MassMutual
CORPORATE
INVESTORS
[LOGO]
REPORT for the THREE
MONTHS ENDED 3/31/05
ADVISER
Babson Capital Management LLC
1500 Main Street
MASSMUTUAL CORPORATE INVESTORS Springfield, Massachusetts 01115
c/o Babson Capital Management LLC
1500 Main Street, Suite 600 INDEPENDENT REGISTERED PUBLIC
Springfield, Massachusetts 01115 ACCOUNTING FIRM
(413) 226-1516 KPMG LLP
Boston, Massachusetts 02110
COUNSEL TO THE TRUST
Ropes & Gray LLP
[LOGO] Boston, Massachusetts 02110
MCI CUSTODIAN
LISTD Citibank, N.A.
NYSE 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
INTERNET WEBSITE: WWW.BABSONCAPITAL.COM/MCI
INVESTMENT OBJECTIVE AND POLICY
MassMutual Corporate Investors (the "Trust") is a closed-end management
investment company, first offered to the public in 1971, whose shares are traded
on the New York Stock Exchange under the trading symbol "MCI". The Trust's share
price can be found in the financial section of most newspapers as "MassCp" or
"MassMuInv" under the New York Stock Exchange listings.
The Trust's investment objective is to maintain a portfolio of securities
providing a fixed yield while providing an opportunity for capital gains. The
Trust's principal investments are privately placed, below-investment grade,
long-term corporate debt obligations with equity features such as warrants,
conversion rights, or other equity features and, occasionally, preferred stocks.
The Trust typically purchases these investments, which are not publicly
tradable, directly from their issuers, which tend to be smaller companies. In
addition, the Trust may temporarily invest, subject to certain limitations, in
marketable investment grade debt securities, other marketable debt securities
(including high yield securities) and marketable common stocks.
Babson Capital Management LLC manages the Trust on a total return basis. The
Trust distributes substantially all of its net income to shareholders each year.
Accordingly, the Trust pays dividends to shareholders quarterly in January, May,
August, and November. The Trust pays dividends to its shareholders in cash,
unless the shareholder elects to participate in the Dividend Reinvestment and
Share Purchase Plan.
PROXY VOTING POLICIES & PROCEDURES;
FORM N-Q PROXY VOTING RECORD
MassMutual Corporate Investors The Trustees of MassMutual
files its complete schedule of Corporate Investors have delegated
portfolio holdings with the U.S. proxy voting responsibilities
Securities and Exchange Commission relating to the voting of
for the first and third quarters of securities held by the Trust to
each fiscal year on Form N-Q. This Babson Capital Management LLC. A
information is available (i) on the description of Babson Capital's
U.S. Securities and Exchange proxy voting policies and
Commission's website at procedures is available (1) without
http://www.sec.gov; and (ii) at the charge, upon request, by calling,
U.S. Securities and Exchange tollfree 866-399-1516; (2) on
Commission's Public Reference Room MassMutual Corporate Investors'
in Washington, DC (which website:
information on their operation may http://www.babsoncapital.com/mci;
be obtained by calling and (3) on the U.S. Securities and
1-800-SEC-0330). A complete Exchange Commission ("SEC") website
schedule of portfolio holdings as at http://www.sec.gov. Information
of each quarter-end is available regarding how the Trust voted
upon request by calling, toll-free, proxies relating to portfolio
866-399-1516. 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.
TO OUR SHAREHOLDERS
April 30, 2005
We are pleased to present the March 31, 2005 Quarterly Report of MassMutual
Corporate Investors (the "Trust"). At the Trust's Annual Shareholders Meeting,
which was held on April 22, 2005, shareholders re-elected Jack A. Laughery and
Corine T. Norgaard as Trustees, each for a three-year term. As a result of the
resignation of Steven Kandarian as a Trustee prior to the Annual Meeting, the
size of the Board was reduced from eight to seven members.
The Board of Trustees declared a quarterly dividend of 46 cents per share,
payable on May 16, 2005 to shareholders of record on May 2, 2005. The Trust had
previously paid a 46 cent per share dividend for the preceding quarter (plus a
special year-end dividend of 28 cents per share). The Board of Trustees also
approved, and recommended that shareholders approve, a new investment services
contract between the Trust and Babson Capital Management LLC with a quarterly
management fee of 0.3125%, which is approximately equal to 1.25% annually, with
no performance adjustment. The proposed new contract will require approval of a
majority of the Trust's shareholders at a Special Meeting of Shareholders to be
held on August 8, 2005 and, if approved, would go into effect on October 1,
2005. The new contract provides that for its first 18 months, the management fee
cannot exceed the amount that Babson is being paid under the Trust's existing
investment advisory arrangements.
U.S. equity markets, as measured by several broad market indices declined during
the quarter. Large stocks, as approximated by the Dow Jones Industrial Average,
decreased 2.06%. Smaller stocks, as approximated by the Russell 2000 Index,
decreased 5.34%. U.S. fixed income markets, as measured by selected indices,
also posted negative returns for the quarter. The Lehman Brothers
Government/Credit Index and the Lehman Brothers U.S. Corporate High Yield Index
decreased 0.67% and 1.61%, respectively, for the quarter.
During the quarter ended March 31, 2005, net assets of the Trust increased to
$224,686,048 or $24.94 per share compared to $218,505,148 or $24.34 per share on
December 31, 2004, which translates into a 2.47% return for the quarter, based
on the change in the Trust's net assets assuming the reinvestment of all
dividends. Long term, the Trust returned 20.81%, 11.15%, 15.65%, and 15.47% for
the 1-, 5-, 10- and 25-year time periods ended March 31, respectively, based on
the change in the Trust's net assets assuming the reinvestment of all dividends.
The Trust earned 46 cents per share of net investment income for the quarter,
compared to 45 cents per share in the previous quarter.
During the quarter, the Trust made private placement investments in two new
issuers and closed one "follow-on" investment, totaling approximately $4.3
million. The follow-on investment purchased by the Trust was in Augusta
Sportswear Holding Co. The two new issuers the Trust invested in were Connor
Sport Court International, Inc. and Terra Renewal Services, Inc. The weighted
average coupon of these investments was 11.4%. (A BRIEF DESCRIPTION OF THESE
INVESTMENTS CAN BE FOUND IN THE SCHEDULE OF INVESTMENTS.)
Thank you for your continued interest in and support of MassMutual Corporate
Investors.
Sincerely,
Roger W. Crandall
President
PORTFOLIO COMPOSITION AS OF 03/31/05*
Public High
Yield Debt 29%
Public Equity 3%
Cash & Short Term
Investments 6%
Private/Restricted
Equity 16%
Private Investment
Grade Debt 3%
Private High
Yield Debt 43%
*BASED ON MARKET VALUE OF TOTAL INVESTMENTS
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1
CONSOLIDATED STATEMENT OF MASSMUTUAL CORPORATE INVESTORS
ASSETS AND LIABILITIES
March 31, 2005
(Unaudited)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at
fair value (Cost - $172,825,929) $ 173,397,311
Corporate public securities at
market value (Cost - $62,263,594) 64,517,568
Short-term securities at cost plus earned
discount which approximates market value 9,540,542
-------------
247,455,421
Cash 3,729,899
Interest receivable 4,716,766
Receivable for investments sold 263,268
Other assets 19,086
-------------
TOTAL ASSETS $ 256,184,440
=============
LIABILITIES:
Payable for investments purchased $ 799,644
Management fee payable 729,036
Note payable 20,000,000
Revolving Credit Agreement 9,000,000
Interest payable 211,312
Accrued expenses 90,874
Accrued taxes payable 667,526
-------------
TOTAL LIABILITIES 31,498,392
=============
NET ASSETS:
Common shares, par value $1.00 per share; an
unlimited number authorized 9,009,343
Additional paid-in capital 105,056,352
Retained net realized gain on investments, prior years 100,547,585
Undistributed net investment income 5,447,018
Undistributed net realized gain on investments 2,302,131
Net unrealized appreciation of investments 2,323,619
-------------
TOTAL NET ASSETS 224,686,048
-------------
TOTAL LIABILITIES AND NET ASSETS $ 256,184,440
=============
COMMON SHARES ISSUED AND OUTSTANDING 9,009,343
=============
NET ASSET VALUE PER SHARE $ 24.94
=============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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2
CONSOLIDATED STATEMENT OF OPERATIONS MASSMUTUAL CORPORATE INVESTORS
For the three months ended March 31, 2005
(Unaudited)
INVESTMENT INCOME:
Interest $ 5,521,435
Dividends 13,379
-------------
TOTAL INVESTMENT INCOME 5,534,814
-------------
EXPENSES:
Management fees (net of fee waiver of $18,048) See Footnote 3 729,036
Interest 441,824
Trustees' fees and expenses 45,000
Transfer agent/registrar's expenses 12,000
Reports to shareholders 30,000
Professional fees 87,600
Other 13,033
-------------
TOTAL EXPENSES 1,358,493
-------------
NET INVESTMENT INCOME ($0.46 PER SHARE) 4,176,321
-------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments before taxes (97,638)
Net change in unrealized appreciation of investments 1,947,390
Provision for taxes (685,153)
-------------
NET GAIN ON INVESTMENTS 1,164,599
-------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,340,920
=============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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3
CONSOLIDATED STATEMENT OF CASH FLOWS MASSMUTUAL CORPORATE INVESTORS
For the three months ended March 31, 2005
(Unaudited)
NET DECREASE IN CASH:
Cash flows from operating activities:
Interest and dividends received $ 4,235,095
Interest expense paid (440,824)
Operating expenses paid (937,465)
Income taxes paid (2,229,277)
-------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 627,529
-------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases/Proceeds/Maturities from short-term
portfolio securities, net (7,237,995)
Purchase of portfolio securities (22,532,907)
Proceeds from disposition of portfolio securities 34,090,211
-------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 4,319,309
-------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES 4,946,838
-------------
Cash flows from financing activities:
Receipts for shares issued on reinvestment of dividends 839,980
Cash dividends paid from net investment income (6,644,036)
-------------
NET CASH USED FOR FINANCING ACTIVITIES (5,804,056)
-------------
NET DECREASE IN CASH (857,218)
Cash - beginning of year 4,587,117
-------------
CASH - END OF PERIOD $ 3,729,899
=============
RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET
CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES:
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,340,920
-------------
Increase in investments (229,183)
Increase in interest and dividends receivable (1,003,905)
Decrease in receivable for investments sold 1,732,367
Increase in other assets (19,086)
Increase in payable for investments purchased 689,644
Increase in management fee payable 102,961
Increase in interest payable 1,000
Decrease in accrued expenses (123,756)
Decrease in accrued taxes payable (1,544,124)
-------------
TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (394,082)
-------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES $ 4,946,838
=============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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4
CONSOLIDATED STATEMENTS OF MASSMUTUAL CORPORATE INVESTORS
CHANGES IN NET ASSETS
For the three months ended March 31, 2005 and the year ended December 31, 2004
For the three
months ended For the
03/31/2005 year ended
(Unaudited) 12/31/2004
------------- -------------
INCREASE IN NET ASSETS:
OPERATIONS:
Net investment income $ 4,176,321 $ 17,949,347
Net realized (loss) gain on investments
before taxes (97,638) 7,032,428
Net change in unrealized depreciation of
investments 1,947,390 19,012,223
Provision for taxes (685,153) (2,377,709)
------------- -------------
Net increase in net assets resulting from
operations 5,340,920 41,616,289
Net increase in shares of beneficial
interest transactions (common shares
issued: 2005 - 30,916; 2004 - 105,634) 839,980 2,432,514
Dividends to shareholders from:
Net investment income (2004 - $2.16
per share) -- (19,329,769)
------------- -------------
TOTAL INCREASE IN NET ASSETS 6,180,900 24,719,034
NET ASSETS, BEGINNING OF YEAR 218,505,148 193,786,114
------------- -------------
NET ASSETS, END OF PERIOD/YEAR $ 224,686,048 $ 218,505,148
============= =============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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5
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS MASSMUTUAL CORPORATE INVESTORS
Selected data for each common share outstanding:
For the
three months
ended For the years ended December 31,
3/31/2005 ----------------------------------------------------------------------
(Unaudited) 2004 2003 2002 2001 2000
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
Beginning of year $ 24.34 21.84 $ 19.40 $ 20.07 $ 20.74 $ 22.00
---------- ---------- ---------- ---------- ---------- ----------
Net investment income 0.46 2.00 1.44 1.53 1.70 1.96
Net realized and unrealized
gain (loss) on investments 0.13 2.64 2.83 (0.59) (0.53) (0.46)
---------- ---------- ---------- ---------- ---------- ----------
Total from investment operations 0.59 4.64 4.27 0.94 1.17 1.50
---------- ---------- ---------- ---------- ---------- ----------
Dividends from net investment
income to common shareholders 0.00 (2.16) (1.84) (1.44) (1.79) (1.96)
Distributions from net realized
gain on investments to common
shareholders 0.00 0.00 0.00 (0.18) (0.09) (0.80)
Change from issuance of shares 0.01 0.02 0.01 0.01 0.04 0.00
---------- ---------- ---------- ---------- ---------- ----------
Total distributions 0.01 (2.14) (1.83) (1.61) (1.84) (2.76)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
End of period/year $ 24.94 24.34 $ 21.84 $ 19.40 $ 20.07 $ 20.74
---------- ---------- ---------- ---------- ---------- ----------
Per share market value:
End of period/year $ 26.75 28.50 $ 22.90 $ 19.49 $ 20.70 $ 22.00
========== ========== ========== ========== ========== ==========
Total investment return
Market value (6.14)%* 36.10% 27.53% 1.35% 1.88% 17.55%
Net asset value** 2.47%* 22.76% 22.61% 4.80% 5.91% 7.28%
Net assets (in millions):
End of period/year $ 224.69 $ 218.51 $ 193.79 $ 171.03 $ 175.11 $ 178.13
Ratio of operating expenses to average
net assets 0.41%* 1.93% 2.04% 1.82% 1.72% 1.47%
Ratio of interest expense to average
net assets 0.20%* 1.77% 0.82% 0.86% 0.84% 0.58%
Ratio of total expenses to average
net assets 0.61%* 2.70% 2.86% 2.68% 2.56% 2.05%
Ratio of net investment income
to average net assets 1.88%* 8.68% 6.95% 7.65% 8.20% 8.56%
Portfolio turnover 7.45%* 53.45% 56.10% 34.02% 24.48% 59.75%
*Percentages represent results for the period and are not annualized.
