UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-2183
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MassMutual Corporate Investors
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(Exact name of registrant as specified in charter)
1500 Main Street, Suite 600, Springfield, MA 01115-5189
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(Address of principal executive offices) (Zip code)
Rodney J. Dillman, Vice President and Secretary
1500 Main Street, Suite 2800, Springfield, MA 01115-5189
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(Name and address of agent for service)
Registrant's telephone number, including area code: 413-226-1000
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Date of fiscal year end: 12/31
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Date of reporting period: 6/30/08
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 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 semi-annual shareholder report transmitted to
shareholders pursuant to Rule 30e-1 of the Investment Company Act of
1940, as amended.
MASSMUTUAL
CORPORATE INVESTORS
REPORT FOR THE
SIX MONTHS ENDED JUNE 30, 2008
[LOGO]
ADVISER
Babson Capital Management LLC
1500 Main Street, P.O. 15189
Springfield, Massachusetts 01115-5189
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
Boston, Massachusetts 02110
COUNSEL TO THE TRUST
Ropes & Gray LLP
Boston, Massachusetts 02110
CUSTODIAN
Citibank, N.A.
New York, New York 10043
TRANSFER AGENT & REGISTRAR
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
1-800-647-7374
INTERNET WEBSITE
www.babsoncapital.com/mci
MassMutual Corporate Investors
c/o Babson Capital Management LLC
[LOGO] 1500 Main Street, Suite 600
Springfield, Massachusetts 01115
(413) 226-1516
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INVESTMENT OBJECTIVE AND POLICY
MassMutual Corporate Investors (the "Trust") is a closedend investment company,
first offered to the public in 1971, whose shares are traded on the New York
Stock Exchange under the trading symbol "MCI". The Trust's share price can be
found in the financial section of most newspapers as "MassCp" or "MassMuInv"
under either the New York Stock Exchange listings or Closed-End Fund Listings.
The Trust's investment objective is to maintain a portfolio of securities
providing a fixed yield and at the same time offering an opportunity for capital
gains. The Trust's principal investments are privately placed, below-investment
grade, long-term debt obligations with equity features such as common stock,
warrants, conversion rights, or other equity features and, occasionally,
preferred stocks. The Trust typically purchases these investments, which are not
publicly tradable, directly from their issuers in private placement
transactions. These investments are typically mezzanine debt instruments with
accompanying private equity securities made to small or middle market companies.
In addition, the Trust may temporarily invest, subject to certain limitations,
in marketable investment grade debt securities, other marketable debt securities
(including high yield securities) and marketable common stocks. Below investment
grade or high yield securities have predominantly speculative characteristics
with respect to the capacity of the issuer to pay interest and repay principal.
Babson Capital Management LLC ("Babson Capital") manages the Trust on a total
return basis. The Trust distributes substantially all of its net income to
shareholders each year. Accordingly, the Trust pays dividends to shareholders
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.
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.
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. A description of Babson Capital's proxy voting
policies and procedures is available (1) without charge, upon request, by
calling, toll-free 866-399-1516; (2) on 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.
MCI
Listed
NYSE
TO OUR SHAREHOLDERS MassMutual Corporate Investors
July 31, 2008
We are pleased to present the June 30, 2008 Quarterly Report of MassMutual
Corporate Investors (the "Trust").
The Board of Trustees declared a quarterly dividend of 54 cents per share,
payable on August 15, 2008 to shareholders of record on August 1, 2008. The
Trust had previously paid a 54 cent per share dividend for the preceding
quarter.
The mezzanine and private equity markets in which the Trust participates have
begun to recover from the effects of the credit dislocation that occurred in
2007. Deal volume has rebounded over the past few months as credit continues to
be available for middle market leveraged transactions. In the current market,
new investments are being structured with lower leverage than they were in 2007,
while pricing on these investments is more favorable than it has been for
several years.
During the quarter, the Trust made private placement investments in two new
issuers and two "follow-on" investments, totaling approximately $4.8 million.
The follow-on investments purchased by the Trust were American Hospice
Management Holding LLC and Fuel Systems Holding Corporation. The two new issuers
were A W X Holdings Corporation and GQ Holdings LLC. The weighted average coupon
of these investments was 13.35%. (A brief description of these investments can
be found in the Consolidated Schedule of Investments.)
During the quarter ended June 30, 2008, net assets of the Trust decreased to
$246,924,644 or $26.57 per share compared to $250,007,524 or $26.96 per share on
March 31, 2008, which translates into a 0.54% total return for the quarter,
based on the change in the Trust's net assets assuming the reinvestment of all
dividends. Longer term, the Trust returned 3.78%, 15.98%, 11.86%, and 14.57% for
the 1-, 5-, 10-, and 25-year time periods, respectively, based on the change in
the Trust's net assets assuming the reinvestment of all dividends. The Trust
earned 49 cents per share of net investment income for the quarter, compared to
56 cents per share in the previous quarter.
U.S. equity markets, as approximated by the Russell 2000 Index, increased 0.58%
for the quarter. U.S. fixed income markets, as approximated by the Lehman
Brothers U.S. Corporate High Yield Index increased 1.76% for the quarter.
During the quarter ended June 30, 2008, the market price of the Trust decreased
0.3% from $28.27 per share to $28.18 per share. The Trust's market price of
$28.18 per share equated to a 6.1% premium over the June 30, 2008 net asset
value per share. The Trust's average quarter-end premium for the 3-, 5-, and
10-year periods was 13.9%, 10.6% and 6.3%, respectively.
Thank you for your continued interest in and support of MassMutual Corporate
Investors.
Sincerely,
/s/ Clifford M. Noreen
Clifford M. Noreen
President
Portfolio Composition as of 6/30/08 *
[PIE CHART APPEARS HERE]
Public High Yield Debt Private Investment Grade Debt
26.0% 0.7%
Public Equity Private / Restricted Equity
1.6% 12.6%
Private / 144A High Yield Debt Cash & Short Term Investments
52.6% 6.5%
*Based on market value of total investments
Cautionary Notice: Certain statements contained in this report may be "forward
looking" statements. Investors are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date on which they are
made and which reflect management's current estimates, projections, expectations
or beliefs, and which are subject to risks and uncertainties that may cause
actual results to differ materially. These statements are subject to change at
any time based upon economic, market or other conditions and may not be relied
upon as investment advice or an indication of the Trust's trading intent.
References to specific securities are not recommendations of such securities,
and may not be representative of the Trust's current or future investments. We
undertake no obligation to publicly update forward looking statements, whether
as a result of new information, future events, or otherwise.
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1
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES
JUNE 30, 2008
(UNAUDITED)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost - $186,536,475) $ 177,904,147
Corporate public securities at market value
(Cost - $81,617,101) 75,569,405
Short-term securities at amortized cost 17,061,653
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270,535,205
Cash 522,364
Interest and dividends receivable 6,081,781
Receivable for investments sold 1,173,606
Other assets 12,738
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TOTAL ASSETS 278,325,694
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LIABILITIES:
Payable for investments purchased 273,825
Investment advisory fee payable 771,640
Note payable 30,000,000
Interest payable 202,105
Accrued expenses 147,980
Accrued taxes payable 5,500
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TOTAL LIABILITIES 31,401,050
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TOTAL NET ASSETS $ 246,924,644
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NET ASSETS:
Common shares, par value $1.00 per share; an unlimited
number authorized $ 9,294,784
Additional paid-in capital 112,380,831
Retained net realized gain on investments, prior years 127,537,449
Undistributed net investment income 6,523,377
Accumulated net realized gain on investments 5,868,227
Net unrealized depreciation of investments (14,680,024)
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TOTAL NET ASSETS $ 246,924,644
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COMMON SHARES ISSUED AND OUTSTANDING 9,294,784
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NET ASSET VALUE PER SHARE $ 26.57
=============
See Notes to Consolidated Financial Statements
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2
CONSOLIDATED STATEMENT OF OPERATIONS MassMutual Corporate Investors
FOR THE SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
INVESTMENT INCOME:
Interest $ 12,108,348
Dividends 246,079
Other 75,374
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Total investment income 12,429,801
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EXPENSES:
Investment advisory fees 1,552,914
Interest 807,574
Trustees' fees and expenses 109,200
Professional fees 73,900
Reports to shareholders 72,500
Transfer agent/registrar's expenses 17,000
Custodian fees 15,000
Other 15,589
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TOTAL EXPENSES 2,663,677
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INVESTMENT INCOME - net 9,766,124
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Net realized and unrealized gain (loss) on investments:
Net realized gain on investments before taxes 5,141,575
Income tax expense (145,386)
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Net realized gain on investments 4,996,189
Net change in unrealized appreciation of investments (15,616,605)
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Net loss on investments (10,620,416)
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Net decrease in net assets resulting from operations $ (854,292)
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See Notes to Consolidated Financial Statements
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3
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2008
(UNAUDITED)
NET DECREASE IN CASH:
Cash flows from operating activities:
Purchases/Proceeds/Maturities from short-term portfolio
securities, net $ 2,872,752
Purchase of portfolio securities (47,030,056)
Proceeds from disposition of portfolio securities 48,333,620
Interest, dividends, and other received 11,978,405
Interest expense paid (817,026)
Operating expenses paid (1,866,227)
Income taxes paid (1,272,987)
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NET CASH PROVIDED BY OPERATING ACTIVITIES 12,198,481
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Cash flows from financing activities:
Cash dividends paid from net investment income (13,968,456)
Receipts for shares issued on reinvestment of dividends 1,623,880
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NET CASH USED FOR FINANCING ACTIVITIES (12,344,576)
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NET DECREASE IN CASH (146,095)
Cash - beginning of year 668,459
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CASH - END OF PERIOD $ 522,364
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reconciliation of net decrease in net assets to net
cash provided by operating activities:
Net decrease in net assets resulting from operations $ (854,292)
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Decrease in investments 13,616,028
Increase in interest and dividends receivable (26,606)
Decrease in receivable for investments sold 362,179
Increase in other assets (12,738)
Increase in payable for investments purchased 273,825
Decrease in investment advisory fee payable (13,244)
Decrease in interest payable (9,452)
Decrease in accrued expenses (7,888)
Decrease in accrued taxes payable (1,127,601)
Decrease in other payables (1,730)
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Total adjustments to net assets from operations 13,052,773
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Net cash provided by operating activities $ 12,198,481
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See Notes to Consolidated Financial Statements
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4
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS MassMutual Corporate Investors
For the six
months ended For the
06/30/08 year ended
(Unaudited) 12/31/07
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DECREASE IN NET ASSETS:
Operations:
Investment income - net $ 9,766,124 $ 23,586,915
Net realized gain on investments 4,996,189 1,411,465
Net change in unrealized appreciation of
investments (15,616,605) (4,596,952)
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Net (decrease) increase in net assets
resulting from operations (854,292) 20,401,428
Increase from common shares issued on
reinvestment of dividends
Common shares issued (2008 - 57,165;
2007 - 87,700) 1,623,880 2,751,359
Dividends to shareholders from:
Net investment income (2008 - $0.54 per
share; 2007 - $2.57 per share) (5,007,966) (23,679,411)
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TOTAL DECREASE IN NET ASSETS (4,238,378) (526,624)
NET ASSETS, BEGINNING OF YEAR 251,163,022 251,689,646
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NET ASSETS, END OF PERIOD/YEAR (including
undistributed net investment of $6,523,377
and $1,765,219, respectively $ 246,924,644 $ 251,163,022
============= =============
See Notes to Consolidated Financial Statements
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5
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS
SELECTED DATA FOR EACH SHARE OF BENEFICIAL INTEREST OUTSTANDING:
For the six months For the years ended December 31,
ended 06/30/2008 --------------------------------------------------
(Unaudited) 2007 2006 2005 2004 2003
----------- ---- ---- ---- ---- ----
Net asset value:
Beginning of year $ 27.19 $ 27.51 $ 26.06 $ 24.34 $ 21.84 $ 19.40
------- ------- ------- ------- ------- -------
Net investment income (a) 1.05 2.56 2.27 2.03 2.00 1.44
Net realized and unrealized
gain (loss) on investments (1.15) (0.35) 1.62 1.96(b) 2.64 2.83
------- ------- ------- ------- ------- -------
Total from investment operations (0.10) 2.21 3.89 3.99 4.64 4.27
------- ------- ------- ------- ------- -------
Dividends from net investment
income to common shareholders (0.54) (2.57) (2.47) (2.11) (2.16) (1.84)
Dividends from net realized gain
on investments to common shareholders -- -- (0.01) (0.18) -- --
Increase from dividends reinvested 0.02 0.04 0.04 0.02 0.02 0.01
------- ------- ------- ------- ------- -------
Total dividends (0.52) (2.53) (2.44) (2.27) (2.14) (1.83)
------- ------- ------- ------- ------- -------
Net asset value: End of period/year $ 26.57 $ 27.19 $ 27.51 $ 26.06 $ 24.34 $ 21.84
======= ======= ======= ======= ======= =======
Per share market value:
End of period/year $ 28.18 $ 30.20 $ 34.89 $ 30.05 $ 28.50 $ 22.90
Total investment return:
Market value (4.81)% (8.78)% 29.04% 16.95% 36.10% 27.53%
Net asset value (c) (0.31)% 8.58% 18.09% 20.04% 22.76% 22.61%
Net assets (in millions):
End of period/year $246.92 $251.16 $251.69 $236.28 $218.51 $193.79
Ratio of operating expenses
to average net assets 1.50%(d) 1.55% 1.43% 1.78% 1.93% 2.04%
Ratio of interest expense
to average net assets 0.65%(d) 0.59% 0.60% 0.73% 0.77% 0.82%
Ratio of income tax expense
to average net assets (e) 0.12%(d) 0.35% 2.46% 2.84% 0.69% --
Ratio of total expenses before custodian fee
reduction to average net assets (e) 2.27%(d) 2.49% 4.53% 5.36% 3.39% 2.86%
Ratio of net expenses after custodian fee
reduction to average net assets (e) 2.27%(d) 2.49% 4.49% 5.35% 3.39% 2.86%
Ratio of net investment income
to average net assets 7.89%(d) 9.17% 8.19% 7.98% 8.68% 6.95%
Portfolio turnover 19% 44% 35% 35% 53% 56%
(a) Calculated using average shares.
