2,256,538 2,272,599
------------- -------------
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 $ 407,956 06/30/07 340,945 --
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 --
------------- -------------
2,421,320 --
------------- -------------
WAGGIN' TRAIN HOLDINGS LLC
A producer of premium quality meat dog treats.
14% Senior Subordinated Note due 2014 $ 2,197,573 11/15/07 2,151,640 2,208,977
Limited Liability Company Unit Class B (B) 423 uts. 11/15/07 422,652 471,319
Limited Liability Company Unit Class C (B) 423 uts. 11/15/07 -- 95,922
------------- -------------
2,574,292 2,776,218
------------- -------------
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 --
------------- -------------
* 09/24/04 and 12/22/06.
---------------------------------------------------------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
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 $ 1,619,041 $ 1,463,063
Common Stock (B) 191 shs. 11/30/06 191,250 --
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 95 shs. 11/30/06 86,493 --
------------- -------------
1,896,784 1,463,063
------------- -------------
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 1,065,903 1,036,636
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 --
------------- -------------
1,265,169 1,036,636
------------- -------------
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 $ 2,322,844 09/08/08 2,272,881 2,076,736
Common Stock (B) 283 shs. 09/08/08 283,333 --
------------- -------------
2,556,214 2,076,736
------------- -------------
TOTAL PRIVATE PLACEMENT INVESTMENTS (E) 210,340,006 178,434,469
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
26
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
SHARES OR
INTEREST DUE PRINCIPAL
CORPORATE RESTRICTED SECURITIES:(A) (Continued) RATE DATE AMOUNT COST FAIR VALUE
------ -------- ------------ ------------ ------------
RULE 144A SECURITIES - 4.83%:
BONDS - 4.80%
A M C Entertainment, Inc. 8.750% 06/01/19 $ 750,000 $ 731,931 $ 708,750
American Tire Distributor (C) 7.458 04/01/12 1,000,000 950,000 677,500
Cenveo Corporation 10.500 08/15/16 100,000 100,000 75,000
Charter Communications Op LLC 8.000 04/30/12 1,350,000 1,152,250 1,299,375
Compucom Systems, Inc. 12.500 10/01/15 1,330,000 1,290,657 1,100,575
Douglas Dynamics LLC 7.750 01/15/12 1,010,000 954,799 787,800
G F S I, Inc. (C) 10.500 06/01/11 715,000 685,658 529,100
General Motors Acceptance Corporation 7.750 01/19/10 815,000 733,174 794,625
H C A, Inc. 9.875 02/15/17 35,000 33,870 35,788
Harrah's Operating Escrow LLC 11.250 06/01/17 325,000 312,783 307,125
Intergen NV 9.000 06/30/17 750,000 743,918 710,625
Interpublic Group of Companies 10.000 07/15/17 75,000 73,469 76,125
Markwest Energy Operating Co. 6.875 11/01/14 70,000 54,798 58,100
MGM Mirage, Inc. 10.375 05/15/14 45,000 43,755 46,688
MGM Mirage, Inc. 11.125 11/15/17 75,000 73,024 79,500
Packaging Dynamics Corporation of America 10.000 05/01/16 1,200,000 1,195,026 396,000
RailAmerica, Inc. 9.250 07/01/17 300,000 287,777 289,500
Rite Aid Corporation 9.750 06/12/16 60,000 58,920 60,000
SandRidge Energy, Inc. 8.000 06/01/18 360,000 364,226 307,800
Solo Cup Co. 10.500 11/01/13 55,000 53,860 55,179
Speedway Motorsports, Inc. 8.750 06/01/16 70,000 67,802 70,875
Teck Cominco, Ltd. 9.750 05/15/14 50,000 47,687 52,250
Teck Cominco, Ltd. 10.250 05/15/16 75,000 71,046 78,750
Teck Cominco, Ltd. 10.750 05/15/19 65,000 61,706 70,200
Ticketmaster Entertainment, Inc. 10.750 08/01/16 500,000 500,000 445,000
Tunica-Biloxi Gaming Authority 9.000 11/15/15 1,075,000 1,101,093 946,000
United Rentals, Inc. 10.875 06/15/16 125,000 121,317 120,000
------------ ------------
TOTAL BONDS 11,864,546 10,178,230
------------ ------------
CONVERTIBLE PREFERRED STOCK - 0.00%
ETEX Corporation (B) 777 716 --
------------ ------------
TOTAL CONVERTIBLE PREFERRED STOCK 716 --
------------ ------------
