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
---------------------------------------------
MassMutual Corporate Investors
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
1500 Main Street, Suite 600, Springfield, MA 01115
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Stephen L. Kuhn, Vice President and Secretary
1500 Main Street, Suite 2800, Springfield, MA 01115
--------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: 413-226-1000
----------------------------
Date of fiscal year end: 12/31
------------------
Date of reporting period: 12/31/04
------------------
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, 450 Fifth Street, NW,
Washington, DC 20549-0609. 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 annual shareholder report transmitted to
shareholders pursuant to Rule 30e-1 of the Investment Company Act of
1940, as amended.
2004
Annual
Report
MassMutual Corporate Investors
MassMutual
Corporate
Investors
MassMutual Corporate Investors is a closed-end investment company, first offered
to the public over 30 years ago and is listed on the New York Stock Exchange.
MASSMUTUAL
CORPORATE INVESTORS
c/o Babson Capital Management LLC
1500 Main Street, Suite 600
Springfield, Massachusetts 01115
(413) 226-1516
ADVISER
Babson Capital Management LLC
1500 Main Street
Springfield, Massachusetts 01115
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
PROXY VOTING POLICIES & PROCEDURES;
PROXY VOTING RECORD
The Trustees of MassMutual Corporate Investors have delegated proxy voting
responsibilities relating to the voting of securities held by the Trust to
Babson Capital Management LLC. Adescription 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 MassMutual Corporate Investors' website:
http://www. babsoncapital.com/mci; and (3) on the U.S. Securities and Exchange
Commission ("SEC") 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 MassMutual Corporate
Investors' website: http://www.babsoncapital.com/mci; and (2) on the SEC's
website at http://www.sec.gov.
FORM N-Q
MassMutual Corporate Investors files its complete schedule of portfolio holdings
with the U.S. Securities and Exchange Commission for the first and third
quarters of each fiscal year on Form N-Q. This information is available (i) on
the U.S. Securities and Exchange Commission's website at http://www.sec.gov; and
(ii) at the U.S. Securities and Exchange Commission'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.
MassMutual Corporate Investors
Investment
Objective
and Policy
MassMutual Corporate Investors (the "Trust") is a closed-end 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 the New York Stock Exchange listings.
[PIE CHART APPEARS HERE]
Portfolio Composition as of 12/31/04*
Public High Yield Debt 31%
Public Equity 3%
Cash & Short Term Investments 3%
Private/Restricted Equity 14%
Private Investment Grade Debt 1%
Private High Yield Debt 48%
*Based on value of total investments
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 corporate debt obligations with equity features such as
warrants, conversion rights, or other equity features and, occasionally,
preferred stocks. The Trust typically purchases these investments, which are not
publicly traded, directly from their issuers, which tend to be smaller
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.
Babson Capital Management LLC 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 quarterly 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.
In this report you will find a complete listing of the Trust's holdings. We
encourage you to read this section carefully for a better understanding of the
Trust. We cordially invite all shareholders to attend the MassMutual Corporate
Investors Annual Meeting of Shareholders, which will be held on April 22, 2005
at 2:00 P.M. in Springfield, Massachusetts.
1
MassMutual Corporate Investors
To
Our
Shareholders
On July 1, 2004, David L. Babson & Company Inc., the investment adviser to
MassMutual Corporate Investors (the "Trust"), announced that it was renaming
itself as Babson Capital Management LLC. The Trust continues to be managed by
the same individuals and there should be no change in the level of service
provided.
I am pleased to share with you the Trust's Annual Report for the year ended
December 31, 2004.
[PHOTO APPEARS HERE]
Left to right:
Roger W. Crandall
President
Stuart H. Reese
Chairman
The Trust's total portfolio rate of return for 2004 was 22.76%, as measured by
the change in net asset value, assuming the reinvestment of all dividends and
distributions.
2
MassMutual Corporate Investors
Total Annual Portfolio Return (as of 12/31 each year)*
[BAR CHART APPEARS HERE]
Lehman Brothers
Intermediate
MassMutual Corporate Standard & Poor's U.S. Credit Index
Investors (Based on Industrials Composite (Formerly called the
change in the net (Formerly called the Lehman Brothers
asset value with Standard & Poor's Intermediate
reinvested dividends) Industrial Price Index.) Corporate Bond Index.)
2004 22.76% 2004 10.20% 2004 4.08%
2003 22.61% 2003 28.34% 2003 6.91%
2002 4.80% 2002 -23.51% 2002 10.14%
2001 5.97% 2001 -11.67% 2001 9.77%
2000 7.28% 2000 -16.26% 2000 9.46%
1999 7.53% 1999 25.89% 1999 0.16%
1998 17.12% 1998 33.77% 1998 8.29%
1997 27.14% 1997 31.04% 1997 8.36%
1996 15.42% 1996 23.03% 1996 3.97%
1995 33.76% 1995 34.64% 1995 18.99%
*Data for MassMutual Corporate Investors represents portfolio returns based on
change in the net asset value assuming the reinvestment of all dividends and
distributions which differs from the total investment return based on market
value due to the difference between the net asset value and the market value of
the shares outstanding (see page 12 for total investment return based on market
value); past performance is no guarantee of future results.
[PHOTO APPEARS HERE]
Left to right:
Stephen L. Kuhn
Vice President and Secretary
Clifford M. Noreen
Vice President
Charles C. McCobb, Jr.
Vice President and Chief Financial Officer
The Trust continues to repeatedly employ the investment philosophy that has
served it well since its inception: investing in companies which we believe to
have a strong business proposition, solid cash flow and experienced, ethical
management.
3
MassMutual Corporate Investors
The Trust's
2004 Portfolio
Performance
The Trust's total portfolio rate of return for 2004 was 22.76%, as measured by
the change in net asset value, assuming the reinvestment of all dividends and
distributions. The Trust's total net assets were $218,505,148, or $24.34 per
share, as of December 31, 2004, compared to $193,786,114, or $21.84 per share,
as of December 31, 2003. The Trust's quarterly pershare dividend increased in
each of the first three quarters of 2004: from 36 cents per share paid for each
quarter in 2003 to 41 cents per share paid in May, to 45 cents per share paid in
August, and to 46 cents per share paid in November. While the regular fourth
quarter dividend paid in January remained at 46 cents per share, the Trust
declared a special year-end dividend of 28 cents per share paid in January to
shareholders of record on December 31, 2004. A special 10 cent per share
dividend was also paid in August, bringing total dividends for the year to $2.16
per share. All in all, we are very pleased with the Trust's 2004 portfolio
performance.
Lehman Lehman Standard
Brothers Brothers & Poor's
The U.S. Corporate Intermediate Industrials Russell
Trust High Yield Index U.S. Credit Index* Composite** 2000 Index
1 Year 22.76% 11.13% 4.08% 10.20% 18.33%
3 Year 16.41% 12.22% 7.01% 2.66% 11.48%
5 Year 12.38% 6.97% 8.05% -4.37% 6.61%
10 Year 16.05% 8.13% 7.91% 11.31% 11.54%
* Formerly called the Lehman Brothers Intermediate Corporate Bond Index.
** Formerly called the Standard & Poor's Industrial Price Index.
The above table lists the average annual returns of the Trust's portfolio, based
on change in net assets, assuming the reinvestment of all dividends and
distributions, compared to the average annual returns of selected equity and
fixed income market indices for the 1, 3, 5 and 10 years ended December 31,
2004.
The U.S. economy and investment markets showed surprising resilience in 2004,
holding steady despite several factors: short-term interest rates were raised
five times during the year by the Federal Reserve Board for a total increase of
1.25 percent; oil reaching a record high price of $50 a barrel; a weakening
dollar; the worst hurricane season in 40 years; the ongoing war in Iraq; and a
highly charged Presidential election campaign.
4
MassMutual Corporate Investors
While historically events such as these have had a negative economic impact,
indications are that the U.S. economy continues to improve. U.S. Gross Domestic
Product grew at a 4.4 percent rate for the year and the unemployment rate
dropped to 5.4 percent from 5.7 percent. Nevertheless, at the close of 2004,
both the Dow Jones Industrial Average and the Standard & Poor's 500 Index were
at their highest levels since pre-September 11, 2001.
Corporate credit defaults around the globe continued their downward trend
(although possibly plateauing at year-end), which provided a more stable
environment for investors. In the U.S., the speculative-grade issuer-weighted
default rate fell to 2.2% at year-end from a starting point of 5.2% in 2003, as
reported by Moody's Investors Service. Meanwhile, 2004 saw dollardenominated
high-yield bond issuance approach $134.8 billion, keeping pace with the $135.7
billion issued in 2003, according to Credit Suisse First Boston. The value of
mergers and acquisitions among domestic companies reached $834 billion, a tally
surpassed only in the record year of 2000, according to Thompson Financial. This
is an indication of the amount of capital available in the market to finance
deals; however, this environment has caused the markets in which the Trust
participates to become very competitive.
Overall, the Trust closed 23 new private placement transactions during 2004 and
added to seven existing private placement investments, a relatively large number
compared with previous years. To keep pace with this activity, Babson Capital
has added additional investment professionals to its mezzanine and private
equity group.
New private placement transactions during the year were: ATI Acquisition
Company; AWC Holding Company; American Hospice Management Holding LLC; Augusta
Sportswear Holding Co.; Chemed Corporation (Roto-Rooter, Inc.); Eagle Pack Pet
Foods, Inc.; EXC Acquisition Corporation; Home Decor Holding Company; Justrite
Manufacturing Acquisition Co.; Kele and Associates, Inc.; Maverick Acquisition
Company; Maxon Corporation; Nonni's Food Company; Qualis Automotive LLC;
Qualserv Corporation; River Ranch Fresh Foods LLC; Savage Sports Holding, Inc.;
Sport Court International, Inc.; Tubular Textile Machinery; U-Line Corporation;
Vitality Foodservice, Inc.; Vitex Packaging Group, Inc.; and Walls Industries,
Inc.
In addition, the Trust added to existing private placement investments in
Brampton Fasteners Co. Ltd., Colibri Holdings Corp., Delstar Holding
Corporation, Dwyer Group, Inc., Home Decor Holding Company, MedAssist, Inc. and
Shelter Acquisition, Inc.
[PHOTO APPEARS HERE]
Left to right:
Michael L. Klofas
Vice President
Richard E. Spencer, II
Vice President
Michael P. Hermsen
Vice President
5
MassMutual Corporate Investors
The Outlook for 2005
For 2005, expectations are mixed. The Fed will likely continue to raise
short-term rates, and many analysts believe long-term interest rates may rise as
well. The global economy is focused on the budget and current account deficits
in the U.S., with the risk of further dollar weakness. Oil prices will continue
to have a risk premium because of instability and conflict in the Middle East.
While economic indicators such as unemployment levels, manufacturing activity
and consumer confidence looked promising at year-end, no one can predict the
future with any degree of certainty.
Stronger equity and credit markets have helped fuel increased M & A activity -
pushing valuations toward the high end of historical ranges. The margin of
safety in many investments has been reduced, requiring investors to increase the
scrutiny of each opportunity.
Regardless of the economic environment, however, the Trust continues to
repeatedly employ the investment philosophy that has served it well since its
inception: investing in companies which we believe to have a strong business
proposition, solid cash flow and experienced, ethical management. This
philosophy, combined with Babson Capital's seasoned investment-management team
and the Trust's financial position, contribute to the Trust's being well
positioned for future investment opportunities that meet its investment
objectives and policies. As always, I would like to thank you for your continued
interest in and support of MassMutual Corporate Investors.
Sincerely,
/s/ Roger W. Crandall
Roger W. Crandall
President
Cautionary Notice: Certain statements contained in this report to shareholders
may be "forward looking" statements within the meaning of the Private Securities
Litigation Act of 1995. These statements are not guarantees of future
performance and actual results may differ materially from those forecasted.
2004 Record Net Investment Short-Term
Dividends Date Income Gains Tax Effect
--------------------------------------------------------------------------------
Regular 05/07/04 $0.4100 -
07/30/04 0.4500 -
11/01/04 0.4600 -
12/31/04 0.4600 -
Special 07/30/04 0.1000 -
12/31/04 0.2800 -
--------------------------------------------------------------------------------
$2.1600 - $2.16
--------------------------------------------------------------------------------
The following table summarizes the tax effects of the retention of capital gains
for 2004:
Amount Per Share Form 2439
--------------------------------------------------------------------------------
2004 Gains Retained 0.4532 Line 1a
Long-Term Gains Retained 0.4532
Taxes Paid 0.1586 Line 2*
Basis Adjustment 0.2946 **
*If you are not subject to federal tax (e.g., a charitable organization, IRA or
Keogh Plan), you may be able to claim a refund by filing Form 990-T.
**For federal tax purposes, you may increase the adjusted basis of your shares
by this amount (the excess of Line 1a over Line 2).