(b) Amount includes $0.19 per share in litigation proceeds.
(c) Net asset value return represents portfolio returns based on change in the Trust's net asset value assuming the
reinvestment of all dividends and distributions which differs from the total investment return based on the Trust's market
value due to the difference between the Trust's net asset value and the market value of its shares outstanding; past
performance is no guarantee of future results.
(d) Annualized.
(e) As additional information, this ratio is included to reflect the taxes paid on retained long-term gains. These taxes paid
are netted against realized capital gains in the Statement of Operations. The taxes paid are treated as deemed
distributions and a credit for the taxes paid is passed on to the shareholders.
Senior securities:
Total principal amount (in millions) $ 30 $ 30 $ 20 $ 20 $ 29 $ 20
Asset coverage per $1,000
of indebtedness $ 9,231 $ 9,372 $13,584 $12,814 $ 8,535 $10,689
See Notes to Consolidated Financial Statements
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6
CONSOLIDATED SCHEDULE OF INVESTMENTS MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES - 72.05%:(A) PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
PRIVATE PLACEMENT INVESTMENTS - 67.83%
A H C HOLDING COMPANY, INC.
A designer and manufacturer of boilers and water heaters for the commercial sector.
15% Senior Subordinated Note due 2015 $ 2,350,647 11/21/07 $ 2,303,690 $ 2,283,094
Limited Partnership Interest (B) 14.99% int. 11/21/07 224,795 213,560
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2,528,485 2,496,654
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A T I ACQUISITION COMPANY
A for-profit post-secondary school serving students in Texas, Florida and Arizona.
12% Senior Subordinated Note due 2012 $ 2,125,000 04/08/04 2,125,000 2,125,000
Warrant, exercisable until 2012, to purchase
preferred stock at $.01 per share (B) 13 shs. 11/16/07 -- 17,304
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 2,323 shs. 04/08/04 -- 397,649
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2,125,000 2,539,953
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A W X HOLDINGS CORPORATION
A provider of aerial equipment rental, sales and repair services to non-residential construction and
maintenance contractors operating in the State of Indiana.
10.5% Senior Secured Term Note due 2014 $ 735,000 05/15/08 720,300 731,976
13% Senior Subordinated Note due 2015 $ 735,000 05/15/08 658,493 729,720
Common Stock (B) 105,000 05/15/08 105,000 99,750
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 36,923 shs. 05/15/08 62,395 369
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1,546,188 1,561,815
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ADVANCED TECHNOLOGIES HOLDINGS
A provider of factory maintence services to industrial companies.
15% Senior Subordinated Note due 2013 $ 2,055,980 12/27/07 2,014,997 2,017,370
Preferred Stock (B) 1,031 shs. 12/27/07 510,000 484,499
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2,524,997 2,501,869
------------- -------------
AERO HOLDINGS, INC.
A provider of geospatial services to corporate and government clients.
10.5% Senior Secured Term Note due 2014 $ 1,627,500 03/09/07 1,603,088 1,566,275
14% Senior Subordinated Note due 2015 $ 1,260,000 03/09/07 1,135,046 1,203,079
Common Stock (B) 262,500 shs. 03/09/07 262,500 222,681
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 66,116 shs. 03/09/07 111,527 56,087
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3,112,161 3,048,122
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7
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A)(CONTINUED) PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
AMERICAN HOSPICE MANAGEMENT HOLDING LLC
A for-profit hospice care provider in the United States.
12% Senior Subordinated Note due 2013 $ 2,125,000 01/22/04 $ 1,994,615 $ 2,032,369
12% Senior Subordinated Note due 2013 $ 1,062,495 06/09/08 1,041,245 1,057,066
Preferred Class A Unit (B) 3,223 uts. * 322,300 128,920
Preferred Class B Unit (B) 1,526 uts. 06/09/08 152,626 152,626
Common Class B Unit (B) 30,420 uts. 01/22/04 1 --
Common Class D Unit (B) 6,980 uts. 09/12/06 1 --
------------- -------------
3,510,788 3,370,981
------------- -------------
ARROW TRU-LINE HOLDINGS, INC.
A manufacturer of hardware for residential and commercial overhead garage doors in North America.
12% Senior Subordinated Note due 2012 $ 1,627,660 05/18/05 1,553,047 1,538,120
Common Stock (B) 497 shs. 05/18/05 497,340 85,937
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 130 shs. 05/18/05 112,128 22,529
------------- -------------
2,162,515 1,646,586
------------- -------------
BRAVO SPORTS HOLDING CORPORATION
A designer and marketer of niche branded consumer products including canopies, trampolines,
in-line skates, skateboards, and urethane wheels.
12.5% Senior Subordinated Note due 2014 $ 2,281,593 06/30/06 2,158,648 2,304,409
Preferred Stock Class A (B) 879 shs. 06/30/06 268,121 267,043
Common Stock (B) 1 sh. 06/30/06 286 --
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 309 shs. 06/30/06 92,102 93,851
------------- -------------
2,519,157 2,665,303
------------- -------------
CAPESUCCESS LLC
A provider of diversified staffing services.
Preferred Membership Interests (B) 1,881 uts. 04/29/00 8,395 --
Common Membership Interests (B) 24,318 uts. 04/29/00 108,983 --
------------- -------------
117,378 --
------------- -------------
CAPITAL SPECIALTY PLASTICS, INC.
A producer of desiccant strips used for packaging pharmaceutical products.
Common Stock (B) 109 shs. ** 503 558,932
------------- -------------
* 01/22/04 and 09/12/06.
** 12/30/97and 05/29/99
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8
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
COEUR, INC.
A producer of proprietary, disposable power injection syringes.
8.75% Senior Secured Term Note due 2010 $ 247,283 04/30/03 $ 247,283 $ 248,081
11.5% Senior Subordinated Note due 2011 $ 424,818 04/30/03 405,255 420,731
Common Stock (B) 126,812 shs. 04/30/03 126,812 301,179
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 87,672 shs. 04/30/03 40,804 208,221
------------- -------------
820,154 1,178,212
------------- -------------
CONNECTICUT ELECTRIC, INC.
A supplier and distributor of electrical products sold into the retail and wholesale markets.
12% Senior Subordinated Note due 2014 $ 2,393,954 01/12/07 2,233,202 2,107,517
Limited Liability Company Unit Class A (B) 156,046 uts. 01/12/07 156,046 22,666
Limited Liability Company Unit Class C (B) 112,873 uts. 01/12/07 112,873 16,395
------------- -------------
2,502,121 2,146,578
------------- -------------
CONNOR SPORT COURT INTERNATIONAL, INC.
A designer and manufacturer of outdoor and indoor synthetic sports flooring and other temporary flooring products.
Preferred Stock Series B-2 (B) 17,152 shs. 07/05/07 700,392 700,393
Preferred Stock Series C (B) 8,986 shs. 07/05/07 300,168 300,168
Common Stock (B) 718 shs. 07/05/07 7 7
Limited Partnership Interest (B) 7.74% int. * 189,586 --
------------- -------------
1,190,153 1,000,568
------------- -------------
COREPHARMA LLC
A manufacturer of oral dose generic pharmaceuticals targeted at niche applications.
12% Senior Subordinated Note due 2013 $ 2,550,000 08/04/05 2,444,071 2,519,104
Warrant, exercisable until 2013, to purchase
common stock at $.001 per share (B) 20 shs. 08/04/05 137,166 101,805
------------- -------------
2,581,237 2,620,909
------------- -------------
DAVIS-STANDARD LLC
A manufacturer, assembler, and installer of a broad range of capital equipment that is used in the extrusion, conversion,
and processing of plastic materials.
12% Senior Subordinated Note due 2014 $ 1,847,826 10/30/06 1,739,229 1,867,249
Limited Partnership Interest (B) 1.82% int. 10/30/06 702,174 1,303,644
Warrant, exercisable until 2014, to purchase
preferred stock at $.01 per share (B) 50 shs. 10/30/06 49,830 57,588
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 34 shs. 10/30/06 34,000 130,152
------------- -------------
2,525,233 3,358,633
------------- -------------
* 08/12/04 and 01/14/05.
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9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE 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) 27.20% int. 08/27/98 $ 734,090 $ --
Preferred Stock (B) 3,278 shs. 12/14/01 2,784,133 1,503,115
Warrants, exercisable until 2011, to purchase common
stock of DHI Holdings, Inc. at $.01 per share (B) 13,352 shs. * 403,427 --
------------- -------------
3,921,650 1,503,115
------------- -------------
DUNCAN SYSTEMS, INC.
A distributor of windshields and side glass for the recreational vehicle market.
10% Senior Secured Term Note due 2013 $ 540,000 11/01/06 531,900 528,856
13% Senior Subordinated Note due 2014 $ 855,000 11/01/06 769,997 832,471
Common Stock (B) 180,000 shs. 11/01/06 180,000 210,402
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 56,514 shs. 11/01/06 78,160 66,059
------------- -------------
1,560,057 1,637,788
------------- -------------
DWYER GROUP, INC.
A franchiser of a variety of home repair services.
Common Stock (B) 6,906 shs. ** 690,600 1,106,338
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 2,034 shs. 10/30/03 186,469 325,780
------------- -------------
877,069 1,432,118
------------- -------------
E S P HOLDCO, INC.
A manufacturer of power protection technology for commercial office equipment, primarily supplying the office equipment
dealer network.
14% Senior Subordinated Note due 2015 $ 2,230,370 01/08/08 2,191,448 2,175,464
Common Stock (B) 660 shs. 01/08/08 329,990 313,500
------------- -------------
2,521,438 2,488,964
------------- -------------
E X C ACQUISITION CORPORATION
A manufacturer of pre-filled syringes and pump systems used for intravenous drug delivery.
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 22 shs. 06/28/04 77,208 184,908
------------- -------------
------------- -------------
* 10/24/96 and 08/28/98.
** 10/30/03 and 01/02/04.
---------------------------------------------------------------------------------------------------------------------------------
10
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
ELECTRA BICYCLE COMPANY LLC
A designer and marketer of branded leisure bicycles.
10.5% Senior Secured Term Note A due 2009 $ 63,765 04/12/07 $ 62,490 $ 63,555
10.5% Senior Secured Term Note B due 2012 $ 659,969 04/12/07 649,950 654,193
12% Senior Secured Term Note C due 2012 $ 510,121 04/12/07 474,967 501,722
Limited Liability Company Unit Series F 64,597 uts. 04/12/07 64,597 147,743
Limited Liability Company Unit Series G 4,990 uts. 04/12/07 4,990 11,413
------------- -------------
1,256,994 1,378,626
------------- -------------
ENZYMATIC THERAPY, INC.
A manufacturer and distributor of branded natural medicines and nutritional supplements.
Limited Partnership Interest (B) 1.32% int. 03/30/00 531,250 318,508
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 29,117 shs. 03/30/00 255,000 199,906
------------- -------------
786,250 518,414
------------- -------------
EVANS CONSOLES, INC.
A designer and manufacturer of consoles and control center systems.
Common Stock (B) 90,000 shs. 05/06/04 6 925,965
------------- -------------
F H S HOLDINGS LLC
A national provider of customized disease management services to large self-insured employers.
12% Senior Subordinated Note due 2014 $ 2,390,625 06/01/06 2,242,876 2,390,625
Preferred Unit (B) 159 uts. 06/01/06 159,362 187,947
Common Unit Class B (B) 1,386 uts. 06/01/06 122,361 --
------------- -------------
2,524,599 2,578,572
------------- -------------
FLUTES, INC.
An independent manufacturer of micro fluted corrugated sheet material for the food and consumer products packaging industries.
10% Senior Secured Term Note due 2013 $ 918,385 04/13/06 904,609 867,114
14% Senior Subordinated Note due 2014 $ 555,059 04/13/06 503,835 523,577
Common Stock (B) 109,436 shs. 04/13/06 109,436 --
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 30,940 shs. 04/13/06 48,433 --
------------- -------------
1,566,313 1,390,691
------------- -------------
FOWLER HOLDING, INC.
A provider of site development services to residential homebuilders and developers in the Raleigh/Durham region of North Carolina.
12% Senior Subordinated Note due 2013 $ 2,365,217 02/03/06 2,172,380 2,171,124
Common Stock (B) 185 shs. 02/03/06 184,783 43,806
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 254 shs. 02/03/06 208,435 60,259
------------- -------------
2,565,598 2,275,189
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
FUEL SYSTEMS HOLDING CORPORATION
An independent North American supplier of fuel tanks for a wide variety of commercial vehicles.
12% Senior Subordinated Note due 2014 $ 2,337,500 01/31/06 $ 2,195,161 $ 1,753,125
Preferred Stock (B) 31,718 shs. 06/12/08 31,718 15,859
Common Stock (B) 212,500 shs. 01/31/06 212,500 --
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 138,408 shs. 01/31/06 119,213 --
------------- -------------
2,558,592 1,768,984
------------- -------------
GOLDEN COUNTY FOODS HOLDING, INC.
A manufacturer of frozen appetizers and snacks.
12% Senior Subordinated Note due 2015 $ 1,912,500 11/01/07 1,727,592 1,852,433
8% Series A Convertible Preferred Stock, convertible into
4.25% of the fully dilluted common shares (B) 146,658 shs. 11/01/07 146,658 139,325
------------- -------------
1,874,250 1,991,758
------------- -------------
GQ HOLDINGS LLC
A developer and distributor of tools, equipment, and supplies to the natural and engineered stone industry.