---------------------------------------------------------------------------------------------------------------------------------
27
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
CORPORATE RESTRICTED SECURITIES:(A) (Continued) SHARES COST FAIR VALUE
------------ ------------ ------------
PREFERRED STOCK - 0.03%
Preferred Blocker, Inc. 143 $ 45,009 $ 61,499
TherOX, Inc. (B) 103 4,131 --
------------ ------------
TOTAL PREFERRED STOCK 49,140 61,499
------------ ------------
COMMON STOCK - 0.00%
Touchstone Health Partnership (B) 1,168 4,254 --
------------ ------------
TOTAL COMMON STOCK 4,254 --
------------ ------------
TOTAL RULE 144A SECURITIES 11,918,656 10,239,729
------------ ------------
TOTAL CORPORATE RESTRICTED SECURITIES $222,258,662 $188,674,198
------------ ------------
---------------------------------------------------------------------------------------------------------------------------------
28
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
INTEREST DUE PRINCIPAL
CORPORATE PUBLIC SECURITIES - 20.83%:(A) RATE DATE AMOUNT COST MARKET VALUE
------ -------- ------------ ------------ ------------
BONDS - 19.55%
A M C Entertainment, Inc. 11.000% 02/01/16 $ 1,315,000 $ 1,321,630 $ 1,272,263
Activant Solutions, Inc. 9.500 05/01/16 150,000 150,000 115,875
Appleton Papers, Inc. 8.125 06/15/11 300,000 300,000 195,000
Aramark Corporation (C) 4.528 02/01/15 200,000 200,000 162,500
Aramark Corporation 8.500 02/01/15 500,000 502,226 485,000
Bally Total Fitness Holdings Corporation (F) 14.000 10/01/13 104,062 74,053 10
Basic Energy Services 7.125 04/15/16 225,000 225,000 178,875
Berry Plastics Corporation (C) 5.881 02/15/15 500,000 475,146 441,250
Brigham Exploration Co. 9.625 05/01/14 1,200,000 1,167,903 822,000
Cenveo Corporation 7.875 12/01/13 1,300,000 1,192,500 910,000
Chaparral Energy, Inc. 8.875 02/01/17 1,500,000 1,491,780 930,000
Cincinnati Bell, Inc. 7.000 02/15/15 900,000 645,750 805,500
Community Health Systems, Inc. (C) 8.875 07/15/15 1,200,000 1,169,415 1,176,000
Corrections Corporation of America 7.750 06/01/17 150,000 145,704 147,750
Denbury Resources, Inc. 9.750 03/01/16 50,000 46,543 51,375
Dynegy Holdings, Inc. 7.750 06/01/19 830,000 564,400 646,363
El Paso Corporation 12.000 12/12/13 55,000 49,376 59,675
Ford Motor Credit Co. 8.000 06/01/14 275,000 226,179 224,125
Gencorp, Inc. 9.500 08/15/13 259,000 259,000 191,660
Goodyear Tire & Rubber Co. 10.500 05/15/16 100,000 95,900 101,000
Graham Packaging Corporation 8.500 10/15/12 280,000 268,800 270,200
Great Lakes Dredge & Dock Corporation 7.750 12/15/13 1,000,000 948,750 857,500
Hawker Beechcraft Acquisition Co. 9.750 04/01/17 1,000,000 1,008,678 420,000
Hughes Network Systems 9.500 04/15/14 1,325,000 1,345,143 1,291,875
Inergy LP 8.250 03/01/16 470,000 480,621 447,675
Intelsat Bermuda Ltd. 9.250 06/15/16 1,365,000 1,410,412 1,208,025
Interline Brands, Inc. 8.125 06/15/14 1,300,000 1,291,107 1,280,500
Kar Holdings, Inc. 8.750 05/01/14 50,000 50,000 42,875
Leucadia National Corporation 7.000 08/15/13 450,000 450,703 414,000
Liberty Media Corporation 5.700 05/15/13 1,000,000 951,610 865,000
Manitowoc Company, Inc. 7.125 11/01/13 200,000 200,000 147,750
Mariner Energy, Inc. 11.750 06/30/16 160,000 155,350 159,200
Markwest Energy Operating Co. 6.875 11/01/14 950,000 930,563 793,250
Markwest Energy Operating Co. 8.750 04/15/18 125,000 123,979 108,125
Mediacom Broadband LLC 8.500 10/15/15 1,250,000 975,000 1,190,625
N R G Energy, Inc. 8.500 06/15/19 200,000 196,696 193,000
Newark Group, Inc. 9.750 03/15/14 850,000 796,863 18,063
---------------------------------------------------------------------------------------------------------------------------------
29
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
INTEREST DUE PRINCIPAL
CORPORATE PUBLIC SECURITIES: (A) (Continued) RATE DATE AMOUNT COST MARKET VALUE
------ -------- ------------ ------------ ------------