Qualified for Dividend Interest Earned on
Annual Dividend Received Deduction*** Qualified Dividends**** U.S. Gov't. Obligations
Amount Per Share Percent Amount Per Share Percent Amount Per Share Percent Amount Per Share
--------------------------------------------------------------------------------------------------
$2.16 19.7828% 0.4273 19.7768% 0.4272 0.00% 0.0000
--------------------------------------------------------------------------------------------------
*** Not available to individual shareholders
**** Qualified dividends are reported in Box 1b on IRS Form 1099-Div for 2004
6
MassMutual Corporate Investors
Financial
Report
Consolidated Statement of Assets and Liabilities . . . . . . . . . . . . . 8
Consolidated Statement of Operations . . . . . . . . . . . . . . . . . . . 9
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . 10
Consolidated Statements of Changes in Net Assets . . . . . . . . . . . . . 11
Consolidated Selected Financial Highlights . . . . . . . . . . . . . . . . 12
Consolidated Schedule of Investments . . . . . . . . . .. . . . . . . . 13-35
Notes to Consolidated Financial Statements . . . . . . .. . . . . . . . 36-39
Interested Trustees. . . . . . . . . . . . . . . . . . .. . . . . . . . 40-41
Independent Trustees . . . . . . . . . . . . . . . . . .. . . . . . . . 42-44
Officers of the Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Report of Independent Registered Public Accounting Firm. . . . . . . . . . 46
7
MassMutual Corporate Investors
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2004
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost - $182,951,980) $179,432,770
Corporate public securities at market value
(Cost - $61,143,627) 65,540,803
Short-term securities at cost plus earned discount which
approximates market value 2,252,665
------------
247,226,238
Cash 4,587,117
Interest and dividends receivable 3,712,861
Receivable for investments sold 1,995,635
------------
TOTAL ASSETS $257,521,851
============
LIABILITIES:
Dividend payable $ 6,644,036
Payable for investments purchased 110,000
Management fee payable 626,075
Note payable 20,000,000
Revolving Credit Agreement 9,000,000
Interest payable 210,312
Accrued expenses 214,630
Accrued taxes payable 2,211,650
------------
TOTAL LIABILITIES 39,016,703
------------
NET ASSETS:
Common shares, par value $1.00 per share; an unlimited number authorized 8,978,427
Additional paid-in capital 104,247,288
Retained net realized gain on investments, prior years 100,547,585
Undistributed net investment income 1,270,697
Undistributed net realized gain on investments 2,583,185
Net unrealized appreciation of investments 877,966
------------
TOTAL NET ASSETS 218,505,148
------------
TOTAL LIABILITIES AND NET ASSETS $257,521,851
============
Common shares issued and outstanding 8,978,427
============
Net asset value per share $ 24.34
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
8
MassMutual Corporate Investors
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
INVESTMENT INCOME:
Interest $ 20,999,802
Dividends 2,538,992
------------
TOTAL INVESTMENT INCOME 23,538,794
------------
EXPENSES:
Management fees (net of fee waiver of $31,991) See Footnotes 3 and 8 2,899,395
Interest 1,595,039
Trustees' fees and expenses 160,000
Transfer agent/registrar's expenses 28,000
Reports to shareholders 80,000
Professional fees 452,400
Other 74,663
------------
TOTAL EXPENSES 5,289,497
------------
Net investment income before income tax expense 18,249,297
Income tax expense 299,950
------------
INVESTMENT INCOME - NET ($2.00 PER SHARE) 17,949,347
------------
Net realized and unrealized gain on investments:
Realized gain on investments before taxes 7,032,428
Income tax expense (2,377,709)
------------
Net realized gain on investments 4,654,719
Net change in unrealized depreciation of investments 19,012,223
------------
NET GAIN ON INVESTMENTS 23,666,942
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 41,616,289
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
9
MassMutual Corporate Investors
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2004
Net decrease in cash:
Cash flows from operating activities:
Interest and dividends received $ 21,803,206
Interest expense paid (1,572,438)
Operating expenses paid (3,772,363)
Income taxes paid (2,243,478)
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 14,214,927
------------
Cash flows from investing activities:
Purchases/Proceeds/Maturities from short-term portfolio securities, net 4,128,894
Purchase of portfolio securities (132,488,422)
Proceeds from disposition of portfolio securities 117,678,819
------------
NET CASH USED FOR INVESTING ACTIVITIES (10,680,709)
------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES 3,534,218
------------
Cash flows from financing activities:
Proceeds from borrowings on Revolving Credit Agreement 9,000,000
Increase in receipts for shares issued on reinvestment of dividends 2,432,514
Cash dividends paid from net investment income (19,429,056)
------------
NET CASH USED FOR FINANCING ACTIVITIES (7,996,542)
------------
NET DECREASE IN CASH (4,462,324)
Cash - beginning of year 9,049,441
------------
CASH - END OF YEAR $ 4,587,117
============
RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET CASH
PROVIDED BY OPERATING AND INVESTING ACTIVITIES:
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 41,616,289
------------
Increase in investments (39,942,715)
Increase in interest and dividends receivable (436,694)
Decrease in receivable for investments sold 1,808,461
Increase in payable for investments purchased 110,000
Decrease in management fee payable (103,267)
Increase in interest payable 22,601
Increase in accrued expenses 25,362
Increase in accrued taxes payable 434,181
------------
TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (38,082,071)
------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES $ 3,534,218
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
10
MassMutual Corporate Investors
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
2004 2003
--------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS:
Operations:
Investment income - net $ 17,949,347 $ 12,804,578
Net realized gain on investments 4,654,719 4,989,717
Net change in unrealized depreciation of investments 19,012,223 20,089,741
------------- -------------
Net increase in net assets resulting from operations 41,616,289 37,884,036
Net increase in shares of beneficial interest transactions 2,432,514 1,167,125
(common shares issued: 2004 - 105,634; 2003 - 56,430)
Dividends to shareholders from:
Net investment income (2004 - $2.16 per share; 2003 - $1.84 per share) (19,329,769) (16,293,478)
------------- -------------
TOTAL INCREASE IN NET ASSETS 24,719,034 22,757,683
NET ASSETS, BEGINNING OF YEAR 193,786,114 171,028,431
------------- -------------
NET ASSETS, END OF YEAR $ 218,505,148 $ 193,786,114
============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
11
MassMutual Corporate Investors
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS
Selected data for each common share outstanding:
For the years ended December 31, 2004 2003 2002 2001 2000
---------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE: BEGINNING OF YEAR $ 21.84 $ 19.40 $ 20.07 $ 20.74 $ 22.00
-------- -------- -------- -------- --------
Net investment income 2.00 1.44 1.53 1.70 1.96
Net realized and unrealized
gain (loss) on investments 2.64 2.83 (0.59) (0.53) (0.46)
-------- -------- -------- -------- --------
Total from investment operations 4.64 4.27 0.94 1.17 1.50
-------- -------- -------- -------- --------
Dividends from net investment
income to common shareholders (2.16) (1.84) (1.44) (1.79) (1.96)
Distributions from net realized
gain on investments to common shareholders -- -- (0.18) (0.09) (0.80)
Change from issuance of shares 0.02 0.01 0.01 0.04 --
-------- -------- -------- -------- --------
Total distributions (2.14) (1.83) (1.61) (1.84) (2.76)
-------- -------- -------- -------- --------
NET ASSET VALUE: END OF YEAR $ 24.34 $ 21.84 $ 19.40 $ 20.07 $ 20.74
-------- -------- -------- -------- --------
PER SHARE MARKET VALUE: END OF YEAR $ 28.50 $ 22.90 $ 19.49 $ 20.70 $ 22.00
-------- -------- -------- -------- --------
Total investment return
Market value 36.10% 27.53% 1.35% 1.88% 17.55%
Net asset value* 22.76% 22.61% 4.80% 5.91% 7.28%
Net assets (in millions):
End of period $ 218.51 $ 193.79 $ 171.03 $ 175.11 $ 178.13
Ratio of operating expenses
to average net assets 1.93% 2.04% 1.82% 1.72% 1.47%
Ratio of interest expense
to average net assets 0.77% 0.82% 0.86% 0.84% 0.58%
Ratio of total expenses
to average net assets 2.70% 2.86% 2.68% 2.56% 2.05%
Ratio of net investment income
to average net assets 8.68% 6.95% 7.65% 8.20% 8.56%
Portfolio turnover 53.45% 56.10% 34.02% 24.48% 59.75%
*Net asset value return represents portfolio returns based on change in the net
asset value assuming the reinvestment of all dividends and distributions which
differs from the total investment return based on market value due to the
difference between the net asset value and the market value of the shares
outstanding; past performance is no guarantee of future results.
See Notes to Consolidated Financial Statements.
12
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities - 82.12% (A) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
Private Placement Investments - 73.29%
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 $ 2,127,151
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 2,323 shs. 04/08/04 -- 23
------------ ------------
2,125,000 2,127,174
------------ ------------
AWC HOLDING COMPANY
Amanufacturer and distributor of aluminum and vinyl windows and doors in the Southwest and Southeast regions of the U.S.
12% Senior Subordinated Note due 2012 $ 2,125,000 05/18/04 1,921,756 1,928,953
Limited Partnership Interest
of A W C Investment, LLC (B) 250 uts. 05/18/04 212,500 191,251
------------ ------------
2,134,256 2,120,204
------------ ------------
ADORN, INC.
Amanufacturer of wall panels, cabinets, moldings and countertops for houses and recreational vehicles.
12.5% Subordinated Note due 2010 $ 2,125,000 02/29/00 1,932,097 2,136,334
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 364 shs. 02/29/00 307,759 274,859
------------ ------------
2,239,856 2,411,193
------------ ------------
AMERICA'S BODY COMPANY, INC./LCP HOLDING CO.
A designer and manufacturer of commercial work vehicles
12% Preferred Stock Series C (B) 395 shs. 12/16/03 1,750,000 3,150,001
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 58 shs. * 513,334 1
------------ ------------
*11/02/98 and 12/16/03 2,263,334 3,150,002
------------ ------------
AMERICAN HOSPICE MANAGEMENT HOLDING LLC
A for-profit hospice care provider in the United States
12% Senior Subordinated Note due 2010 $ 2,125,000 01/22/04 1,892,924 2,210,000
Preferred Class A Unit (B) 2,525 uts. 01/22/04 252,500 227,250
Common Class B Unit (B) 3,042 uts. 01/22/04 -- --
------------ ------------
2,145,424 2,437,250
------------ ------------
AUGUSTA SPORTSWEAR HOLDING CO.
Amanufacturer and distributor of athletic apparel, activewear and team uniforms.
12% Senior Subordinated Note due 2012 $ 1,686,800 12/31/04 1,567,318 1,699,620
Common Stock (B) 438 shs. 12/31/04 438,200 394,380
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 137 shs. 12/31/04 119,482 1
------------ ------------
2,125,000 2,094,001
------------ ------------
13
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
BEACON MEDICAL PRODUCTS, INC
A designer, manufacturer and marketer of medical air and gas distribution systems.
Senior Secured Floating Rate Revolving Credit
Facility due 2007 $ 115,318 04/09/02 $ 115,318 $ 114,750
Senior Secured Tranche A Floating Rate Note due 2008 $ 857,926 04/09/02 857,926 849,321
12% Senior Secured Note due 2010 $ 721,196 04/09/02 620,994 758,637
Limited Partnership Interest of Riverside Capital
Appreciation Fund IV, L.P. (B) 11.16% int. 04/09/02 152,329 141,209
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 1,390 shs. 04/09/02 127,497 128,861
------------ ------------
1,874,064 1,992,778
------------ ------------
BETA BRANDS LTD
Amanufacturer of hard candy and chocolate-coated products sold primarily to the Canadian market.
5% Promissory Note due 2009 (B) $ 195,498 03/31/04 195,498 --
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 4,895 shs. 03/31/04 1 --
------------ ------------
195,499 --
------------ ------------
BETTER MINERALS & AGGREGATES
A producer of high grade industrial and specialty silica sands
14% Redeemable Preferred Stock (B) 997 shs. 09/30/99 545,858 108,990
Convertible Preferred Stock Series A and B, convertible
into common stock at $9.26 per share (B) 126,003 shs. 12/19/96 1,166,700 --
Common Stock (B) 20,027 shs. 09/30/99 799,068 --
Warrants, exercisable until 2005 and 2010, to
purchase common stock at $.01 per share (B) 11,399 shs. * 128,502 --
------------ ------------
*12/19/96 and 09/30/99 2,640,128 108,990
------------ ------------
BRAMPTON FASTENER CO. LTD
A value-added national distributor of maintenance, repair and operating supplies such as fasteners, electrical components and tools.
8% Senior Secured Term A Note due 2009 $ 806,250 12/31/04 806,250 765,938
12% Senior Secured Term B Note due 2009 $ 806,250 12/31/04 806,250 765,938
Limited Partnership Interest of Brafasco Investors LLC (B) 82,500 uts. 12/31/04 82,500 78,375
Preferred Stock (B) 290 shs. 12/31/04 -- 275,519
------------ ------------
1,695,000 1,885,770
------------ ------------
C & M CONVEYOR, INC
Amanufacturer and supplier of material handling systems to the corrugated sheet and container industry.
9.5% Senior Secured Term Note due 2007 $ 996,235 09/13/02 996,235 1,007,896
11% Senior Subordinated Note due 2010 $ 838,102 09/13/02 795,766 858,273
Common Stock (B) 316,265 shs. 09/13/02 316,265 253,012
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 137,175 shs. 09/13/02 60,250 1,372
------------ ------------
2,168,516 2,120,553
------------ ------------
14
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
CAINS FOODS, L.P.
A producer of mayonnaise and sauce products for both the retail and food service markets.
Limited Partnership Interest (B) 117 uts. 09/29/95 $ 158,369 $ 411,709
------------ ------------
CAPESUCCESS LLC
A provider of diversified staffing services
Preferred Membership Interests (B) 1,882 uts. 04/29/00 8,395 420
Common Membership Interests (B) 24,318 uts. 04/29/00 108,983 5,442
------------ ------------
117,378 5,862
------------ ------------
CAPITAL SPECIALTY PLASTICS, INC
A producer of desiccant strips used for packaging pharmaceuticals products.
Common Stock (B) 109 shs. * 503 503
------------ ------------
*12/30/97 and 05/29/99
CHEMED CORPORATION
An operator in the residential and commercial repair-and-maintenance service industry
through two wholly owned subsidiaries, Roto-Rooter and Service America.
Common Stock 20,000 shs. 02/24/04 1,000,000 1,342,200
------------ ------------
COEUR, INC
A producer of proprietary, disposable power injection syringes
8.75% Senior Secured Term Note due 2010 $ 570,652 04/30/03 570,652 587,730
11.5% Senior Subordinated Note due 2011 $ 424,819 04/30/03 389,351 437,972
Common Stock (B) 126,812 shs. 04/30/03 126,812 114,131
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 87,672 shs. 04/30/03 40,804 877
------------ ------------
1,127,619 1,140,710
------------ ------------
COINING CORPORATION OF AMERICA LLC
Amanufacturer of close tolerance parts and metal stampings
Senior Secured Floating Rate Revolving Credit
Facility due 2006 $ 129,630 01/07/02 129,630 124,950
Senior Secured Floating Rate Tranche A Note due 2007 $ 993,827 06/26/01 993,827 917,783
13% Senior Secured Tranche B Note due 2006 $ 648,148 06/26/01 648,148 630,688
Limited Partnership Interest (B) 6.38% int. 06/26/01 324,074 259,259
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 107,036 shs. 06/26/01 79,398 1,070
------------ ------------
2,175,077 1,933,750
------------ ------------
15
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
COLIBRI HOLDINGS CORPORATION
Amanufacturer and distributor of wild bird feeders and accessories
12.5% Senior Subordinated Note due 2008 $ 1,593,750 09/22/00 $ 1,428,814 $ 1,520,172
28% Preferred Stock (B) 71 shs. 11/02/01 70,833 70,494
20% Preferred Stock (B) 66 shs. 03/09/04 66,406 64,351
Common Stock (B) 1,429 shs. 09/22/00 531,250 265,624
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 843 shs. 09/22/00 265,625 8
------------ ------------
2,362,928 1,920,649
------------ ------------
CORVEST GROUP, INC
Amanufacturer and distributor of promotional products
12% Senior Subordinated Note due 2007 $ 3,863,636 * 3,750,436 3,477,272
Common Stock (B) 56 shs. * 96,591 24,145
Limited Partnership Interest (B) 19.32% int. * 284,869 71,692
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 324 shs. * 297,203 139,251
------------ ------------
*03/05/99 and 03/24/99 4,429,099 3,712,360
------------ ------------
DELSTAR HOLDING CORPORATION
Amanufacturer of plastic netting for a wide variety of industries
Convertible Preferred Stock, convertible into
common stock at $10 per share (B) 3,514 shs. 10/05/01 427,153 395,243
Convertible Preferred Stock, convertible into
common stock at $11.84 per share (B) 412 shs. 09/16/04 48,793 46,353
------------ ------------
475,946 441,596
------------ ------------
DEXTER MAGNETICS TECHNOLOGIES, INC
A designer, fabricator, assembler and distributor of industrial magnets and subassemblies in North America and Europe.
12% Senior Subordinated Note due 2006 $ 384,694 07/19/01 355,722 386,149
Common Stock (B) 585 shs. 07/19/01 585,145 625,379
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 297 shs. 07/19/01 250,611 316,970
------------ ------------
1,191,478 1,328,498
------------ ------------
DIRECTED ELECTRONICS, INC
A designer and distributor of brand name automotive security systems, audio products and installation accessories.