** Net asset value return represents portfolio returns based on change in the net asset value assuming the reinvestment of all
dividends and distributions which differs from the total investment return based on market value due to the difference between
the net asset value and the market value of the shares outstanding; past performance is no guarantee of future results.
See Notes to Consolidated Financial Statements.
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6
CONSOLIDATED SCHEDULE OF INVESTMENTS MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES - 77.17%:(A) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
PRIVATE PLACEMENT INVESTMENTS - 70.36%
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 $ 2,014,214
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 2,323 shs. 04/08/04 -- 23
____________ ____________
2,125,000 2,014,237
____________ ____________
A W C HOLDING COMPANY
A manufacturer and distributor of aluminum and vinyl
windows and doors in the Southwest and Southeast regions
of the U.S.
12% Senior Subordinated Note due 2012 $ 2,125,000 05/18/04 1,925,695 1,968,046
Limited Partnership Interest of AWC Investments, LLC (B) 250 uts. 05/18/04 212,500 191,251
____________ ____________
2,138,195 2,159,297
____________ ____________
ADORN, INC
A manufacturer of wall panels, cabinets, moldings and
countertops for houses and recreational vehicles.
12.5% Subordinated Note due 2010 $ 2,125,000 02/29/00 1,941,105 2,125,000
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 364 shs. 02/29/00 307,759 305,290
____________ ____________
2,248,864 2,430,290
____________ ____________
AMERICA'S BODY COMPANY, INC./LCP HOLDING CO
A designer and manufacturer of commercial work vehicles.
12% Preferred Stock Series C (B) 395 shs. 12/16/03 1,750,000 3,500,001
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 80 shs. * 513,334 1
____________ ____________
2,263,334 3,500,002
____________ ____________
AMERICAN HOSPICE MANAGEMENT HOLDING LLC
A for-profit hospice care provider in the United States.
12% Senior Subordinated Note due 2010 $ 2,125,000 01/22/04 1,898,532 2,188,750
Preferred Class A Unit (B) 2,525 uts. 01/22/04 252,500 227,250
Common Class B Unit (B) 3,042 uts. 01/22/04 -- 239,422
____________ ____________
2,151,032 2,655,422
____________ ____________
AUGUSTA SPORTSWEAR HOLDING CO
A manufacturer and distributor of athletic apparel,
activewear and team uniforms.
12% Senior Subordinated Note due 2012 $ 1,686,800 12/31/04 1,569,496 1,691,582
Common Stock (B) 493 shs. ** 492,975 443,682
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 137 shs. 12/31/04 119,482 1
____________ ____________
2,181,953 2,135,265
____________ ____________
*11/2/98 and 12/16/03.
**12/31/04 and 03/31/05.
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7
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
BEACON MEDICAL PRODUCTS, INC
A designer, manufacturer and marketer of medical air
and gas distribution systems.
Senior Secured Floating Rate Revolving Credit
Facility due 2007 $ 230,636 04/09/02 $ 230,636 $ 230,347
Senior Secured Tranche A Floating Rate Note due 2008 $ 815,923 04/09/02 815,923 807,854
12% Senior Secured Note due 2010 $ 721,196 04/09/02 624,132 755,420
Limited Partnership Interest of Riverside Capital
Appreciation Fund IV, L.P. (B) 11.16% int. 04/09/02 152,329 141,209
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 1,390 shs. 04/09/02 127,497 128,861
____________ ____________
1,950,517 2,063,691
____________ ____________
BETA BRANDS LTD
A manufacturer of hard candy and chocolate-coated
products sold primarily to the Canadian market.
5% Promissory Note due 2009 (B) $ 195,498 03/31/04 195,498 --
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 4,895 shs. 03/31/04 1 --
____________ ____________
195,499 --
____________ ____________
BETTER MINERALS & AGGREGATES
A producer of high grade industrial and specialty silica sands.
14% Redeemable Preferred Stock (B) 997 shs. 09/30/99 545,858 108,991
Convertible Preferred Stock Series A and B, convertible
into common stock at $9.26 per share (B) 126,003 shs. 12/19/96 1,166,700 --
Common Stock (B) 20,027 shs. 09/30/99 799,068 --
Warrants, exercisable until 2005 and 2010, to
purchase common stock at $.01 per share (B) 11,399 shs. * 128,502 --
____________ ____________
2,640,128 108,991
____________ ____________
BRAMPTON FASTENER CO. LTD
A value-added national distributor of maintenance, repair
and operating supplies such as fasteners, electrical
components and tools.
8% Senior Secured Term A Note due 2009 $ 787,500 12/31/04 787,500 642,600
12% Senior Secured Term B Note due 2009 $ 806,250 12/31/04 806,250 823,181
Limited Partnership Interest of Brafasco Investors LLC (B) 82,500 uts. 12/31/04 82,500 74,250
Preferred Stock (B) 290 shs. 12/31/04 -- 145,000
Warrant of GC-Sun Holdings L.P., exercisable until
2008, to purchase common stock at $.01 per share (B) 880 shs. 03/02/00 347,288 --
____________ ____________
2,023,538 1,685,031
____________ ____________
C & M CONVEYOR, INC
A manufacturer and supplier of material handling systems
to the corrugated sheet and container industry.
9.5% Senior Secured Term Note due 2007 $ 996,235 09/13/02 996,235 1,005,741
11% Senior Subordinated Note due 2010 $ 838,102 09/13/02 798,457 854,930
Common Stock (B) 316,265 shs. 09/13/02 316,265 253,012
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 137,175 shs. 09/13/02 60,250 1,372
____________ ____________
2,171,207 2,115,055
____________ ____________
*12/19/96 and 09/30/99.
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8
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
CAINS FOODS, L.P.
A producer of mayonnaise and sauce products for both the
retail and food service markets.
Limited Partnership Interest (B) 117 uts. 09/29/95 $ 158,369 $ 500,619
____________ ____________
CAPESUCCESS LLC
A provider of diversified staffing services.
Preferred Membership Interests (B) 1,882 uts. 04/29/00 8,396 420
Common Membership Interests (B) 24,318 uts. 04/29/00 108,983 5,442
____________ ____________
117,379 5,862
____________ ____________
CAPITAL SPECIALTY PLASTICS, INC
A producer of desiccant strips used for packaging
pharmaceuticals products.
Common Stock (B) 109 shs. * 503 503
____________ ____________
CHEMED CORPORATION
An operator in the residential and commercial repair-and
maintenance service industry through two wholly owned
subsidiaries, Roto-Rooter and Service America.
Common Stock 20,000 shs. 02/24/04 1,000,000 1,529,600
____________ ____________
COEUR, INC
A producer of proprietary, disposable power injection syringes.
Senior Secured Floating Rate Revolving Credit.
Facility due 2010 $ 44,384 02/02/05 44,384 43,720
8.75% Senior Secured Term Note due 2010 $ 570,652 04/30/03 570,652 584,991
11.5% Senior Subordinated Note due 2011 $ 424,819 04/30/03 390,257 435,930
Common Stock (B) 126,812 shs. 04/30/03 126,812 114,131
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 87,672 shs. 04/30/03 40,804 877
____________ ____________
1,172,909 1,179,649
____________ ____________
COINING CORPORATION OF AMERICA LLC
A manufacturer of close tolerance parts and metal stampings.
Senior Secured Floating Rate Revolving Credit.
Facility due 2006 $ 129,630 01/07/02 140,432 137,136
Senior Secured Floating Rate Tranche A Note due 2007 $ 993,827 06/26/01 966,821 899,488
13% Senior Secured Tranche B Note due 2006 $ 648,148 06/26/01 648,148 630,210
Limited Partnership Interest (B) 6.38% int. 06/26/01 324,074 259,259
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 107,036 shs. 06/26/01 79,398 1,070
____________ ____________
2,158,873 1,927,163
____________ ____________
*12/30/97 and 05/29/99.
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9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
COLIBRI HOLDINGS CORPORATION
A manufacturer and distributor of wild bird feeders
and accessories.
12.5% Senior Subordinated Note due 2008 $ 1,593,750 09/22/00 $ 1,437,073 $ 1,513,516
28% Preferred Stock (B) 71 shs. 11/02/01 70,833 76,168
20% Preferred Stock (B) 66 shs. 03/09/04 66,406 58,855
Common Stock (B) 1,429 shs. 09/22/00 531,250 265,624
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 843 shs. 09/22/00 265,625 8
____________ ____________
2,371,187 1,914,171
____________ ____________
CONNOR SPORT COURT INTERNATIONAL, INC
A designer and manufacturer of outdoor and indoor synthetic
sports flooring and other temporary flooring products.
12% Senior Subordinated Note due 2012 $ 2,001,121 * 1,843,159 1,965,165
Limited Partnership Interest (B) 189,585 uts. ** 189,586 170,627
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 174 shs. * 160,233 2
____________ ____________
2,192,978 2,135,794
____________ ____________
CORVEST GROUP, INC
A manufacturer and distributor of promotional products.
12% Senior Subordinated Note due 2007 $ 3,863,636 *** 3,761,762 3,477,272
Common Stock (B) 56 shs. *** 96,591 24,145
Limited Partnership Interest (B) 19.32% int. *** 284,869 71,692
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 324 shs. *** 297,203 139,251
____________ ____________
4,440,425 3,712,360
____________ ____________
DELSTAR HOLDING CORPORATION
A manufacturer of plastic netting for a wide variety of industries.