Nortek, Inc. 10.000% 12/01/13 $ 175,000 $ 173,175 $ 140,438
North American Energy Partners 8.750 12/01/11 1,165,000 1,172,181 1,013,550
O E D Corp./Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 895,000
Owens Corning, Inc. 9.000 06/15/19 55,000 54,112 53,350
Pliant Corporation 11.125 09/01/09 550,000 539,000 1,375
Pliant Corporation (C) 11.850 07/15/09 1,111,500 1,079,596 741,926
Polypore, Inc. 8.750 05/15/12 1,460,000 1,410,050 1,293,925
Pregis Corporation 12.375 10/15/13 1,000,000 981,490 745,000
Quebecor Media, Inc. 7.750 03/15/16 1,050,000 978,235 951,563
Rental Service Corporation 9.500 12/01/14 500,000 484,253 401,250
Rock-Tenn Co. 9.250 03/15/16 1,075,000 1,113,470 1,093,813
Scholastic Corporation 5.000 04/15/13 1,500,000 1,278,750 1,222,500
Seneca Gaming Corporation 7.250 05/01/12 500,000 477,500 432,500
Sheridan Acquisition Corporation 10.250 08/15/11 375,000 370,001 225,000
Stanadyne Corporation 10.000 08/15/14 1,500,000 1,500,000 1,170,000
Stewart & Stevenson LLC 10.000 07/15/14 1,465,000 1,495,147 1,230,600
T X U Energy Company LLC 10.250 11/01/15 1,250,000 1,261,241 778,125
Tekni-Plex, Inc. 8.750 11/15/13 650,000 654,186 377,813
Tenneco, Inc. 8.125 11/15/15 1,100,000 540,000 869,000
Texas Industries, Inc. 7.250 07/15/13 70,000 70,000 62,825
Time Warner Telecom Holdings 9.250 02/15/14 1,000,000 1,008,275 992,500
Titan International, Inc. 8.000 01/15/12 1,070,000 1,062,100 968,350
Transdigm, Inc. 7.750 07/15/14 500,000 503,229 475,000
Trimas Corporation 9.875 06/15/12 1,073,000 982,375 922,780
Tube City IMS Corporation 9.750 02/01/15 1,500,000 1,483,896 918,750
United Components, Inc. 9.375 06/15/13 1,080,000 1,080,326 685,800
United Rentals, Inc. 6.500 02/15/12 1,125,000 815,625 1,091,250
Videotron, Ltd. 9.125 04/15/18 40,000 39,373 40,650
Virgin Media Finance PLC 9.125 08/15/16 1,380,000 1,412,503 1,328,250
Vought Aircraft Industries 8.000 07/15/11 1,150,000 1,115,399 718,750
Waste Services, Inc. 9.500 04/15/14 1,100,000 1,117,608 1,036,750
------------ ------------
TOTAL BONDS 49,125,836 41,502,267
------------ ------------
---------------------------------------------------------------------------------------------------------------------------------
30
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
SHARES OR
INTEREST DUE PRINCIPAL
CORPORATE PUBLIC SECURITIES: (A) (Continued) RATE DATE AMOUNT COST MARKET VALUE
------ -------- ------------ ------------ ------------
COMMON STOCK - 1.26%
Chase Packaging Corporation (B) 9,541 $ -- $ 954
CKX, Inc. (B) 97,500 784,875 691,275
Directed Electronics, Inc. (B) 368,560 1,856,534 40,541
El Paso Corporation (B) 65,000 808,362 599,950
EnerNOC, Inc. (B) 43,826 1,198,807 949,709
ITC^DeltaCom, Inc. (B) 178,666 1,563,328 178,666
Intrepid Potash, Inc. (B) 365 11,680 10,249
Supreme Industries, Inc. 125,116 267,322 200,184
------------ ------------
TOTAL COMMON STOCK 6,490,908 2,671,528
------------ ------------
CONVERTIBLE BONDS - 0.02%
Citadel Broadcasting Corporation 4.000% 02/15/11 $ 583,000 452,554 37,895
------------ ------------
TOTAL CONVERTIBLE BONDS 452,554 37,895
------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 56,069,298 $ 44,211,690
------------ ------------
INTEREST DUE PRINCIPAL
SHORT-TERM SECURITIES: RATE/YIELD^ DATE AMOUNT COST MARKET VALUE
------ -------- ------------ ------------ ------------
COMMERCIAL PAPER - 1.54%
Public Service Electric & Gas 0.400% 07/01/09 $ 3,275,000 $ 3,275,000 $ 3,275,000
------------ ------------
TOTAL SHORT-TERM SECURITIES $ 3,275,000 $ 3,275,000
------------ ------------
TOTAL INVESTMENTS 111.28% $281,602,960 $236,160,888
============ ------------
Other Assets 3.44 7,297,314
Liabilities (14.72) (31,239,082)
------ ------------
TOTAL NET ASSETS 100.00% $212,219,120
====== ============
(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 06/30/09.
(D) Defaulted security; interest not accrued.