Class B Common Stock (B) 36,633 shs. 12/22/99 -- 560,480
Limited Partnership Interest (B) 8.70% int. 12/22/99 1 839,837
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 48,569 shs. 12/22/99 -- 743,106
------------ ------------
1 2,143,423
------------ ------------
16
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
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) 27.19% int. 08/27/98 $ 734,090 $ --
Preferred Stock (B) 3,278 shs. 12/14/01 2,784,133 1,392,069
Warrants, exercisable until 2011, to purchase common
stock of DHI Holdings, Inc. at $.01 per share (B) 13,352 shs. * 403,427 --
------------ ------------
*10/24/96 and 08/28/98 3,921,650 1,392,069
------------ ------------
DWYER GROUP, INC
A franchiser of a variety of home repair services
14% Senior Subordinated Note due 2011 $ 1,859,375 10/30/03 1,687,634 1,871,727
Common Stock (B) 6,906 shs. ** 690,600 621,540
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 2,034 shs. 10/30/03 186,469 20
------------ ------------
**10/30/03 and 01/02/04 2,564,703 2,493,287
------------ ------------
E X C ACQUISITION CORPORATION
Amanufacturer of pre-filled syringes and pump systems used for intravenous drug delivery.
15% Senior Subordinated Note due 2012 $ 2,141,068 06/28/04 2,066,639 2,226,556
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 22 shs. 06/28/04 77,208 --
------------ ------------
2,143,847 2,226,556
------------ ------------
EAGLE PACK PET FOODS, INC
Amanufacturer of premium pet food sold through independent pet stores.
14% Senior Subordinated Note due 2011 $ 1,062,500 09/24/04 1,023,925 1,064,360
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 4,085 shs. 09/24/04 39,464 41
------------ ------------
1,063,389 1,064,401
------------ ------------
EAGLE WINDOW & DOOR HOLDING CO
Amanufacturer of wood and aluminum-clad wood windows and doors
12% Senior Subordinated Note due 2010 $ 1,900,000 05/06/02 1,675,855 1,957,000
Common Stock (B) 225 shs. 05/06/02 225,000 400,928
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 441 shs. 05/06/02 285,000 785,244
------------ ------------
2,185,855 3,143,172
------------ ------------
EAST RIVER VENTURES I, L.P.
An acquirer of controlling or substantial interests in other entities.
Limited Partnership Interest (B) 0.14% int. 01/01/01 28,971 27,300
------------ ------------
17
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
ENZYMATIC THERAPY, INC
Amanufacturer and distributor of branded natural medicines and nutritional supplements.
13% Senior Subordinated Note due 2006 (B) $ 1,593,750 09/17/02 $ 1,349,781 $ 956,250
Limited Partnership Interest (B) 1.32% int. 03/30/00 531,250 5,313
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 478 shs. 03/30/00 255,000 5
------------ ------------
2,136,031 961,568
------------ ------------
EURO-PRO CORPORATION
A designer, marketer and distributor of floor care, steam cleaning and small kitchen products and appliances.
13.25% Senior Subordinated Note due 2011 $ 2,125,000 09/09/03 2,092,817 2,130,153
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 43,878 shs. 09/09/03 35,641 439
------------ ------------
2,128,458 2,130,592
------------ ------------
EVANS CONSOLES, INC
A designer and manufacturer of consoles and control center systems
10% Senior Secured Note due 2006 $ 200,934 05/06/04 200,934 200,934
Limited Partnership Interest of CM Equity Partners (B) 2.24% int. 02/11/98 128,464 --
Common Stock (B) 90,000 shs. 05/06/04 6 --
------------ ------------
329,404 200,934
------------ ------------
G C-SUN HOLDINGS, L.P.
A value-added national distributor of maintenance, repair and operating supplies such as fasteners, electrical components and tools.
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 880 shs. 03/02/00 347,288 --
------------ ------------
HAMILTON FUNERAL SERVICES CENTERS, INC
A privately held owner and operator of funeral homes in the United States.
16.5% Senior Subordinated Note due 2007 (B) $ 3,802,712 * 3,697,924 380,271
Warrant, exercisable until 2007, to purchase
common stock at $1 per share (B) 338,280 shs. * 48,447 --
------------ ------------
*01/25/99 and 07/16/99 3,746,371 380,271
------------ ------------
HIGHGATE CAPITAL LLC
An acquirer of controlling or substantial interests in manufacturing and marketing entities.
Series A Preferred Units (B) 1.19% int. 07/21/94 385,258 2,723
------------ ------------
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 ** 1,848,871 2,084,838
Common Stock (B) 63 shs. ** 62,742 56,466
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 200 shs. ** 199,501 2
------------ ------------
**06/30/04 and 08/19/04 2,111,114 2,141,306
------------ ------------
18
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
HUSSEY SEATING CORPORATION
Amanufacturer of spectator seating products
Senior Secured Floating Rate Revolving Note due 2006 $ 1,544,856 06/12/96 $ 1,544,855 $ 1,235,883
Senior Secured Floating Rate Note due 2006 $ 433,125 * 433,125 346,500
12% Senior Subordinated Note due 2006 $ 1,350,000 03/31/03 1,350,000 675,000
Common Stock (B) 4,771 shs. 03/12/04 225,000 --
------------ ------------
*06/12/96 and 08/03/01 3,552,980 2,257,383
------------ ------------
INTEGRATION TECHNOLOGY SYSTEMS, INC
Amanufacturer of steel protective computer and network systems for the industrial and office environments.
16.5% Senior Secured Note due 2006 $ 1,065,129 03/01/04 1,603,250 1,546,501
Common Stock (B) 228 shs. 06/01/00 262,200 131,100
------------ ------------
1,865,450 1,677,601
------------ ------------
JASON, INC
A diversified manufacturing company serving various industrial markets.
13% Senior Subordinated Note due 2008 $ 963,687 08/04/00 892,202 889,331
14% Cumulative Redeemable Preferred Stock Series A (B) 289 shs. 08/04/00 289,224 271,540
Limited Partnership Interests of
Saw Mill Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,409 443,253
Warrants, exercisable until 2008 and 2009, to purchase
common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 509
------------ ------------
2,183,247 1,604,633
------------ ------------
JUSTRITE MANUFACTURING ACQUISITION CO
Amanufacturer of safety products such as storage cabinets and containers.
12% Senior Subordinated Note due 2011 $ 1,593,750 12/15/04 1,492,747 1,588,576
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 1,121 shs. 12/15/04 101,109 11
------------ ------------
1,593,856 1,588,587
------------ ------------
KEEPSAKE QUILTING, INC
A seller of quilting fabrics, books, patterns, kits and notions to consumers.
Senior Secured Floating Rate Revolving Note due 2005 $ 36,693 06/16/00 36,693 36,656
Senior Secur ed Floating Rate T ranche A Note due 2007 $ 669,643 06/16/00 669,643 664,185
12% Senior Secured Tranche B Note due 2008 $ 550,392 06/16/00 524,668 566,904
Limited Partnership Interest of
Riverside XVI Holding Company, L.P. (B) 5.29% int. 06/12/00 333,490 250,051
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 1,108 shs. 06/12/00 45,866 83,064
------------ ------------
1,610,360 1,600,860
------------ ------------
19
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
KELE AND ASSOCIATES, INC
A distributor of building automation control products
12% Senior Subordinated Note due 2012 $ 1,831,548 02/27/04 $ 1,665,710 $ 1,836,182
Common Stock (B) 35 shs. 02/27/04 462,035 495,126
Warrant, exercisable until 2012, to purchase
common stock at $.01 per shar e (B) 11 shs. 02/27/04 7,793 --
------------ ------------
2,135,538 2,331,308
------------ ------------
KENAN-ADVANTAGE TRANSPORT COMPANY
A transporter of light petroleum, petrochemicals, lubricants and residual fuels.
12.5% Senior Subordinated Note due 2009 $ 1,817,435 04/30/01 1,817,435 1,853,784
Preferred Stock (B) 307 shs. 04/30/01 307,000 614,000
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 269 shs. 04/30/01 14 3
------------ ------------
2,124,449 2,467,787
------------ ------------
LANCASTER LABORATORIES, INC
A laboratory testing operation in the United States
Common Stock (B) 860,842 shs. 09/25/00 589,813 821,243
------------ ------------
LIH INVESTORS, L.P.
Amanufacturer and marketer of a broad line of external accessories for new and used sport utility vehicles, trucks and vans.
12.5% Senior Subordinated Note due 2006 $ 3,845,000 * 3,477,661 3,879,221
Common Stock (B) 5,800 shs. * 406,003 345,100
Warrant, exercisable until 2006, to purchase
common stock at $.11 per share (B) 15,572 shs. * 602,127 926,534
------------ ------------
*12/23/98 and 01/28/99. 4,485,791 5,150,855
------------ ------------
MAVERICK ACQUISITION COMPANY
Amanufacturer of capsules that cover the cork and neck of wine bottles.
Senior Secured Floating Rate Tranche A Note due 2010 $ 783,582 09/03/04 783,582 774,576
12% Senior Secured Tranche B Note due 2011 $ 313,433 09/03/04 274,990 321,131
Limited Partnership Interest (B) 7.84% int. 09/03/04 58,769 52,892
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 425 shs. 09/03/04 39,473 4
------------ ------------
1,156,814 1,148,603
------------ ------------
MAXON CORPORATION
Amanufacturer of industrial combustion equipment and related shut-off valves and control valves.
12% Senior Subordinated Note due 2012 $ 962,215 09/30/04 872,921 956,405
8.75% Senior Subordinated Note due 2012 $ 1,281,112 09/30/04 1,281,112 1,287,669
Common Stock (B) 381,672 shs. 09/30/04 381,672 343,505
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 153,572 shs. 09/30/04 90,897 1,536
------------ ------------
2,626,602 2,589,115
------------ ------------
20
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
MEDASSIST, INC
A provider of patient eligibility and accounts receivable management services to hospitals and physician practices.
12% Senior Subor dinated Note due 2011 $ 2,125,000 05/01/03 $ 2,090,089 $ 2,188,750
8% Preferred Stock (B) 84 shs. 10/28/04 83,658 83,714
Common Stock (B) 26,185 shs. 10/28/04 35,088 58,864
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 83,214 shs. 05/01/03 40,675 187,064
------------ ------------
2,249,510 2,518,392
------------ ------------
MOSS, INC
Amanufacturer and distributor of large display and exhibit structures.
Senior Secured Floating Rate Tranche A Note due 2007 $ 901,171 09/21/00 901,171 901,171
12% Senior Secured Tranche B Note due 2008 $ 336,200 09/21/00 316,761 336,200
Limited Partnership Interest of
Riverside Capital Appreciation Fund I, L.P. (B) 37.37% int. * 311,481 311,467
Warrant, exercisable until 2008, to purchase
common stock at $100 per share (B) 463 shs. 09/21/00 40,344 5
------------ ------------
*09/20/00 and 05/23/02 1,569,757 1,548,843
------------ ------------
MUSTANG VENTURES COMPANY
A natural gas gathering and processing operation located in Oklahoma and Texas.
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 16,535 shs. 12/11/02 493,501 938,300
------------ ------------
NEFF MOTIVATION, INC
Amanufacturer and distributor of customized awards and sportswear to schools.
12.5% Senior Subordinated Note due 2011 $ 1,062,500 01/31/03 905,890 1,104,782
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 212 shs. 01/31/03 180,625 86,937
------------ ------------
1,086,515 1,191,719
------------ ------------
NONNI'S FOOD COMPANY
A producer and distributor of premium biscotti and bagel chips in North America.
12.25% Senior Subordinated Note due 2012 $ 1,863,462 03/29/04 1,856,139 1,956,635
10% Preferred Stock (B) 255 shs. 03/29/04 255,083 264,889
Common Stock (B) 6,455 shs. 03/29/04 6,455 5,810
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 8,622 shs. 03/29/04 7,323 86
------------ ------------
2,125,000 2,227,420
------------ ------------
21
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
NPC, INC
Amanufacturer of flexible connectors and equipment used in the installation of sewers and storm drain pipelines.
Senior Secured Floating Rate Revolving Note due 2006 $ 243,398 06/25/99 $ 243,398 $ 239,376
Senior Secured Floating Rate Note due 2006 $ 1,957,627 06/25/99 1,957,600 1,923,919
12% Senior Secured Tranche B Note due 2007 $ 978,814 06/25/99 915,383 978,814
Limited Partnership Interest of Riverside XIII
Holding Company L.P. (B) 3.38% int. 06/11/99 296,883 221,438
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 201 shs. 06/25/99 142,373 2
------------ ------------
3,555,637 3,363,549
------------ ------------
NYLONCRAFT, INC
A supplier of engineered plastic components for the automotive industry.
9% Senior Secured Note due 2009 $ 812,500 01/28/02 812,500 910,617
11.5% Senior Subordinated Note due 2012 $ 1,500,000 01/28/02 1,368,427 1,694,076
Common Stock (B) 312,500 shs. 01/28/02 312,500 326,250
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 243,223 shs. 01/28/02 162,045 251,736
------------ ------------
2,655,472 3,182,679
------------ ------------
OLYMPIC SALES, INC
A boat retailer in Washington state, Oregon, California and British Columbia.
12% Senior Subordinated Note due 2006 $ 2,774,000 08/07/98 2,692,216 2,532,755
12% Senior Subordinated Note due 2008 $ 307,071 02/09/00 288,493 262,193
Limited Partnership Interest of Riverside VIII,
VIII-A and VIII-B Holding Company, L.P. (B) 1,531,250 uts. * 1,555,768 798,930
Warrants, exercisable until 2007and 2008, to purchase
common stock at $.01 per share (B) 28,648 shs. ** 389,188 287
------------ ------------
*08/07/98, 02/23/99, 12/22/99 and 02/25/03. **08/07/98 and 02/09/00 4,925,665 3,594,165
------------ ------------
PARADIGM PACKAGING, INC
Amanufacturer of plastic bottles and closures for the nutritional, pharmaceutical, personal care and food packaging markets.
12% Senior Subordinated Note due 2008 $ 2,125,000 12/19/00 1,956,001 2,167,500
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 597,656
------------ ------------
2,221,626 2,765,156
------------ ------------
P H I HOLDING COMPANY
A retailer of mid-priced gift items, home and garden decor, accessories and other similar consumer products.
12.5% Senior Subordinated Note due 2010 $ 2,125,000 10/25/02 1,865,115 2,188,750
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 351 shs. 10/25/02 296,747 474,093
------------ ------------
2,161,862 2,662,843
------------ ------------
22
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
PRECISION DYNAMICS, INC
Amanufacturer of custom-designed solenoid valves and controls
Senior Secured Floating Rate Revolving Credit
Facility due 2005 $ 733,500 07/22/96 $ 733,500 $ 733,500
Senior Secured Floating Rate Term Note due 2005 $ 415,650 07/22/96 415,650 415,650
12% Senior Secured Term Note due 2005 $ 326,000 07/22/96 322,639 326,000
8% Preferred Stock (B) 438 shs. 07/22/96 232,028 232,028
Common Stock (B) 599 shs. 07/22/96 28,978 28,978
Warrant, exercisable until 2005, to purchase
common stock at $.01 per share (B) 322 shs. 07/22/96 97,800 3
------------ ------------
1,830,595 1,736,159
------------ ------------
PROCESS CHEMICALS LLC
A specialty chemical company that manufactures processed chemicals for the fertilizer, asphalt and concrete industries.
Common Membership Interests 9.00% int. * 4 288,000
------------ ------------
*07/31/97 and 01/04/99
PROTEIN GENETICS, INC
A producer of bovine artificial insemination products, related breeding and
healthcare products and specialty genetics sold to the dairy and beef industries.
9.8% Redeemable Exchangeable Preferred Stock (B) 1,004 shs. 08/12/94 100,350 --
Common Stock (B) 2,600 shs. ** 126,866 --
------------ ------------
**11/14/01 and 08/12/94 227,216 --
------------ ------------
PW EAGLE, INC. - O.T.C
An extruder of small and medium diameter plastic pipe and tubing in the United States.