15% Senior Subordinated Note due 2015 $ 2,299,077 06/27/08 2,253,095 2,302,982
Common Stock (B) 7,304 shs. 06/27/08 250,923 238,378
------------- -------------
2,504,018 2,541,360
------------- -------------
H M HOLDING COMPANY
A designer, manufacturer, and importer of promotional and wood furniture.
12% Senior Subordinated Note due 2013 (D) $ 2,210,000 02/10/06 2,048,925 --
Preferred Stock (B) 40 shs. * 40,476 --
Common Stock (B) 340 shs. 02/10/06 340,000 --
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 126 shs. 02/10/06 116,875 --
------------- -------------
2,546,276 --
------------- -------------
HIGHGATE CAPITAL LLC
An acquirer of controlling or substantial interests in manufacturing and marketing entities.
Series A Preferred Units (B) 1.19% int. 7/21/94 367,440 --
------------- -------------
HOME DECOR HOLDING COMPANY
A designer, manufacturer and marketer of framed art and wall decor products.
12.5% Senior Subordinated Note due 2012 $ 2,043,269 ** 1,903,920 1,987,721
Common Stock (B) 63 shs. ** 62,742 66,540
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 200 shs. ** 199,501 211,584
------------- -------------
2,166,163 2,265,845
------------- -------------
* 09/18/07 and 06/27/08.
** 06/30/04 and 08/19/04.
---------------------------------------------------------------------------------------------------------------------------------
12
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
INSURANCE CLAIMS MANAGEMENT, INC.
A third party administrator providing auto and property claim administration services for insurance companies.
Common Stock (B) 69 shs. 02/27/07 $ 2,077 $ 79,312
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 20 shs. 02/27/07 612 23,360
------------- -------------
2,689 102,672
------------- -------------
INTEGRATION TECHNOLOGY SYSTEMS, INC.
A manufacturer of steel protective computer and network systems for the industrial and office environments.
12% Senior Secured Note due on demand (D) $ 43,943 03/01/04 1 --
Common Stock (B) 228 shs. 06/01/00 262,200 --
------------- -------------
262,201 --
------------- -------------
JASON, INC.
A diversified manufacturing company serving various industrial markets.
13% Senior Subordinated Note due 2010 $ 963,687 08/04/00 920,193 940,075
Limited Partnership Interest of
Saw Mill Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,352 354,780
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 71,249
------------- -------------
1,921,957 1,366,104
------------- -------------
JUSTRITE MANUFACTURING AQUISITION CO.
A manufacturer of safety products such as storage cabinets and containers.
12% Senior Subordinated Note due 2011 $ 1,593,750 12/15/04 1,529,755 1,587,538
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 1,121 shs. 12/15/04 101,109 253,289
------------- -------------
1,630,864 1,840,827
------------- -------------
K H O F HOLDINGS, INC.
A manufacturer of premium disposable tableware products serving both the foodservice and consumer channels.
14% Senior Subordinated Note due 2014 $ 2,350,858 10/15/07 2,304,112 2,327,297
Common Stock (B) 220,673 shs. 10/15/07 220,673 209,639
------------- -------------
2,524,785 2,536,936
------------- -------------
K N B HOLDINGS CORPORATION
A designer, manufacturer and marketer of products for the custom framing market.
13.5% Senior Subordinated Note due 2013 $ 2,486,642 05/25/06 2,378,551 2,461,153
Common Stock (B) 134,210 shs. 05/25/06 134,210 125,514
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 82,357 shs. 05/25/06 71,534 77,021
------------- -------------
2,584,295 2,663,688
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
K W P I HOLDINGS CORPORATION
A manufacturer and distributor of vinyl windows and patio doors throughout the northwestern United States.
12% Senior Subordinated Note due 2014 $ 2,318,000 03/14/07 $ 2,129,647 $ 2,142,311
Common Stock (B) 232 shs. 03/13/07 232,000 133,561
Warrant, exercisable until 2017, to purchase
common stock at $.01 per share (B) 167 shs. 03/14/07 162,260 96,141
------------- -------------
2,523,907 2,372,013
------------- -------------
K-TEK HOLDING CORPORATION
A manufacturer of instrumentation for liquid and bulk solids level detection for process and storage tanks.
14% Senior Secured Note due 2015 $ 2,197,978 12/20/07 2,158,339 2,131,352
Preferred Stock (B) 363,260 shs. 12/20/07 363,260 345,097
Common Stock (B) 102,616 shs. 12/20/07 1,026 1,026
------------- -------------
2,522,625 2,477,475
------------- -------------
MAIL COMMUNICATIONS GROUP, INC.
A provider of mail processing and handling services, lettershop services, and commercial printing services.
12.5% Senior Subordinated Note due 2014 $ 975,000 05/04/07 912,469 959,716
Limited Liability Company Unit (B) 24,109 uts. * 314,464 329,071
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 3,375 shs. 05/04/07 43,031 48,491
------------- -------------
1,269,964 1,337,278
------------- -------------
MAVERICK ACQUISITION COMPANY
A manufacturer of capsules that cover the cork and neck of wine bottles.
7.19% Senior Secured Tranche A Note due 2010 (C) $ 404,877 09/03/04 404,877 399,029
12% Senior Secured Tranche B Note due 2011 $ 313,433 09/03/04 290,225 297,116
Limited Partnership Interest (B) 7.84% int. 09/03/04 58,769 37,983
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 425 shs. 09/03/04 39,473 27,444
------------- -------------
793,344 761,572
------------- -------------
MICROGROUP, INC.
A manufacturer of precision parts and assemblies, and a value-added supplier of metal tubing and bars.
12% Senior Subordinated Note due 2013 $ 2,685,614 ** 2,549,861 2,657,149
Common Stock (B) 450 shs. ** 450,000 552,803
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 164 shs. ** 162,974 201,442
------------- -------------
3,162,835 3,411,394
------------- -------------
* 05/04/07 and 01/02/08.
** 08/12/05 and 09/11/06.
---------------------------------------------------------------------------------------------------------------------------------
14
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
MOMENTUM HOLDING CO.
A designer and supplier of upholstery fabric to commercial furniture manufacturers and architectural and design firms.
12% Senior Subordinated Note due 2014 $ 1,168,847 08/04/06 $ 1,053,964 $ 1,171,824
Limited Partnership Interest (B) 21.23% int. 08/04/06 106,153 201,552
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 1,107 shs. 08/04/06 107,109 210,095
------------- -------------
1,267,226 1,583,471
------------- -------------
MONESSEN HOLDING CORPORATION
A designer and manufacturer of a broad line of gas, wood, and electric hearth products and accessories.
12% Senior Subordinated Note due 2014 (D) $ 2,550,000 03/31/06 2,360,875 2,295,000
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 152 shs. 03/31/06 138,125 --
------------- -------------
2,499,000 2,295,000
------------- -------------
MORTON INDUSTRIAL GROUP, INC.
A manufacturer of highly engineered metal fabricated components.
12% Senior Subordinated Note due 2014 (D) $ 2,440,909 08/25/06 2,242,151 2,196,818
30% Series A Preferred Stock (B) 17,051 shs. 03/03/08 17,051 15,346
Common Stock (B) 109,091 shs. 08/25/06 109,091 --
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 173,633 shs. 08/25/06 149,940 --
------------- -------------
2,518,233 2,212,164
------------- -------------
MOSS, INC.
A manufacturer and distributor of large display and exhibit structures.
Limited Partnership Interest of
Riverside Capital Appreciation Fund I, L.P. (B) 37.37% int. * 348,620 1,162,564
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 214 shs. 12/21/05 36,647 71,373
------------- -------------
385,267 1,233,937
------------- -------------
NABCO, INC.
A producer of explosive containment vessels in the United States.
14% Senior Subordinated Note due 2014 $ 712,219 02/24/06 641,853 356,109
Limited Liability Company Unit (B) 825 uts. ** 825,410 --
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 129 shs. 02/24/06 37,188 --
------------- -------------
1,504,451 356,109
------------- -------------
* 09/20/00, 05/23/02 and 02/21/07.
** 02/24/06 and 06/22/07.
---------------------------------------------------------------------------------------------------------------------------------
15
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
NAVIS GLOBAL
A designer, manufacturer, seller and servicer of finishing machinery for the knit and woven segments of the global textile industry.
12% Senior Subordinated Note due 2014 (D) $ 1,234,551 05/28/04 $ 1,103,763 $ 617,276
8.75% Senior Secured Note due 2011 $ 573,025 05/28/04 573,028 560,428
Common Stock (B) 674,157 shs. 05/28/04 674,157 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 203,912 shs. 05/28/04 130,789 --
------------- -------------
2,481,737 1,177,704
------------- -------------
NESCO HOLDINGS CORPORATION
A sales and leasing company that provides equipment to the electric utility, telecommunications, and various other industries.
12% Senior Subordinated Note due 2015 $ 2,125,000 08/02/07 1,888,243 2,132,985
Common Stock (B) 425,000 shs. 08/02/07 425,000 403,750
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 119,360 shs. 08/02/07 194,257 1,194
------------- -------------
2,507,500 2,537,929
------------- -------------
NETSHAPE TECHNOLOGIES, INC.
A manufacturer of powder metal and metal injection molded precision components used in industrial,
consumer, and other applications.
12% Senior Subordinated Note due 2014 $ 1,530,000 02/02/07 1,408,570 1,415,682
Limited Partnership Interest of
Saw Mill PCG Partners LLC (B) 1,020 uts. 02/01/07 1,020,000 344,655
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 91 shs. 02/02/07 90,830 30,691
------------- -------------
2,519,400 1,791,028
------------- -------------
NYLONCRAFT, INC.
A supplier of engineered plastic components for the automotive industry.
9% Senior Secured Note due 2009 $ 812,500 01/28/02 812,500 771,875
11.5% Senior Subordinated Note due 2012 $ 1,500,000 01/28/02 1,424,850 1,125,000
Common Stock (B) 312,500 shs. 01/28/02 312,500 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 243,223 shs. 01/28/02 162,045 --
------------- -------------
2,711,895 1,896,875
------------- -------------
OAKRIVER TECHNOLOGY, INC.
Designs, engineers and assembles high precision automated process equipment for the medical device industry,
with a focus on defibrillators and stents.
10% Senior Secured Note due 2012 $ 521,956 01/03/06 514,126 501,545
13% Senior Subordinated Note due 2013 $ 687,241 01/03/06 624,086 650,304
Common Stock (B) 322,307 shs. 01/03/06 322,307 --
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 75,378 shs. 01/03/06 62,824 --
------------- -------------
1,523,343 1,151,849
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
16
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
OLYMPIC SALES, INC.
A boat retailer in Washington state, Oregon, California and British Columbia.
12% Senior Subordinated Note due 2008 (D) $ 1,022,000 08/07/98 $ 1,022,000 $ 459,900
12% Senior Subordinated Note due 2008 (D) $ 307,071 02/09/00 268,283 138,182
Limited Partnership Interest of Riverside VIII,
VIII-A and VIII-B Holding Company, L.P. 20.58% int. * 1,555,992 --
Warrants, exercisable until 2008, to purchase
common stock at $.01 per share (B) 28,648 shs. ** 389,188 --
------------- -------------
3,235,463 598,082
------------- -------------
ONTARIO DRIVE & GEAR LTD.
A manufacturer of all-wheel drive, off-road amphibious vehicles and related accessories.
Limited Liability Company Unit (B) 3,667 uts. 01/17/06 572,115 1,077,920
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 619 shs. 01/17/06 170,801 181,991
------------- -------------
742,916 1,259,911
------------- -------------
P A S HOLDCO LLC
An independent provider of maintenance, repair and overhaul services to the aerospace
gas turbine engine and airframe markets.
14% Senior Subordinated Note due 2014 $ 2,244,497 07/03/06 2,142,984 2,225,001
Preferred Unit (B) 382 uts. 07/03/06 382,150 448,644
Preferred Unit (B) 69 uts. 07/03/06 68,790 80,759
Common Unit Class I (B) 148 uts. 07/03/06 -- --
Common Unit Class L (B) 31 uts. 07/03/06 -- --
------------- -------------
2,593,924 2,754,404
------------- -------------
P I I HOLDING CORPORATION
A manufacturer of plastic film and bags for the general industrial, medical, and food industries.
12% Senior Subordinated Note due 2013 $ 2,295,000 03/31/06 2,164,265 2,304,788
Preferred Stock (B) 36 shs. 03/31/06 329,596 385,863
Common Stock (B) 23 shs. 03/31/06 25,500 68,113
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 13 shs. 03/31/06 11,122 39,621
------------- -------------
2,530,483 2,798,385
------------- -------------
PACIFIC CONSOLIDATED HOLDINGS LLC
A manufacturer of rugged, mobile liquid and gaseous oxygen and nitrogen generating
systems used in the global defense, oil & gas, and medical sectors.
12% Senior Subordinated Note due 2012 $ 1,304,624 04/27/07 1,202,384 1,217,434
Limited Liability Company Unit (B) 1,754,707 uts. 04/27/07 63,233 --
------------- -------------
1,265,617 1,217,434
------------- -------------
* 08/07/98, 02/23/99, 12/22/99 and 02/25/03.
** 08/07/98 and 02/09/00.
---------------------------------------------------------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
PARADIGM PACKAGING, INC.
A manufacturer of plastic bottles and closures for the nutritional, pharmaceutical, personal care
and food packaging markets.
12% Senior Subordinated Note due 2011 $ 2,125,000 12/19/00 $ 2,001,716 $ 2,061,431
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 --
------------- -------------
2,267,341 2,061,431
------------- -------------
POSTLE ALUMINUM COMPANY LLC
A manufacturer and distributor of aluminum extruded products.
12% Senior Subordinated Note due 2014 $ 2,040,000 10/02/06 1,901,841 2,013,840
Limited Liability Company Unit 1,384 uts. 10/02/06 510,000 341,905
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 344 shs. 10/02/06 124,644 85,038
------------- -------------
2,536,485 2,440,783
------------- -------------
POWER SERVICES HOLDING COMPANY
A provider of industrial motor repair services, predictive and preventative maintenance, and performance
improvement consulting, serving the petrochemical, mining, power generation, metals, and paper industries.