Convertible Preferred Stock, convertible into
common stock at $10 per share (B) 3,514 shs. 10/05/01 427,153 395,243
Convertible Preferred Stock, convertible into
common stock at $11.84 per share (B) 412 shs. 09/16/04 48,793 46,353
____________ ____________
475,946 441,596
____________ ____________
DEXTER MAGNETICS TECHNOLOGIES, INC
A designer, fabricator, assembler and distributor of industrial
magnets and subassemblies in North America and Europe.
12% Senior Subordinated Note due 2006 $ 153,985 07/19/01 143,600 154,196
Common Stock (B) 585 shs. 07/19/01 585,145 625,379
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 297 shs. 07/19/01 250,611 316,970
____________ ____________
979,356 1,096,545
____________ ____________
DIRECTED ELECTRONICS, INC
A designer and distributor of brand name automotive security
systems, audio products and installation accessories.
Class B Common Stock (B) 36,633 shs. 12/22/99 -- 560,480
Limited Partnership Interest (B) 8.70% int. 12/22/99 1 839,839
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 48,569 shs. 12/22/99 -- 743,106
____________ ____________
1 2,143,425
____________ ____________
*08/12/04 and 01/18/05.
**08/12/04 and 01/14/05.
***03/05/99 and 03/24/99.
--------------------------------------------------------------------------------
10
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
DIVERSCO, INC./DHI HOLDINGS, INC
A contract provider of janitorial and equipment
maintenance services and temporary production labor to
industrial customers.
Membership Interests of MM/Lincap Diversco
Investments Ltd. LLC (B) 27.19% int. 08/27/98 $ 734,090 $ --
Preferred Stock (B) 3,278 shs. 12/14/01 2,784,133 2,088,103
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 2,088,103
____________ ____________
DWYER GROUP, INC
A franchiser of a variety of home repair services.
14% Senior Subordinated Note due 2011 $ 1,859,375 10/30/03 1,691,079 1,908,571
Common Stock (B) 6,906 shs. ** 690,600 621,540
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 2,034 shs. 10/30/03 186,469 20
____________ ____________
2,568,148 2,530,131
____________ ____________
E X C ACQUISITION CORPORATION
A manufacturer of pre-filled syringes and pump systems
used for intravenous drug delivery.
15% Senior Subordinated Note due 2012 $ 2,157,258 06/28/04 2,084,778 2,243,549
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 22 shs. 06/28/04 77,208 --
____________ ____________
2,161,986 2,243,549
____________ ____________
EAGLE PACK PET FOODS, INC
A manufacturer of premium pet food sold through
independent pet stores.
14% Senior Subordinated Note due 2011 $ 1,062,500 09/24/04 1,024,766 1,060,180
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 4,085 shs. 09/24/04 39,464 41
____________ ____________
1,064,230 1,060,221
____________ ____________
EAGLE WINDOW & DOOR HOLDING CO
A manufacturer of wood and aluminum-clad wood
windows and doors.
12% Senior Subordinated Note due 2010 $ 1,900,000 05/06/02 1,682,819 1,957,000
Common Stock (B) 225 shs. 05/06/02 225,000 490,050
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 441 shs. 05/06/02 285,000 959,801
____________ ____________
2,192,819 3,406,851
____________ ____________
EAST RIVER VENTURES I, L.P.
An acquirer of controlling or substantial interests in
other entities.
Limited Partnership Interest (B) 0.14% int. 01/01/01 28,971 27,300
____________ ____________
ENZYMATIC THERAPY, INC
A manufacturer and distributor of branded natural
medicines and nutritional supplements.
13% Senior Subordinated Note due 2006 (B) $ 1,593,750 09/17/02 1,349,781 956,250
Limited Partnership Interest (B) 1.32% int. 03/30/00 531,250 5,313
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 478 shs. 03/30/00 255,000 5
____________ ____________
2,136,031 961,568
____________ ____________
*10/24/96 and 08/28/98.
**10/30/03 and 01/02/04.
--------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
EURO-PRO CORPORATION
A designer, marketer and distributor of floor care, steam
cleaning and small kitchen products and appliances.
13.25% Senior Subordinated Note due 2011 $ 2,125,000 09/09/03 $ 2,093,576 $ 1,683,817
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 43,878 shs. 09/09/03 35,641 439
____________ ____________
2,129,217 1,684,256
____________ ____________
EVANS CONSOLES, INC
A designer and manufacturer of consoles and control
center systems.
10% Senior Secured Note due 2006 $ 136,608 05/06/04 136,608 136,608
Limited Partnership Interest of CM Equity Partners (B) 2.24% int. 02/11/98 128,464 --
Common Stock (B) 90,000 shs. 05/06/04 6 --
____________ ____________
265,078 136,608
____________ ____________
HIGHGATE CAPITAL LLC
An acquirer of controlling or substantial interests in
manufacturing and marketing entities.
Series A Preferred Units (B) 1.19% int. 07/21/94 385,258 2,723
____________ ____________
HOME DECOR HOLDING COMPANY
A designer, manufacturer and marketer of framed art and
wall decor products.
12.5% Senior Subordinated Note due 2012 $ 2,043,269 * 1,851,903 2,075,160
Common Stock (B) 63 shs. * 62,742 56,466
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 200 shs. * 199,501 2
____________ ____________
2,114,146 2,131,628
____________ ____________
HUSSEY SEATING CORPORATION
A manufacturer of spectator seating products.
Senior Secured Floating Rate Revolving Note due 2006 $ 1,544,856 06/12/96 1,544,856 772,428
Senior Secured Floating Rate Note due 2006 $ 433,125 ** 433,125 216,563
12% Senior Subordinated Note due 2006 $ 1,350,000 03/31/03 1,350,000 13,500
Common Stock (B) 4,771 shs. 03/12/04 225,000 --
____________ ____________
3,552,981 1,002,491
____________ ____________
INTEGRATION TECHNOLOGY SYSTEMS, INC
A manufacturer of steel protective computer and network
systems for the industrial and office environments.
16.5% Senior Secured Note due 2006 $ 1,617,167 03/01/04 1,614,909 1,540,028
Common Stock (B) 228 shs. 06/01/00 262,200 52,440
____________ ____________
1,877,109 1,592,468
____________ ____________
JASON, INC
A diversified manufacturing company serving various
industrial markets.
13% Senior Subordinated Note due 2008 $ 963,687 08/04/00 895,696 951,557
14% Cumulative Redeemable Preferred Stock Series A (B) 289 shs. 08/04/00 289,224 284,491
Limited Partnership Interests of Saw Mill
Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,409 664,880
Warrants, exercisable until 2008 and 2009,
to purchase common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 46,927
____________ ____________
2,186,741 1,947,855
____________ ____________
*06/30/04 and 08/19/04.
**06/12/96 and 08/03/01.
--------------------------------------------------------------------------------
12
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
JUSTRITE MANUFACTURING ACQUISITION CO
A manufacturer of safety products such as storage cabinets
and containers.
12% Senior Subordinated Note due 2011 1,593,750 12/15/04 $ 1,495,086 $ 1,581,957
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 1,121 shs. 12/15/04 101,109 11
____________ ____________
1,596,195 1,581,968
____________ ____________
KEEPSAKE QUILTING, INC
A seller of quilting fabrics, books, patterns, kits and
notions to consumers.
Senior Secured Floating Rate Revolving Note due 2005 $ 36,693 06/16/00 36,693 36,678
Senior Secured Floating Rate Tranche A Note due 2007 $ 610,017 06/16/00 610,017 605,550
12% Senior Secured Tranche B Note due 2008 $ 550,392 06/16/00 526,166 566,904
Limited Partnership Interest of Riverside XVI
Holding Company, L.P. (B) 5.29% int. 6/12/00 333,490 250,051
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 1,108 shs. 6/12/00 45,866 83,064
____________ ____________
1,552,232 1,542,247
____________ ____________
KELE AND ASSOCIATES, INC
A distributor of building automation control products.
12% Senior Subordinated Note due 2012 $ 1,831,548 02/27/04 1,669,021 1,827,851
Common Stock (B) 35 shs. 02/27/04 462,035 495,126
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 11 shs. 02/27/04 7,793 --
____________ ____________
2,138,849 2,322,977
____________ ____________
KENAN-ADVANTAGE TRANSPORT COMPANY
A transporter of light petroleum, petrochemicals, lubricants
and residual fuels.
12.5% Senior Subordinated Note due 2009 $ 1,817,435 04/30/01 1,817,435 1,853,784
Preferred Stock (B) 307 shs. 04/30/01 307,000 614,000
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 269 shs. 04/30/01 14 3
____________ ____________
2,124,449 2,467,787
____________ ____________
KEYSTONE NORTH AMERICA, INC
An operator of funeral homes in North America.
Common Stock (B) 49,216 shs. 02/08/05 236,709 298,249
____________ ____________
LANCASTER LABORATORIES, INC
A laboratory testing operation in the United States.
Common Stock (B) 860,842 shs. 09/25/00 589,813 1,530,147
____________ ____________
LIH INVESTORS, L.P.
A manufacturer and marketer of a broad line of external
accessories for new and used sport utility vehicles, trucks
and vans.
12.5% Senior Subordinated Note due 2008 $ 3,845,000 * 3,492,330 3,868,142
Common Stock (B) 5,800 shs. * 406,003 324,800
Warrant, exercisable until 2006, to purchase
common stock at $.11 per share (B) 15,572 shs. * 602,127 872,032
____________ ____________
4,500,460 5,064,974
____________ ____________
*12/23/98 and 01/28/99.
--------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
MAVERICK ACQUISITION COMPANY
A manufacturer of capsules that cover the cork and neck of
wine bottles.
Senior Secured Floating Rate Revolving Note due 2009 $ 23,507 02/17/05 $ 23,507 $ 23,297
Senior Secured Floating Rate Tranche A Note due 2010 $ 783,582 09/03/04 783,582 774,721
12% Senior Secured Tranche B Note due 2011 $ 313,433 09/03/04 275,837 319,781
Limited Partnership Interest (B) 7.84% int. 09/03/04 58,769 52,892
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 425 shs. 09/03/04 39,473 4
____________ ____________
1,181,168 1,170,695
____________ ____________
MAXON CORPORATION
A manufacturer of industrial combustion equipment and
related shut-off valves and control valves.
12% Senior Subordinated Note due 2012 $ 962,215 09/30/04 874,675 952,078
8.75% Senior Subordinated Note due 2012 $ 1,281,112 09/30/04 1,281,112 1,281,112
Common Stock (B) 381,672 shs. 09/30/04 381,672 343,505
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 153,572 shs. 09/30/04 90,897 1,536
____________ ____________
2,628,356 2,578,231
____________ ____________
MEDASSIST, INC
A provider of patient eligibility and accounts receivable
management services to hospitals and physician practices.
12% Senior Subordinated Note due 2011 $ 2,125,000 05/01/03 2,090,947 2,188,750
8% Preferred Stock (B) 84 shs. 10/28/04 83,658 83,217
Common Stock (B) 26,185 shs. 10/02/04 35,088 35,821
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 83,214 shs. 05/01/03 40,675 113,836
____________ ____________
2,250,368 2,421,624
____________ ____________
MOSS, INC
A manufacturer and distributor of large display and
exhibit structures.
Senior Secured Floating Rate Revolving Note due 2007 $ 100,860 03/24/05 100,860 100,860
Senior Secured Floating Rate Tranche A Note due 2007 $ 850,741 09/21/00 850,741 850,741
12% Senior Secured Tranche B Note due 2008 $ 336,200 09/21/00 317,769 336,200
Limited Partnership Interest of Riverside Capital
Appreciation Fund I, L.P. (B) 37.37% int. * 311,481 389,333
Warrant, exercisable until 2008, to purchase
common stock at $100 per share (B) 463 shs. 09/21/00 40,344 19,235
____________ ____________
1,621,195 1,696,369
____________ ____________
MUSTANG VENTURES COMPANY
A natural gas gathering and processing operation located in
Oklahoma and Texas.
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 16,535 shs 12/11/02 493,501 853,474
____________ ____________
*09/20/00 and 05/23/02.
--------------------------------------------------------------------------------
14
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
NEFF MOTIVATION, INC
A manufacturer and distributor of customized awards and
sportswear to schools.