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 197,040 shs. 09/16/99 1 391,223
------------ ------------
1 391,223
------------ ------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake and chassis products
12% Senior Subordinated Note due 2012 $ 1,770,834 05/28/04 1,410,768 1,834,064
Common Stock (B) 354,166 shs. 05/28/04 354,166 318,749
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 377,719 shs. 05/28/04 377,719 3,777
------------ ------------
2,142,653 2,156,590
------------ ------------
QUALSERV CORPORATION
A provider of foodservice equipment and supplies, to major restaurant chains and their franchisees.
14% Senior Subordinated Note due 2012 $ 1,874,561 07/09/04 1,827,272 1,856,751
Limited Partnership Interest (B) 9.26% int. 07/09/04 259,146 233,231
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 528 shs. 07/09/04 49,061 5
------------ ------------
2,135,479 2,089,987
------------ ------------
23
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
RIVER RANCH FRESH FOODS LLC
A supplier of fresh produce to the retail and foodservice channels
13% Senior Subordinated Note due 2011 $ 1,841,667 09/29/04 $ 1,687,106 $ 1,868,926
Limited Partnership Interest (B) 40,610 uts. 09/29/04 283,333 255,000
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,715 shs. 09/29/04 157,903 236
------------ ------------
2,128,342 2,124,162
------------ ------------
ROYAL BATHS MANUFACTURING COMPANY
Amanufacturer and distributor of acrylic and cultured marble bathroom products.
12.5% Senior Subor dinated Notes due 201 1 $ 1,062,500 11/14/03 949,487 1,055,669
Warrant, exercisable until 2011, to purchase
common stock at $.01 per shar e (B) 140 shs. 11/14/03 122,946 1
------------ ------------
1,072,433 1,055,670
------------ ------------
SAFETY SPEED CUT MANUFACTURING COMPANY, INC
Amanufacturer of vertical panel saws and routers for the wood working industry.
Senior Secured Floating Rate Revolving Note due 2006 $ 37,688 05/01/03 37,688 38,233
Senior Secured Floating Rate Tranche A Note due 2007 $ 1,271,984 06/02/99 1,271,984 1,271,984
12% Senior Secured Tranche B Note Due 2007 $ 1,130,652 06/02/99 1,130,652 1,130,652
Class B Common Stock (B) 1,480 shs. 06/02/99 256,212 435,712
------------ ------------
2,696,536 2,876,581
------------ ------------
SAVAGE SPORTS HOLDING, INC
Amanufacturer of sporting firearms
12% Senior Subordinated Note due 2012 $ 1,583,793 09/10/04 1,427,169 1,563,950
Common Stock (B) 586 shs. 09/10/04 586,207 527,589
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 134 shs. 09/10/04 113,578 1
------------ ------------
2,126,954 2,091,540
------------ ------------
SELIG ACQUISITION CORPORATION
Amanufacturer of container sealing materials for bottles used in consumer products.
12% Senior Subordinated Note due 2009 $ 2,125,000 06/13/02 1,989,623 2,163,250
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 2,011 shs. 06/13/02 182,023 502,675
------------ ------------
2,171,646 2,665,925
------------ ------------
SHELTER ACQUISITION, INC
A distributor of roofing supplies and products throughout the Midwest.
12.5% Senior Subordinated Note due 2008 $ 1,517,857 08/01/02 1,365,546 1,548,214
Common Stock (B) 901,775 shs. * 901,775 811,598
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 263,444 shs. 08/01/02 216,446 2,634
------------ ------------
*08/01/02, 01/17/03 and 12/31/04 2,483,767 2,362,446
------------ ------------
24
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
SNYDER INDUSTRIES, INC
Amanufacturer of proprietary rotationally molded polyethylene containers.
12.25% Senior Subordinated Note due 2008 $ 3,125,000 12/06/99 $ 2,865,404 $ 3,125,000
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 513 shs. 12/06/99 426,136 154,379
------------ ------------
3,291,540 3,279,379
------------ ------------
SPECIALTY FOODS GROUP, INC
Amanufacturer and distributor of branded meat products
Limited Partnership Interest of MHD Holdings LLC (B) 1.43% int. 08/29/00 525,155 135,261
------------ ------------
SPORT COURT INTERNATIONAL, INC
A designer and manufacturer of synthetic indoor and outdoor sports flooring and other temporary flooring products.
Senior Secured Floating Rate Revolving Note due 2009 $ 185,750 08/12/04 185,750 184,060
Senior Secured Floating Rate Note due 2009 $ 527,171 08/12/04 527,171 522,015
12% Senior Secured Note due 2012 $ 254,282 08/12/04 237,207 257,914
Limited Partnership Interest (B) 7.75% int. 08/12/04 65,830 59,247
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 33 shs. 08/12/04 17,598 --
------------ ------------
1,033,556 1,023,236
------------ ------------
STRATEGIC EQUIPMENT & SUPPLY CORPORATION, INC
A provider of kitchen and restaurant design, equipment fabrication and installation services.
12% Senior Subordinated Note due 2008 $ 3,875,000 01/14/00 3,529,096 3,875,000
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 106,539 shs. 01/14/00 658,751 --
------------ ------------
4,187,847 3,875,000
------------ ------------
SYNVENTIVE EQUITY LLC
Amanufacturer of hot runner systems used in the plastic injection molding process.
12% Senior Subor dinated Note due 2007 $ 1,841,667 08/21/03 1,778,154 1,878,500
Limited Partnership Interest (B) 1.99% int. 08/20/03 283,333 1,257,999
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 86,780 shs. 08/21/03 85,000 385,303
------------ ------------
2,146,487 3,521,802
------------ ------------
THE TRANZONIC COMPANIES
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 2009 $ 2,712,000 02/05/98 2,491,969 2,712,000
Common Stock (B) 630 shs. 02/04/98 630,000 534,477
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 444 shs. 02/05/98 368,832 376,675
------------ ------------
3,490,801 3,623,152
------------ ------------
25
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
TIDEWATER HOLDINGS, INC
An operator of a barge transportation line on the Columbia/Snake River system.
17% Preferred Stock (B) 560 shs. 12/23/02 $ 560,000 $ 532,000
Convertible Preferred Stock, convertible into
common stock at $1,000 per share (B) 1,120 shs. 07/25/96 1,120,000 1,008,000
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 474 shs. 07/25/96 48,216 426,384
------------ ------------
1,728,216 1,966,384
------------ ------------
TOMAH HOLDINGS, INC
Amanufacturer of specialty chemicals
16% Senior Subor dinated Note due 201 1 $ 1,461,764 12/08/03 1,412,547 1,497,597
16% Preferred Stock Series A (B) 37 shs. 12/08/03 631,630 646,900
Common Stock (B) 5,269 shs. 12/08/03 131,471 118,323
------------ ------------
2,175,648 2,262,820
------------ ------------
TRONAIR, INC
A designer, engineer and manufacturer of ground support equipment for the business, commuter and commercial aviation markets.
10.5% Senior Secur ed T erm Note due 2008 $ 1,579,293 01/20/00 1,579,293 1,604,139
12% Senior Subordinated Note due 2010 $ 1,326,500 01/20/00 1,264,503 1,362,699
Common Stock (B) 227,400 shs. 01/20/00 227,400 181,920
Warrant, exercisable until 2010, to purchase
common stock at $1 per share (B) 260,563 shs. 01/20/00 98,540 2,606
------------ ------------
3,169,736 3,151,364
------------ ------------
TRUSTILE DOORS, INC
Amanufacturer and distributor of interior doors
12.5% Senior Subor dinated Note due 2010 $ 1,062,500 04/11/03 982,438 1,080,697
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 5,781 shs. 04/11/03 95,625 58
------------ ------------
1,078,063 1,080,755
------------ ------------
TUBULAR TEXTILE MACHINERY
A designer, manufacturer, sale and servicer of finishing machinery for the knit and woven segments of the global textile industry.
12% Senior Subordinated Note due 2014 $ 1,234,551 05/28/04 1,108,484 1,266,268
8.75% Senior Secured Note due 2011 $ 716,292 05/28/04 716,292 738,112
Common Stock (B) 674,157 shs. 05/28/04 674,157 606,741
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 203,912 shs. 05/28/04 130,789 2,039
------------ ------------
2,629,722 2,613,160
------------ ------------
TVI, INC
A retailer of used clothing in the United States, Canada and Australia.
Common Stock (B) 354,167 shs. 05/02/00 354,167 414,375
------------ ------------
26
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
U S M HOLDINGS CORPORATION
A provider of facility maintenance services to retail and corporate clients with multiple locations.
12% Senior Subordinated Note due 2011 $ 1,789,474 08/06/03 $ 1,521,202 $ 1,837,344
Preferred Stock (B) 3,345 shs. 08/06/03 334,494 334,495
Common Stock (B) 1,032 shs. 08/06/03 1,032 1,032
Warrant, exercisable until 2011, to purchase
common stock at $.01 per shar e (B) 949 shs. 08/06/03 298,198 9
------------ ------------
2,154,926 2,172,880
------------ ------------
U-LINE CORPORATION
Amanufacturer of high-end, built-in, undercounter icemaking, wine storage and refrigeration appliances
12.5% Senior Subordinated Note due 2012 $ 1,882,100 04/30/04 1,679,510 1,918,090
10% Junior Subordinated Note due 2012 $ 63,735 04/30/04 63,750 64,146
Common Stock (B) 182 shs 04/30/04 182,200 163,980
Warrant, exercisable until 2012, to purchase
common stock at $1 per share (B) 230 shs. 04/30/04 211,736 2
------------ ------------
2,137,196 2,146,218
------------ ------------
VICTORY VENTURES LLC
An acquirer of controlling or substantial interests in other entities.
Series A Preferred Units (B) 0.13% int. 12/02/96 1 2
------------ ------------
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 1,704,660 1,914,282
Common Stock (B) 23,771 shs. 09/24/04 237,710 213,939
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,787 shs. 09/24/04 186,883 238
------------ ------------
2,129,253 2,128,459
------------ ------------
VITEX PACKAGING GROUP, INC
Amanufacturer of specialty packaging, primarily envelopes and tags used on tea bags and medical and food products.
12.5% Senior Subordinated Note due 2012 $ 1,700,000 07/19/04 1,483,065 1,711,027
Limited Partnership Interest Class A (B) 414,375 uts. 07/19/04 414,375 372,938
Limited Partnership Interest Class B (B) 182,935 uts. 07/19/04 182,935 164,642
------------ ------------
2,080,375 2,248,607
------------ ------------
WALLS INDUSTRIES, INC
A provider of branded workwear and sporting goods apparel
10% Senior Subordinated Lien Note due 2009 $ 1,006,579 07/12/04 1,006,579 996,155
14% Senior Subordinated Note due 2012 $ 1,048,440 07/12/04 1,045,537 1,037,943
Limited Partnership Interest (B) 0.40% int. 07/12/04 37,281 33,553
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 4,029 shs. 07/12/04 2,833 40
------------ ------------
2,092,230 2,067,691
------------ ------------
27
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
Shares, Units
Warrants, Ownership Acquisition
Corporate Restricted Securities(A)(Continued) or Principal Amount Date Cost Fair Value
----------------------------------------------------------------------------------------------------------------------------------
WASHINGTON INVENTORY SERVICES, INC
A provider of physical inventory taking and other related services to retailers.
12.5% Senior Subordinated Note due 2011 $ 1,075,768 11/03/00 $ 1,050,602 $ 1,086,526
Senior Preferred Stock (B) 4,692 shs. 11/01/00 224,031 219,540
Class B Common Stock (B) 8,959 shs. 11/01/00 8,959 82,486
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 3,979 shs. 11/03/00 -- 36,599
------------ ------------
1,283,592 1,425,151
------------ ------------
WEASLER HOLDINGS LLC
Amanufacturer of mechanical power transmission components for the agricultural, lawn and turf industries.
Limited Partnership Interest (B) 1.55% int. 02/03/03 101,190 117,380
Warrant, exercisable until 2010, to purchase
common stock at $.01 per shar e (B) 256 shs. 02/04/03 209,829 297,262
------------ ------------
311,019 414,642
------------ ------------
WICOR AMERICAS, INC
Amanufacturer of cellulose based insulation products, systems and services for electrical transformer equipment manufacturers.