12% Senior Subordinated Note due 2016 $ 2,372,093 02/11/08 2,161,368 2,323,927
Limited Partnership Interest 177,729 uts. 02/11/08 177,729 168,843
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 1,322 shs. 02/11/08 167,588 13
------------- -------------
2,506,685 2,492,783
------------- -------------
PROTEIN GENETICS, INC.
A producer of bovine artificial insemination products, related breeding and healthcare
products and specialty genetics sold to the dairy and beef industries.
9.8% Redeemable Exchangeable Preferred Stock (B) 1,004 shs. 08/12/94 100,350 --
Common Stock (B) 2,600 shs. * 126,866 --
------------- -------------
227,216 --
------------- -------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake and chassis products.
12% Senior Subordinated Note due 2012 $ 1,770,833 05/28/04 1,555,991 1,754,387
Common Stock 354,167 shs. 05/28/04 354,166 315,207
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share 377,719 shs. 05/28/04 377,719 336,168
------------- -------------
2,287,876 2,405,762
------------- -------------
QUALSERV CORPORATION
A provider of foodservice equipment and supplies to major restaurant chains and their franchisees.
Limited Partnership Interest (B) 9.26% int. 07/09/04 1 --
------------- -------------
* 08/12/94 and 11/14/01.
---------------------------------------------------------------------------------------------------------------------------------
18
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
R A J MANUFACTURING HOLDINGS LLC
A designer and manufacturer of women's swimwear sold under a variety of licensed brand names.
12.5% Senior Subordinated Note due 2014 $ 2,267,190 12/15/06 $ 2,090,363 $ 2,255,407
Limited Liability Company Unit (B) 2,828 uts. 12/15/06 282,810 173,215
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 3 shs. 12/15/06 131,483 81,685
------------- -------------
2,504,656 2,510,307
------------- -------------
R E I DELAWARE HOLDING, INC.
An engineer and manufacturer of highly complex, close tolerance components, assemblies,
tooling and custom automation equipment primarily for aerospace, medical and defense/radar markets.
12% Senior Subordinated Note due 2016 $ 2,550,000 01/18/08 2,467,911 2,506,858
Warrant, exercisable until 2018, to purchase
common stock at $.01 per share (B) 6 shs. 01/18/08 31,089 --
------------- -------------
2,499,000 2,506,858
------------- -------------
RADIAC ABRASIVES, INC.
A manufacturer of bonded abrasive and super abrasive grinding wheels in the United States.
12% Senior Subordinated Note due 2014 $ 2,260,638 02/10/06 2,119,268 2,305,851
Common Stock (B) 289,362 shs. 02/10/06 289,362 377,516
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 131,555 shs. 02/10/06 119,796 171,633
------------- -------------
2,528,426 2,855,000
------------- -------------
ROYAL BATHS MANUFACTURING COMPANY
A manufacturer and distributor of acrylic and cultured marble bathroom products.
12.5% Senior Subordinated Notes due 2011 $ 1,062,500 11/14/03 994,393 1,036,612
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 140 shs. 11/14/03 122,946 94,006
------------- -------------
1,117,339 1,130,618
------------- -------------
SAFETY SPEED CUT MANUFACTURING COMPANY, INC.
A manufacturer of vertical panel saws and routers for the wood working industry.
Class B Common Stock (B) 1,480 shs. 06/02/99 256,212 1,037,897
------------- -------------
SAVAGE SPORTS HOLDING, INC.
A manufacturer of sporting firearms.
12% Senior Subordinated Note due 2012 $ 1,538,793 09/10/04 1,462,491 1,526,461
Common Stock (B) 612 shs. * 642,937 701,742
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 134 shs. 09/10/04 113,578 153,214
------------- -------------
2,219,006 2,381,417
------------- -------------
* 09/10/04 and 10/05/07.
---------------------------------------------------------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
SMART SOURCE HOLDINGS LLC
A short-term computer rental company.
12% Senior Subordinated Note due 2015 $ 2,223,076 * $ 2,023,240 $ 2,210,536
Limited Liability Company Unit (B) 619 uts. * 638,061 588,487
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 157 shs. * 164,769 2
------------- -------------
2,826,070 2,799,025
------------- -------------
SPECIALTY FOODS GROUP, INC.
A manufacturer and distributor of branded meat products.
Limited Partnership Interest of MHD Holdings LLC (B) 1.43% int. 08/29/00 684,724 --
------------- -------------
STANTON CARPET HOLDING CO.
A designer and marketer of high and mid-priced decorative carpets and rugs.
12.13% Senior Subordinated Note due 2014 $ 2,239,024 08/01/06 2,114,820 2,204,305
Common Stock (B) 311 shs. 08/01/06 310,976 459,805
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 104 shs. 08/01/06 93,293 153,135
------------- -------------
2,519,089 2,817,245
------------- -------------
T H I ACQUISITION, INC.
A machine servicing company providing value-added steel services to long steel products.
12% Senior Subordinated Note due 2016 $ 2,550,000 01/14/08 2,410,946 2,504,587
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 9 shs. 01/14/08 88,054 --
------------- -------------
2,499,000 2,504,587
------------- -------------
TANGENT RAIL CORPORATION
A manufacturer of rail ties and provider of specialty services to the North American railroad industry.
13% Senior Subordinated Note due 2013 $ 2,217,385 10/14/05 1,947,527 2,217,385
Common Stock (B) 2,203 shs. 10/14/05 2,203 931,978
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 1,167 shs. 10/14/05 294,403 493,699
------------- -------------
2,244,133 3,643,062
------------- -------------
* 08/31/07 and 03/06/08.
---------------------------------------------------------------------------------------------------------------------------------
20
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
TERRA RENEWAL SERVICES, INC.
A provider of wastewater residual management and required environmental reporting, permitting,
nutrient management planning and record keeping to companies involved in poultry and food processing.
6.7% Senior Secured Tranche B Note due 2012 (C) $ 28,852 * $ 28,708 $ 28,064
6.97% Senior Secured Tranche B Note due 2012 (C) $ 1,490,220 * 1,485,215 1,449,505
12% Senior Subordinated Note due 2014 $ 1,162,110 ** 1,110,921 1,156,509
Limited Partnership Interest of
Saw Mill Capital Fund V, L.P. (B) 3.97% int. 03/01/05 116,285 677,375
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 72 shs. 04/28/06 59,041 117,774
------------- -------------
2,800,170 3,429,227
------------- -------------
TORRENT GROUP HOLDINGS, INC.
A contractor specializing in the sales and installation of engineered drywells for the retention and filtration of stormwater
and nuisance water flow.
12.5% Senior Subordinated Note due 2013 $ 2,239,024 10/26/07 2,102,363 2,198,622
Series A Preferred Stock (B) 414 shs. 10/26/07 414,051 393,348
------------- -------------
2,516,414 2,591,970
------------- -------------
TOTAL E & S, INC.
A manufacturer of a wide variety of equipment used in the oil and gas industry.
10.5% Senior Secured Term Note due 2013 $ 851,351 03/02/07 838,581 849,331
13% Senior Subordinated Note due 2014 $ 598,450 03/02/07 490,608 596,252
Common Stock (B) 125,199 shs. 03/02/07 125,199 76,045
Warrant, exercisable until 2014 to purchase
common stock at $.01 per share (B) 34,533 shs. 03/02/07 95,873 20,975
------------- -------------
1,550,261 1,542,603
------------- -------------
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 2010 $ 2,712,000 02/05/98 2,590,992 2,712,000
Common Stock (B) 630 shs. 02/04/98 630,000 846,384
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 444 shs. 02/05/98 368,832 596,499
------------- -------------
3,589,824 4,154,883
------------- -------------
TRANSPAC HOLDING COMPANY
A designer, importer, and wholesaler of home decor and seasonal gift products.
12% Senior Subordinated Note due 2015 $ 1,773,006 10/31/07 1,653,763 1,726,311
Common Stock (B) 209 shs. 10/31/07 208,589 198,161
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 94 shs. 10/31/07 87,607 1
------------- -------------
1,949,959 1,924,473
------------- -------------
* 04/28/06 and 12/21/06.
** 04/28/06 and 09/13/06.
---------------------------------------------------------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
TRANSTAR HOLDING COMPANY
A distributor of aftermarket automotive transmission parts.
12% Senior Subordinated Note due 2014 $ 1,734,000 08/31/05 $ 1,671,552 $ 1,765,414
Common Stock (B) 1,078 shs. * 1,078,450 1,366,125
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 86 shs. 08/31/05 77,485 108,864
------------- -------------
2,827,487 3,240,403
------------- -------------
TRUCK BODIES & EQUIPMENT INTERNATIONAL
A designer and manufacturer of accessories for heavy and medium duty trucks, primarily dump bodies, hoists,
various forms of flat-bed bodies, landscape bodies and other accessories.
12% Senior Subordinated Note due 2013 (D) $ 2,309,541 ** 2,141,949 2,078,587
Common Stock (B) 742 shs. ** 800,860 --
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 153 shs. ** 159,894 --
------------- -------------
3,102,703 2,078,587
------------- -------------
TRUSTILE DOORS, INC.
A manufacturer and distributor of interior doors.
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 5,781 shs. 04/11/03 76,089 191,255
------------- -------------
U M A ENTERPRISES, INC.
An importer and wholesaler of home decor products.
15% Senior Subordinated Note due 2015 $ 1,670,389 02/08/08 1,637,088 1,651,353
Convertible Preferred Stock (B) 887 shs. 02/08/08 886,956 842,612
------------- -------------
2,524,044 2,493,965
------------- -------------
U-LINE CORPORATION
A manufacturer of high-end, built-in, undercounter ice making, wine storage and refrigeration appliances.
12.5% Senior Subordinated Note due 2012 $ 1,882,100 04/30/04 1,747,845 1,843,897
Common Stock (B) 182 shs. 04/30/04 182,200 158,287
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 230 shs. 04/30/04 211,736 200,178
------------- -------------
2,141,781 2,202,362
------------- -------------
VICTORY VENTURES LLC
An acquirer of controlling or substantial interests in other entities.
Series A Preferred Units (B) 1 ut. 12/02/96 937 --
------------- -------------
* 08/31/05 and 04/30/07.
** 07/19/05 and 12/22/05.
---------------------------------------------------------------------------------------------------------------------------------
22
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
VISIONEERING, INC.
A designer and manufacturer of tooling and fixtures for the aerospace industry.
10.5% Senior Secured Term Loan due 2013 $ 802,941 05/17/07 $ 790,897 $ 798,668
13% Senior Subordinated Note due 2014 $ 648,530 05/17/07 585,734 642,798
Common Stock (B) 123,529 shs. 05/17/07 123,529 65,171
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 35,006 shs. 05/17/07 55,055 18,468
------------- -------------
1,555,215 1,525,105
------------- -------------
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 1,776,567 1,742,708
Common Stock (B) 26,456 shs. * 264,558 203,030
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,787 shs. 09/24/04 186,883 182,547
------------- -------------
2,228,008 2,128,285
------------- -------------
VITEX PACKAGING GROUP, INC.
A manufacturer of specialty packaging, primarily envelopes and tags used on tea bags.
12.5% Senior Subordinated Note due 2012 $ 1,700,000 07/19/04 1,483,065 1,530,000
14.5% PIK Note due 2010 $ 212,500 06/30/07 192,717 191,250
Limited Liability Company Unit Class A (B) 414,375 uts. 07/19/04 414,375 --
Limited Liability Company Unit Class B (B) 182,935 uts. 07/19/04 182,935 --
------------- -------------
2,273,092 1,721,250
------------- -------------
WAGGIN' TRAIN HOLDINGS LLC
A producer of premium quality meat dog treats.
14% Senior Subordinated Note due 2014 $ 2,143,448 11/15/07 2,100,617 2,082,700
Limited Liability Company Unit Class B (B) 423 uts. 11/15/07 422,652 401,518
Limited Liability Company Unit Class C (B) 423 uts. 11/15/07 -- 4
------------- -------------
2,523,269 2,484,222
------------- -------------
WALLS INDUSTRIES, INC.
A provider of branded workwear and sporting goods apparel.
Limited Partnership Interest (B) 0.40% int. 07/12/04 3,728 4,901
Common Stock (B) 4,028 shs. 12/21/07 -- 5,295
------------- -------------
3,728 10,196
------------- -------------
WELLBORN FOREST HOLDING CO.
A manufacturer of semi-custom kitchen and bath cabinetry.
12.13% Senior Subordinated Note due 2014 $ 1,721,250 11/30/06 1,610,874 1,656,314
Common Stock (B) 191 shs. 11/30/06 191,250 116,260
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 95 shs. 11/30/06 86,493 58,042
------------- -------------
1,888,617 1,830,616
------------- -------------
* 09/24/04 and 12/22/06.
---------------------------------------------------------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
PRINCIPAL AMOUNT,
SHARES, UNITS,
OR OWNERSHIP ACQUISITION
CORPORATE RESTRICTED SECURITIES:(A) CONTINUED PERCENTAGE DATE COST FAIR VALUE
------------- -------- ------------- -------------
WORKPLACE MEDIA HOLDING CO.
A direct marketer specializing in providing advertisers with access to consumers in the workplace.