(E) Illiquid securities. At June 30, 2009, the value of these securities amounted to $178,434,469 or 84.08% 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
---------------------------------------------------------------------------------------------------------------------------------
31
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
Fair Value/ Fair Value/
Industry Classification Market Value Market Value
------------ ------------
AEROSPACE - 3.53% BUILDINGS & REAL ESTATE - 1.12%
Gencorp, Inc. $ 191,660 K W P I Holdings Corporation $ 1,999,830
Hughes Network Systems 1,291,875 Owens Corning, Inc. 53,350
P A S Holdco LLC 3,099,794 Texas Industries, Inc. 62,825
Transdigm, Inc. 475,000 TruStile Doors, Inc. 266,043
Visioneering, Inc. 1,704,417 ------------
Vought Aircraft Industries 718,750 2,382,048
------------ ------------
7,481,496 CHEMICAL, PLASTICS & RUBBER - 0.13%
------------ Capital Specialty Plastics, Inc. 279,466
AUTOMOBILE - 4.63% ------------
American Tire Distributor 677,500 CONSUMER PRODUCTS - 7.54%
Fuel Systems Holding Corporation -- Aero Holdings, Inc. 3,601,594
Goodyear Tire & Rubber Co. 101,000 Bravo Sports Holding Corporation 2,194,363
Jason, Inc. 578,212 G F S I, Inc. 529,100
Nyloncraft, Inc. 609,375 K N B Holdings Corporation 2,277,505
Ontario Drive & Gear Ltd. 1,133,937 Kar Holdings, Inc. 42,875
Qualis Automotive LLC 1,733,973 Momentum Holding Co. 485,306
Tenneco, Inc. 869,000 R A J Manufacturing Holdings LLC 2,467,126
Titan International, Inc. 968,350 Royal Baths Manufacturing Company 1,001,696
Transtar Holding Company 2,473,032 The Tranzonic Companies 3,389,779
United Components, Inc. 685,800 Walls Industries, Inc. --
------------ ------------
9,830,179 15,989,344
------------ ------------
BEVERAGE, DRUG & FOOD - 4.54% CONTAINERS, PACKAGING & GLASS - 4.36%
Aramark Corporation 647,500 Berry Plastics Corporation 441,250
Golden County Foods Holding, Inc. 1,704,533 Chase Packaging Corporation 954
Hospitality Mints Holding Company 2,400,419 Flutes, Inc. 459,193
Specialty Commodities, Inc. 2,614,981 Graham Packaging Corporation 270,200
Vitality Foodservice, Inc. 2,272,599 Maverick Acquisition Company 698,890
------------ P I I Holding Corporation 2,843,133
9,640,032 Packaging Dynamics Corporation of America 396,000
------------ Paradigm Packaging, Inc. 2,220,223
BROADCASTING & ENTERTAINMENT - 3.11% Pliant Corporation 743,301
Charter Communications Op LLC 1,299,375 Pregis Corporation 745,000
Citadel Broadcasting Corporation 37,895 Solo Cup Co. 55,179
CKX, Inc. 691,275 Tekni-Plex, Inc. 377,813
Interpublic Group of Companies 76,125 Vitex Packaging Group, Inc. --
Liberty Media Corporation 865,000 ------------
Mediacom Broadband LLC 1,190,625 9,251,136
Speedway Motorsports, Inc. 70,875 ------------
Virgin Media Finance PLC 1,328,250
Workplace Media Holding Co. 1,036,636
------------
6,596,056
------------
----------------------------------------------------------------------------------------------------------------------------------
32
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
Fair Value/ Fair Value/
Industry Classification Market Value Market Value
------------ ------------
DISTRIBUTION - 1.91% ELECTRONICS - 0.92%
Duncan Systems, Inc. $ 1,548,231 Connecticut Electric, Inc. $ 1,915,163
F C X Holdings Corporation 2,512,251 Directed Electronics, Inc. 40,541
------------ ------------
4,060,482 1,955,704
------------ ------------
DIVERSIFIED/CONGLOMERATE, MANUFACTURING - FARMING & AGRICULTURE - 1.31%
10.65% Waggin' Train Holdings LLC 2,776,218
A H C Holding Company, Inc. 2,633,225 ------------
Activant Solutions, Inc. 115,875 FINANCIAL SERVICES - 0.90%
Arrow Tru-Line Holdings, Inc. 1,383,511 Ford Motor Credit Co. 224,125
C D N T, Inc. 1,357,574 General Motors Acceptance Corporation 794,625
Douglas Dynamics LLC 787,800 Hawker Beechcraft Acquisition Co. 420,000
Great Lakes Dredge & Dock Corporation 857,500 Highgate Capital LLC --
K P I Holdings, Inc. 1,732,013 Leucadia National Corporation 414,000
MEGTEC Holdings, Inc. 2,495,040 Preferred Blocker, Inc. 61,499
Milwaukee Gear Company 2,587,760 ------------
Nortek, Inc. 140,438 1,914,249
Pearlman Enterprises, Inc. -- ------------
Polypore, Inc. 1,293,925 HEALTHCARE, EDUCATION & CHILDCARE - 6.18%
Postle Aluminum Company LLC 619,322 A T I Acquisition Company 4,388,315
Radiac Abrasives, Inc. 2,875,960 American Hospice Management Holding LLC 3,740,664
Trimas Corporation 922,780 Community Health Systems, Inc. 1,176,000
Truck Bodies & Equipment International 708,895 F H S Holdings LLC 1,195,313
Xaloy Superior Holdings, Inc. 2,076,736 H C A, Inc. 35,788