20% Senior Subordinated Secured Note due 2009 $ 2,520,040 11/09/01 2,594,199 2,517,822
------------ ------------
Total Private Placement Investments $164,315,614 $160,130,838
------------ ------------
28
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
(Unaudited)
Interest Due Shares or
Corporate Restricted Securities:(A) (Continued) Rate Date Principal Amount Cost Fair Value
---------------------------------------------------------------------------------------------------------------------------------
Rule 144A Securities - 8.83%: (A)
BONDS - 8.44%
A E S Corporation 8.750% 05/15/13 $ 1,025,000 $ 1,129,312 $ 1,164,656
A E S Corporation 9.000 05/15/15 200,000 200,000 229,000
Affinia Group, Inc. 9.000 11/30/14 960,000 974,316 1,000,800
BCP Caylux Holding Lux SCA 9.625 06/15/14 750,000 752,424 845,625
Blockbuster, Inc. 9.000 09/01/12 475,000 477,178 469,062
Bombardier, Inc. 6.300 05/01/14 1,000,000 890,000 867,500
C C O Holdings LLC 6.615 12/15/10 500,000 500,000 500,000
Cablevision Systems Corporation 6.669 04/01/09 1,000,000 1,000,000 1,060,000
Calpine Corporation 8.750 07/15/13 500,000 465,000 412,500
Charter Communications Op LLC 8.000 04/30/12 250,000 249,375 260,000
Dana Credit Corporation 8.375 08/15/07 500,000 500,000 545,000
Douglas Dynamics LLC 7.750 01/15/12 325,000 325,000 329,469
GulfMark Offshore, Inc. 7.750 07/15/14 565,000 562,599 598,900
Interactive Health LLC 7.250 04/01/11 900,000 737,200 783,000
Jostens I H Corp 7.625 10/01/12 1,250,000 1,250,000 1,300,000
K 2, Inc. 7.375 07/01/14 325,000 325,000 355,875
Maax Holdings, Inc. (B) 0.000 12/15/12 1,250,000 805,563 784,375
Magnachip Semiconductor 8.000 12/15/14 100,000 100,000 104,250
Markwest Energy 6.875 11/01/14 475,000 475,000 482,125
Metaldyne Corporation 10.000 11/01/13 510,000 514,020 484,500
N R G Ener gy, Inc. 8.000 12/15/13 700,000 700,000 763,000
Pinnacle Foods Holding 8.250 12/01/13 450,000 450,000 428,625
Rogers Wireless, Inc. 7.250 12/15/12 165,000 165,000 174,900
Rogers Wireless, Inc. 8.000 12/15/12 165,000 165,000 174,487
Rogers Wireless, Inc. 7.500 03/15/15 120,000 120,000 126,600
Siebe PLC 6.500 01/15/10 650,000 572,000 620,750
Stanadyne Corporation 10.000 08/15/14 1,500,000 1,500,000 1,620,000
Tenet Healthcare Corporation 9.875 07/01/14 500,000 488,370 545,000
Texas Genco LLC 6.875 12/15/14 705,000 705,000 728,794
Universal City Florida 7.200 05/01/10 200,000 200,000 208,000
Universal City Florida 8.375 05/01/10 200,000 200,000 207,500
Warner Music Group 7.375 04/15/14 275,000 275,000 281,875
------------ ------------ ------------
TOTAL BONDS $ 18,490,000 17,772,357 18,456,168
------------ ------------ ------------
COMMON STOCK - 0.00%
Jordan Telecom Products (B) 70 $ 14,000 --
------------ ------------
TOTAL COMMON STOCK 14,000 --
------------ ------------
CONVERTIBLE BONDS - 0.39%
Cymer, Inc. 3.500% 02/15/09 $ 850,000 $ 850,000 $ 845,750
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS $ 850,000 850,000 845,750
------------ ------------ ------------
WARRANTS - 0.00%
Winsloew Furniture, Inc. (B) 900 $ 9 $ 14
------------ ------------
TOTAL WARRANTS 9 14
------------ ------------
TOTAL RULE 144A SECURITIES 18,636,366 19,301,932
------------ ------------
TOTAL CORPORATE RESTRICTED SECURITIES $182,951,980 $179,432,770
------------ ------------
29
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
(Unaudited)
Interest Due
Corporate Public Securities - 30.00%:(A) Rate Date Principal Amount Cost Market Value
---------------------------------------------------------------------------------------------------------------------------------
BONDS - 26.01%
A E P Industries, Inc. 9.875% 11/15/07 $ 350,000 $ 333,375 $ 356,125
Abitibi-Consolidated, Inc. 7.750 06/15/11 1,000,000 1,036,668 1,050,000
Activant Solutions, Inc. 10.500 06/15/11 850,000 860,973 913,750
Aearo Co. 8.250 04/15/12 450,000 450,000 463,500
Alamosa Delaware, Inc. 11.000 07/31/10 325,000 330,305 382,688
Alamosa Delaware, Inc. 8.500 01/31/12 400,000 400,000 437,000
Allied W aste NA 7.875 04/15/13 1,000,000 1,027,239 1,025,000
American Media Operation, Inc. 8.875 01/15/11 900,000 901,677 957,375
Appleton Papers, Inc. 8.125 06/15/11 300,000 300,000 323,250
Argo Tech Corporation 9.250 06/01/11 850,000 850,000 932,875
B & G Foods, Inc. 8.000 10/01/11 700,000 700,000 745,500
Bally Total Fitness Holding Corporation 9.875 10/15/07 135,000 128,925 116,100
C S C Holdings, Inc. 7.625 04/01/11 500,000 502,174 538,750
Cadmus Communications Corporation 8.375 06/15/14 750,000 750,000 816,563
Cenveo Corporation 7.875 12/01/13 1,100,000 1,100,000 1,023,000
Charter Comm Holdings LLC 10.000 04/01/09 1,000,000 815,000 900,000
Chemed Corporation 8.750 02/24/11 1,125,000 1,125,000 1,175,625
Chesapeake Energy Corporation 7.000 08/15/14 325,000 325,000 346,125
Cincinnati Bell, Inc. 8.375 01/15/14 1,100,000 1,007,500 1,113,750
Collins & Aikman Products Co. 10.750 12/31/11 1,000,000 1,027,549 1,020,000
Del Monte Corporation 8.625 12/15/12 225,000 225,000 252,000
Dollar Financial Group 9.750 11/15/11 600,000 600,000 651,000
Dominos, Inc. 8.250 07/01/11 292,000 289,892 319,010
Dynegy Holdings, Inc. 6.875 04/01/11 500,000 422,500 481,250
El Paso Corporation 7.875 06/15/12 300,000 303,716 313,875
Esterline T echnologies 7.750 06/15/13 200,000 200,000 218,500
Flextronics Intl Ltd 6.500 05/15/13 400,000 400,000 410,000
G F S I, Inc. 9.625 03/01/07 750,000 675,180 727,500
Gencorp, Inc. 9.500 08/15/13 400,000 400,000 446,000
General Nutrition Center 8.500 12/01/10 800,000 800,000 756,000
Goodyear Tire & Rubber Co. 7.857 08/15/11 650,000 607,750 659,750
Great Lakes Dr edge & Dock Corporation 7.750 12/15/13 750,000 679,250 682,500
Houghton Mif flin Co. 9.875 02/01/13 1,000,000 1,055,505 1,095,000
Huntsman LLC 11.625 10/15/10 500,000 494,075 591,250
Imax Corporation 9.625 12/01/10 500,000 500,000 545,000
Interpool, Inc. 7.350 08/01/07 750,000 766,118 761,250
Intrawest Corporation 7.500 10/15/13 500,000 500,000 531,875
Koppers Inc. 9.875 10/15/13 700,000 700,000 798,000
Land O'Lakes, Inc. 9.000 12/15/10 750,000 750,000 821,250
Leucadia National Corporation 7.000 08/15/13 650,000 663,513 669,500
Lodgenet Entertainment Corporation 9.500 06/15/13 425,000 425,000 469,625
Lyondell Chemical Co. 9.500 12/15/08 900,000 921,349 976,500
M C I, Inc. 7.735 05/01/14 1,000,000 905,000 1,075,000
M G M Mirage, Inc. 6.000 10/01/09 375,000 380,351 384,375
M S X International, Inc. 11.000 10/15/07 350,000 347,004 353,500
Majestic Star Casino LLC 9.500 10/15/10 500,000 500,000 530,000
Manitowoc Company , Inc. 7.125 11/01/13 200,000 200,000 216,500
Mediacom LLC 9.500 01/15/13 1,150,000 1,136,000 1,154,312
30
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
(Unaudited)
Interest Due
Corporate Public Securities:(A)continued Rate Date Principal Amount Cost Market Value
---------------------------------------------------------------------------------------------------------------------------------
Merrill Corporation 12.000% 05/01/09 $ 1,000,000 $ 1,059,737 $ 1,060,000
Metaldyne Corporation 11.000 06/15/12 750,000 601,250 622,500
Mrs Fields Brands/Finance 11.500 03/15/11 750,000 713,710 746,250
Nalco Co. 7.750 11/15/11 500,000 500,000 540,000
National Wine & Spirit, Inc. 10.125 01/15/09 500,000 485,250 495,000
Neff Corporation 10.250 06/01/08 170,000 168,062 163,625
Nextel Communications Corporation 7.375 08/01/15 700,000 713,878 770,000
North Amer Energy Partners 8.750 12/01/11 400,000 400,000 408,000
Numatics, Inc. 9.625 04/01/08 550,000 539,527 503,250
O E D Corp/Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 980,000
O M Group, Inc. 9.250 12/15/11 750,000 777,169 798,750
Offshore Logistics, Inc. 6.125 06/15/13 450,000 450,000 456,750
Pacific Energy Partners 7.125 06/15/14 500,000 504,417 532,500
Pliant Corporation 0.000 06/15/09 875,000 757,308 975,000
Pliant Corporation 13.000 06/01/10 1,000,000 936,875 808,281
Quintiles T ransnational Corporation 10.000 10/01/13 500,000 500,000 560,000
Rayovac Corporation 8.500 10/01/13 200,000 200,000 222,000
Rent-A-Center, Inc. 7.500 05/01/10 400,000 400,000 414,500
Rent-Way, Inc. 11.875 06/15/10 800,000 846,661 901,000
Rhodia SA 10.250 06/01/10 800,000 829,320 900,000
Rhodia SA 8.875 06/01/11 500,000 499,668 503,750
S P X Corporation 6.250 06/15/11 400,000 400,000 422,000
Sea Containers Ltd 10.500 05/15/12 785,000 765,526 826,213
Service Corporation International 6.000 12/15/05 41,000 41,185 41,717
Sheridan Acquisition Corporation 10.250 08/15/11 375,000 370,001 410,156
Ship Finance Intl Ltd 8.500 12/15/13 750,000 750,000 772,500
Sports Club Co. 11.375 03/15/06 150,000 145,500 145,500
Tekni-Plex, Inc. 12.750 06/15/10 1,000,000 960,125 950,000
Telex Communications, Inc. 0.000 01/15/09 471,915 206,820 283,149
Telex Communications, Inc. 11.500 10/15/08 500,000 500,000 545,000
Tenet Healthcare Corporation 6.375 12/01/11 500,000 482,500 463,750
Tenneco Automotive, Inc. 10.250 07/15/13 400,000 400,000 472,000
Thermadyne Holdings Corporation 9.250 02/01/14 1,000,000 986,250 975,000
Triton P C S, Inc. 8.500 06/01/13 550,000 550,000 530,750
United Rentals, Inc. 7.750 11/15/13 625,000 625,000 612,500
United Rentals, Inc. 7.000 02/15/14 500,000 500,000 467,500
Utilicorp United, Inc. 9.950 02/01/11 1,000,000 1,107,176 1,132,500
Vicorp Restaurants, Inc. 10.500 04/15/11 600,000 592,746 603,000
Vought Aircraft Industries 8.000 07/15/11 1,000,000 1,001,034 972,500
Williams Scotsman, Inc. 9.875 06/01/07 500,000 492,500 500,000
Wornick Co. 10.875 07/15/11 750,000 750,000 813,750
------------ ------------ ------------
TOTAL BONDS $ 55,269,915 54,313,743 56,827,939
------------ ------------ ------------
31
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
(Unaudited)
Interest Due Shares or
Corporate Public Securities:(A)continued Rate Date Principal Amount Cost Market Value
---------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK - 3.42%
Bill Barrett Corp. (B) 27,800 $ 695,000 $ 889,322
Calamos Asset Management Inc. (B) 13,600 244,800 367,200
Conor Medsystems, Inc. (B) 3,300 42,900 45,705
Dreamworks Animation SKG (B) 6,500 182,000 243,815
Foundation Coal Holdings, Inc. (B) 3,400 74,800 78,404
H C I Direct, Inc. (B) 1,000 -- --
Iowa Telecomm Services, Inc. (B) 6,600 125,400 142,362
Las Vegas Sands Corporation (B) 500 14,500 24,000
Orange 21, Inc. (B) 9,800 85,750 102,410
PepsiAmericas, Inc. 92,145 2,006,365 1,957,160
Rent-Way, Inc. (B) 92,866 916,263 743,857
Supreme Industries, Inc. 115,722 267,325 741,778
T G C Industries, Inc. (B) 6,361 9,497 18,700
Telex Communications, Inc. (B) 489 7 489
Telex Communications, Inc. (B) 17,707 1 177
The 9 Limited (B) 3,300 56,100 77,946
Transmontaigne, Inc. (B) 333,326 1,109,176 2,043,289
------------ ------------
TOTAL COMMON STOCK 5,829,884 7,476,614
CONVERTIBLE BONDS - 0.57%
Leucadia National Corporation 3.750% 04/15/14 $ 1,000,000 $ 1,000,000 $ 1,236,250
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS $ 1,000,000 1,000,000 1,236,250
============ ------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 61,143,627 $ 65,540,803
------------ ------------
Interest Due
Short-Term Securities: Rate/Yield Date Principal Amount Cost Market Value
---------------------------------------------------------------------------------------------------------------------------------
COMMERCIAL PAPER - 1.03%
Alcoa, Inc. 2.170% 01/03/05 $ 1,358,000 $ 1,357,836 $ 1,357,836
Union Electric Company 2.300 01/04/05 895,000 894,829 894,829
------------ ------------ ------------
TOTAL SHORT-TERM SECURITIES $ 2,253,000 $ 2,252,665 $ 2,252,665
============ ------------ ------------
TOTAL INVESTMENTS 113.15% $246,348,272 $247,226,238
============ ------------
Other Assets 4.71 10,295,613
Liabilities (17.86) (39,016,703)
------ ------------
TOTAL NET ASSETS 100.00% $218,505,148
====== ============
(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.
See Notes to Consolidated Financial Statements.