13% Senior Subordinated Note due 2015 $ 1,159,196 05/14/07 $ 1,059,051 $ 1,043,266
Limited Partnership Interests (B) 23.16% int. 05/14/07 115,804 --
Warrant, exercisable until 2015, to purchase
common stock at $.02 per share (B) 88 shs. 05/14/07 83,462 --
------------- -------------
1,258,317 1,043,266
------------- -------------
TOTAL PRIVATE PLACEMENT INVESTMENTS (E) 175,459,086 167,491,096
------------- -------------
---------------------------------------------------------------------------------------------------------------------------------
24
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
SHARES OR
INTEREST DUE PRINCIPAL
CORPORATE RESTRICTED SECURITIES:(A) (CONTINUED) RATE DATE AMOUNT COST FAIR VALUE
------ -------- ------------ ------------ ------------
RULE 144A SECURITIES - 4.22%: (A)
BONDS - 4.22%
American Tire Distributor (C) 8.948% 04/01/12 $ 1,000,000 $ 950,000 $ 915,000
Cenveo Corporation 10.500 08/15/16 100,000 100,000 98,750
Charter Communications Op LLC 8.000 04/30/12 800,000 767,250 756,000
Compucom Systems, Inc. 12.500 10/01/15 1,330,000 1,286,856 1,230,250
Douglas Dynamics LLC 7.750 01/15/12 1,010,000 955,421 866,075
G F S I, Inc. (C) 10.500 06/01/11 750,000 719,745 712,500
Intergen NV 9.000 06/30/17 750,000 743,918 776,250
Markwest Energy Oerationg Co. 8.750 04/15/18 125,000 123,979 127,813
Nortek, Inc. 10.000 12/01/13 175,000 173,175 166,250
Packaging Dynamics Corporation of America 10.000 05/01/16 1,200,000 1,195,276 798,000
Rock-Tenn Co. 9.250 03/15/16 1,075,000 1,117,509 1,139,500
Ryerson, Inc. 12.000 11/01/15 65,000 65,000 64,513
SandRidge Energy, Inc. 8.000 06/01/18 360,000 364,523 361,800
Tenneco, Inc. 8.125 11/15/15 100,000 100,000 90,500
Tunica-Biloxi Gaming Authority 9.000 11/15/15 1,075,000 1,104,075 1,042,750
TXU Energy Company LLC 10.250 11/01/15 1,250,000 1,262,188 1,225,000
Videotron, Ltd. 9.125 04/15/18 40,000 39,373 42,100
------------ ------------
TOTAL BONDS 11,068,288 10,413,051
------------ ------------
CONVERTIBLE PREFERRED STOCK - 0.00%
ETEX Corporation (B) 777 716 --
------------ ------------
TOTAL CONVERTIBLE PREFERRED STOCK 716 --
------------ ------------
PREFERRED STOCK - 0.00%
TherOX, Inc. (B) 103 4,131 --
------------ ------------
TOTAL PREFERRED STOCK 4,131 --
------------ ------------
COMMON STOCK - 0.00%
Touchstone Health Partnership (B) 1,168 4,254 --
------------ ------------
TOTAL COMMON STOCK 4,254 --
------------ ------------
TOTAL RULE 144A SECURITIES 11,077,389 10,413,051
------------ ------------
TOTAL CORPORATE RESTRICTED SECURITIES $186,536,475 $177,904,147
------------ ------------
---------------------------------------------------------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
INTEREST DUE PRINCIPAL MARKET
CORPORATE PUBLIC SECURITIES - 30.60%:(A) RATE DATE AMOUNT COST VALUE
------ -------- ------------ ------------ ------------
BONDS - 28.38%
A M C Entertainment, Inc. 11.000% 02/01/16 $ 1,315,000 $ 1,322,176 $ 1,301,850
Activant Solutions, Inc. 9.500 05/01/16 150,000 150,000 118,500
ALH Fin LLC / ALH Fin Corporation 8.500 01/15/13 870,000 839,213 796,050
Appleton Papers, Inc. 8.125 06/15/11 300,000 300,000 283,500
Aramark Corporation (C) 6.373 02/01/15 200,000 200,000 187,000
Aramark Corporation 8.500 02/01/15 500,000 502,500 490,000
Atlas Pipeline Partners 8.125 12/15/15 200,000 200,000 196,500
Bally Total Fitness Holdings Corporation (F) 14.000 10/01/13 90,000 73,350 18,000
Basic Energy Services 7.125 04/15/16 225,000 225,000 218,810
Berry Plastics Corporation (C) 7.463 02/15/15 500,000 471,851 478,750
Boyd Gaming Corporation 7.125 02/01/16 1,300,000 1,066,500 958,750
Brigham Exploration Co. 9.625 05/01/14 1,200,000 1,167,903 1,176,000
Bristow Group, Inc. 7.500 09/15/17 650,000 661,093 651,625
CCH I Holdings LLC 11.125 01/15/14 550,000 351,438 313,500
Cablevision Systems Corporation (C) 7.133 04/01/09 300,000 300,000 300,000
Cablevision Systems Corporation 8.000 04/15/12 1,000,000 1,010,275 945,000
Cenveo Corporation 7.875 12/01/13 1,300,000 1,192,500 1,085,500
Chaparral Energy, Inc. 8.875 02/01/17 1,500,000 1,491,780 1,301,250
Cincinnati Bell, Inc. 8.375 01/15/14 1,100,000 1,007,500 1,064,250
Clayton Williams Energy, Inc. 7.750 08/01/13 1,200,000 1,179,000 1,152,000
Community Health Systems, Inc. 8.875 07/15/15 1,200,000 1,169,415 1,207,500
Delta Petroleum Corporation 7.000 04/01/15 750,000 661,875 641,250
Dynegy Holdings, Inc. 6.875 04/01/11 500,000 422,500 494,375
Dynegy Holdings, Inc. 7.500 06/01/15 500,000 446,548 461,250
Dynegy Holdings, Inc. 8.375 05/01/16 330,000 330,000 320,100
Edison Mission Energy 7.750 06/15/16 55,000 55,000 54,725
Esterline Technologies 7.750 06/15/13 200,000 200,000 201,000
Ford Motor Credit Co. 7.375 10/28/09 1,250,000 1,246,875 1,138,474
Gencorp, Inc. 9.500 08/15/13 259,000 259,000 255,115
General Motors Acceptance Corporation 7.750 01/19/10 1,250,000 1,272,972 1,068,914
Goodyear Tire & Rubber Co. 7.857 08/15/11 1,400,000 1,342,750 1,391,250
Graham Packaging Corporation 8.500 10/15/12 280,000 268,800 265,300
Great Lakes Dredge & Dock Corporation 7.750 12/15/13 1,000,000 948,750 947,500
H C A, Inc. 9.250 11/15/16 1,475,000 1,517,700 1,519,250
Hawker Beechcraft Acquisition Co. 9.750 04/01/17 1,600,000 1,628,766 1,600,000
Hughes Network Systems 9.500 04/15/14 1,575,000 1,603,189 1,592,719
Inergy LP 8.250 03/01/16 470,000 481,787 462,950
---------------------------------------------------------------------------------------------------------------------------------
26
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
INTEREST DUE PRINCIPAL MARKET
CORPORATE PUBLIC SECURITIES:(A)(CONTINUED) RATE DATE AMOUNT COST VALUE
------ -------- ------------ ------------ ------------
Intelsat Bermuda Ltd. 9.250% 06/15/16 $ 1,365,000 $ 1,415,018 $ 1,375,238
Interline Brands, Inc. 8.125 06/15/14 1,300,000 1,291,107 1,254,500
Interpublic Group of Companies 5.400 11/15/09 500,000 487,500 486,250
Kansas City Southern Railway 8.000 06/01/15 100,000 100,000 101,250
Kar Holdings, Inc. 8.750 05/01/14 50,000 50,000 43,500
Kar Holdings, Inc. 10.000 05/01/15 1,000,000 926,448 840,000
Koppers, Inc. 9.875 10/15/13 477,000 477,000 500,850
L-3 Communications Holdings, Inc. 6.125 07/15/13 1,000,000 995,000 945,000
Leucadia National Corporation 7.000 08/15/13 1,000,000 1,008,492 970,000
Liberty Media Corporation 5.700 05/15/13 1,000,000 951,610 896,175
Majestic Star Casino LLC 9.500 10/15/10 500,000 500,000 415,000
Manitowoc Company, Inc. 7.125 11/01/13 200,000 200,000 190,000
Mariner Energy, Inc. 8.000 05/15/17 1,100,000 1,097,588 1,064,250
Markwest Energy Operating Co. 6.875 11/01/14 950,000 930,563 895,375
Mediacom Broadband LLC 8.500 10/15/15 1,500,000 1,517,042 1,340,625
N R G Energy, Inc. 7.375 02/01/16 175,000 175,000 164,719
N T L Cable PLC 9.125 08/15/16 1,380,000 1,415,697 1,293,750
Neiman Marcus Group, Inc. 10.375 10/15/15 1,000,000 1,011,661 1,000,000
Newark Group, Inc. 9.750 03/15/14 850,000 796,863 569,500
North American Energy Partners 8.750 12/01/11 1,165,000 1,174,764 1,176,650
O E D Corp./Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 910,000
Petrohawk Energy Corporation 9.125 07/15/13 1,500,000 1,521,691 1,537,500
Pliant Corporation 11.125 09/01/09 550,000 539,000 464,750
Pliant Corporation (C) 11.850 06/15/09 1,049,329 1,059,598 1,054,576
Polypore, Inc. 8.750 05/15/12 1,960,000 1,893,800 1,950,200
Pregis Corporation 12.375 10/15/13 1,000,000 981,490 967,500
Quality Distribution, Inc. (C) 7.213 01/15/12 545,000 546,890 327,000
Quebecor Media, Inc. 7.750 03/15/16 1,375,000 1,281,423 1,278,750
Range Resources Corporation 7.250 05/01/18 50,000 50,000 49,625
RBS Global & Rexnord Corporation 11.750 08/01/16 275,000 284,309 264,000
Rental Service Corporation 9.500 12/01/14 1,500,000 1,489,029 1,252,500
Scholastic Corporation 5.000 04/15/13 1,500,000 1,278,750 1,250,609
Seneca Gaming Corporation 7.250 05/01/12 500,000 477,500 468,750
Shaw Communications, Inc. 7.250 04/06/11 400,000 414,031 404,000
Sheridan Acquisition Corporation 10.250 08/15/11 375,000 370,001 345,000
Stanadyne Corporation 10.000 08/15/14 1,500,000 1,500,000 1,455,000
Steel Dynamics, Inc. 6.750 04/01/15 700,000 695,000 670,250
Stewart & Stevenson LLC 10.000 07/15/14 1,500,000 1,535,385 1,481,250
---------------------------------------------------------------------------------------------------------------------------------
27
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
INTEREST DUE PRINCIPAL MARKET
CORPORATE PUBLIC SECURITIES:(A)(CONTINUED) RATE DATE AMOUNT COST VALUE
------ -------- ------------ ------------ ------------
Stratos Global 9.875% 02/15/13 $ 575,000 $ 578,037 $ 608,063
Tekni-Plex, Inc. 8.750 11/15/13 650,000 654,947 542,750
Tenneco, Inc. 8.625 11/15/14 1,000,000 1,002,253 882,500
Texas Industries, Inc. 7.250 07/15/13 70,000 70,000 69,650
Time Warner Telecom Holdings 9.250 02/15/14 1,000,000 1,009,636 1,022,500
Titan International, Inc. 8.000 01/15/12 1,070,000 1,062,100 1,048,600
Transdigm, Inc. 7.750 07/15/14 500,000 503,725 493,750
Trimas Corporation 9.875 06/15/12 1,073,000 982,375 946,923
Tube City IMS Corporation 9.750 02/01/15 1,500,000 1,486,491 1,383,750
United Components, Inc. 9.375 06/15/13 1,080,000 1,080,873 1,009,800
United Rentals, Inc. 7.750 11/15/13 625,000 625,000 500,000
United Rentals, Inc. 7.000 02/15/14 500,000 500,000 387,500
Vought Aircraft Industries 8.000 07/15/11 1,650,000 1,618,101 1,534,500
Warner Music Group Corporation 7.375 04/15/14 275,000 275,000 228,594
Waste Services, Inc. 9.500 04/15/14 1,100,000 1,120,433 1,111,000
------------ ------------
TOTAL BONDS 73,562,187 70,082,279
------------ ------------
COMMON STOCK - 2.04%
Chase Packaging Corporation (B) 9,541 -- 1,717
Comcast Corporation 33,200 613,868 629,804
Directed Electronics, Inc. (B) 368,560 1,856,534 626,552
EnerNOC, Inc. (B) 46,500 1,283,262 834,675
ITC^DeltaCom, Inc. (B) 178,666 1,563,328 535,998
Intrepid Potash, Inc. (B) 365 11,680 24,010
PepsiAmericas, Inc. 92,145 2,006,365 1,822,628
Supreme Industries, Inc. 115,721 267,323 563,561
------------ ------------
TOTAL COMMON STOCK 7,602,360 5,038,945
------------ ------------
CONVERTIBLE BONDS - 0.18%
Citadel Broadcasting Corporation 4.000% 02/15/11 583,000 452,554 448,181
------------ ------------
TOTAL CONVERTIBLE BONDS 452,554 448,181
------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 81,617,101 $ 75,569,405
------------ ------------
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28
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
INTEREST DUE PRINCIPAL MARKET
SHORT-TERM SECURITIES: RATE/YIELD DATE AMOUNT COST VALUE
---------- -------- ------------ ------------ ------------
COMMERCIAL PAPER - 6.91%
Alcoa, Inc. 2.701% 07/21/08 $ 4,920,000 $ 4,912,073 $ 4,912,073
Bank of Scotland PLC 2.602 07/08/08 850,000 849,570 849,570
Duke Energy Carolinas LLC 2.852 07/01/08 4,873,000 4,873,000 4,873,000
International Lease Finance Corporation 2.852 07/05/08 2,036,000 2,035,839 2,035,839
P P G Industries, Inc. 2.902 07/03/08 2,000,000 1,999,678 1,999,678
Textron Financial Corporation 2.904 07/14/08 2,394,000 2,391,493 2,391,493
------------ ------------
TOTAL SHORT-TERM SECURITIES $ 17,061,653 $ 17,061,653
------------ ------------
TOTAL INVESTMENTS 109.56% $285,215,229 $270,535,205
============ ============
Other Assets 3.16 7,790,489
Liabilities (12.72) (31,401,050)
------ ------------
TOTAL NET ASSETS 100.00% $246,924,644
====== ============
(A) In each of the convertible note, warrant, convertible preferred and common stock investments, the issuer has agreed to provide
certain registration rights.