------------ Synteract Holdings Corporation 2,578,385
22,588,354 Touchstone Health Partnership --
------------ ------------
DIVERSIFIED/CONGLOMERATE, SERVICE - 9.50% 13,114,465
A W X Holdings Corporation 1,363,914 ------------
Advanced Technologies Holdings 2,640,297 HOME & OFFICE FURNISHINGS, HOUSEWARES, AND
Apex Analytix Holding Corporation 1,969,920 DURABLE CONSUMER PRODUCTS - 9.52%
Clough, Harbour, and Associates 2,735,055 Connor Sport Court International, Inc. 2,603,184
Corrections Corporation of America 147,750 H M Holding Company --
Crane Rental Corporation 2,584,511 Home Decor Holding Company 2,195,475
Diversco, Inc./DHI Holdings, Inc. 1,319,430 Justrite Manufacturing Acquisition Co. 1,789,114
Dwyer Group, Inc. 1,536,565 K H O F Holdings, Inc. 2,509,872
Fowler Holding, Inc. -- Monessen Holding Corporation 2,496,425
Insurance Claims Management, Inc. 143,068 Stanton Carpet Holding Co. 2,257,847
Interline Brands, Inc. 1,280,500 Transpac Holdings Company 1,507,055
Mail Communications Group, Inc. 1,356,550 U M A Enterprises, Inc. 1,771,988
Nesco Holdings Corporation 3,046,647 U-Line Corporation 1,599,785
Pearlman Enterprises, Inc. -- Wellborn Forest Holding Co. 1,463,063
Videotron, Ltd. 40,650 ------------
------------ 20,193,808
20,164,857 ------------
------------
----------------------------------------------------------------------------------------------------------------------------------
33
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
Fair Value/ Fair Value/
Industry Classification Market Value Market Value
------------ ------------
LEISURE, AMUSEMENT, ENTERTAINMENT - 3.68% MINING, STEEL, IRON & NON PRECIOUS METALS -
A M C Entertainment, Inc. $ 1,981,013 1.76%
Bally Total Fitness Holding Corporation 10 T H I Acquisition, Inc. $ 2,621,148
Harrah's Operating Escrow LLC 307,125 Teck Cominco, Ltd. 201,200
MGM Mirage, Inc. 126,188 Tube City IMS Corporation 918,750
O E D Corp/Diamond Jo Company Guarantee 895,000 ------------
Savage Sports Holding, Inc. 2,685,783 3,741,098
Seneca Gaming Corporation 432,500 ------------
Ticketmaster Entertainment, Inc. 445,000 NATURAL RESOURCES - 1.22%
Tunica-Biloxi Gaming Authority 946,000 Appleton Papers, Inc. 195,000
------------ Cenveo Corporation 985,000
7,818,619 Intrepid Potash, Inc. 10,249
------------ Rock-Tenn Co. 1,093,813
MACHINERY - 10.53% SandRidge Energy, Inc. 307,800
A S A P Industries LLC 1,302,029 ------------
Davis-Standard LLC 3,219,712 2,591,862
E S P Holdco, Inc. 2,313,240 ------------
Integration Technology Systems, Inc. -- OIL & GAS - 2.08%
K-Tek Holdings Corporation 2,770,488 Basic Energy Services 178,875
M V I Holding, Inc. 1,310,799 Brigham Exploration Co. 822,000
Manitowoc Company, Inc. 147,750 Chaparral Energy, Inc. 930,000
Morton Industrial Group, Inc. -- Denbury Resources, Inc. 51,375
Navis Global 304,039 Mariner Energy, Inc. 159,200
NetShape Technologies, Inc. 1,274,705 North American Energy Partners 1,013,550
Pacific Consolidated Holdings LLC 1,271,176 Total E & S, Inc. 1,257,621
Power Services Holding Company 2,736,591 ------------
R E I Delaware Holding, Inc. 2,532,981 4,412,621
Safety Speed Cut Manufacturing Company, Inc. 553,136 ------------
Stanadyne Corporation 1,170,000 PHARMACEUTICALS - 1.28%
Stewart & Stevenson LLC 1,230,600 CorePharma LLC 2,709,818
Supreme Industries, Inc. 200,184 ------------
------------ PUBLISHING/PRINTING - 1.14%
22,337,430 Newark Group, Inc. 18,063
------------ Quebecor Media, Inc. 951,563
MEDICAL DEVICES/BIOTECH - 3.75% Scholastic Corporation 1,222,500
Coeur, Inc. 1,304,370 Sheridan Acquisition Corporation 225,000
E X C Acquisition Corporation 313,166 ------------
ETEX Corporation -- 2,417,126
MedSystems Holdings LLC 1,301,453 ------------
MicroGroup, Inc. 3,818,060 RETAIL STORES - 0.91%
OakRiver Technology, Inc. 1,227,864 Olympic Sales, Inc. 265,814
TherOX, Inc. -- Rental Service Corporation 401,250
------------ Rite Aid Corporation 60,000
7,964,913 United Rentals, Inc. 1,211,250
------------ ------------
1,938,314
------------
----------------------------------------------------------------------------------------------------------------------------------
34
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2009
(Unaudited)
Fair Value/ Fair Value/
Industry Classification Market Value Market Value
------------ ------------
TECHNOLOGY - 3.64% WASTE MANAGEMENT / POLLUTION - 2.59%
Compucom Systems, Inc. $ 1,100,575 Terra Renewal LLC $ 2,441,243
EnerNOC, Inc. 949,709 Torrent Group Holdings, Inc. 2,015,122
Sencore Holding Company 2,616,043 Waste Services, Inc. 1,036,750
Smart Source Holdings LLC 3,050,706 ------------