32
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2004
Fair Value/
Industry Classification: Market Value
------------------------------------------------------------
AEROSPACE - 2.36%
Argo Tech Corporation $ 932,875
Bombardier, Inc. 867,500
Esterline Technologies 218,500
Qualis Automotive LLC 2,156,590
Vought Aircraft Industries 972,500
------------
5,147,965
------------
AUTOMOBILE - 7.69%
America's Body Company, Inc./LCP Holding Co. 3,150,002
Collins & Aikman Products Co. 1,020,000
Gencorp, Inc. 446,000
Goodyear Tire & Rubber Co. 659,750
Jason, Inc. 1,604,633
LIH Investors, L.P. 5,150,855
Metaldyne Corporation 1,107,000
Nyloncraft, Inc. 3,182,679
Tenneco Automotive, Inc. 472,000
------------
16,792,919
------------
BEVERAGE, DRUG & FOOD - 6.65%
B & G Foods, Inc. 745,500
Beta Brands Ltd --
Cains Foods, L.P. 411,709
Del Monte Corporation 252,000
Dominos, Inc. 319,010
Eagle Pack Pet Foods, Inc. 1,064,401
Land O' Lakes, Inc. 821,250
National Wine & Spirit Inc. 495,000
Nonni's Food Company, Inc. 2,227,420
PepsiAmericas, Inc. 1,957,160
Pinnacle Foods Holdings 428,625
River Ranch Fresh Foods LLC 2,124,162
Specialty Foods Group, Inc. 135,261
Vicorp Restaurants, Inc. 603,000
Vitality Foodservice, Inc. 2,128,459
Wornick Co. 813,750
------------
14,526,707
------------
BROADCASTING & ENTERTAINMENT - 2.70%
C C O Holdings LLC 500,000
C S C Holdings, Inc. 538,750
Cablevision Systems Corporation 1,060,000
Cenveo Corporation 1,023,000
Charter Communications Holdings LLC 260,000
Charter Communications Op LLC 900,000
Lodgenet Entertainment Corporation 469,625
Mediacom LLC 1,154,312
------------
5,905,687
------------
Fair Value/
Industry Classification: continued Market Value
------------------------------------------------------------
BUILDINGS & REAL ESTATE - 5.09%
AW C Holding Company $ 2,120,204
Adorn, Inc. 2,411,193
Eagle Window & Door Holding Co. 3,143,172
Shelter Acquisition, Inc. 2,362,446
TruStile Doors, Inc. 1,080,755
------------
11,117,770
------------
CARGO TRANSPORT - 2.38%
Kenan-Advantage Transport Company 2,467,787
Ship Finance International Ltd. 772,500
Tidewater Holdings, Inc. 1,966,384
------------
5,206,671
------------
CHEMICAL, PLASTICS & RUBBER - 3.26%
Capital Specialty Plastics, Inc. 503
Huntsman LLC 591,250
Koppers Inc. 798,000
Lyondell Chemical Co. 976,500
O M Group, Inc. 798,750
Process Chemicals LLC 288,000
Rhodia SA 1,403,750
Tomah Holdings, Inc. 2,262,820
------------
7,119,573
------------
CONSUMER PRODUCTS - 9.29%
Appleton Papers, Inc. 323,250
Augusta Sportswear Holding Co. 2,094,001
Colibri Holdings Corporation 1,920,649
Euro-Pro Corporation 2,130,592
G F S I, Inc. 727,500
H C I Direct, Inc. --
Justrite Manufacturing Acquisition Co. 1,588,587
K 2, Inc. 355,875
Maax Holdings, Inc. 784,375
Maverick Acquisition Company 1,148,603
Neff Motivation, Inc. 163,625
Rayovac Corporation 222,000
Royal Baths Manufacturing Company 1,055,670
Savage Sports Holding, Inc. 2,091,540
The Tranzonic Companies 3,623,152
Walls Industries, Inc. 2,067,691
Winsloew Furniture, Inc. 14
------------
20,297,124
------------
CONTAINERS, PACKAGING & GLASS - 6.81%
A E P Industries, Inc. 356,125
Paradigm Packaging, Inc. 2,765,156
Pliant Corporation 1,783,281
Sea Containers Ltd. 826,213
33
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2004
Fair Value/
Industry Classification: continued Market Value
------------------------------------------------------------
Selig Acquisition Corporation $ 2,665,925
Snyder Industries, Inc. 3,279,379
Tekni-Plex, Inc. 950,000
Vitex Packaging, Inc. 2,248,607
------------
14,874,686
------------
DISTRIBUTION - 6.82%
Affinia Group, Inc. 1,000,800
Brampton Fastener Co. Ltd 1,885,770
Corvest Group, Inc. 3,712,360
G C-Sun Holdings LP --
Kele and Associates, Inc. 2,331,308
QualServ Corporation 2,089,987
Strategic Equip & Supply Corporation, Inc. 3,875,000
------------
14,895,225
------------
DIVERSIFIED/CONGLOMERATE, MANUFACTURING - 3.81%
Activant Solutions Inc 913,750
Coining of America LLC 1,933,750
Dexter Magnetics Technologies, Inc. 1,328,498
Douglas Dynamics LLC 329,469
Evans Consoles, Inc. 200,934
Great Lakes Dredge & Dock Corporation 682,500
S P X Corporation 422,000
Wicor Americas, Inc. 2,517,822
------------
8,328,723
------------
DIVERSIFIED/CONGLOMERATE, SERVICE - 7.52%
Abitibi-Consolidated, Inc. 1,050,000
Allied Waste NA 1,025,000
Calamos Asset Management, Inc. 367,200
CapeSuccess LLC 5,862
Chemed Corporation 2,517,825
Diversco, Inc./DHI Holdings, Inc. 1,392,069
Dreamworks Animation SKG 243,815
Dwyer Group, Inc. 2,493,287
Hamilton Funeral Services Centers, Inc. 380,271
Lancaster Laboratories, Inc. 821,243
Moss, Inc. 1,548,843
M S X International, Inc. 353,500
Orange 21, Inc. 102,410
Service Corporation International 41,717
The 9 Limited 77,946
U S M Holdings Corporation 2,172,880
Universal City Florida 415,500
Washington Inventory Services, Inc. 1,425,151
------------
16,434,519
------------
Fair Value/
Industry Classification: continued Market Value
------------------------------------------------------------
ELECTRONICS - 3.76%
A E S Corporation $ 1,393,656
Calpine Corporation 412,500
Directed Electronics, Inc. 2,143,423
Flextronics International Ltd. 410,000
N R G Energy, Inc. 763,000
Precision Dynamics, Inc. 1,736,159
Siebe PLC 620,750
Texas Genco LLC 728,794
------------
8,208,282
------------
FARMING & AGRICULTURE - 0.00%
Protein Genetics, Inc. --
------------
FINANCIAL SERVICES - 2.74%
BCP Caylux Holding Lux SCA 845,625
Dana Credit Corporation 545,000
Dollar Financial Group 651,000
East River Ventures I, L.P. 27,300
Highgate Capital LLC 2,723
Interpool, Inc. 761,250
Leucadia National Corporation 1,905,750
Mrs. Fields Brands / Finance 746,250
Victory Ventures LLC 2
Williams Scotsman, Inc. 500,000
------------
5,984,900
------------
HEALTHCARE, EDUCATION & CHILDCARE - 4.34%
A T I Acquisition Company 2,127,174
American Hospice Management Holding LLC 2,437,250
Conor Medsystems, Inc. 45,705
Interactive Health LLC 783,000
MedAssist, Inc. 2,518,392
Quintiles Transnational Corporation 560,000
Tenet Healthcare Corporation 1,008,750
------------
9,480,271
------------
HOME & OFFICE FURNISHINGS, HOUSEWARES,
AND DURABLE CONSUMER PRODUCTS -3.46%
Home Decor Holding Company 2,141,306
Hussey Seating Corporation 2,257,383
Sport Court Int'l, Inc. 1,023,236
U-Line Corporation 2,146,218
------------
7,568,143
------------
LEISURE, AMUSEMENT, ENTERTAINMENT - 2.28%
Bally Total Fitness Holding Corp 116,100
IMAX Corporation 545,000
Intrawest Corporation 531,875
Keepsake Quilting, Inc. 1,600,860
Las Vegas Sands Corporation 24,000
34
MassMutual Corporate Investors
CONSOLIDATED SCHEDULE OF INVESTMENTS
December 31, 2004
Fair Value/
Industry Classification: continued Market Value
------------------------------------------------------------
M G M Mirage, Inc. $ 384,375
Majestic Star Casino LLC 530,000
O E D Corp/Diamond Jo Company Guarantee 980,000
Warner Music Group 281,875
------------
4,994,085
------------
MACHINERY - 12.13%
Aearo Co. 463,500
C & M Conveyor, Inc. 2,120,553
Integration Technology Systems, Inc. 1,677,601
Manitowoc Company, Inc. 216,500
Maxon Corporation 2,589,115
N P C, Inc. 3,363,549
Numatics, Inc. 503,250
PW Eagle, Inc. 391,223
Safety Speed Cut Manufacturing Company, Inc. 2,876,581
Stanadyne Corporation 1,620,000
Synventive Equity LLC 3,521,802
Thermadyne LLC 975,000
Tronair, Inc. 3,151,364
Tubular Textile Machinery 2,613,160
Weasler Holdings LLC 414,642
------------
26,497,840
------------
MEDICAL DEVICES/BIOTECH - 2.45%
Bausch & Lomb, Inc.
Beacon Medical Products, Inc. 1,992,778
Coeur, Inc. 1,140,710
E X C Acquisition Corporation 2,226,556
------------
5,360,044
------------
MINING, STEEL, IRON & NON PRECIOUS METALS - 0.05%
Better Minerals & Aggregates 108,990
------------
OIL & GAS - 3.04%
Chesapeake Energy Corporation 346,125
Dynegy Holdings, Inc. 481,250
Foundation Coal Holdings, Inc. 78,404
GulfMark Offshore, Inc. 598,900
Mustang Ventures Company 938,300
North American Energy Partners 408,000
Offshore Logistics, Inc. 456,750
Pacific Energy Partners 532,500
Supreme Industries, Inc. 741,778
T G C Industries, Inc. 18,700
Transmontaigne, Inc. 2,043,289
------------
6,643,996
------------
PHARMACEUTICALS - 0.44%
Enzymatic Therapy, Inc. 961,568
Publishing/Printing - 2.58%
American Media Operation, Inc. $ 957,375
Cadmus Communications Corporation 816,563
Houghton Mifflin Co. 1,095,000
Jostens I H Corporation 1,300,000
Merrill Corporation 1,060,000
Sheridan Acquisition Corporation 410,156
------------
5,639,094
------------
RETAIL STORES - 5.66%
Blockbuster, Inc. 469,062
General Nutrition Center 756,000
Neff Corporation 1,191,719
Olympic Sales, Inc. 3,594,165
P H I Holding Company 2,662,843
Rent-A-Center, Inc. 414,500
Rent-Way, Inc. 1,644,857
Sports Club Co. 145,500
TVI, Inc. 414,375
United Rentals, Inc. 1,080,000
------------
12,373,021
------------
TECHNOLOGY - 0.70%
Cymer, Inc. 845,750
Delstar Holding Corporation 441,596
Iowa Telecomm Services, Inc. 142,362
Magnachip Semiconductor 104,250
------------
1,533,958
------------
TELECOMMUNICATIONS - 2.57%
Alamosa Delaware, Inc. 819,688
Cincinnati Bell, Inc. 1,113,750
Jordan Telecom Products --
MCI, Inc. 1,075,000
Nextel Communications Corporation 770,000
Rogers Wireless, Inc. 475,987
Telex Communications, Inc. 828,815
Triton P C S, Inc. 530,750
------------
5,613,990
------------
UTILITIES - 1.54%
Bill Barrett Corporation 889,322
El Paso Corporation 313,875
Markwest Energy 482,125
Nalco Co. 540,000
Utilicorp United, Inc. 1,132,500
------------
3,357,822
------------
TOTAL CORPORATE RESTRICTED
AND PUBLIC SECURITIES - 112.12% $244,973,573
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
35
MassMutual Corporate Investors
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
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 closed-end management investment company. Babson Capital
Management LLC, formerly David L. Babson & Company Inc. ("Babson"), 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 while providing
an opportunity for capital gains, by investing primarily in a portfolio of
privately placed below-investment grade, long term corporate debt obligations
with equity features, such as warrants, conversions rights or other equity
features and, occasionally, preferred stocks purchased directly from their
issuers.
On January 27,1998, the Board of Trustees authorized the formation of a
wholly-owned subsidiary ("MMCI Subsidiary Trust") for the purpose of holding
certain investments. The results of MMCI Subsidiary Trust have been included in
the accompanying consolidated 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 the 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, absent an exemption from
registration, restricted securities can be sold only in a public offering
for which a registration statement is in effect under the Securities Act of
1933.
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 the acquisition thereof
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 the security
by the Trust; an estimate of the existence and 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. 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
Securities Act of 1933 and any other developments which are likely to
increase the probability that the securities may be publicly sold by the
Trust without restriction.
The Trust's Board of Trustees meets at least once in each quarter to value
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, including a majority of the
Trustees who are not interested persons of the Trust or of Babson, the
Trust's investment adviser. In making valuations, the Trustees will
consider reports by Babson analyzing each portfolio security in accordance
with the relevant factors referred to above. Babson has agreed to provide
such reports to the Trust at least quarterly.
The financial statements include restricted securities valued at
$160,130,838 (73.29% of net assets) as of December 31, 2004 whose values
have been estimated by the Board of 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 corporate public securities are stated at the last reported
sales price or at prices based upon quotations obtained from brokers and
dealers as of December 31, 2004, 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.
36
MassMutual Corporate Investors
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
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. The Trust does not accrue income when payment is
delinquent and when management believes payment is questionable.
Discounts and premiums on securities purchased are amortized, over the
lives of the respective securities.
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.
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 to the Trustees either to designate the net realized
long-term gains as undistributed and to pay the federal capital gains taxes
thereon or to distribute all or a portion of such net gains. For the year
ended December 31, 2004, the Trust had a net realized taxable capital gain
balance of $4,069,005, which the Trustees voted to retain and pay the
federal capital gain tax thereon. The Trust has accrued a provision for
federal taxes of $1,424,152 on the Statement of Operations related to the
retained net realized capital gains.
In 2004, the Trust re-classified a total of $1,406,376 from undistributed
net realized gains. $1,278,426 was re-classified to undistributed net
investment income and $127,950 was reclassified to additional paid in
capital to more accurately display the Trust's financial position. These
re-classifications had no impact on net asset value.
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 year ended
December 31, 2004 the MMCI Subsidiary Trust has accrued income tax expense
on income and realized gains of $299,950 and $953,557, respectively.
E. DISTRIBUTIONS TO SHAREHOLDERS
The Trust records distributions to shareholders from net investment income
and net realized gains, if any, on the exdividend 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.
The tax character of distributions paid during the years ended December 31,
2004 and 2003 were as follows:
DISTRIBUTIONS PAID FROM: 2004 2003
---------------------------
Ordinary Income $19,329,769 $16,293,478
As of December 31, 2004, the components of distributable earnings on a tax
basis included $1,303,697 of undistributed ordinary income. Such
distributions and distributable earnings on a tax basis are determined in
conformity with income tax regulations, which may differ from accounting
principles generally accepted in the United States.
Net investment income of the Trust as presented under accounting principles
generally accepted in the United States differs from distributed earnings
due to a distribution made from after tax earnings of the MMCI Subsidiary
Trust to the Trust. The Trusts treats the distribution from the MMCI
Subsidiary Trust as taxable earnings.
3. INVESTMENT SERVICES FEE
Under an Investment Services Contract with the Trust dated July 1, 1988 Babson
has agreed 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 has further agreed that it will request each
issuer of securities which MassMutual is prepared to purchase in a private
placement, and which would be consistent with the investment objectives and
policies of the Trust, to also offer such securities to the Trust. Babson will
use its best efforts to insure that issuers accede to such requests. MassMutual
has agreed that, subject to such orders of the Securities and Exchange
Commission as may apply, it will invest concurrently with the Trust in any such
investment. Babson 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
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.
37
MassMutual Corporate Investors
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
Under the Investment Services Contract, the Trust pays Babson a quarterly base
rate (the "Base Fee Rate") of 5/16 of 1% of the value of the Trust's net assets
as of the end of each fiscal quarter, approximately equivalent to 1.25% of the
net asset value of the Trust on an annual basis, plus or minus a quarterly
performance adjustment (the "Performance Adjustment") of up to 1/16 of 1%
approximately equivalent to .25% on an annual basis.
The Performance Adjustment is based on the Trust's performance as compared to a
benchmark rate of return (the "Target Rate") equal to 5.0 percentage points plus
an unweighted, arithmetic average of the rates of return on the Standard &
Poor's Industrials Composite (formerly called the Standard & Poor's Industrial
Price Index) and the Lehman Brothers Intermediate U.S. Credit Index (formerly
called the Lehman Brothers Intermediate Corporate Bond Index) over a rolling
three-year period (the "Measurement Period") comprising the twelve quarters
ending on the last day of each quarter (the "Valuation Date"). The Standard &
Poor's Industrials Composite is not readily available to the general public.
FactSet Research Systems provides Babson Capital with the information for this
index. The 3-year annualized return for the Standard & Poor's Industrials
Composite for the period ending December 31, 2004 was 2.66%. The Performance
Adjustment is equal to 5% of the difference between the Trust's actual rate of
return over the Measurement Period and the Target Rate. If the Trust's actual
rate of return exceeds the Target Rate, the Base Fee Rate is increased by an
amount equal to the Performance Adjustment; if the Trust's actual rate of return
is less than the Target Rate, the Base Fee Rate is reduced by the Performance
Adjustment. The advisory fee payable by the Trust under the Contract is equal to
the Base Fee Rate (as adjusted by the Performance Adjustment) times the net
asset value of the Trust as of the Valuation Date. The Performance Adjustment
for the quarters ended March 31, June 30, September 30 and December 31, 2004
was:
PERFORMANCE
ADJUSTMENT AMOUNT
--------------------------------------------------------------------------------
March 31, 2004 0.0625% $127,113
June 30, 2004 0.0625% $130,956
September 30, 2004 0.0625% $117,766*
December 31, 2004 0.0625% $120,020*
* Net of waiver of $15,565 and $16,426, respectively. See first paragraph of
Note 8.
4. SENIOR SECURED INDEBTEDNESS
A. NOTE PAYABLE
MassMutual holds the Trust's $20,000,000 Senior Fixed Rate Convertible Note
(the "Note") issued by the Trust in 1995. The Note, as amended, is due
November 15, 2007 and accrues at 7.39% 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 year ended
December 31, 2004, the Trust incurred total interest expense on the Note of
$1,478,000.
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 the 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 Notes proposed to be redeemed.
B. REVOLVING CREDIT AGREEMENT
The Trust entered into a Revolving Credit Agreement with Fleet National
Bank as of June 29, 2000, in the principal amount of $25,000,000, maturing
on May 31, 2005. The interest rate on the outstanding revolving loan is
determined for periods of one, three or six months (as selected by the
Trust) and is set at an annual rate equal to LIBOR (London Interbank
Offered Rate) plus 0.37%. The Trust also agreed to pay an upfront fee equal
to 0.10% on the total commitment. The facility fee is 0.15% per annum of
the total commitment.