(B) Non-income producing security.
(C) Variable rate security; rate indicated is as of 06/30/08.
(D) Defaulted security; interest not accrued.
(E) Illiquid securities. At June 30, 2008, the value of these securities amounted to $167,491,096 or 67.83% of net assets.
(F) Security valued at fair value using methods determined in good faith by or under the direction of the Board of Trustees.
* Effective yield at purchase
PIK - Payment-in-kind
---------------------------------------------------------------------------------------------------------------------------------
29
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
Fair Value/ Fair Value/
Industry Classification Market Value Industry Classification Market Value
------------ ------------
AEROSPACE - 3.77% BROADCASTING & ENTERTAINMENT - 3.54%
Esterline Technologies $ 201,000 CCH I Holdings LLC $ 313,500
Gencorp, Inc. 255,115 Cablevision Systems Corporation 1,245,000
Hughes Network Systems 1,592,719 Cenveo Corporation 1,184,250
L-3 Communications Holdings, Inc. 945,000 Charter Communications Op LLC 756,000
P A S Holdco LLC 2,754,404 Citadel Broadcasting Corporation 448,181
Transdigm, Inc. 493,750 Comcast Corporation 629,804
Visioneering, Inc. 1,525,105 Interpublic Group of Companies 486,250
Vought Aircraft Industries 1,534,500 Liberty Media Corporation 896,175
------------ Mediacom Broadband LLC 1,340,625
9,301,593 Shaw Communications, Inc. 404,000
------------ Workplace Media Holding Co. 1,043,266
AUTOMOBILE - 7.89% ------------
American Tire Distributor 915,000 8,747,051
Ford Motor Credit Co. 1,138,474 ------------
Fuel Systems Holding Corporation 1,768,984 BUILDINGS & REAL ESTATE - 1.07%
General Motors Acceptance Corporation 1,068,914 K W P I Holdings Corporation 2,372,013
Goodyear Tire & Rubber Co. 1,391,250 Texas Industries, Inc. 69,650
Jason, Inc. 1,366,104 TruStile Doors, Inc. 191,255
Nyloncraft, Inc. 1,896,875 ------------
Ontario Drive & Gear Ltd. 1,259,911 2,632,918
Qualis Automotive LLC 2,405,762 ------------
Tenneco, Inc. 973,000 CHEMICAL, PLASTICS & RUBBER - 0.44%
Titan International, Inc. 1,048,600 Capital Specialty Plastics, Inc. 558,932
Transtar Holding Company 3,240,403 Koppers, Inc. 500,850
United Components, Inc. 1,009,800 Intrepid Potash, Inc. 24,010
------------ ------------
19,483,077 1,083,792
------------ ------------
BEVERAGE, DRUG & FOOD - 2.69% CONSUMER PRODUCTS - 8.16%
Aramark Corporation 677,000 Aero Holdings, Inc. 3,048,122
Golden County Foods Holding, Inc. 1,991,758 ALH Fin LLC/ALH Fin Corporation 796,050
PepsiAmericas, Inc. 1,822,628 Bravo Sports Holding Corporation 2,665,303
Specialty Foods Group, Inc. -- G F S I, Inc. 712,500
Vitality Foodservice, Inc. 2,128,285 K N B Holdings Corporation 2,663,688
------------ Kar Holdings, Inc. 883,500
6,619,671 Momentum Holding Co. 1,583,471
------------ R A J Manufacturing Holdings LLC 2,510,307
Royal Baths Manufacturing Company 1,130,618
The Tranzonic Companies 4,154,883
Walls Industries, Inc. 10,196
------------
20,158,638
------------
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30
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED) MassMutual Corporate Investors
June 30, 2008
(UNAUDITED)
Fair Value/ Fair Value/
Industry Classification:(Continued) Market Value Industry Classification Market Value
------------ ------------
CONTAINERS, PACKAGING & GLASS - 5.39% DIVERSIFIED/CONGLOMERATE, SERVICE - 5.76%
Berry Plastics Corporation (C) $ 478,750 Advanced Technologies Holdings $ 2,501,869
Chase Packaging Corporation 1,717 CapeSuccess LLC --
Flutes, Inc. 1,390,691 Diversco, Inc./DHI Holdings, Inc. 1,503,115
Graham Packaging Corporation 265,300 Dwyer Group, Inc. 1,432,118
Maverick Acquisition Company 761,572 Fowler Holding, Inc. 2,275,189
P I I Holding Corporation 2,798,385 GQ Holdings LLC 2,541,360
Packaging Dynamics Corporation of America 798,000 Insurance Claims Management, Inc. 102,672
Paradigm Packaging, Inc. 2,061,431 Interline Brands, Inc. 1,254,500
Pliant Corporation 1,519,326 Mail Communications Group, Inc. 1,337,278
Pregis Corporation 967,500 Moss, Inc. 1,233,937
Tekni-Plex, Inc. 542,750 Videotron, Ltd. 42,100
Vitex Packaging Group, Inc. 1,721,250 ------------
------------ 14,224,138
13,306,672 ------------
------------ ELECTRONICS - 1.12%
DISTRIBUTION - 0.66% Connecticut Electric, Inc. 2,146,578
Duncan Systems, Inc. 1,637,788 Directed Electronics, Inc. 626,552
QualServ Corporation -- ------------
------------ 2,773,130
1,637,788 ------------
------------ FARMING & AGRICULTURE - 1.01%
DIVERSIFIED/CONGLOMERATE, Protein Genetics, Inc. --
MANUFACTURING - 7.17% Waggin' Train Holdings LLC 2,484,222
A H C Holding Company, Inc. 2,496,654 ------------
Activant Solutions, Inc. 118,500 2,484,222
Arrow Tru-Line Holdings, Inc. 1,646,586 ------------
Douglas Dynamics LLC 866,075 FINANCIAL SERVICES - 2.70%
Evans Consoles, Inc. 925,965 A W X Holdings Corporation 1,561,815
Great Lakes Dredge & Dock Corporation 947,500 Hawker Beechcraft Acquisition Co. 1,600,000
Nortek, Inc. 166,250 Highgate Capital LLC --
Polypore, Inc. 1,950,200 Leucadia National Corporation 970,000
Postle Aluminum Company LLC 2,440,783 Nesco Holdings Corp. 2,537,929
Radiac Abrasives, Inc. 2,855,000 Victory Ventures LLC --
RBS Global & Rexnord Corporation 264,000 ------------
Trimas Corporation 946,923 6,669,744
Truck Bodies & Equipment International 2,078,587 ------------
------------ HEALTHCARE, EDUCATION & CHILDCARE - 4.54%
17,703,023 A T I Acquisition Company 2,539,953
------------ American Hospice Management Holding LLC 3,370,981
Community Health Systems, Inc. 1,207,500
F H S Holdings LLC 2,578,572
H C A, Inc. 1,519,250
Touchstone Health Partnership --
------------
11,216,256
------------
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31
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
Fair Value/ Fair Value/
Industry Classification:(Continued) Market Value Industry Classification Market Value
------------ ------------
HOME & OFFICE FURNISHINGS, HOUSEWARES, MACHINERY - 9.90%
AND DURABLE CONSUMER PRODUCTS - 8.59% Davis-Standard LLC $ 3,358,633
Connor Sport Court International, Inc. $ 1,000,568 E S P Holdco, Inc. 2,488,964
H M Holding Company -- Integration Technology Systems, Inc. --
Home Decor Holding Company 2,265,845 K-Tek Holdings Corporation 2,477,475
Justrite Manufacturing Acquisition Co. 1,840,827 Manitowoc Company, Inc. 190,000
K H O F Holdings, Inc. 2,536,936 Morton Industrial Group, Inc. 2,212,164
Monessen Holding Corporation 2,295,000 Navis Global 1,177,704
Stanton Carpet Holding Co. 2,817,245 NetShape Technologies, Inc. 1,791,028
Transpac Holdings Company 1,924,473 Pacific Consolidated Holdings LLC 1,217,434
U M A Enterprises, Inc. 2,493,965 Power Services Holding Company 2,492,783
U-Line Corporation 2,202,362 R E I Delaware Holding, Inc. 2,506,858
Wellborn Forest Holding Co. 1,830,616 Safety Speed Cut Manufacturing Company, Inc. 1,037,897
------------ Stanadyne Corporation 1,455,000
21,207,837 Stewart & Stevenson LLC 1,481,250
------------ Supreme Industries, Inc. 563,561
LEISURE, AMUSEMENT, ENTERTAINMENT - 3.69% ------------
A M C Entertainment, Inc. 1,301,850 24,450,751
Bally Total Fitness Holding Corporation 18,000 ------------
Boyd Gaming Corporation 958,750 MEDICAL DEVICES/BIOTECH - 2.40%
Electra Bicycle Company LLC 1,378,626 Coeur, Inc. 1,178,212
Majestic Star Casino LLC 415,000 E X C Acquisition Corporation 184,908
O E D Corp/Diamond Jo Company Guarantee 910,000 ETEX Corporation --
Savage Sports Holding, Inc. 2,381,417 MicroGroup, Inc. 3,411,394
Seneca Gaming Corporation 468,750 OakRiver Technology, Inc. 1,151,849
Tunica-Biloxi Gaming Authority 1,042,750 TherOX, Inc. --
Warner Music Group Corporation 228,594 ------------
------------ 5,926,363
9,103,737 ------------
------------ MINING, STEEL, IRON & NON PRECIOUS
METALS - 1.87%
Ryerson, Inc. 64,513
Steel Dynamics, Inc. 670,250
T H I Acquisition, Inc. 2,504,587
Tube City IMS Corporation 1,383,750
------------
4,623,100
------------
NATURAL RESOURCES - 0.72%
Appleton Papers, Inc. 283,500
Rock-Tenn Co. 1,139,500
SandRidge Energy, Inc. 361,800
------------
1,784,800
------------
----------------------------------------------------------------------------------------------------------------------------------
32
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONTINUED)
June 30, 2008
(UNAUDITED)
Fair Value/ Fair Value/
Industry Classification:(Continued) Market Value Industry Classification Market Value
------------ ------------
OIL & GAS - 3.71% TELECOMMUNICATIONS - 2.39%
Atlas Pipeline Partners $ 196,500 Cincinnati Bell, Inc. $ 1,064,250
Basic Energy Services 218,810 Intelsat Bermuda Ltd. 1,375,238
Brigham Exploration Co. 1,176,000 ITC^DeltaCom, Inc. 535,998
Bristow Group, Inc. 651,625 N T L Cable PLC 1,293,750
Chaparral Energy, Inc. 1,301,250 Stratos Global 608,063
Clayton Williams Energy, Inc. 1,152,000 Time Warner Telecom Holdings 1,022,500
Delta Petroleum Corporation 641,250 ------------
Mariner Energy, Inc. 1,064,250 5,899,799
North American Energy Partners 1,176,650 ------------
Range Resources Corporation 49,625 TRANSPORTATION - 1.79%
Total E & S, Inc. 1,542,603 NABCO, Inc. 356,109
------------ Kansas City Southern Railway 101,250
9,170,563 Quality Distribution, Inc. 327,000
------------ Tangent Rail Corporation 3,643,062
PHARMACEUTICALS - 1.27% ------------
CorePharma LLC 2,620,909 4,427,421
Enzymatic Therapy, Inc. 518,414 ------------
------------ UTILITIES - 2.64%
3,139,323 Dynegy Holdings, Inc. 1,275,725
------------ Edison Mission Energy 54,725
PUBLISHING/PRINTING - 1.40% Inergy LP 462,950
Newark Group, Inc. 569,500 Intergen NV 776,250
Quebecor Media, Inc. 1,278,750 Markwest Energy Operating Co. 1,023,188
Scholastic Corporation 1,250,609 N R G Energy, Inc. 164,719
Sheridan Acquisition Corporation 345,000 Petrohawk Energy Corporation 1,537,500
------------ TXU Energy Company LLC 1,225,000
3,443,859 ------------
------------ 6,520,057
RETAIL STORES - 1.51% ------------
Neiman Marcus Group, Inc. 1,000,000 WASTE MANAGEMENT / POLLUTION - 2.89%
Olympic Sales, Inc. 598,082 Terra Renewal Services, Inc. 3,429,227
Rental Service Corporation 1,252,500 Torrent Group Holdings, Inc. 2,591,970
United Rentals, Inc. 887,500 Waste Services, Inc. 1,111,000
------------ ------------
3,738,082 7,132,197
------------ ------------
TECHNOLOGY - 1.97% Total Corporate Restricted and
Compucom Systems, Inc. 1,230,250 Public Securities - 102.65% $253,473,552
EnerNOC, Inc. 834,675 ============
Smart Source Holdings LLC 2,799,025
------------
4,863,950
------------
See notes to Consolidated Financial Statements
----------------------------------------------------------------------------------------------------------------------------------
33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. HISTORY
MassMutual Corporate Investors (the "Trust") commenced operations in 1971 as
a Delaware corporation. Pursuant to an Agreement and Plan of Reorganization
dated November 14, 1985, approved by shareholders, the Trust was reorganized
as a Massachusetts business trust under the laws of the Commonwealth of
Massachusetts, effective November 28, 1985.