------------ 5,493,115
7,717,033 ------------
------------
TELECOMMUNICATIONS - 3.33%
All Current Holding Company 1,264,861 TOTAL INVESTMENTS - 111.28% $236,160,888
Cincinnati Bell, Inc. 805,500 ============
Intelsat Bermuda Ltd. 1,208,025
ITC^DeltaCom, Inc. 178,666
Telecorps Holdings, Inc. 2,626,560
Time Warner Telecom Holdings 992,500
------------
7,076,112
------------
TRANSPORTATION - 1.91%
NABCO, Inc. 407,710
RailAmerica, Inc. 289,500
Tangent Rail Corporation 3,357,835
------------
4,055,045
------------
UTILITIES - 3.61%
Dynegy Holdings, Inc. 646,363
El Paso Corporation 659,625
Inergy LP 447,675
Intergen NV 710,625
Markwest Energy Operating Co. 959,475
N R G Energy, Inc. 193,000
Public Service Electric & Gas 3,275,000
T X U Energy Company LLC 778,125
------------
7,669,888
------------
See Notes to Consolidated Financial Statements
----------------------------------------------------------------------------------------------------------------------------------
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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,
--------------------------------------------------------------------------------
36
MassMutual Corporate Investors
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 $178,434,469 (84.08% of net assets) as of June 30, 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 June 30, 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 June 30, 2009:
ASSETS TOTAL LEVEL 1 LEVEL 2 LEVEL 3
--------------------------------------------------------------------------------
Restricted Securities $188,674,198 $ -- $10,239,729 $178,434,469
Public Securities 44,211,690 2,671,528 41,540,152 10
Short-term Securities 3,275,000 -- 3,275,000 --
--------------------------------------------------------------------------------
TOTAL $236,160,888 $2,671,528 $55,054,881 $178,434,479
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* (11,546,700) (250) -- (11,546,950)
Purchases, sales,
issuances &
settlements (net) 7,181,879 -- -- 7,181,879
Transfers in and /
or out of Level 3 -- -- -- --
--------------------------------------------------------------------------------
ENDING BALANCE
AT 06/30/2009 $178,434,469 $ 10 $ -- $178,434,479
* 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 06/30/09 is $(11,813,943).
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.
--------------------------------------------------------------------------------
37
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 six months ended June
30, 2009, the MMCI Subsidiary Trust has accrued income tax expense of
$10,479.
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 June 30, 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 six months ended June 30, 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.
C. BASIS FOR BOARD RENEWAL OF CONTRACT:
At a meeting of the Board of Trustees held on April 24, 2009, the Trustees
(including a majority of the Trustees who are not "interested persons" of the
Trust or Babson Capital) unanimously approved a one year continuance of the
Contract.
Prior to the meeting, the Trustees requested and received from Ropes & Gray
LLP, counsel to the Trust, a memorandum describing the Trustees' legal
responsibilities in connection with its review and reapproval of the
Contract. The Trustees also requested and received from Babson Capital
extensive written and oral information regarding among other matters: the
principal terms of the Contract; the reasons why Babson Capital was proposing
the continuance of the Contract; Babson Capital and its personnel; the
Trust's investment performance, including comparative performance
information; the nature and quality of the services provided by Babson
Capital to the Trust; financial strength of Babson Capital; the fee
arrangements between Babson Capital and the Trust; fee and expense
information, including comparative fee and expense
--------------------------------------------------------------------------------
38
MassMutual Corporate Investors
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)
(UNAUDITED)
information; profitability of the advisory arrangement to Babson Capital; and
"fallout" benefits to Babson Capital resulting from the Contract.
Among other things, the Trustees discussed and considered with management (i)
the aforementioned guidance provided by Ropes & Gray LLP and the information
provided by Babson Capital prior to the meeting and (ii) the reasons Babson
Capital put forth in support of its recommendation that the Trustees approve
the continuance of the Contract. These considerations are summarized below.
NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED BY BABSON CAPITAL TO
THE TRUST
In evaluating the scope and quality of the services provided by Babson
Capital, the Trustees considered, among other factors: (i) the scope of
services required to be provided by Babson Capital under the Contract; (ii)
Babson Capital's ability to find and negotiate private placement securities
having equity features that are consistent with the stated investment
objectives of the Trust; (iii) the experience and quality of Babson Capital's
staff; (iv) the strength of Babson Capital's financial condition; (v) the
nature of the private placement market compared to public markets (including
the fact that finding, analyzing, negotiating and servicing private placement
securities is more labor-intensive than buying and selling public securities
and the administration of private placement securities is more extensive,
expensive, and requires greater time and expertise than a portfolio of only
public securities); (vi) the potential advantages afforded to the Trust by
its ability to co-invest in negotiated private placements with MassMutual and
its affiliates; and (vii) the expansion of the scope of services provided by
Babson Capital as a result of recent regulatory and legislative initiatives
that have required increased legal, compliance and business attention and
diligence. Based on such considerations, the Trustees concluded that,
overall, they are satisfied with the nature, extent and quality of services
provided by Babson Capital, and expected to be provided in the future, under
the renewed Contract.
INVESTMENT PERFORMANCE
The Board also examined the Trust's short-term, intermediate-term, and
long-term performance as compared against various benchmark indices presented
at the meeting, which showed that the Trust had outperformed such indices for
the 1-, 3-, 5-, and 10-year periods. In addition, the Trustees considered
comparisons of the Trust's performance with the performance of (i) selected
closed-end investment companies and funds that may invest in private
placement securities and/ or bank loans; (ii) selected business development
companies with comparable types of investments; and (iii) investment
companies included in the Lipper closed-end bond universe. It was
acknowledged that, while such comparisons are helpful in judging performance,
they are not directly comparable in terms of types of investments due to the
fact that business development companies often report returns based on market
value, which is affected by factors other than the performance of the
underlying portfolio investments. Based on these considerations and the
detailed performance information provided to the Trustees at the regular
Board meetings each quarter, the Trustees concluded that the Trust's absolute
and relative performance over time have been sufficient to warrant renewal of
the Contract.
ADVISORY FEE/COST OF SERVICES PROVIDED AND PROFITABILITY/MANAGER'S "FALL-OUT"
BENEFITS
In connection with the Trustees' consideration of the advisory fee paid by
the Trust to Babson Capital under the Contract, Babson Capital noted that it
was unaware of any registered closed-end investment companies that are
directly comparable to the Trust in terms of the types of investments and
percentages invested in private placement securities (which require more
extensive advisory and administrative services than a portfolio of publicly
traded securities, as previously discussed) other than MassMutual
Participation Investors, which also is advised by Babson Capital. Under the
terms of its Investment Advisory and Administrative Services Contract,
MassMutual Participation Investors is charged a quarterly investment advisory
fee of 0.225% of net asset value as of the end of each quarter, which is
approximately equal to .90% annually. In considering the fee rate provided in
the Contract, the Trustees noted the advisory fee charged by Babson Capital
to Tower Square Capital Partners, L.P., Tower Square Capital Partners II,
L.P., and Tower Square Capital Partners III, L.P., each a private mezzanine
fund also managed by Babson Capital.
At the request of the Trustees, Babson Capital provided information
concerning the profitability of Babson Capital's advisory relationship with
the Trust. The Trustees also considered the non-economic benefits Babson
Capital and its affiliates derived from its relationship with the Trust,
including the reputational benefits derived from having the Trust listed on
the New York Stock Exchange, and the de minimis amount of commissions
resulting from the Trust's portfolio transactions used by Babson Capital for
third-party soft dollar arrangements. The Trustees recognized that Babson
Capital should be entitled to earn a reasonable level of profit for services
provided to the Trust and, based on their review, concluded that they were
satisfied that Babson Capital's historical level of profitability from its
relationship with the Trust was not excessive and that the advisory fee
structure under the Contract is reasonable.
--------------------------------------------------------------------------------
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
ECONOMIES OF SCALE
Finally, the Trustees considered the concept of economies of scale and
possible advisory fee reductions if the Trust were to grow in assets. Given
that the Trust is not continuously offering shares, such growth comes
principally from retained net realized gain on investments and dividend
reinvestment. The Trustees also examined the breakpoint features of selected
competitive funds and noted that the minimum starting point for fee
reductions in those funds was at least $200 million, the value of the Trust's
current net assets. The Trustees concluded that the absence of breakpoints in
the fee schedule under the Contract was currently acceptable given the
Trust's current size and closed-end fund structure.
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 average price of the common shares for
ten business days prior to the notice of conversion. For the six months ended
June 30, 2009, the Trust incurred total interest expense on the Note of
$792,000.
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 SIX
MONTHS ENDED
06/30/2009
COST OF PROCEEDS FROM
INVESTMENTS SALES OR
ACQUIRED MATURITIES
-------- ----------
Corporate restricted securities $ 17,490,357 $ 9,119,396
Corporate public securities 2,036,511 8,596,097
The aggregate cost of investments is substantially the same for financial
reporting and federal income tax purposes as of June 30, 2009. The net
unrealized depreciation of investments for financial reporting and federal
tax purposes as of June 30, 2009 is $45,442,072 and consists of $18,160,874
appreciation and $63,602,946 depreciation.