12.5% Senior Subordinated Note due 2011 $ 1,062,500 01/31/03 $ 909,562 $ 1,099,787
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 212 shs. 01/31/03 180,625 86,937
____________ ____________
1,090,187 1,186,724
____________ ____________
NONNI'S FOOD COMPANY
A producer and distributor of premium biscotti and bagel
chips in North America.
12.25% Senior Subordinated Note due 2012 $ 1,863,462 03/29/04 1,856,139 1,938,000
10% Preferred Stock (B) 255 shs. 03/29/04 255,083 263,462
Common Stock (B) 6,455 shs. 03/29/04 6,455 5,810
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 8,622 shs. 03/29/04 7,323 86
____________ ____________
2,125,000 2,207,358
____________ ____________
NPC, INC
A manufacturer of flexible connectors and equipment used
in the installation of sewers and storm drain pipelines.
Senior Secured Floating Rate Revolving Note due 2006 $ 326,398 06/25/99 326,398 321,878
Senior Secured Floating Rate Note due 2006 $ 1,881,992 06/25/99 1,881,966 1,854,833
12% Senior Secured Tranche B Note due 2007 $ 978,814 06/25/99 920,724 978,814
Limited Partnership Interest of Riverside XIII
Holding Company L.P. (B) 3.38% int. 06/11/99 296,883 221,438
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 201 shs. 06/25/99 142,373 2
____________ ____________
3,568,344 3,376,965
____________ ____________
NYLONCRAFT, INC
A supplier of engineered plastic components for the
automotive industry.
9% Senior Secured Note due 2009 $ 812,500 01/28/02 812,500 895,277
11.5% Senior Subordinated Note due 2012 $ 1,500,000 01/28/02 1,371,644 1,660,248
Common Stock (B) 312,500 shs. 01/28/02 312,500 326,250
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 243,223 shs. 01/28/02 162,045 251,736
____________ ____________
2,658,689 3,133,511
____________ ____________
OLYMPIC SALES, INC
A boat retailer in Washington state, Oregon, California
and British Columbia.
12% Senior Subordinated Note due 2006 $ 2,774,000 08/07/98 2,774,000 2,625,476
12% Senior Subordinated Note due 2008 $ 307,071 02/09/00 289,961 276,850
Limited Partnership Interest of Riverside VIII,
VIII-A and VIII-B Holding Company, L.P. (B) 1,531,250 uts. * 1,555,768 798,930
Warrants, exercisable until 2007 and 2008, to purchase
common stock at $.01 per share (B) 28,648 shs. ** 389,188 287
____________ ____________
5,008,917 3,701,543
____________ ____________
*08/07/98, 02/23/99, 12/22/99 and 02/25/03.
**08/07/98 and 02/09/00.
--------------------------------------------------------------------------------
15
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount 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 2008 $ 2,125,000 12/19/00 $ 1,964,093 $ 2,146,250
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 597,656
____________ ____________
2,229,718 2,743,906
____________ ____________
P H I HOLDING COMPANY A
retailer of mid-priced gift items, home and garden decor,
accessories and other similar consumer products.
12.5% Senior Subordinated Note due 2010 $ 2,125,000 10/25/02 1,870,015 2,125,000
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 351 shs. 10/25/02 296,747 702,360
____________ ____________
2,166,762 2,827,360
____________ ____________
PRECISION DYNAMICS, INC
A manufacturer of custom-designed solenoid valves
and controls.
Senior Secured Floating Rate Revolving Credit
Facility due 2005 $ 733,500 07/22/96 733,500 733,500
Senior Secured Floating Rate Term Note due 2005 $ 415,650 07/22/96 285,250 285,250
12% Senior Secured Term Note due 2005 $ 326,000 07/22/96 322,725 326,000
8% Preferred Stock (B) 438 shs. 07/22/96 232,046 232,046
Common Stock (B) 599 shs. 07/22/96 28,978 28,978
Warrant, exercisable until 2005, to purchase
common stock at $.01 per share (B) 322 shs. 07/22/96 97,800 3
____________ ____________
1,700,299 1,605,777
____________ ____________
PROCESS CHEMICALS LLC
A specialty chemical company that manufactures processed
chemicals for the fertilizer, asphalt and concrete industries.
Common Membership Interests 2 uts. * 4 288,000
____________ ____________
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 --
____________ ____________
PW EAGLE, INC. - O.T.C
An extruder of small and medium diameter plastic pipe
and tubing in the United States.
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 197,040 shs. 09/16/99 1 801,990
____________ ____________
*07/31/97 and 01/04/99.
**11/14/01 and 08/12/94.
--------------------------------------------------------------------------------
16
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake and
chassis products.
12% Senior Subordinated Note due 2012 $ 1,770,834 05/28/04 $ 1,418,559 $ 1,825,645
Common Stock (B) 354,166 shs. 05/28/04 354,166 318,749
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 377,719 shs. 05/28/04 377,719 3,777
____________ ____________
2,150,444 2,148,171
____________ ____________
QUALSERV CORPORATION
A provider of foodservice equipment and supplies, to
major restaurant chains and their franchisees.
14% Senior Subordinated Note due 2012 $ 1,874,561 07/09/04 1,837,637 1,778,988
Limited Partnership Interest (B) 9.26% int. 07/09/04 259,146 233,231
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 528 shs. 07/09/04 49,061 5
____________ ____________
2,145,844 2,012,224
____________ ____________
RIVER RANCH FRESH FOODS LLC
A supplier of fresh produce to the retail and foodservice
channels.
13% Senior Subordinated Note due 2011 $ 1,841,667 09/29/04 1,690,430 1,815,836
Limited Partnership Interest (B) 40,610 uts. 09/29/04 283,333 255,000
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,715 shs. 09/29/04 157,903 236
____________ ____________
2,131,666 2,071,072
____________ ____________
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 11/14/03 951,919 1,038,086
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 140 shs. 11/14/03 122,946 1
____________ ____________
1,074,865 1,038,087
____________ ____________
SAFETY SPEED CUT MANUFACTURING COMPANY, INC
A manufacturer of vertical panel saws and routers for the
wood working industry.
Senior Secured Floating Rate Tranche A Note due 2007 $ 1,271,984 06/02/99 1,154,207 1,154,207
12% Senior Secured Tranche B Note Due 2007 $ 1,130,652 06/02/99 1,130,652 1,130,652
Class B Common Stock (B) 1,480 shs. 06/02/99 256,212 508,125
____________ ____________
2,541,071 2,792,984
____________ ____________
SAVAGE SPORTS HOLDING, INC
A manufacturer of sporting firearms.
12% Senior Subordinated Note due 2012 $ 1,538,793 09/10/04 1,429,186 1,556,819
Common Stock (B) 586 shs. 09/10/04 586,207 527,589
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 134 shs. 09/10/04 113,578 1
____________ ____________
2,128,971 2,084,409
____________ ____________
--------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
SELIG ACQUISITION CORPORATION
A manufacturer of container sealing materials for bottles
used in consumer products.
12% Senior Subordinated Note due 2009 $ 2,125,000 06/13/02 $ 1,995,032 $ 2,163,250
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 2,011 shs. 06/13/02 182,023 593,157
____________ ____________
2,177,055 2,756,407
____________ ____________
SHELTER ACQUISITION, INC
A distributor of roofing supplies and products throughout
the Midwest.
12.5% Senior Subordinated Note due 2008 $ 1,517,857 08/01/02 1,373,689 1,548,214
Common Stock (B) 901,775 shs. * 901,775 811,598
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 263,444 shs. 08/01/02 216,446 2,634
____________ ____________
2,491,910 2,362,446
____________ ____________
SNYDER INDUSTRIES, INC
A manufacturer of proprietary rotationally molded
polyethylene containers.
12.25% Senior Subordinated Note due 2008 $ 3,125,000 12/06/99 2,877,199 3,125,000
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 513 shs. 12/06/99 426,136 160,441
____________ ____________
3,303,335 3,285,441
____________ ____________
SPECIALTY FOODS GROUP, INC
A manufacturer and distributor of branded meat products.
Limited Partnership Interest of MHD Holdings LLC (B) 1.43% int. 08/29/00 525,155 127,746
____________ ____________
STRATEGIC EQUIPMENT & SUPPLY CORPORATION, INC
A provider of kitchen and restaurant design, equipment
fabrication and installation services.
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 106,539 shs. 01/14/00 658,751 --
____________ ____________
SYNVENTIVE EQUITY LLC
A manufacturer of hot runner systems used in the plastic
injection molding process.
12% Senior Subordinated Note due 2007 $ 1,841,667 08/21/03 1,782,467 1,878,500
Limited Partnership Interest (B) 1.99% int. 08/20/03 283,333 1,257,999
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 86,780 shs. 08/21/03 85,000 385,303
____________ ____________
2,150,800 3,521,802
____________ ____________
*08/01/02, 01/17/03 and 12/31/04.
--------------------------------------------------------------------------------
18
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount 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.
Senior Secured Floating Rate Term A Note due 2010 $ 314,453 03/01/05 $ 314,453 $ 313,657
Senior Secured Floating Rate Term B Note due 2012 $ 369,141 03/01/05 369,141 367,929
12% Senior Subordinated Note due 2013 $ 1,025,391 03/01/05 969,230 1,011,022
Limited Partnership Interest of Saw Mill
Capital Fund V, L.P. (B) 412 uts. 03/01/05 412,207 370,989
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 65 shs. 03/01/05 56,171 1
____________ ____________
2,121,202 2,063,598
____________ ____________
THE TRANZONIC COMPANIES
A producer of commercial and industrial supplies, such as
safety products, janitorial supplies, work apparel,
washroom and restroom supplies and sanitary care products.
13% Senior Subordinated Note due 2009 $ 2,712,000 02/05/98 2,500,496 2,712,000
Common Stock (B) 630 shs. 02/04/98 630,000 534,477
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 444 shs. 02/05/98 368,832 376,675
____________ ____________
3,499,328 3,623,152
____________ ____________
TIDEWATER HOLDINGS, INC
An operator of a barge transportation line on the
Columbia/Snake River system.
17% Preferred Stock (B) 560 shs. 12/23/02 560,000 756,000
Convertible Preferred Stock, convertible into
common stock at $1,000 per share (B) 1,120 shs. 07/25/96 1,120,000 1,512,000
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 474 shs. 07/25/96 48,216 639,576
____________ ____________
1,728,216 2,907,576
____________ ____________
TOMAH HOLDINGS, INC
A manufacturer of specialty chemicals.
16% Senior Subordinated Note due 2011 $ 1,461,764 12/08/03 1,413,621 1,520,235
16% Preferred Stock Series A (B) 37 shs. 12/08/03 631,630 656,991
Common Stock (B) 5,269 shs. 12/08/03 131,471 118,323
____________ ____________
2,176,722 2,295,549
____________ ____________
TRONAIR, INC
A designer, engineer and manufacturer of ground support
equipment for the business, commuter and commercial
aviation markets.
10.5% Senior Secured Term Note due 2008 $ 1,184,565 01/20/00 1,184,565 1,211,159
12% Senior Subordinated Note due 2010 $ 1,326,500 01/20/00 1,266,417 1,375,072
Common Stock (B) 227,400 shs. 01/20/00 227,400 181,920
Warrant, exercisable until 2010, to purchase
common stock at $1 per share (B) 260,563 shs. 01/20/00 98,540 2,606
____________ ____________
2,776,922 2,770,757
____________ ____________
--------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
TRUSTILE DOORS, INC
A manufacturer and distributor of interior doors.
12.5% Senior Subordinated Note due 2010 $ 1,062,500 04/11/03 $ 985,043 $ 1,076,233
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 5,781 shs. 04/11/03 95,625 58
____________ ____________
1,080,668 1,076,291
____________ ____________
TUBULAR TEXTILE MACHINERY
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 $ 1,234,551 05/28/04 1,110,482 1,189,720
8.75% Senior Secured Note due 2011 $ 716,292 05/28/04 716,292 697,776
Common Stock (B) 674,157 shs. 05/28/04 674,157 505,618
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 203,912 shs. 05/28/04 130,789 2,039
____________ ____________
2,631,720 2,395,153
____________ ____________
TVI, INC
A retailer of used clothing in the United States, Canada
and Australia.