The Trust is a closed-end management investment company. Babson Capital
Management LLC ("Babson Capital"), a wholly-owned indirect subsidiary of
Massachusetts Mutual Life Insurance Company ("MassMutual"), acts as its
investment adviser. The Trust's investment objective is to maintain a
portfolio of securities providing a fixed yield and at the same time offering
an opportunity for capital gains. The Trust's principal investments are
privately placed, below-investment grade, long-term debt obligations with
equity features such as common stock, warrants, conversion rights, or other
equity features and, occasionally, preferred stocks. The Trust typically
purchases these investments, which are not publicly tradable, directly from
their issuers in private placement transactions. These investments are
typically mezzanine debt instruments with accompanying private equity
securities made to small or middle market companies. In addition, the Trust
may temporarily invest, subject to certain limitations, in marketable
investment grade debt securities, other marketable debt securities (including
high yield securities) and marketable common stocks. Below investment grade
or high yield securities have predominantly speculative characteristics with
respect to the capacity of the issuer to pay interest and repay capital.
On January 27,1998, the Board of Trustees authorized the formation of a
wholly-owned subsidiary of the Trust ("MMCI Subsidiary Trust") for the
purpose of holding certain investments. The results of MMCI Subsidiary Trust
have been included in the accompanying financial statements. Footnote 2.D
below discusses the federal tax consequences of the MMCI Subsidiary Trust.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Trust in the preparation of its consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America.
A. VALUATION OF INVESTMENTS:
Valuation of a security in the Trust's portfolio is made on the basis of
market price whenever market quotations are readily available and all
securities of the same class held by the Trust can be readily sold in such
market.
Nearly all securities which are acquired by the Trust directly from the
issuers and shares into which such securities may be converted or which may
be purchased on the exercise of warrants attached to such securities will be
subject to legal or contractual delays in, or restrictions on, resale and
will therefore be "restricted securities." Generally speaking, as contrasted
with open-market sales of unrestricted securities which may be effected
immediately if the market is adequate, restricted securities can be sold only
in a public offering for which a registration statement is in effect under
the Securities Act of 1933, as amended (the "1933 Act"), or pursuant to a
transaction that is exempt from registration under the 1933 Act.
The value of restricted securities, and of any other assets for which there
are no reliable market quotations, is the fair value as determined in good
faith by the Trust's Board of Trustees (the "Trustees"). Each restricted
security is valued by the Trustees at the time of its acquisition and at
least quarterly thereafter. The Trustees have established guidelines to aid
in the valuation of each security. Generally, restricted securities are
initially valued at cost or less at the time of acquisition by the Trust.
Values greater or less than cost are used thereafter for restricted
securities in appropriate circumstances. Among the factors ordinarily
considered are the existence of restrictions upon the sale of a security held
by the Trust; an estimate of the existence and extent of a market for the
security; the extent of any discount at which the security was acquired; the
estimated period of time during which the security will not be freely
marketable; the estimated expenses of registering or otherwise qualifying the
security for public sale; estimated underwriting commissions if underwriting
would be required to effect a sale; in the case of a convertible security,
whether or not it would trade on the basis of its stock equivalent; in the
case of a debt obligation which would trade independently of any equity
equivalent, the current yields on comparable securities; the estimated amount
of the floating supply of such securities available for purchase; the
proportion of the issue held by the Trust; changes in the financial condition
and prospects of the issuer; the existence of merger proposals or tender
offers affecting the issuer; and any other factors affecting fair value, all
in accordance with the Investment Company Act of 1940, as amended (the "1940
Act"). In making valuations, opinions of counsel may be relied upon as to
whether or not securities are restricted securities and as to the legal
requirements for public sale.
When market quotations are readily available for unrestricted securities of
an issuer, restricted securities of the same class are generally valued at a
discount from the market price of such unrestricted securities. The Trustees,
however, consider all factors in fixing any discount, including the filing of
a registration statement for such securities under the 1933 Act and any other
developments which are likely to increase the probability that the securities
may be publicly sold by the Trust without restriction.
The Trustees meet at least once each quarter to approve the value of the
Trust's portfolio securities as of the close of business on the last business
day of the preceding quarter. This valuation requires the approval of a
majority of the Trustees of the Trust,
--------------------------------------------------------------------------------
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MassMutual Corporate Investors
(CONTINUED)
(UNAUDITED)
including a majority of the Trustees who are not interested persons of the
Trust or of Babson Capital. In making valuations, the Trustees will consider
reports by Babson Capital analyzing each portfolio security in accordance
with the relevant factors referred to above. Babson Capital has agreed to
provide such reports to the Trust at least quarterly.
The consolidated financial statements include private placement restricted
securities valued at $167,491,096 (67.83% of net assets) as of June 30, 2008
whose values have been estimated by the Trustees in the absence of readily
ascertainable market values. Due to the inherent uncertainty of valuation,
those estimated values may differ significantly from the values that would
have been used had a ready market for the securities existed, and the
differences could be material.
The values for Rule 144A restricted securities and corporate public
securities are stated at the last reported sales price or at prices based
upon quotations obtained from brokers and dealers as of June 30, 2008,
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.
B. ACCOUNTING FOR INVESTMENTS:
Investment transactions are accounted for on the trade date. Dividend income
is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis, including the amortization of premiums and accretion of
discounts on bonds held using the yield-to-maturity method. The Trust does
not accrue income when payment is delinquent and when management believes
payment is questionable.
Realized gains and losses on investment transactions and unrealized
appreciation and depreciation of investments are reported for financial
statement and federal income tax purposes on the identified cost method.
C. USE OF ESTIMATES:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
D. FEDERAL INCOME TAXES:
The Trust has elected to be taxed as a "regulated investment company" under
the Internal Revenue Code, and intends to maintain this qualification and to
distribute substantially all of its net taxable income to its shareholders.
In any year when net long-term capital gains are realized by the Trust,
management, after evaluating the prevailing economic conditions, will
recommend that the Trustees either designate the net realized long-term gains
as undistributed and pay the federal capital gains taxes thereon or
distribute all or a portion of such net gains.
The Trust is taxed as a regulated investment company and is therefore limited
as to the amount of non-qualified income that it may receive as the result of
operating a trade or business, e.g. the Trust's pro rata share of income
allocable to the Trust by a partnership operating company. The Trust's
violation of this limitation could result in the loss of its status as a
regulated investment company, thereby subjecting all of its net income and
capital gains to corporate taxes prior to distribution to its shareholders.
The Trust, from time-to-time, identifies investment opportunities in the
securities of entities that could cause such trade or business income to be
allocable to the Trust. The MMCI Subsidiary Trust (described in Footnote 1,
above) was formed in order to allow investment in such securities without
adversely affecting the Trust's status as a regulated investment company.
The MMCI Subsidiary Trust is not taxed as a regulated investment company.
Accordingly, prior to the Trust's receiving any distributions from the MMCI
Subsidiary Trust, all of the MMCI Subsidiary Trust's taxable income and
realized gains, including non-qualified income and realized gains, is subject
to taxation at prevailing corporate tax rates. For the six months ended June
30, 2008, the MMCI Subsidiary Trust has not accrued any income tax expense.
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, Accounting for Uncertainty in Income Taxes -- An
interpretation of FASB Statement No. 109 ("FIN 48"). Management has analyzed
the Trust's tax positions taken on federal income tax returns for all open
tax years and has concluded that as of June 30, 2008, no provision for income
tax would be required in the Trust's financial statements. The Trust's
federal and state income and federal excise tax returns for tax years for
which the applicable statutes of limitations have not expired are subject to
examination by the Internal Revenue Service and state departments of revenue.
E. DISTRIBUTIONS TO SHAREHOLDERS:
The Trust records distributions to shareholders from net investment income
and net realized gains, if any, on the ex-dividend date. The Trust's net
investment income dividend is declared four times per year, in April, July,
October, and December. The Trust's net realized capital gain distribution, if
any, is declared in December.
F. EXPENSE REDUCTION:
Citibank, N.A. ("Citibank") serves as custodian to the Trust. Pursuant to the
custodian agreement, Citibank receives a fee reduced by credits on cash
balances the Trust maintains with Citibank. All credit balances, if any, used
to reduce the
--------------------------------------------------------------------------------
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Trust's custodian fees are reported as fees paid indirectly on the Statement
of Operations. For the six months ended June 30, 2008, there were no credit
balances used to reduce custodian fees.
3. INVESTMENT SERVICES CONTRACT
A. SERVICES:
Under an Investment Services Contract (the "Contract") with the Trust, Babson
Capital agrees to use its best efforts to present to the Trust a continuing
and suitable investment program consistent with the investment objectives and
policies of the Trust. Babson Capital represents the Trust in any
negotiations with issuers, investment banking firms, securities brokers or
dealers and other institutions or investors relating to the Trust's
investments. Under the Contract, Babson Capital also provides administration
of the day-to-day operations of the Trust and provides the Trust with office
space and office equipment, accounting and bookkeeping services, and
necessary executive, clerical and secretarial personnel for the performance
of the foregoing services.
B. FEE:
For its services under the Contract, Babson Capital is paid a quarterly
investment advisory fee of 0.3125% of the net asset value of the Trust as of
the last business day of each fiscal quarter, which is approximately equal to
1.25% annually. A majority of the Trustees, including a majority of the
Trustees who are not interested persons of the Trust or of Babson Capital,
approve the valuation of the Trust's net assets as of such day.
C. BASIS FOR BOARD RENEWAL OF CONTRACT:
At a meeting of the Board of Trustees held on April 25, 2008, the Trustees
(including a majority of the Trustees who are not "interested persons" of the
Trust or Babson Capital) unanimously approved a one year continuance of the
Contract.
Prior to the meeting, the Trustees requested and received from Ropes & Gray
LLP, counsel to the Trust, a memorandum describing the Board of Trustees'
legal responsibilities in connection with its review and reapproval of the
Contract. The Trustees also requested and received from Babson Capital
extensive written and oral information regarding, among other matters: the
principal terms of the Contract; the reasons why Babson Capital was proposing
the continuance of the Contract; Babson Capital and its personnel; the
Trust's investment performance, including comparative performance
information; the nature and quality of the services provided by Babson
Capital to the Trust; financial strength of Babson Capital; the fee
arrangement between Babson Capital and the Trust; fee and expense
information, including comparative fee and expense information; profitability
of the advisory arrangement to Babson Capital; and "fallout" benefits to
Babson Capital resulting from the Contract.
Among other things, the Trustees discussed and considered with management (i)
the aforementioned guidance provided by Ropes & Gray LLP and the information
provided by Babson Capital prior to the meeting and (ii) the reasons Babson
Capital put forth in support of the continuance of the Contract. These
considerations are summarized below.
NATURE, EXTENT AND QUALITY OF SERVICES TO BE PROVIDED BY BABSON CAPITAL TO
THE TRUST
In evaluating the scope and quality of the services provided by Babson
Capital to the Trust, the Trustees considered, among other factors: (i) the
scope of services required to be provided by Babson Capital to the Trust
under the Contract; (ii) Babson Capital's ability to find and negotiate
private placement securities having equity features that are consistent with
the stated investment objectives of the Trust; (iii) the experience and
quality of Babson Capital's staff; (iv) the strength of Babson Capital's
financial condition; (v) the nature of the private placement market compared
to public markets (including the fact that finding, analyzing, negotiating
and servicing private placement securities is more labor-intensive than
buying and selling public securities and the administration of private
placement securities is more extensive, expensive, and requires greater time
and expertise than a portfolio of only public securities); (vi) the potential
advantages afforded to the Trust by its ability to co-invest in negotiated
private placements with MassMutual and its affiliates; and (vii) the
expansion of the scope of services provided by Babson Capital as a result of
recent regulatory and legislative initiatives that have required increased
legal, compliance and business attention and diligence. Based on such
considerations, the Board of Trustees concluded that, overall, it is
satisfied with the nature, extent and quality of services provided by Babson
Capital, and are expected to be provided in the future, under the renewed
Contract.
INVESTMENT PERFORMANCE
The Board also examined the Trust's short-term, intermediateterm, and
long-term performance as compared against various benchmark indices presented
at the meeting. In addition, the Trustees considered comparisons of the
Trust's performance with the performance of (i) selected closed-end
investment companies and funds that may invest in private placement
securities and/or bank loans; (ii) selected business development companies
with comparable types of investments; and (iii) investment companies included
in the Lipper closed-end bond universe. It was acknowledged that, while such
comparisons are helpful in judging performance, they are not directly
comparable in terms of types of investments due to the fact that business
development companies often report returns based on market value, which is
affected by factors other than the performance of the underlying portfolio
investments. Based on these considerations and the detailed performance
information provided to the Trustees at the regular Board meetings each
--------------------------------------------------------------------------------
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MassMutual Corporate Investors
(CONTINUED)
(UNAUDITED)
quarter, the Trustees concluded that the Trust's absolute and relative
performance over time have been sufficient to warrant renewal of the
Contract.
ADVISORY FEE/COST OF SERVICES PROVIDED AND PROFITABILITY/MANAGER'S "FALL-OUT"
BENEFITS
In connection with the Trustees' consideration of the advisory fee paid by
the Trust to Babson Capital under the Contract, Babson Capital noted that it
was unaware of any registered closed-end investment companies that are
directly comparable to the Trust in terms of the types of investments and
percentages invested in private placement securities (which require more
extensive advisory and administrative services than a portfolio of publicly
traded securities, as previously discussed) other than MassMutual
Participation Investors ("MMPI"), which also is advised by Babson Capital.
Under the terms of MMPI's Investment Advisory and Administrative Services
Contract with Babson Capital, MMPI is charged a quarterly investment advisory
fee of 0.225% of net asset value as of the end of each quarter, which is
approximately equal to .90% annually. In considering the fee rate provided in
the Contract, the Trustees also noted the higher fees charged by Babson
Capital to Tower Square Capital Partners, L.P. and Tower Square Capital
Partners II, L.P., both private mezzanine funds also managed by Babson
Capital.