6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS
MARCH 31, 2009
AMOUNT PER SHARE
------ ---------
Investment income $ 6,499,219
Net investment income 5,338,941 $ 0.57
Net realized and unrealized
loss on investments (net of taxes) (13,236,961) (1.42)
JUNE 30, 2009
AMOUNT PER SHARE
------ ---------
Investment income $ 5,866,032
Net investment income 4,582,972 $ 0.49
Net realized and unrealized
gain on investments (net of taxes) 12,423,184 1.34
7. RESULTS OF SHAREHOLDER MEETING
The Annual Meeting of Shareholders was held on Friday, April 24, 2009. The
Shareholders were asked to vote to elect as trustees William J. Barrett,
Martin T. Hart, and Clifford M. Noreen for three year terms. The Shareholders
approved the proposals. The Trust's other trustees, Donald E. Benson, Michael
H. Brown, Donald Glickman, Robert E. Joyal, Corine T. Norgaard, and Maleyne
M. Syracuse continued to serve their respective terms following the April 24,
2009 Annual Shareholders Meeting. The results of the Shareholder voting are
set forth below.
% OF SHARES
SHARES FOR WITHHELD TOTAL VOTED FOR
William J. Barrett
7,564,750 220,353 7,785,103 97.17%
Martin T. Hart
7,565,857 219,246 7,785,103 97.18%
Clifford M. Noreen
7,533,358 251,745 7,785,103 96.77%
--------------------------------------------------------------------------------
40
MassMutual Corporate Investors
MEMBERS OF THE BOARD OF TRUSTEES
Donald Glickman
Robert E. Joyal
William J. Barrett
Michael H. Brown*
Donald E. Benson*
Dr. Corine T. Norgaard*
Clifford M. Noreen
Martin T. Hart
Maleyne M. Syracuse
*Member of the Audit Committee
OFFICERS
Clifford M. Noreen
Chairman
Michael L. Klofas
President
James M. Roy
Vice President & Chief
Financial Officer
Patricia J. Walsh
Vice President, Secretary
& Chief Legal Officer
Jill A. Fields
Vice President
Michael P. Hermsen
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
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
MassMutual Corporate Investors offers a Dividend Reinvestment and Share Purchase
Plan ("the 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., Transfer Agent for MassMutual Corporate
Investors' Dividend Reinvestment and Share Purchase Plan, P.O. Box 173673,
Denver, CO 80217-3673.
[LOGO]
MassMutual
Corporate Investors
CI3554
ITEM 2. CODE OF ETHICS.
Not applicable to this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to this filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to this filing.
ITEM 6. SCHEDULE OF INVESTMENTS
A schedule of investments for the Registrant is included as part of
this report to shareholders under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable to this filing. There have been no changes in any of the
Portfolio Managers identified in the Registrant's most recent annual
report on Form N-CSR.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable for this filing.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable for this filing.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The principal executive officer and principal financial officer
of the Registrant evaluated the effectiveness of the Registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940 (the "Act")) as of a
date within 90 days of the filing date of this report and based
on that evaluation have concluded that such disclosure controls
and procedures are effective to provide reasonable assurance that
material information required to be disclosed by the Registrant
on Form N-CSR is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange
Commission's rules and forms.
(b) There were no changes in the Registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the Act)
during the Registrant's second fiscal quarter that have
materially affected, or are reasonably likely to materially
affect, the Registrant's internal control over financial
reporting.
ITEM 12. EXHIBITS.
(a)(1) ANY CODE OF ETHICS, OR AMENDMENTS THERETO, THAT IS THE SUBJECT OF
DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT
INTENDS TO SATISFY THE ITEM 2 REQUIREMENTS THROUGH THE FILING OF
AN EXHIBIT.
None.
(a)(2) A SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE
30a-2 UNDER THE ACT.
Attached hereto as EX-99.31.1
Attached hereto as EX-99.31.2
(a)(3) ANY WRITTEN SOLICITATION TO PURCHASE SECURITIES UNDER RULE 23c-1
UNDER THE ACT (17 CFR 270.23c-1) SENT OR GIVEN DURING THE PERIOD
COVERED BY THE REPORT BY OR ON BEHALF OF THE REGISTRANT TO 10 OR
MORE PERSONS.
Not applicable for this filing.
(b) CERTIFICATIONS PURSUANT TO RULE 30a-2(b) UNDER THE ACT.
Attached hereto as EX-99.32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): MassMutual Corporate Investors
----------------------------------
By: /s/ Michael L. Klofas
----------------------------------
Michael L. Klofas, President
----------------------------------
Date: September 9, 2009
----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
By: /s/ Michael L. Klofas
----------------------------------
Michael L. Klofas, President
----------------------------------
Date: September 9, 2009
----------------------------------
By: /s/ James M. Roy
----------------------------------
James M. Roy, Vice President and
Chief Financial Officer
----------------------------------
Date: September 9, 2009
------------------------------