As of December 31, 2004, there was $9,000,000 in outstanding loans against
the Revolver and the average blended rate of interest attributable to the
Revolver was 2.02%. For the year ended December 31, 2004, the Trust
incurred total interest expense on the Revolver of $79,436, plus $37,603
related to the undrawn portion.
5. PURCHASES AND SALES OF INVESTMENTS
FOR THE TWELVE MONTHS COST OF INVESTMENTS
ENDED 12/31/2004 ACQUIRED
--------------------------------------------------------------------------------
Corporate restricted securities $104,089,875
Corporate public securities 28,508,546
Short-term securities 624,074,026
PROCEEDS FROM
SALES OR MATURITIES
--------------------------------------------------------------------------------
Corporate restricted securities $ 98,241,087
Corporate public securities 17,629,270
Short-term securities 628,202,921
The net unrealized appreciation of investments for federal tax purposes as of
December 31, 2004 is $939,634 and consists of $24,309,221 appreciation and
$23,369,587 depreciation.
6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS
(UNAUDITED)
AMOUNT PER SHARE
-------------------------------------------------------------------------
MARCH 31, 2004
-------------------------------------------------------------------------
Investment income $ 5,045,227
Net investment income 3,764,100 $ 0.42
Net realized and unrealized
gain on investments 4,232,404 0.47
38
MassMutual Corporate Investors
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2004
AMOUNT PER SHARE
-------------------------------------------------------------------------
June 30, 2004
-------------------------------------------------------------------------
Investment income $ 6,600,662
Net investment income 5,279,982 $ 0.59
Net realized and unrealized
gain on investments 4,035,224 0.45
-------------------------------------------------------------------------
September 30, 2004
-------------------------------------------------------------------------
Investment income 6,114,817
Net investment income 4,820,764 0.54
Net realized and unrealized
loss on investments 4,213,401 0.47
-------------------------------------------------------------------------
December 31, 2004
-------------------------------------------------------------------------
Investment income 5,778,088
Net investment income 4,084,501 0.45
Net realized and unrealized
loss on investments 11,185,913 1.25
7. AGGREGATE REMUNERATION PAID TO OFFICERS,
TRUSTEES AND THEIR AFFILIATED PERSONS
During 2004, the Trust paid its Trustees aggregate remuneration of $146,286. The
Trust does not pay any compensation to any of its Trustees who are "interested
persons" (as defined by the Investment Company Act of 1940, as amended [the "40
Act"]) of the Trust. Accordingly, the Trust classifies Messers. Reese and Joyal
as "interested persons" of the Trust.
All of the Trust's officers are employees of Babson Capital or MassMutual.
Pursuant to the Investment Services Contract, the Trust does not compensate its
officers who are employees of Babson Capital or MassMutual.
MassMutual and Babson Capital are "affiliated persons" (as defined by the 40
Act) of Mr. Reese, one of the Trust's Trustees. The Trust did not make any
payments to Babson Capital during 2004, other than amounts payable to Babson
Capital pursuant to the Investment Services Contract. During 2004, the Trust
paid the following amounts to MassMutual, exclusive of interest expense on the
Note explained in Footnote 4A:
Preparation of the Trust's Quarterly
and Annual Reports to Shareholders $12,427
Preparation of the Certain of the
Trust's Shareholder communications 1,560
Preparation of the Trust's
Annual Proxy Statements 1,167
--------------------------------------------------------------
$15,154
--------------------------------------------------------------
8. CONTINGENCIES
In connection with an industry-wide sweep examination of investment company
performance fees that was initiated in May of 2004, the staff of the Securities
and Exchange Commission ("Staff") has questioned whether the Trust's investment
advisory fee fully complies with Section 205 of the Investment Advisers Act of
1940 and SEC regulations concerning performance fees. Retroactive adjustment to
the calculation methodology for the period since July 1, 1988 (the period during
which the Performance Adjustment has been in effect) using the methodology
identified by the Staff would result in a reduction in aggregate investment
advisory fees for that period. Babson and the Trust are cooperating with the
Staff's review of this matter. Babson has estimated that the net reduction in
aggregate investment advisory fees for the period beginning July 1, 1988 and
ending June 30, 2004 would be $176,223, which represents less than 1% of the
aggregate fees over that time period. Babson has voluntarily reduced its
investment advisory fee by this amount for the quarter ended December 31, 2004.
Pending resolution of the issue Babson has also voluntarily agreed to waive, for
each quarter beginning July 1, 2004, the amount, if any, by which (A) the
investment advisory fee calculated in the manner described in the Investment
Services Contract exceeds (B) the sum of (i) 5/16 of 1% times the ending net
asset value for that quarter plus or minus (ii) the Performance Adjustment
applied against the average quarter end net assets for the Trust for the
twelve-quarter period ending on such quarter. Babson believes that the
likelihood that this matter will have a material adverse financial impact on the
Trust or negatively impact Babson's ability to provide investment services to
the Trust is remote.
The Trust, together with other investors including MassMutual, is a plaintiff in
litigation connected in connection with private placement investments made by
the Trust in Sharp International Corporation ("Sharp"). Three managing
shareholders of Sharp, which is currently being liquidated in Chapter 11
liquidation proceedings, have pleaded guilty to criminal fraud charges. Two
separate civil lawsuits were brought in New York state court in an attempt to
recover damages for lost investment funds from Sharp's working capital lender
and auditors. The first lawsuit involving Sharp's working capital lender was
dismissed prior to trial. An appeal of this dismissal was unsuccessful. The
second lawsuit against Sharp's auditors is continuing. The parties to this
lawsuit, including the Trust, have submitted the matters which are the subject
of the lawsuit to a non-binding mediation proceedings. The mediation proceedings
were unsuccessful. The trial for this lawsuit is scheduled to begin in April,
2005. The Trust is unable to estimate any potential recovery from this lawsuit
as of December 31, 2004.
9. CERTIFICATIONS
As required under New York Stock Exchange ("NYSE") Corporate Governance Rules,
the Trust's principal executive officer has certi- fied to the NYSE that he was
not aware, as of the certification date, of any violation by the Trust of the
NYSE's Corporate Governance listing standards. In addition, as required by
Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Trust's
principal executive and principal financial officers have made quarterly
certifications, included in filings with the Securities and Exchange Commission
on Forms N-CSR and N-Q, relating to, among other things, the fund's disclosure
controls and procedures and internal control over financial reporting, as
applicable.
39
MassMutual Corporate Investors
INTERESTED TRUSTEES
PRINCIPAL PORTFOLIOS
POSITION OCCUPATION(S) OVERSEEN OTHER
NAME (AGE), WITH OFFICE TERM/LENGTH DURING PAST IN FUND DIRECTORSHIPS
ADDRESS THE TRUST OF TIME SERVED 5 YEARS COMPLEX HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
Stuart H. Reese* (49) Trustee 3 years/ Executive Vice President 41 Trustee, Chairman (since
Massachusetts Mutual 1 year, and Chief Investment 1999) and President
Life Insurance Company Chairman 10 months Officer (since 1999) of (1993-1999) of the Trust;
1295 State Street (since 1999) MassMutual; Chairman Director (since 1995),
Springfield, MA 01111 1 year/ and CEO (since 2000), MassMutual Corporate
7 months Director (2000-2004), Value Partners Limited
Member of the Board of (investment company);
Managers (since 2004), and President (1994-1999),
President (2000-2001 and Chairman and Trustee
2003-2005) of Babson; (since 1999), MassMutual
Chief Executive Director Select Funds, formerly
(1997-1999), Senior Vice MassMutual Institutional
President (1993-1997) of Funds (an open-end
MassMutual. investment company
advised by MassMutual);
President (1993-1999),
Chairman and Trustee
(since 1999), MML Series
Investment Fund (an
open-end investment
company advised by
MassMutual); Advisory
Board Member (since
1995), Kirtland Capital
Partners (investment
partnership); Advisory
Board Member (since
1996), MassMutual High
Yield Partners II LLC
(investment company)
Chairman (since 1999) and
Director (since 1996),
Antares Capital
Corporation (bank loan
syndication); Director
(since 1996), Charter Oak
Capital Management, Inc.;
President (since 1998),
MassMutual/Darby CBO LLC
(investment company);
Director (since 1999),
MLDP Holdings; Chairman
(since 2000), Cornerstone
Real Estate Advisers
Inc.; Trustee (since
1998), Presi (1998-2001)
and Chairman (since
2001), MMCI Subsidiary
Trust and MMPI Subsidiary
Trust; Trustee, Chairman
(since 1999), and
President (1993-1999),
MassMutu Participation
Investors (closed-end
invest company advised by
Babson).
*Mr. Reese is an "interested person" of the Trust (as defined in the Investment
Company Act of 1940, amended) because of his position as an Officer of the
Trust, an Executive Officer of MassMutual and Chairman, Member of the Board of
Managers and CEO of Babson.
40
MassMutual Corporate Investors
INTERESTED TRUSTEES
PRINCIPAL PORTFOLIOS
POSITION OCCUPATION(S) OVERSEEN OTHER
NAME (AGE), WITH OFFICE TERM/LENGTH DURING PAST IN FUND DIRECTORSHIPS
ADDRESS THE TRUST OF TIME SERVED 5 YEARS COMPLEX HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
Robert E. Joyal** (60) Trustee 3 years/ President (2001-2003), 41 President (1999-2003) and
MassMutual (since 2003) 10 months Managing Director Trustee (since 2003) of
Corporate Investors (2000-2001) and Executive the Trust; Director
1500 Main Street Director (1999-2000) of (since 1996), Antares
Suite 600 Babson; Executive Director Capital Corporation (bank
Springfield, MA 01115 (1997-1999) of MassMutual. loan syndication);
Director (since 2003),
Pemco Aviation Group,
Inc.; Trustee (since
2003), MML Series
Investment Fund (an
openend investment
company advised by
MassMutual); Trustee
(since 2003), MassMutual
Select Funds, formerly
MassMutual Institutional
Funds (an open-end
investment company
advised by MassMutual);
Trustee (1998-2003),
Senior Vice President
(1998-2001) and President
(2001-2003), MMCI
Subsidiary Trust and MMPI
Subsidiary Trust;
President (1999-2003),
Trustee (since 2003),
MassMutual Participation
Investors (closed-end
investment company
advised by Babson).
**Mr. Joyal retired as President of Babson in June 2003. He continues to serve
as a director or trustee of several entities affiliated with MassMutual,
Babson's indirect parent company. Accordingly, the Trust classifies Mr. Joyal as
an "interested person" of the Trust and Babson (as defined in the Investment
Company Act of 1940, amended).
41
MassMutual Corporate Investors
INDEPENDENT TRUSTEES
PRINCIPAL PORTFOLIOS
POSITION OCCUPATION(S) OVERSEEN OTHER
NAME (AGE), WITH OFFICE TERM/LENGTH DURING PAST IN FUND DIRECTORSHIPS
ADDRESS THE TRUST OF TIME SERVED 5 YEARS COMPLEX HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
Donald E. Benson (74) Trustee 3 years/ Executive Vice President 2 Director (since 1997),
MassMutual (since 1986) 10 months and Director (since 1992), MAIR Holdings, Inc.
Corporate Investors Marquette Financial (commuter airline holding
1500 Main Street Companies (financial company); Director (since
Suite 600 services); Partner (since 1997), National
Springfield, MA 01115 1996), Benson Family Mercantile Bancorp (bank
Limited Partnership holding company) and
No. 1 and Benson Family Mercantile National Bank;
Limited Partnership No. 2 Trustee (since 1988),
(investment partnerships); MassMutual Participation
Partner (1987-2004), Investors (closed-end
Benson, Pinckney, Oates investment company
Partnership (building advised by Babson).
partnership).
------------------------------------------------------------------------------------------------------------------------------------
Donald Glickman (71) Trustee 3 years/ Chairman (since 1992), 2 Director (1988-2000),
MassMutual (since 1992) 10 months Donald Glickman and CalTex Industries, Inc.
Corporate Investors Company, Inc. (investment (manufacturer of
1500 Main Street banking); Partner (since windows); Director (since
Suite 600 1992), J.F. Lehman & Co. 1984), Monro Muffler
Springfield, MA 01115 (private investments). Brake, Inc. (automobile
repair service); Director
(since 1998), MSC
Software, Inc.; Chairman
(1998-2003), Elgar
Electronics (manufacturer
of electronic power
supplies); Director
(since 2002), Racal
Instrument Group
(manufacturer of
electronic test
equipment); Director
(2002-2004), OAOT, Inc.
(ITC Services); Director
(since 1999) SDI, Inc.
(manufacturer of airbag
initiations); Trustee
(since 1992), MassMutual
Participation Investors
(closed-end investment
company advised by
Babson).
42
MassMutual Corporate Investors
INDEPENDENT TRUSTEES
PRINCIPAL PORTFOLIOS
POSITION OCCUPATION(S) OVERSEEN OTHER
NAME (AGE), WITH OFFICE TERM/LENGTH DURING PAST IN FUND DIRECTORSHIPS
ADDRESS THE TRUST OF TIME SERVED 5 YEARS COMPLEX HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
Martin T. Hart (69) Trustee 3 years/ Private Investor; President 2 Director (since 2004),
MassMutual (since 1991) 1 year, and Director (since 1983), Texas Roadhouse, Inc.;
Corporate Investors 10 months H Corporation. Director (since 1999),
1500 Main Street ValueClick Inc. (internet
Suite 600 advertising company);
Springfield, MA 01115 Director (since 2002),
Spectranetics Corp.
(medical device company);
Trustee (since 1991),
MassMutual Participation
Investors (closed-end
investment company
advised by Babson).
------------------------------------------------------------------------------------------------------------------------------------
Steven A. Kandarian (52) Trustee 3 years/ Consultant, financial 22 Trustee (since 2002),
MassMutual (since 2002) 2 years, services (since 2004); MassMutual Premier Funds,
Corporate Investors 10 months Executive Director (2001- formerly The DLB Fund
1500 Main Street 2004); Pension Benefit Group (an open-end
Suite 600 Guaranty Corp., (a Federal investment company
Springfield, MA 01115 pension agency); Managing advised by MassMutual);
Director (1993-2001), Trustee (since 2002),
Orion Partners, L.P. MassMutual Participation
(a private equity fund). Investors (a closed-end
investment company
advised by Babson).
43
MassMutual Corporate Investors
INDEPENDENT TRUSTEES
PRINCIPAL PORTFOLIOS
POSITION OCCUPATION(S) OVERSEEN OTHER
NAME (AGE), WITH OFFICE TERM/LENGTH DURING PAST IN FUND DIRECTORSHIPS
ADDRESS THE TRUST OF TIME SERVED 5 YEARS COMPLEX HELD BY DIRECTOR
------------------------------------------------------------------------------------------------------------------------------------
Jack A. Laughery (70) Trustee 3 years/ President and Partner 2 Director (since 1993),
MassMutual (since 1996) 2 years, (since 1996), Laughery Papa John's International
Corporate Investors 10 months Investments. (food service companies);
1500 Main Street Director (since 1994),
Suite 600 Houston Pizza Venture LLC
Springfield, MA 01115 (pizza restaurant); Part
Owner (1998-2004), Rocky
Mount Harley Davidson;
Partner (since 1996),
Papa John's Iowa;
Director (since 2001),
Papa John's United (food
service); Director
(1997-1998), PJ New
England; Trustee (since
1996), MassMutual
Participation Investors
(closed-end investment
company advised by
Babson).