At the request of the Trustees, Babson Capital provided information
concerning the profitability of Babson Capital's advisory relationship with
the Trust. The Trustees also considered the non-economic benefits Babson
Capital and its affiliates derived from its relationship with the Trust,
including the reputational benefits derived from having the Trust listed on
the New York Stock Exchange, and the de minimis amount of commissions
resulting from the Trust's portfolio transactions used by Babson Capital for
third-party soft dollar arrangements. The Trustees recognized that Babson
Capital should be entitled to earn a reasonable level of profit for services
provided to the Trust and, based on their review, concluded that they were
satisfied that Babson Capital's historical level of profitability from its
relationship with the Trust was not excessive and that the advisory fee
structure under the Contract is reasonable.
ECONOMIES OF SCALE
Finally, the Trustees considered the concept of economies of scale and
possible advisory fee reductions if the Trust were to grow in assets. Given
that the Trust is not continuously offering shares, such growth comes
principally from retained net realized gain on investments and dividend
reinvestment. The Trustees also examined the breakpoint features of selected
competitive funds. The Trustees concluded that the absence of breakpoints in
the fee schedule under the Contract was currently acceptable given the
Trust's current size and closed-end fund structure.
4. SENIOR SECURED INDEBTEDNESS
A. NOTE PAYABLE:
MassMutual holds the Trust's $30,000,000 Senior Fixed Rate Convertible Note
(the "Note") issued by the Trust on November 15, 2007. The Note, is due
November 15, 2017 and accrues interest at 5.28% per annum. MassMutual, at its
option, can convert the principal amount of the Note into common shares. The
dollar amount of principal would be converted into an equivalent dollar
amount of common shares based upon the average price of the common shares for
ten business days prior to the notice of conversion. For the six months ended
June 30, 2008, the Trust incurred total interest expense on the Note of
$792,000.
The Trust may redeem the Note, in whole or in part, at the principal amount
proposed to be redeemed together with the accrued and unpaid interest thereon
through the redemption date plus 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 Note proposed to be redeemed.
B. REVOLVING CREDIT AGREEMENT:
The Trust's $25,000,000 revolving credit agreement (the "Revolver") with The
Royal bank of Scotland PLC matured on May 31, 2008.
For the six month period ended June 30, 2008, the Trust incurred total
expense on the Revolver of $15,574. The expense was incurred on the undrawn
portion of the Revolver from January 1, 2008 to the maturity date on May 31,
2008.
5. PURCHASES AND SALES OF INVESTMENTS
FOR THE SIX
MONTHS ENDED
6/30/2008
COST OF PROCEEDS FROM
INVESTMENTS SALES OR
ACQUIRED MATURITIES
-------- ----------
Corporate restricted securities $ 24,938,660 $ 35,160,776
Corporate public securities 22,365,222 12,810,665
The aggregate cost of investments is substantially the same for financial
reporting and federal income tax purposes as of June 30, 2008. The net
unrealized depreciation of investments for financial reporting and federal
tax purposes as of June 30, 2008 is $14,680,024 and consists of $15,500,582
appreciation and $30,180,606 depreciation.
--------------------------------------------------------------------------------
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS
March 31, 2008
Amount Per Share
----------- ------------
Investment income $ 6,551,682
Net investment income 5,208,711 $ 0.56
Net realized and unrealized
loss on investments (net of taxes) (7,409,784) (0.80)
June 30, 2008
Amount Per Share
----------- ------------
Investment income $ 5,878,119
Net investment income 4,557,413 $ 0.49
Net realized and unrealized
loss on investments (net of taxes) (3,210,632) (0.35)
7. AGGREGATE REMUNERATION PAID TO OFFICERS, TRUSTEES,
AND THEIR AFFILIATED PERSONS
For the six months ended June 30, 2008, the Trust paid its Trustees aggregate
remuneration of $100,750. During the year the Trust did not pay any
compensation to any of its Trustees who are "interested persons" (as defined
by the 1940 Act) of the Trust. The Trust classifies Messrs. Crandall and
Joyal as "interested persons" of the Trust.
All of the Trust's officers are employees of Babson Capital or MassMutual.
Pursuant to the Contract, the Trust does not compensate its officers who are
employees of Babson Capital or MassMutual (except for the Chief Compliance
Officer of the Trust unless assumed by Babson Capital). For the six months
ended June 30, 2008, Babson Capital paid the compensation of the Chief
Compliance Officer of the Trust.
Mr. Crandall, one of the Trust's Trustees, is an "affiliated person" (as
defined by the 1940 Act) of MassMutual and Babson Capital. The Trust did not
make any payments to Babson Capital for the six months ended June 30, 2008,
other than amounts payable to Babson Capital pursuant to the Contract. For
the six months ended June 30, 2008, the Trust paid the following amounts to
MassMutual, exclusive of interest expense on the Note explained in Footnote
4A:
Preparation of Certain of the Trust's
Shareholder Communications $ 1,376
8. RESULTS OF SHAREHOLDER MEETING
The Annual Meeting of Shareholders was held on Friday, April 25, 2008. The
Shareholders were asked to vote to elect as trustees Michael H. Brown, Corine
T. Norgaard, and Maleyne M. Syracuse for three year terms. The Shareholders
approved the proposals. The Trust's other trustees, William J. Barrett,
Donald E. Benson, Roger W. Crandall, Martin T. Hart, Donald Glickman, and
Robert E. Joyal, continued to serve their respective terms following the
April 25, 2008 Annual Shareholders Meeting. The results of the Shareholder
voting are set forth below.
% OF SHARES
SHARES FOR WITHHELD TOTAL VOTED FOR
---------- -------- ----- ---------
Michael H. Brown
7,582,169 86,774 7,668,943 98.87%
Corine T. Norgaard
7,550,414 118,528 7,668,943 98.45%
Maleyne M. Syracuse
7,577,192 91,751 7,668,943 98.80%
9. FAIR VALUE MEASUREMENTS
Effective January 1, 2008, the Trust adopted FASB Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157
clarifies the definition of fair value, establishes a framework for measuring
fair values, and requires additional disclosures about the use of fair value
measurements. FAS 157 requires companies to provide expanded information
about the assets and liabilities measured at fair value and the potential
effect of these fair valuations of an entity's financial performance.
Various inputs are used in determining the value of the Trust's investments.
Using the hierarchy established under FAS 157, these inputs are summarized in
the three broad levels listed below:
Level 1: quoted prices in active markets for identical securities
Level 2: other significant observable inputs (including quoted prices for
similar securities, interest rates, prepayment speeds, credit risk,
etc.)
Level 3: significant unobservable inputs (including the Trust's own
assumptions in determining the fair value of investments)
The inputs and methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities.
The following is a summary of the inputs used to value the Trust's net assets
as of June 30, 2008:
ASSETS TOTAL LEVEL 1 LEVEL 2 LEVEL 3
-----------------------------------------------------------------------------
Private Securities $177,904,147 $ -- $10,413,051 $167,491,096
Public Securities 75,569,405 5,038,945 70,512,460 18,000
Short-term Securities 17,061,653 -- 17,061,653 --
-----------------------------------------------------------------------------
TOTAL $270,535,205 $5,038,945 $97,987,164 $167,509,096
--------------------------------------------------------------------------------
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MassMutual Corporate Investors
(CONTINUED)
(UNAUDITED)
Following is a reconciliation of Level 3 assets for which significant
unobservable inputs were used to determine fair value:
PRIVATE PUBLIC SHORT-TERM
ASSETS SECURITIES SECURITIES SECURITIES TOTAL
----------------------------------------------------------------------------
Beginning balance
at 12/31/2007 $175,656,605 $74,700 $ -- $175,731,305
Total Gains or Losses
(realized/unrealized)
included in earnings* (3,474,523) (56,700) -- (3,531,223)
Purchases, sales,
issuances &
settlements (net) (4,690,986) -- -- (4,690,986)
----------------------------------------------------------------------------
ENDING BALANCE
AT 6/30/08 $167,491,096 $18,000 $ -- $167,509,096
* The amount of total gains or losses for the period included in earnings
attributable to the change in unrealized gains or losses relating to Level 3
assets still held at 6/30/08 is $(5,850,343).
--------------------------------------------------------------------------------
39
THIS PAGE IS INTENTIONALLY LEFT BLANK
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40
MEMBERS OF THE BOARD OF OFFICERS
TRUSTEES
Roger W. Crandall
Donald Glickman Chairman
Robert E. Joyal Clifford M. Noreen
President
William J. Barrett
James M. Roy
Michael H. Brown Vice president & Chief
Financial officer
Donald E. Benson*
Rodney j. Dillman
Dr. Corine T. Norgaard* Vice President, Secretary
& Chief Legal Officer
Roger W. Crandall
Jill A. Fields
Martin T. Hart* Vice President
Maleyne M. Syracuse Michael P. Hermsen
Vice President
*Member of the Audit committee
Mary Wilson Kibbe
Vice President
Michael L. Klofas
Vice President
Richard E. Spencer, II
Vice President
Daniel J. Florence
Treasurer
John T. Davitt, Jr.
Comptroller
Melissa M. LaGrant
Chief Compliance Officer
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
MassMutual Corporate Investors offers a Dividend Reinvestment and Share Purchase
Plan. The Plan provides a simple way for shareholders to add to their holdings
in the Trust through the receipt of dividend shares issued by the Trust or
through the investment of cash dividends in Trust shares purchased in the open
market. A shareholder may join the Plan by filling out and mailing an
authorization card to Shareholder Financial Services, Inc., the Transfer Agent.
Participating shareholders will continue to participate until they notify the
Transfer Agent, in writing, of their desire to terminate participation. Unless a
shareholder elects to participate in the Plan, he or she will, in effect, have
elected to receive dividends and distributions in cash. Participating
shareholders may also make additional contributions to the Plan from their own
funds. Such contributions may be made by personal check or other means in an
amount not less than $10 nor more than $5,000 per quarter. Cash contributions
must be received by the Transfer Agent at least five days (but no more then 30
days) before the payment date of a dividend or distributions.
Whenever the Trust declares a dividend payable in cash or shares, the Transfer
Agent, acting on behalf of each participating shareholder, will take the
dividend in shares only if the net asset value is lower than the market price
plus an estimated brokerage commission as of the close of business on the
valuation day. The valuation day is the last day preceding the day of dividend
payment.
When the dividend is to be taken in shares, the number of shares to be received
is determined by dividing the cash dividend by the net asset value as of the
close of business on the valuation date or, if greater than net asset value, 95%
of the closing share price. If the net asset value of the shares is higher than
the market value plus an estimated commission, the Transfer Agent, consistent
with obtaining the best price and execution, will buy shares on the open market
at current prices promptly after the dividend payment date.
The reinvestment of dividends does not, in anyway, relieve participating
shareholders of any federal, state or local tax. For federal income tax
purposes, the amount reportable in respect of a dividend received in
newly-issued shares of the Trust will be the fair market value of the shares
received, which will be reportable as ordinary income and/or capital gains.
As compensation for its services, the Transfer Agent receives a fee of 5% of any
dividend and cash contribution (in no event in excess of $2.50 per distribution
per shareholder.)
Any questions regarding the Plan should be addressed to Shareholder Financial
Services, Inc., Agent for MassMutual Corporate Investors' Dividend Reinvestment
and Share Purchase Plan, P.O. Box 173673, Denver, CO 80217-3673.
--------------------------------------------------------------------------------
[LOGO] MASSMUTUAL
CORPORATE INVESTORS
CI3343
ITEM 2. CODE OF ETHICS.
Not applicable for this filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable for this filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable for this filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable for this filing.
ITEM 6. SCHEDULE OF INVESTMENTS
A schedule of investments for the Registrant is included as part of
this report to shareholders under item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable for this filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable for this filing. There have been no changes in any of
the Portfolio Managers identified in the Registrant's most recent
annual report on Form N-CSR.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not Applicable for this filing.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable for this filing.
ITEM 11. CONTROLS AND PROCEDURES.
(a) The principal executive officer and principal financial officer
of the Registrant evaluated the effectiveness of the Registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940 (the "Act")) as of a
date within 90 days of the filing date of this report and based
on that evaluation have concluded that such disclosure controls
and procedures are effective to provide reasonable assurance that
material information required to be disclosed by the Registrant
on Form N-CSR is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange
Commission's rules and forms.
(b) There were no changes in the Registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the Act)
during the Registrant's second fiscal quarter that have
materially affected, or are reasonably likely to materially
affect, the Registrant's internal control over financial
reporting.
ITEM 12. EXHIBITS.
(a)(1) ANY CODE OF ETHICS, OR AMENDMENTS THERETO, THAT IS THE SUBJECT OF
DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT
INTENDS TO SATISFY THE ITEM 2 REQUIREMENTS THROUGH THE FILING OF
AN EXHIBIT.
None.
(a)(2) A SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE
30a-2 UNDER THE ACT.
Attached hereto as EX-99.31.1
Attached hereto as EX-99.31.2
(a)(3) ANY WRITTEN SOLICITATION TO PURCHASE SECURITIES UNDER RULE 23c-1
UNDER THE ACT (17 CFR 270.23c-1) SENT OR GIVEN DURING THE PERIOD
COVERED BY THE REPORT BY OR ON BEHALF OF THE REGISTRANT TO 10 OR
MORE PERSONS.
Not Applicable for this filing.
(b) If the report is filed under Section 13(a) or 15(d) of the
Exchange Act, provide the certifications required by Rule
30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or
Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or
240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350) as an exhibit. A
certification furnished pursuant to this paragraph will not be
deemed "filed" for purposes of Section 18 of the Exchange Act (15
U.S.C. 78r), or otherwise subject to the liability of that
section. Such certification will not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933 or
the Exchange Act, except to the extent that the registrant
specifically incorporates it by reference.
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/ Clifford M. Noreen
----------------------------------
Clifford M. Noreen, President
----------------------------------
Date: August 27, 2008
----------------------------------
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/ Clifford M. Noreen
----------------------------------
Clifford M. Noreen, President
----------------------------------
Date: August 27, 2008
----------------------------------
By: /s/ James M. Roy
----------------------------------
James M. Roy, Vice President, and
Chief Financial Officer
----------------------------------
Date: August 27, 2008
------------------------------