Common Stock (B) 354,167 shs. 05/02/00 354,167 414,375
____________ ____________
U S M HOLDINGS CORPORATION
A provider of facility maintenance services to retail and
corporate clients with multiple locations.
12% Senior Subordinated Note due 2011 $ 1,789,474 08/06/03 1,527,203 1,828,937
Preferred Stock (B) 3,345 shs. 08/06/03 334,494 334,495
Common Stock (B) 1,032 shs. 08/06/03 1,032 1,032
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 949 shs. 08/06/03 298,198 949
____________ ____________
2,160,927 2,165,413
____________ ____________
U-LINE CORPORATION
A manufacturer of high-end, built-in, undercounter
icemaking, wine storage and refrigeration appliances.
12.5% Senior Subordinated Note due 2012 $ 1,882,100 04/30/04 1,683,228 1,909,482
10% Junior Subordinated Note due 2012 $ 63,735 04/30/04 63,750 63,835
Common Stock (B) 182 shs. 04/30/04 182,200 163,980
Warrant, exercisable until 2012, to purchase
common stock at $1 per share (B) 230 shs. 04/30/04 211,736 2
____________ ____________
2,140,914 2,137,299
____________ ____________
VICTORY VENTURES LLC
An acquirer of controlling or substantial interests in
other entities.
Series A Preferred Units (B) 0.13% int. 12/02/96 1 2
____________ ____________
--------------------------------------------------------------------------------
20
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
VITALITY FOODSERVICE, INC
A non-carbonated beverage dispensing company focused
on the foodservice industry.
13% Senior Subordinated Note due 2011 $ 1,887,288 09/24/04 $ 1,708,635 $ 1,929,403
Common Stock (B) 23,771 shs. 09/24/04 237,710 213,939
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,787 shs. 09/24/04 186,883 238
____________ ____________
2,133,228 2,143,580
____________ ____________
VITEX PACKAGING GROUP, INC
A manufacturer of specialty packaging, primarily envelopes
and tags used on tea bags and medical and food products.
12.5% Senior Subordinated Note due 2012 $ 1,700,000 07/19/04 1,483,065 1,703,382
Limited Partnership Interest Class A (B) 414,375 uts. 07/19/04 414,375 372,938
Limited Partnership Interest Class B (B) 182,935 uts. 07/19/04 182,935 164,642
____________ ____________
2,080,375 2,240,962
____________ ____________
WALLS INDUSTRIES, INC
A provider of branded workwear and sporting goods apparel.
10% Senior Subordinated Lien Note due 2009 $ 1,006,579 07/12/04 1,006,579 992,710
14% Senior Subordinated Note due 2012 $ 1,048,440 07/12/04 1,041,026 1,028,730
Limited Partnership Interest (B) 0.40% int. 07/12/04 37,281 33,553
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 4,029 shs. 07/12/04 2,833 40
____________ ____________
2,087,719 2,055,033
____________ ____________
WASHINGTON INVENTORY SERVICES, INC
A provider of physical inventory taking and other
related services to retailers.
12.5% Senior Subordinated Note due 2011 $ 1,075,768 11/03/00 1,051,186 1,086,526
Senior Preferred Stock (B) 4,692 shs. 11/01/00 224,031 219,228
Class B Common Stock (B) 8,959 shs. 11/01/00 8,959 82,486
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 3,979 shs. 11/03/00 -- 36,599
____________ ____________
1,284,176 1,424,839
____________ ____________
WEASLER HOLDINGS LLC
A manufacturer of mechanical power transmission
components for the agricultural, lawn and turf industries.
Limited Partnership Interest (B) 1.55% int. 02/03/03 101,190 141,666
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 256 shs. 02/04/03 209,829 358,764
____________ ____________
311,019 500,430
____________ ____________
TOTAL PRIVATE PLACEMENT INVESTMENTS $157,477,161 $158,086,994
____________ ____________
--------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares or
Interest Due Principal
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Rate Date Amount Cost Fair Value
---- ---- ------ ---- ------------
RULE 144A SECURITIES - 6.81%:
BONDS - 6.45%
A E P Corporation 7.875% 03/15/13 $ 175,000 $ 175,000 $ 175,743
A E S Corporation 9.000 05/15/15 200,000 200,000 220,000
Activant Solutions, Inc. 9.010 04/01/10 825,000 825,000 841,500
Affinia Group, Inc. 9.000 11/30/14 460,000 460,000 425,500
BCP Caylux Holding Lux SCA 9.625 06/15/14 485,000 485,000 552,900
Blockbuster, Inc. 9.000 09/01/12 475,000 477,148 460,750
Bombardier, Inc. 6.300 05/01/14 1,000,000 890,000 840,000
C C O Holdings LLC 6.615 12/15/10 500,000 500,000 495,000
Cablevision Systems Corporation 6.669 04/01/09 1,000,000 1,000,000 1,060,000
Calpine Corporation 8.750 07/15/13 500,000 465,000 377,500
Charter Communications Op LLC 8.000 04/30/12 250,000 249,375 248,750
Douglas Dynamics LLC 7.750 01/15/12 630,000 634,113 617,400
GulfMark Offshore, Inc. 7.750 07/15/14 565,000 562,599 581,950
IAAI Finance Corporation 11.000 04/01/13 800,000 799,437 794,937
Intelsat Bermuda, Ltd. 8.250 01/15/13 500,000 500,000 505,000
Intelsat Bermuda, Ltd. 7.805 01/15/12 450,000 450,000 456,750
Interactive Health LLC 7.250 04/01/11 900,000 741,672 819,000
Jostens I H Corporation 7.625 10/01/12 750,000 750,000 742,500
Magnachip Semiconductor 8.000 12/15/14 100,000 100,000 102,250
Markwest Energy 6.875 11/01/14 475,000 475,000 475,000
Metaldyne Corporation 10.000 11/01/13 510,000 513,956 464,100
N R G Energy, Inc. 8.000 12/15/13 548,000 548,000 579,510
PQ Corporation 7.500 02/15/13 350,000 350,000 344,750
Siebe PLC 6.500 01/15/10 650,000 572,000 594,750
Tekni-Plex, Inc. 8.750 11/15/13 650,000 656,459 615,875
Texas Genco LLC 6.875 12/15/14 705,000 705,000 706,763
Universal City Florida 8.375 05/01/10 200,000 200,000 204,000
Universal City Florida 7.493 05/01/10 200,000 200,000 207,000
____________ ____________ ____________
TOTAL BONDS $ 14,853,000 14,484,759 14,509,178
____________ ____________ ____________
COMMON STOCK - 0.00%
Jordan Telecom Products (B) 70 $ 14,000 --
____________ ____________
TOTAL COMMON STOCK 14,000 --
____________ ____________
CONVERTIBLE BONDS - 0.36%
Cymer, Inc. 3.500% 02/15/09 850,000 850,000 801,125
____________ ____________ ____________
TOTAL CONVERTIBLE BONDS $ 850,000 850,000 801,125
____________ ____________ ____________
WARRANTS - 0.00%
Winsloew Furniture, Inc. (B) 900 $ 9 $ 14
____________ ____________
TOTAL WARRANTS 9 14
____________ ____________
TOTAL RULE 144A SECURITIES 15,348,768 15,310,317
____________ ____________
TOTAL CORPORATE RESTRICTED SECURITIES $172,825,929 $173,397,311
____________ ____________
--------------------------------------------------------------------------------
22
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Interest Due Principal
CORPORATE PUBLIC SECURITIES - 28.72%:(A) Rate Date Amount Cost Market Value
---- ---- ------ ---- ------------
BONDS - 25.47%
Abitibi-Consolidated, Inc. 7.750% 06/15/11 $ 1,000,000 $ 1,035,538 $ 980,000
Activant Solutions, Inc. 10.500 06/15/11 585,000 585,042 623,025
Aearo Co. 8.250 04/15/12 450,000 450,000 474,750
Alamosa Delaware, Inc. 11.000 07/31/10 325,000 330,128 369,688
Alamosa Delaware, Inc. 8.500 01/31/12 400,000 400,000 414,500
Alh Fin LLC/ALH Fin Corporation 8.500 01/15/13 475,000 472,625 463,125
Allied Waste NA 7.875 04/15/13 1,000,000 1,026,704 997,500
American Media Operation, Inc. 8.875 01/15/11 900,000 901,625 927,000
Appleton Papers Inc 8.125 06/15/11 300,000 300,000 309,750
Argo Tech Corporation 9.250 06/01/11 850,000 850,000 913,750
Bally Total Fitness Holding Corporation 9.875 10/15/07 135,000 128,925 114,075
C S C Holdings, Inc. 7.625 04/01/11 500,000 502,107 520,000
Cadmus Communications Corporation 8.375 06/15/14 750,000 750,000 783,750
Cenveo Corporation 7.875 12/01/13 1,100,000 1,100,000 981,750
Charter Comm Holdings LLC 10.000 04/01/09 1,000,000 815,000 810,000
Chemed Corporation 8.750 02/24/11 1,125,000 1,125,000 1,223,438
Chesapeake Energy Corporation 7.000 08/15/14 325,000 325,000 334,750
Cincinnati Bell, Inc. 8.375 01/15/14 1,100,000 1,007,500 1,083,500
Collins & Aikman Products Co. 10.750 12/31/11 1,000,000 1,026,879 822,500
Del Monte Corporation 8.625 12/15/12 225,000 225,000 243,563
Dollar Financial Group 9.750 11/15/11 600,000 600,000 639,000
Dominos, Inc. 8.250 07/01/11 292,000 289,892 305,140
Dynegy Holdings, Inc. 6.875 04/01/11 500,000 422,500 443,750
El Paso Corporation 7.875 06/15/12 300,000 303,622 298,500
Esterline Technologies 7.750 06/15/13 200,000 200,000 208,000
Flextronics Intl Ltd. 6.500 05/15/13 400,000 400,000 397,000
G F S I, Inc. 9.625 03/01/07 750,000 676,926 720,000
Gencorp, Inc. 9.500 08/15/13 259,000 259,000 288,785
General Motors Acceptance Corporation 7.750 01/19/10 1,000,000 1,064,301 960,496
General Nutrition Center 8.500 12/01/10 800,000 800,000 680,000
Goodyear Tire & Rubber Co. 7.857 08/15/11 650,000 607,750 627,250
Great Lakes Dredge & Dock Corporation 7.750 12/15/13 750,000 679,250 622,500
Houghton Mifflin Co. 9.875 02/01/13 1,000,000 1,054,319 1,030,000
Huntsman LLC 11.625 10/15/10 324,000 320,161 379,080
Interpool, Inc. 7.350 08/01/07 750,000 764,716 772,500
Koppers Inc. 9.875 10/15/13 700,000 700,000 780,500
Land O'Lakes, Inc. 9.000 12/15/10 750,000 750,000 810,000
Leucadia National Corporation 7.000 08/15/13 650,000 663,223 648,375
Liberty Media Corporation 5.700 05/15/13 1,000,000 951,610 942,530
Lodgenet Entertainment Corporation 9.500 06/15/13 425,000 425,000 463,250
Lyondell Chemical Co. 9.500 12/15/08 900,000 919,069 963,000
M C I, Inc. 8.735 05/01/14 500,000 452,500 550,000
M G M Mirage, Inc. 6.000 10/01/09 375,000 380,134 369,844
M S X International, Inc. 11.000 10/15/07 350,000 347,004 350,000
Majestic Star Casino LLC 9.500 10/15/10 500,000 500,000 523,125
Manitowoc Company, Inc. 7.125 11/01/13 200,000 200,000 206,000
Mediacom LLC 9.500 01/15/13 1,000,000 1,003,669 997,500
--------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares or
Interest Due Principal
CORPORATE PUBLIC SECURITIES (A) (CONTINUED) Rate Date Amount Cost Market Value
---- ---- ------ ---- ------------
Merrill Corporation 12.000% 05/01/09 $ 1,500,000 $ 1,586,039 $ 1,593,750
Metaldyne Corporation 11.000 06/15/12 750,000 601,250 607,500
Moog, Inc. 6.250 01/15/15 120,000 120,000 117,600
Mrs Fields Brands/Finance 11.500 03/15/11 750,000 713,710 750,000
Nalco Co. 7.750 11/15/11 500,000 500,000 520,000
National Wine & Spirit Inc. 10.125 01/15/09 500,000 485,250 500,000
Neff Corporation 10.250 06/01/08 170,000 168,063 149,600
North American Energy Partners 8.750 12/01/11 400,000 400,000 360,000
Numatics, Inc. 9.625 04/01/08 550,000 539,353 500,500
O E D Corp/Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 942,500
O M Group, Inc. 9.250 12/15/11 750,000 776,445 772,500
Offshore Logistics, Inc. 6.125 06/15/13 450,000 450,000 427,500
Pacific Energy Partners 7.125 06/15/14 500,000 504,341 517,500
Pinnacle Foods Group 8.250 12/01/13 450,000 450,000 384,750
Pliant Corporation 13.000 06/01/10 1,000,000 936,875 845,000