------------------------------------------------------------------------------------------------------------------------------------
Corine T. Norgaard (67) Trustee 3 years/ President (since 2004), 22 Trustee (since 2004),
MassMutual (since 1998) 2 years, Thompson Enterprises Real MassMutual Premier Funds,
Corporate Investors 10 months Estate Investment; Dean formerly The DLB Fund
1500 Main Street (1996-2004), Barney School Group (an open-end
Suite 600 of Business, University of investment company
Springfield, MA 01115 Hartford. advised by MassMutual);
Director (1997-2004), The
Advest Bank; Director
(since 2004), Frontier
Trust Company, FSB
(Federal Savings Bank);
Trustee (since 1993), ING
Series Funds (investment
company); Director (since
1992), ING Variable
Series Funds; Trustee
(since 1998), MassMutual
Participation Investors
(a closed-end investment
company advised by
Babson).
44
MassMutual Corporate Investors
OFFICERS OF THE TRUST
PRINCIPAL
POSITION OCCUPATION(S)
NAME (AGE), WITH OFFICE TERM/LENGTH DURING PAST
ADDRESS THE TRUST OF TIME SERVED 5 YEARS
------------------------------------------------------------------------------------------------------------------------------------
Roger W. Crandall (40) President 1 year/ President (since 2003) and Vice President (2002-2003) of the Trust;
MassMutual 7 months Vice Chairman (since 2005), Director (2003-2004), Member of Board of
Corporate Investors Managers (since 2004), and Managing Director (since 2000) of Babson;
1500 Main Street, Suite 600 Managing Director (1993-2000) of MassMutual; Trustee and President
Springfield, MA 01115 (since 2003), MMCI Subsidiary Trust and MMPI Subsidiary Trust;
President (since 2003), Vice President (2002-2003), MassMutual
Participation Investors.
------------------------------------------------------------------------------------------------------------------------------------
Clifford M. Noreen (47) Vice 1 year/ Vice President (since 1993) of the Trust; Managing Director (since
MassMutual President 7 months 2000) of Babson; Managing Director (1996-1999) of MassMutual; Vice
Corporate Investors President (since 1993), MassMutual Participation Investors.
1500 Main Street, Suite 600
Springfield, MA 01115
------------------------------------------------------------------------------------------------------------------------------------
Stephen L. Kuhn (58) Vice 1 year/ Vice President (since 1989) and Secretary (since 1980) of the Trust;
MassMutual President 7 months General Counsel and Clerk (since 2000) of Babson; Senior Vice
Corporate Investors and President (since 1999), Deputy General Counsel (since 1998), and
1500 Main Street, Suite 600 Secretary Assistant Secretary (since 1996) of MassMutual; Secretary (since
Springfield, MA 01115 1998), MMCI Subsidiary Trust and MMPI Subsidiary Trust; Vice
President and Secretary (since 1988) of MassMutual Participation
Investors.
------------------------------------------------------------------------------------------------------------------------------------
Charles C. McCobb, Jr. (61) Vice 1 year/ Chief Financial Officer (since 1998) and Vice President (since 1997)
MassMutual President 7 months of the Trust; Managing Director (since 2000) of Babson; Managing
Corporate Investors and Chief Director (1997- 1999) of MassMutual; Trustee, Vice President,
1500 Main Street, Suite 600 Financial Treasurer and Chief Financial Officer (since 1998), MMCI Subsidiary
Springfield, MA 01115 Officer Trust and MMPI Subsidiary Trust; Chief Financial Officer (since
1998) and Vice-President (since 1997), MassMutual Participation
Investors.
------------------------------------------------------------------------------------------------------------------------------------
John T. Davitt, Jr. (37) Comptroller 1 year/ Comptroller (since 2001) of the Trust, Director (since 2000) of
MassMutual 7 months Babson; Associate Director (1997-1999) of MassMutual;
Corporate Investors Comptroller (since 2001) of MassMutual Participation Investors.
1500 Main Street, Suite 600
Springfield, MA 01115
------------------------------------------------------------------------------------------------------------------------------------
James M. Roy (42) Treasurer 1 year/ Treasurer (since 2003) and Associate Treasurer (1999-2003) of
MassMutual 7 months the Trust; Director (since 2000) of Babson; Associate Director
Corporate Investors (1996-1999) of MassMutual; Controller (since 2003), MMCI
1500 Main Street, Suite 600 Subsidiary Trust and MMPI Subsidiary Trust; Treasurer (since
Springfield, MA 01115 2003), Associate Treasurer (1999-2003), MassMutual Participation
Investors.
------------------------------------------------------------------------------------------------------------------------------------
Mary Ellen Wesneski (54) Chief 1 year/ Chief Compliance Officer (since 2004) of the Trust, Managing
MassMutual Compliance 7 months Director (since 1999) of Babson, Chief Compliance Officer (since
Corporate Investors Officer 2004) of MassMutual Participation Investors.
1500 Main Street, Suite 600
Springfield, MA 01115
45
MassMutual Corporate Investors
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Shareholders and Board of Trustees of MassMutual Corporate Investors
We have audited the accompanying statement of assets and liabilities of
MassMutual Corporate Investors (the "Trust"), including the schedule of
investments, as of December 31, 2004, and the related statements of operations
and cash flows, the statement of changes in net assets, and the financial
highlights for the year then ended. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audit. The statement of changes in net assets for the year ended
December 31, 2003 and financial highlights for each of the years in the fouryear
period ended December 31, 2003 were audited by the Trust's previous auditors
whose report, dated February 6, 2004, expressed an unqualified opinion on that
financial statement and those financial highlights.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included verification of
securities owned as of December 31, 2004 by counting of securities at the
custodian and confirmation of securities owned as of December 31, 2004, by
correspondence with the custodian and brokers, or by other appropriate auditing
procedures. An audit also includes assessing the accounting principles used and
signifi- cant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
MassMutual Corporate Investors as of December 31, 2004, and the results of its
operations, its cash flows, the changes in its net assets, and the financial
highlights for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
February 7, 2005
46
MassMutual Corporate Investors
[PHOTO APPEARS HERE]
Members of the Board of Trustees
Donald Glickman
Chairman, Donald Glickman
& Company, Inc.
Robert E. Joyal
Retired President of
Babson Capital Management LLC
Jack A. Laughery
President and Partner,
Laughery Investments
Steven A. Kandarian
Consultant, financial services
Donald E. Benson*
Executive Vice President
and Director,
Marquette Financial Companies
Corine T. Norgaard*
President, Thompson Enterprises
Real Estate Investment
Stuart H. Reese
Executive Vice President and
Chief Investment Officer,
Massachusetts Mutual
Life Insurance Company
Martin T. Hart*
Private Investor
*Member of the Audit Committee
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
MassMutual Corporate Investors offers a Dividend Reinvestment and Share Purchase
Plan. The Plan provides a simple way for shareholders to add to their holdings
in the Trust through the receipt of dividend shares issued by the Trust or
through the reinvestment of cash dividends in Trust shares purchased in the open
market. Ashareholder 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.
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 any way, relieve participating
shareholders of any federal, state or local tax. For federal income tax
purposes, the amount reportable in respect of a dividend received in
newly-issued shares of the Trust will be the fair market value of the shares
received, which will be reportable as ordinary income and/or capital gains.
As compensation for its services, the Transfer Agent receives a fee of 5% of any
dividend and cash contribution (in no event in excess of $2.50 per distribution
per shareholder.)
Any questions regarding the Plan should be addressed to Shareholder Financial
Services, Inc., Agent for MassMutual Corporate Investors' Dividend Reinvestment
and Share Purchase Plan, P.O. Box 173673, Denver, CO 80217-3673.
OFFICERS
Stuart H. Reese
Chairman
Roger W. Crandall
President
Charles C. McCobb, Jr.
Vice President & Chief
Financial Officer
Stephen L. Kuhn
Vice President & Secretary
Michael P. Hermsen
Vice President
Mary Wilson Kibbe
Vice President
Michael L. Klofas
Vice President
Clifford M. Noreen
Vice President
Richard E. Spencer, II
Vice President
James M. Roy
Treasurer
John T. Davitt, Jr.
Comptroller
Mary Ellen Wesneski
Chief Compliance Officer
[LOGO]
MassMutual Corporate Investors DB1035 205
ITEM 2. CODE OF ETHICS.
The Registrant adopted a Code of Ethics for Senior Financial Officers
(the "Code") on October 17, 2003, which is available on the
Registrant's website at www.babsoncapital.com/mci. During the period
covered by this Form N-CSR, there were no amendments to, or waivers
from, the Code.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Registrant's Board of Trustees has determined that Mr. Donald E.
Benson, a Trustee of the Registrant and a member of its Audit
Committee, is an audit committee financial expert. Mr. Benson is
"independent" for purposes of this Item 3 as required by applicable
regulation.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
FEES BILLED TO THE REGISTRANT
KPMG LLP Deloitte & Touche LLP*
Year Ended Year Ended
December 31, December 31,
2004 2003
---------- ----------
Audit Fees $ 32,500 $ 60,500
Audit-Related Fees 5,000 5,500
Tax Fees 8,500 7,400
All Other Fees 0 0
---------- ----------
Total Fees $ 46,000 $ 73,400
========== ==========
NON-AUDIT FEES BILLED TO BABSON AND MASSMUTUAL
KPMG LLP Deloitte & Touche LLP*
Year Ended Year Ended
December 31, December 31,
2004 2003
---------- ----------
Audit-Related Fees $ 406,900 $ 340,000
Tax Fees 35,138 35,100
All Other Fees 400,000 5,000
---------- ----------
Total Fees $ 842,038 $ 380,100
========== ==========
*Deloitte & Touche LLP ("D&T") was the Registrant's independent
auditors for the 2003 fiscal year audit. KPMG LLP ("KPMG") was the
Registrant's independent auditors for the 2004 fiscal year audit.
The category "Audit Related Fees" reflects fees billed by KPMG or D&T
for services related to the audit and other assurance services
performed in connection with the audit engagements of the Registrant,
Babson Capital Management LLC ("Babson") and Massachusetts Mutual Life
Insurance Company ("MassMutual"). Preparation of Federal, state and
local income tax and compliance work are representative of the fees
billed in the "Tax Fees" category. The category "All Other Fees"
represents fees billed by KPMG or D&T for various non-audit and non-tax
services rendered to Babson and MassMutual, such as SAS 70 review,
agreed upon procedures reports, and tax consulting.
The Sarbanes-Oxley Act of 2002 and its implementing regulations allows
the Registrant's Audit Committee to establish a pre-approval policy for
certain services rendered by the Registrant's independent accountants.
During 2004, the Registrant's Audit Committee approved all of the
services rendered to the Registrant by KPMG and did not rely on such a
pre-approval policy for any such services.
The Audit Committee reviewed the aggregate fees billed for professional
services rendered by KPMG for the Registrant and for the non-audit
services provided to Babson, and Babson's parent, MassMutual. As part
of this review, the Audit Committee considered whether the provision of
such non-audit services were compatible with maintaining the principal
accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
The Registrant maintains an Audit Committee composed exclusively of
Trustees of the Registrant who qualify as "independent" Trustees under
the current listing standards of the New York Stock Exchange and the
rules of U.S. Securities and Exchange Commission. The Committee
operates pursuant to a written Audit Committee Charter, which is
available (1) on the Registrant's website, www.babsoncapital.com/mpv;
and (2) without charge, upon request, by calling, toll-free
866-399-1516. The current members of the Audit Committee are Donald E.
Benson, Martin T. Hart, and Corine T. Norgaard.
ITEM 6. SCHEDULE OF INVESTMENTS
Not applicable for this filing.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END
MANAGEMENT INVESTMENT COMPANIES.
The Registrant's Board of Trustees has delegated proxy voting
responsibilities relating to voting securities held by the Registrant
to its investment adviser, Babson Capital Management LLC ("Babson"). A
summary of Babson's proxy voting policies and procedures is set forth
below.
Summary of Babson's Proxy Voting Policy
---------------------------------------
Babson views the voting of proxies as an integral part of its
investment management responsibility and believes, as a general
principle, that proxies should be voted solely in the best interests of
its clients (i.e. prudently and in a manner believed by Babson to best
protect and enhance an investor's returns). To implement this general
principle, it is Babson's policy to generally vote proxies in
accordance with the recommendations of Institutional Shareholder
Services ("ISS"), a recognized authority on proxy voting and corporate
governance, or, in cases where ISS has not made any recommendations
with respect to a proxy, in accordance with ISS's proxy voting
guidelines.
Babson recognizes, however, that there may be times when Babson
believes that it will be in the best interests of clients holding the
securities to (1) vote against ISS's recommendations or (2) in cases
where ISS has not provided Babson with any recommendations with respect
to a proxy, vote against ISS's proxy voting guidelines. Babson may
vote, in whole or part, against ISS's recommendations or ISS's proxy
voting guidelines, as applicable, if such vote is authorized by the
Policy. The procedures set forth in the Policy are designed to ensure
that votes against ISS's recommendations or proxy voting guidelines
have been made in the best interests of clients and are not the result
of any material conflict of interest (a "Material Conflict").
Summary of Babson's Proxy Voting Procedures
-------------------------------------------
Babson has (1) established a Proxy Committee that is responsible for
the implementation and governance of the Policy and (2) designated
Proxy Administrators who will receive and post proxies for voting with
ISS. In accordance with the Policy, Babson will generally vote all
client proxies in accordance with ISS's recommendation or proxy voting
guidelines, unless a person authorized by the Proxy Committee (each a
"Proxy Analyst") determines that it is in its clients' best interest to
vote against ISS's recommendation or proxy voting guidelines. In these
cases, Babson will vote against ISS's recommendation or proxy voting
guidelines, so long as no other Proxy Analyst reviewing such proxy
disagrees with such recommendation, and no known Material Conflict is
identified by the Proxy Analyst(s) or the Proxy Administrator.
Otherwise, the proxy is to be submitted to a member of the Proxy
Committee, who shall determine how to vote the proxy unless (i) the
Proxy Administrator has identified a Babson Material Conflict or (ii)
said Proxy Committee member has identified a Material Conflict. In such
cases, the proxy shall be submitted to the Proxy Committee, which may
authorize a vote against ISS's recommendation or proxy voting
guidelines only if the Proxy Committee determines that such vote is in
the clients' best interests.
No employee, officer or director of Babson or its affiliates (other
than those assigned such responsibilities under the Policy) may
influence how Babson votes any proxy, unless such person has been
requested to provide such assistance by a Portfolio Manager or Proxy
Committee member and has disclosed any known Material Conflict. Any
pre-vote communications prohibited by the Policy shall be reported to
the Proxy Committee member prior to voting and to Babson's General
Counsel.
Obtaining a Copy of the Policy
------------------------------
The full text of Babson's Policy is available (1) without charge, upon
request, by calling 1-866-399-1516 or (2) on the Registrant's website,
www.babsoncapital.com/mci.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES
Not Applicable for this filing.
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 half-year 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/ Roger W. Crandall
----------------------------------
Roger W. Crandall, President
----------------------------------
Date: March 4, 2005
----------------------------------
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/ Roger W. Crandall
----------------------------------
Roger W. Crandall, President
----------------------------------
Date: March 4, 2005
----------------------------------
By: /s/ Charles C. McCobb, Jr.
----------------------------------
Charles C. McCobb, Jr., Vice
President, and Chief Financial Officer
----------------------------------
Date: March 4, 2005
------------------------------