Pliant Corporation 0.000 06/15/09 875,000 770,993 787,500
Primedia, Inc. 8.000 05/15/13 1,000,000 1,027,158 1,020,000
Quintiles Transnational Corporation 10.000 10/01/13 500,000 500,000 562,500
Rayovac Corporation 8.500 10/01/13 200,000 200,000 206,000
Rent-A-Center, Inc. 7.500 05/01/10 400,000 400,000 398,000
Rent-Way, Inc. 11.875 06/15/10 800,000 844,813 886,000
Rhodia SA 10.250 06/01/10 800,000 828,263 872,000
Rhodia SA 8.875 06/01/11 500,000 499,668 486,250
Rogers Wireless, Inc. 7.250 12/15/12 165,000 165,000 168,300
Rogers Wireless, Inc. 8.000 12/15/12 165,000 165,000 169,538
Rogers Wireless, Inc. 7.500 03/15/15 120,000 120,000 123,900
Sea Containers Ltd 10.500 05/15/12 785,000 765,961 848,778
Service Corporation International 6.000 12/15/05 41,000 41,138 41,000
Sheridan Acquisition Corp. 10.250 08/15/11 375,000 370,001 398,438
Ship Finance Intl Ltd 8.500 12/15/13 750,000 750,000 742,500
Sports Club Co. 11.375 03/15/06 150,000 145,500 147,750
Stanadyne Corporation 10.000 08/15/14 1,500,000 1,500,000 1,545,000
Tekni-Plex, Inc. 12.750 06/15/10 1,000,000 960,125 835,000
Telex Communications, Inc. 11.500 10/15/08 500,000 500,000 547,500
Telex Communications, Inc. 0.000 01/15/09 471,915 206,820 283,149
Tenet Healthcare Corporation 6.375 12/01/11 500,000 482,500 461,250
Tenet Healthcare Corporation 9.875 07/01/14 500,000 488,370 520,000
Thermadyne Holdings Corporation 9.250 02/01/14 1,000,000 986,250 960,000
Triton P C S, Inc. 8.500 06/01/13 550,000 550,000 506,000
United Rentals, Inc. 7.750 11/15/13 625,000 625,000 606,250
United Rentals, Inc. 7.000 02/15/14 500,000 500,000 457,500
Utilicorp United, Inc. 9.950 02/01/11 1,000,000 1,103,761 1,120,000
Vicorp Restaurants Inc 10.500 04/15/11 600,000 592,746 612,000
Vought Aircraft Industries 8.000 07/15/11 1,000,000 1,000,883 985,000
Warner Music Group 7.375 04/15/14 275,000 275,000 283,250
Williams Scotsman, Inc. 9.875 06/01/07 500,000 492,500 497,500
Wornick Co. 10.875 07/15/11 750,000 750,000 783,750
____________ ____________ ____________
TOTAL BONDS $ 57,757,915 56,916,455 57,216,842
____________ ____________ ____________
--------------------------------------------------------------------------------
24
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Shares or
Interest Due Principal
CORPORATE PUBLIC SECURITIES (A) (CONTINUED) Rate Date Amount Cost Market Value
---- ---- ------ ---- ------------
COMMON STOCK - 2.81%
Dolby Laboratories, Inc. (B) 100 $ 1,800 $ 2,350
H C I Direct, Inc. (B) 1,000 -- --
PepsiAmericas, Inc. 92,145 2,006,365 2,088,006
Rent-Way, Inc. (B) 92,866 916,263 761,501
Shamir Optical Industry Ltd (B) 3,300 46,200 50,985
Supreme Industries, Inc. 115,723 267,326 725,580
Telex Communications, Inc. (B) 18,196 8 18,196
Transmontaigne, Inc. (B) 333,326 1,109,177 2,666,608
------------ ------------
TOTAL COMMON STOCK 4,347,139 6,313,226
------------ ------------
CONVERTIBLE BONDS - 0.44%
Leucadia National Corporation 3.750% 04/15/14 $ 1,000,000 $ 1,000,000 $ 987,500
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS $ 1,000,000 1,000,000 987,500
============ ------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 62,263,594 $ 64,517,568
------------ ------------
Interest Due Principal
SHORT-TERM SECURITIES: Rate/Yield Date Amount Cost Market Value
---------- ---- ------ ---- ------------
COMMERCIAL PAPER - 4.25%
Alcoa, Inc. 2.840% 04/07/05 $ 3,577,000 $ 3,575,307 $ 3,575,307
Baxter International, Inc. 2.810 04/01/05 3,000,000 3,000,000 3,000,000
Baxter International, Inc. 2.820 04/05/05 791,000 790,752 790,752
Countrywide Home Loans, Inc. 2.850 04/04/05 2,175,000 2,174,483 2,174,483
------------ ------------ ------------
TOTAL SHORT-TERM SECURITIES $ 9,543,000 $ 9,540,542 $ 9,540,542
============ ------------ ------------
TOTAL INVESTMENTS 110.13% $244,630,065 $247,455,421
============ ------------
Other Assets 3.89 8,729,019
Liabilities (14.02) (31,498,392)
------ ------------
TOTAL NET ASSETS 100.00% $224,686,048
====== ============
(A) In each of the convertible note, warrant, convertible preferred and common
stock investments, the issuer has agreed to provide certain registration
rights.
(B) Non-income producing security.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: Market Value INDUSTRY CLASSIFICATION:(CONT.) Market Value
-------------- --------------
AEROSPACE - 1.31% BUILDINGS & REAL ESTATE - 5.09%
Argo Tech Corporation $ 913,750 A W C Holding Company $ 2,159,297
Bombardier, Inc. 840,000 Adorn, Inc. 2,430,290
Esterline Technologies 208,000 Eagle Window & Door Holding Co. 3,406,851
Vought Aircraft Industries 985,000 Shelter Acquisition, Inc. 2,362,446
-------------- TruStile Doors, Inc. 1,076,291
2,946,750 --------------
-------------- 11,435,175
AUTOMOBILE - 8.28% --------------
America's Body Company, Inc./LCP Holding Co. 3,500,002 CARGO TRANSPORT - 2.72%
Collins & Aikman Products Co. 822,500 Kenan-Advantage Transport Company 2,467,787
Gencorp, Inc. 288,785 Ship Finance International Ltd. 742,500
Goodyear Tire & Rubber Co. 627,250 Tidewater Holdings, Inc. 2,907,576
Jason, Inc. 1,947,855 --------------
LIH Investors, L.P. 5,064,974 6,117,863
Metaldyne Corporation 1,071,600 --------------
Nyloncraft, Inc. 3,133,511 CHEMICAL, PLASTICS & RUBBER - 3.19%
Qualis Automotive LLC 2,148,171 Capital Specialty Plastics, Inc. 503
Tenneco Automotive, Inc. -- Huntsman LLC 379,080
-------------- Koppers Inc. 780,500
18,604,648 Lyondell Chemical Co. 963,000
-------------- O M Group, Inc. 772,500
BEVERAGE, DRUG & FOOD - 6.16% PQ Corporation 344,750
Beta Brands Ltd -- Process Chemicals LLC 288,000
Cains Foods, L.P. 500,619 Rhodia SA 1,358,250
Del Monte Corporation 243,563 Tomah Holdings, Inc. 2,295,549
Dominos, Inc. 305,140 --------------
Eagle Pack Pet Foods, Inc. 1,060,221 7,182,132
Land O' Lakes, Inc. 810,000 --------------
National Wine & Spirit Inc. 500,000 CONSUMER PRODUCTS - 8.27%
Nonni's Food Company, Inc. 2,207,358 Alh Fin LLC / ALH Fin Corporation 463,125
PepsiAmericas, Inc. 2,088,006 Appleton Papers, Inc. 309,750
Pinnacle Foods Holdings 384,750 Augusta Sportswear Holding Co. 2,135,265
River Ranch Fresh Foods LLC 2,071,072 Colibri Holdings Corporation 1,914,171
Specialty Foods Group, Inc. 127,746 Euro-Pro Corporation 1,684,256
Vicorp Restaurants, Inc. 612,000 G F S I, Inc. 720,000
Vitality Foodservice, Inc. 2,143,580 H C I Direct, Inc. --
Wornick Co. 783,750 Maverick Acquisition Company 1,170,695
-------------- Neff Motivation, Inc. 1,186,724
13,837,805 Rayovac Corporation 206,000
-------------- Royal Baths Manufacturing Company 1,038,087
BROADCASTING & Savage Sports Holding, Inc. 2,084,409
ENTERTAINMENT - 2.90% The Tranzonic Companies 3,623,152
C C O Holdings LLC 495,000 Walls Industries, Inc. 2,055,033
C S C Holdings, Inc. 520,000 Winsloew Furniture, Inc. 14
Cablevision Systems Corporation 1,060,000 --------------
Cenveo Corporation 981,750 18,590,681
Charter Communications Holdings LLC 810,000 --------------
Charter Communications Op LLC 248,750 CONTAINERS, PACKAGING & GLASS - 6.73%
Liberty Media Corporation 942,530 A E P Industries, Inc. 175,743
Lodgenet Entertainment Corporation 463,250 Paradigm Packaging, Inc. 2,743,906
Mediacom LLC 997,500 Pliant Corporation 1,632,500
-------------- Sea Containers Ltd. 848,778
6,518,780 Selig Acquisition Corporation 2,756,407
-------------- Snyder Industries, Inc. 3,285,441
Tekni-Plex, Inc. 1,450,875
Vitex Packaging, Inc. 2,240,962
--------------
15,134,612
--------------
--------------------------------------------------------------------------------
26
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: (CONT.) Market Value INDUSTRY CLASSIFICATION:(CONT.) Market Value
-------------- --------------
DISTRIBUTION - 4.52% FARMING & AGRICULTURE - 0.00%
Affinia Group, Inc. $ 425,500 Protein Genetics, Inc. $ --
Brampton Fastener Co. Ltd 1,685,031 --------------
Corvest Group, Inc. 3,712,360 FINANCIAL SERVICES - 2.60%
G C-Sun Holdings L.P. -- BCP Caylux Holding Lux SCA 552,900
Kele and Associates, Inc. 2,322,977 Dollar Financial Group 639,000
QualServ Corporation 2,012,224 East River Ventures I, L.P. 27,300
Strategic Equipment & Supply Corporation, Inc. -- General Motors Acceptance Corporation 960,496
-------------- Highgate Capital LLC 2,723
10,158,092 Interpool, Inc. 772,500
-------------- Leucadia National Corporation 1,635,875
DIVERSIFIED/CONGLOMERATE, Mrs. Fields Brands / Finance 750,000
MANUFACTURING - 3.31% Victory Ventures LLC 2
Activant Solutions Inc 1,464,525 Williams Scotsman, Inc. 497,500
Coining of America LLC 1,927,163 --------------
Dexter Magnetics Technologies, Inc. 1,096,545 5,838,296
Douglas Dynamics LLC 617,400 --------------
Evans Consoles, Inc. 136,608 HEALTHCARE, EDUCATION
Great Lakes Dredge & Dock Corp 622,500 & CHILDCARE - 4.23%
Justrite Manufacturing Acquisition Co. 1,581,968 A T I Acquisition Company 2,014,237
-------------- American Hospice Management Holding LLC 2,655,422
7,446,709 Interactive Health LLC 819,000
-------------- MedAssist, Inc. 2,421,624
DIVERSIFIED/CONGLOMERATE, Quintiles Transnational Corporation 562,500
SERVICE - 7.69% Shamir Optical Industry Ltd. 50,985
Abitibi-Consolidated, Inc. 980,000 Tenet Healthcare Corporation 981,250
Allied Waste NA 997,500 --------------
CapeSuccess LLC 5,862 9,505,018
Chemed Corporation 2,753,038 --------------
Diversco, Inc./DHI Holdings, Inc. 2,088,103 HOME & OFFICE FURNISHINGS,
Dwyer Group, Inc. 2,530,131 HOUSEWARES, AND DURABLE
Keystone North America, Inc. 298,249 CONSUMER PRODUCTS - 3.30%
Lancaster Laboratories, Inc. 1,530,147 Connor Sport Court International, Inc. 2,135,794
Moss, Inc. 1,696,369 Home Decor Holding Company 2,131,628
M S X International, Inc. 350,000 Hussey Seating Corporation 1,002,491
Service Corporation International 41,000 U-Line Corporation 2,137,299
U S M Holdings Corporation 2,165,413 --------------
Universal City Florida 411,000 7,407,212
Washington Inventory Services, Inc. 1,424,839 --------------
-------------- LEISURE, AMUSEMENT,
17,271,651 ENTERTAINMENT - 1.68%
-------------- Bally Total Fitness Holding Corp 114,075
ELECTRONICS - 2.95% Keepsake Quilting, Inc. 1,542,247
A E S Corporation 220,000 M G M Mirage, Inc. 369,844
Calpine Corporation 377,500 Majestic Star Casino LLC 523,125
Directed Electronics, Inc. 2,143,425 O E D Corp/Diamond Jo Company Guarantee 942,500
Flextronics International Ltd. 397,000 Warner Music Group 283,250
N R G Energy, Inc. 579,510 --------------
Precision Dynamics, Inc. 1,605,777 3,775,041
Siebe PLC 594,750 --------------
Texas Genco LLC 706,763
--------------
6,624,725
--------------
--------------------------------------------------------------------------------
27
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
March 31, 2005
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: (CONT.) Market Value INDUSTRY CLASSIFICATION:(CONT.) Market Value
-------------- --------------
MACHINERY - 11.63% RETAIL STORES - 5.47%
Aearo Co. $ 474,750 Blockbuster, Inc. $ 460,750
C & M Conveyor, Inc. 2,115,055 General Nutrition Center 680,000
Integration Technology Systems, Inc. 1,592,468 IAAI Finance Corporation 794,937
Manitowoc Company, Inc. 206,000 Neff Corporation 149,600
Maxon Corporation 2,578,231 Olympic Sales, Inc. 3,701,543
N P C, Inc. 3,376,965 P H I Holding Company 2,827,360
Numatics, Inc. 500,500 Rent-A-Center, Inc. 398,000
P W Eagle, Inc. 801,990 Rent-Way, Inc. 1,647,501
Safety Speed Cut Manufacturing Company, Inc. 2,792,984 Sports Club Co. 147,750
Stanadyne Corporation 1,545,000 TVI, Inc. 414,375
Synventive Equity LLC 3,521,802 United Rentals, Inc. 1,063,750
Thermadyne Holdings Corporation 960,000 --------------
Tronair, Inc. 2,770,757 12,285,566
Tubular Textile Machinery 2,395,153 --------------
Weasler Holdings LLC 500,430 TECHNOLOGY - 0.60%
-------------- Cymer, Inc. 801,125
26,132,085 Delstar Holding Corporation 441,596
-------------- Dolby Laboratories, Inc. 2,350
MEDICAL DEVICES/BIOTECH - 2.44% Magnachip Semiconductor 102,250
Bausch & Lomb, Inc. --------------
Beacon Medical Products, Inc. 2,063,691 1,347,321
Coeur, Inc. 1,179,649 --------------
E X C Acquisition Corporation 2,243,549 TELECOMMUNICATIONS - 2.31%
-------------- Alamosa Delaware, Inc. 784,188
5,486,889 Cincinnati Bell, Inc. 1,083,500
-------------- Intelsat Bermuda, Ltd. 961,750
MINING, STEEL, IRON Jordan Telecom Products --
& NON PRECIOUS METALS - 0.05% MCI, Inc. 550,000
Better Minerals & Aggregates 108,991 Rogers Wireless, Inc. 461,738
-------------- Telex Communications, Inc. 848,845
OIL AND GAS - 3.08% Triton P C S, Inc. 506,000
Chesapeake Energy Corporation 334,750 --------------
Dynegy Holdings, Inc. 443,750 5,196,021
GulfMark Offshore, Inc. 581,950 --------------
Mustang Ventures Company 853,474 UTILITIES - 1.13%
North American Energy Partners 360,000 Bill Barrett Corporation
Offshore Logistics, Inc. 427,500 El Paso Corporation 298,500
Pacific Energy Partners 517,500 Markwest Energy 475,000
Supreme Industries, Inc. 725,580 Moog, Inc. 117,600
Transmontaigne, Inc. 2,666,608 Nalco Co. 520,000
-------------- Utilicorp United, Inc. 1,120,000
6,911,112 --------------
-------------- 2,531,100
PHARMACEUTICALS - 0.43% --------------
Enzymatic Therapy, Inc. 961,568 WASTE MANAGEMENT/
-------------- POLLUTION - 0.92%
PUBLISHING/PRINTING - 2.90% Terra Renewal Services, Inc. 2,063,598
American Media Operation, Inc. 927,000 --------------
Cadmus Communications Corporation 783,750 TOTAL CORPORATE RESTRICTED
Houghton Mifflin Co. 1,030,000 AND PUBLIC SECURITIES - 105.89% $ 237,914,879
Jostens I H Corporation 742,500 ==============
Merrill Corporation 1,593,750
Primedia, Inc. 1,020,000
Sheridan Acquisition Corporation 398,438
--------------
6,495,438
--------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL CORPORATE INVESTORS
(UNAUDITED)
1. HISTORY
MassMutual Corporate Investors (the "Trust") commenced operations in 1971
as a Delaware corporation. Pursuant to an Agreement and Plan of
Reorganization dated November 14, 1985, approved by shareholders, the Trust
was reorganized as a Massachusetts business trust under the laws of the
Commonwealth of Massachusetts, effective November 28, 1985. The Trust is a
closed-end management investment company. Babson Capital Management LLC,
formerly David L. Babson & Company Inc. ("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 while providing an opportunity for capital gains,
by investing primarily in a portfolio of privately placed below-investment
grade, long term corporate debt obligations with equity features, such as
warrants, conversions rights or other equity features and, occasionally,
preferred stocks.
On January 27,1998, the Board of Trustees authorized the formation of a
wholly-owned subsidiary of the Trust ("MMCI Subsidiary Trust") for the
purpose of holding certain investments. The results of MMCI Subsidiary
Trust are included in the accompanying consolidated financial statements.
Footnote 2-D, below discusses the Federal tax consequences of the MMCI
Subsidiary Trust.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Trust in the preparation of 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, absent an exemption from
registration, restricted securities can be sold only in a public offering
for which a registration statement is in effect under the Securities Act of
1933.
The value of restricted securities, and of any other assets for which there
are no reliable market quotations, is the fair value as determined in good
faith by the Trust's Board of Trustees (the "Trustees"). Each restricted
security is valued by the Trustees at the time of the acquisition thereof
and at least quarterly thereafter. The Trustees have established guidelines
to aid in the valuation of each security. Generally, restricted securities
are initially valued at cost or less at the time of acquisition by the
Trust. Values greater or less than cost are used thereafter for restricted
securities in appropriate circumstances. Among the factors ordinarily
considered are the existence of restrictions upon the sale of the security
by the Trust; an estimate of the existence and extent of a market for the
security; the extent of any discount at which the security was acquired;
the estimated period of time during which the security will not be freely
marketable; the estimated expenses of registering or otherwise qualifying
the security for public sale; estimated underwriting commissions if
underwriting would be required to effect a sale; in the case of a
convertible security, whether or not it would trade on the basis of its
stock equivalent; in the case of a debt obligation which would trade
independently of any equity equivalent, the current yields on comparable
securities; the estimated amount of the floating supply of such securities
available for purchase; the proportion of the issue held by the Trust;
changes in the financial condition and prospects of the issuer; the
existence of merger proposals or tender offers affecting the issuer; and
any other factors affecting fair value, all in accordance with the
Investment Company Act of 1940. In making valuations, opinions of counsel
may be relied upon as to whether or not securities are restricted
securities and as to the legal requirements for public sale.
When market quotations are readily available for unrestricted securities of
an issuer, restricted securities of the same class are generally valued at
a discount from the market price of such unrestricted securities. The
Trustees, however, consider all factors in fixing any discount, including
the filing of a registration statement for such securities under the
Securities Act of 1933 and any other developments which are likely to
increase the probability that the securities may be publicly sold by the
Trust without restriction.
The Trust's Board of Trustees meets at least once in each quarter to value
the Trust's portfolio securities as of the close of business on the last
business day of the preceding quarter. This valuation requires the approval
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust or of Babson Capital,
the Trust's investment adviser. 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.
--------------------------------------------------------------------------------
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL CORPORATE INVESTORS
(CONTINUED)
The consolidated financial statements include private placement restricted
securities valued at $158,086,994 (70.36% of net assets) as of March 31,
2005 whose values have been determined by the Board of Trustees in the
absence of readily ascertainable market values. Due to the inherent
uncertainty of valuation, those estimated values may differ significantly
from the values that would have been used had a ready market for the
securities existed, and the differences could be material.
The values for corporate public securities are stated at the last reported
sales price or at prices based upon quotations obtained from brokers and
dealers as of March 31, 2005, 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. The Trust does not accrue income when payment is
delinquent and when management believes payment is questionable.
The Trust has elected to accrue, for financial reporting purposes, certain
premiums and discounts which are required to be accrued for federal income
tax purposes. 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:
No provision for federal taxes on net investment income and short-term
capital gains is considered necessary because the Trust has elected to be
taxed as a "regulated investment company" under the Internal Revenue Code,
and intends to maintain this qualification and to distribute substantially
all of its net taxable income to its shareholders. In any year when net
long-term capital gains are realized by the Trust, management, after
evaluating the prevailing economic conditions, will recommend to the
Trustees either to designate the net realized long-term gains as
undistributed and to pay the federal capital gains taxes thereon or to
distribute all or a portion of such net gains.
The Trust is taxed as a regulated investment company and is therefore
limited as to the amount of non-qualified income that it may receive as the
result of operating a trade or business, e.g. the Trust's PRO RATA share of
income allocable to the Trust by a partnership operating company. The
Trust's violation of this limitation could result in the loss of its status
as a regulated investment company, thereby subjecting all of its net income
and capital gains to corporate taxes prior to distribution to its
shareholders. The Trust, from time-to-time, identifies investment
opportunities in the securities of entities that could cause such trade or
business income to be allocable to the Trust. The MMCI Subsidiary Trust
(described in Footnote 1, above) was formed in order to allow investment in
such securities without adversely affecting the Trust's status as a
regulated investment company.
The MMCI Subsidiary Trust is not taxed as a regulated investment company.
Accordingly, prior to the Trust receiving any distributions from the MMCI
Subsidiary Trust, all of the MMCI Subsidiary Trust's taxable income and
realized gains, including non-qualified income and realized gains, is
subject to taxation at prevailing corporate tax rates. For the three months
ended March 31, 2005 the MMCI Subsidiary Trust has accrued tax expense on
net realized and unrealized gains of $183,416 and $501,737, respectively.
E. DISTRIBUTIONS TO SHAREHOLDERS:
The Trust records distributions to shareholders from net investment income
and net realized gains, if any, on the exdividend date. The Trusts net
investment income dividend is declared four times per year, in April, July,
October and December. The Trusts net realized capital gain distribution, if
any, is declared in December.
3. INVESTMENT SERVICES FEE
Under an Investment Services Contract with the Trust dated July 1, 1988
(the "Contract"), Babson Capital has agreed to use its best efforts to
present to the Trust a continuing and suitable investment program
consistent with the investment objectives and policies of the Trust. Babson
Capital has further agreed that it will request each issuer of securities,
which MassMutual is prepared to purchase in a negotiated private placement,
and which would be consistent with the investment objectives and policies
of the Trust, to also offer such
--------------------------------------------------------------------------------
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL CORPORATE INVESTORS
(CONTINUED)
securities to the Trust. Babson Capital will use its best efforts to insure
that issuers accede to such requests. MassMutual has agreed that, subject
to such orders of the Securities and Exchange Commission ("SEC") as may
apply, it will invest concurrently with the Trust in any such investment.
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 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.
Under the Contract, the Trust pays Babson Capital a quarterly base rate
(the "Base Fee Rate") of 5/16 of 1% of the value of the Trust's net assets
as of the end of each fiscal quarter, approximately equivalent to 1.25% of
the net asset value of the Trust on an annual basis, plus or minus a
quarterly performance adjustment (the "Performance Adjustment") of up to
1/16 of 1% of net asset value, approximately equivalent to plus or minus
0.25% on an annual basis.
The Performance Adjustment is based on the Trust's performance as compared
to a benchmark rate of return (the "Target Rate") equal to 5.0 percentage
points plus an unweighted, arithmetic average of the rates of return of the
Standard & Poor's Industrials Composite (formerly called the Standard &
Poor's Industrial Price Index) and the Lehman Brothers Intermediate U.S.
Credit Index (formerly called the Lehman Brothers Corporate Bond Index)
over a rolling three-year period (the "Measurement Period") comprising the
twelve quarters ending on the last day of each quarter (the "Valuation
Date"). The Standard & Poor's Industrials Composite is not readily
available to the general public. Babson Capital obtains the information for
this index from Factset Research Systems. The three-year annualized return
for the Standard & Poor's Industrials Composite for the three months ended
March 31, 2005 was 2.49%. The Performance Adjustment is equal to 5% of the
difference between the Trust's actual rate of return over the Measurement
Period and the Target Rate. If the Trust's actual rate of return exceeds
the Target Rate, the Base Fee Rate is increased by an amount equal to the
Performance Adjustment; if the Trust's actual rate of return is less than
the Target Rate, the Base Fee Rate is reduced by the Performance
Adjustment. Under the Contract, the advisory fee payable by the Trust is
equal to the Base Fee Rate (as adjusted by the Performance Adjustment)
times the net asset value of the Trust as of the Valuation Date.
In connection with a nationwide sweep examination of investment companies
having performance fees conducted by the staff of the Fort Worth, Texas
regional office of the SEC, the Trust recently received a deficiency letter
stating that the SEC staff interprets Section 205 of the Investment
Advisers Act of 1940 and the rules promulgated thereunder in a way that is
inconsistent with the methodology for calculating the Performance
Adjustment set forth in the Contract. Retroactive adjustment to the
calculation methodology for the period since July 1, 1988 (the period
during which the Performance Adjustment has been in effect) using the
staff's methodology would result in a reduction in aggregate investment
advisory fees for that period. As a result, Babson Capital reduced its
investment advisory fee for the quarters ended December 31, 2004 and March
31, 2005 by an aggregate amount of $269,788 ($176,223 for the quarter ended
December 31, 2004 and $93,565 for the quarter ended March 31, 2005), which
represented the excess of the aggregate investment advisory fee calculated
total under the Contract for the period from July 1, 1988 through March 31,
2005, over the fee calculated using the methodology identi- fied by the SEC
staff, together with interest. Babson Capital has also agreed to waive, for
each quarter beginning July 1, 2004, the amount, if any, by which (A) the
investment advisory fee calculated in the manner described in the Contract
exceeds (B) the sum of (i) 5/16 of 1% times the ending net asset value for
that quarter plus or minus (ii) the Performance Adjustment applied against
the average quarter end net assets for the Trust for the twelve-quarter
period ending on such quarter, which is consistent with the methodology
identified by the SEC staff.
The Performance Adjustment for the three months ended March 31, 2005 was:
PERFORMANCE
ADJUSTMENT AMOUNT
----------- ----------
March 31, 2005 0.0625% $122,255*
*Net of fee waiver of $18,048 as described above.
At a Board of Trustees meeting held on April 22, 2005, the Board approved,
and recommended that shareholders approve, a new proposed investment
services contract between the Trust and Babson Capital with a quarterly
investment advisory fee of 0.3125% of the net asset value of the Trust each
quarter, which is approximately equal to 1.25% annually, with no
performance adjustment. The proposed new contract requires the approval of
a majority of the Trust's shareholders at a Special Meeting of Shareholders
to be held on August 8, 2005 and, if approved, would go into effect on
October 1, 2005 (or the first day of the first quarter following
shareholder approval). The new contract provides that for its first
eighteen months, the management fee cannot exceed the amount that Babson
Capital is being paid under the Trust's existing investment advisory
arrangements.
--------------------------------------------------------------------------------
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL CORPORATE INVESTORS
(CONTINUED)
4. SENIOR SECURED INDEBTEDNESS A. NOTE PAYABLE
MassMutual holds the Trust's $20,000,000 Senior Fixed Rate Convertible Note
(the "Note") issued by the Trust in 1995. The Note, as amended, is due
November 15, 2007 and accrues at 7.39% per annum. MassMutual, at its
option, can convert the principal amount of the Note into common shares.
The dollar amount of principal would be converted into an equivalent dollar
amount of common shares based upon the average price of the common shares
for ten business days prior to the notice of conversion. For the three
months ended March 31, 2005, the Trust incurred total interest expense on
the Note of $369,500. The Trust may redeem the Note, in whole or in part,
at the principal amount proposed to be redeemed together with the accrued
and unpaid interest thereon through the redemption date plus the Make Whole
Premium. The Make Whole Premium equals the excess of (i) the present value
of the scheduled payments of principal and interest which the Trust would
have paid but for the proposed redemption, discounted at the rate of
interest of U.S. Treasury obligations whose maturity approximates that of
the Note plus 0.50% over (ii) the principal of the Notes proposed to be
redeemed.
B. REVOLVING CREDIT AGREEMENT
The Trust entered into a Revolving Credit Agreement with Fleet National
Bank as of June 29, 2000, in the principal amount of $25,000,000, maturing
on May 31, 2005. The interest rate on the outstanding revolving loan is
determined for periods of one, three or six months (as selected by the
Trust) and is set at an annual rate equal to LIBOR (London Interbank
Offered Rate) plus 0.37%. The Trust also agreed to pay an upfront fee equal
to 0.10% on the total commitment. The facility fee is 0.15% per annum of
the total commitment.
As of March 31, 2005, there was $9,000,000 in outstanding loans against the
Revolver and the average rate of interest attributable to the Revolver was
3.10%. For the three months ended March 31, 2005, the Trust incurred total
interest expense on the Revolver of $63,077, plus $9,247 related to the
undrawn portion.
5. PURCHASES AND SALES OF INVESTMENTS
FOR THE THREE MONTHS
ENDED 3/31/2005
COST OF PROCEEDS FROM
INVESTMENTS SALES OR
ACQUIRED MATURITIES
------------ ------------
Corporate restricted securities $ 18,777,930 $ 24,215,765
Corporate public securities 4,444,622 8,142,080
Short-term securities 176,821,906 169,583,911
The aggregate cost of investments was substantially the same for financial
reporting and federal income tax purposes as of March 31, 2005. The net
unrealized appreciation of investments for financial reporting and federal
tax purposes as of March 31, 2005 is $2,323,619 and consists of $24,785,992
appreciation and $22,462,373 depreciation.
6. CONTINGENCIES
The Trust, together with other investors including MassMutual, is a
plaintiff in litigation related to private placement investments made by
the Trust in Sharp International Corporation ("Sharp"). Three managing
shareholders of Sharp, which is currently being liquidated in a Chapter 11
proceeding, have pleaded guilty to criminal fraud charges. A civil lawsuit
was brought by the Trust and the other investors in New York state court to
recover damages for lost investment funds from Sharp's auditors. A
settlement of the lawsuit against Sharp's auditors has been agreed to by
the parties to this lawsuit, including the Trust, subject to state court
approval. Under the terms of the settlement agreement, the Trust will
recover all legal fees it incurred to prosecute the lawsuit, as well as
additional amounts. A related lawsuit brought by the Trustee of the Sharp
bankruptcy estate against Sharp's auditors on behalf of unsecured creditors
including the Trust has also been settled, subject to approval by the U.S.
Bankruptcy Court. If this settlement is approved by the Bankruptcy Court,
as expected, the Trust will receive its pro rata share of the settlement
proceeds distributed by the Bankruptcy Trustee to Sharp's unsecured
creditors. Total net proceeds to be distributed to the Trust as a result of
the settlement of these two lawsuits against Sharp's auditors are expected
to be approximately $1,400,000, subject to Bankruptcy Court approval and
final adjustments related to litigation costs.
--------------------------------------------------------------------------------
32
TRUSTEES OFFICERS
-------- --------
DONALD E. BENSON* STUART H. REESE CHAIRMAN
DONALD GLICKMAN ROGER W. CRANDALL PRESIDENT
MARTIN T. HART* CHARLES C. MCCOBB, JR. VICE PRESIDENT &
ROBERT E. JOYAL CHIEF FINANCIAL
STEVEN A. KANDARIAN OFFICER
JACK A. LAUGHERY [LOGO] STEPHEN L. KUHN VICE PRESIDENT &
CORINE T. NORGAARD* SECRETARY
STUART H. REESE MICHAEL P. HERMSEN VICE PRESIDENT
MARY WILSON KIBBE VICE PRESIDENT
MICHAEL L. KLOFAS VICE PRESIDENT
CLIFFORD M. NOREEN VICE PRESIDENT
RICHARD E. SPENCER, II VICE PRESIDENT
JAMES M. ROY TREASURER
JOHN T. DAVITT, JR. COMPTROLLER
MARY ELLEN WESNESKI CHIEF COMPLIANCE
OFFICER
*MEMBER OF THE AUDIT COMMITTEE
DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN
MassMutual Corporate Investors offers a Dividend Reinvestment and Share Purchase
Plan. The Plan provides a simple way for shareholders to add to their holdings
in the Trust through the receipt of dividend shares issued by the Trust or
through the reinvestment of cash dividends in Trust shares purchased in the open
market. 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.
Whenever the Trust declares a dividend payable in cash or shares, the Transfer
Agent, acting on behalf of each participating shareholder, will take the
dividend in shares only if the net asset value is lower than the market price
plus an estimated brokerage commission as of the close of business on the
valuation day. The valuation day is the last day preceding the day of dividend
payment. When the dividend is to be taken in shares, the number of shares to be
received is determined by dividing the cash dividend by the net asset value as
of the close of business on the valuation date or, if greater than net asset
value, 95% of the closing share price. If the net asset value of the shares is
higher than the market value plus an estimated commission, the Transfer Agent,
consistent with obtaining the best price and execution, will buy shares on the
open market at current prices promptly after the dividend payment date.
The reinvestment of dividends does not, in any way, relieve participating
shareholders of any federal, state or local tax. For federal income tax
purposes, the amount reportable in respect of a dividend received in
newly-issued shares of the Trust will be the fair market value of the shares
received, which will be reportable as ordinary income and/or capital gains.
As compensation for its services, the Transfer Agent receives a fee of 5% of any
dividend and cash contribution (in no event in excess of $2.50 per distribution
per shareholder.)
Any questions regarding the Plan should be addressed to Shareholder Financial
Services, Inc., Agent for MassMutual Corporate Investors' Dividend Reinvestment
and Share Purchase Plan, P.O. Box 173673, Denver CO 80217-3673.