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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-2183
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MassMutual Corporate Investors
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(Exact name of registrant as specified in charter)
1500 Main Street, Suite 1100, Springfield, MA 01115
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(Address of principal executive offices) (Zip code)
Stephen L. Kuhn, Vice President and Secretary
1500 Main Street, Suite 2800, Springfield, MA 01115
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(Name and address of agent for service)
Registrant's telephone number, including area code: 413-226-1000
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Date of fiscal year end: 12/31
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Date of reporting period: 06/30/04
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
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ITEM 1. REPORT TO STOCKHOLDERS.
Attached hereto is the semi-annual shareholder report transmitted to
shareholders pursuant to Rule 30e-1 of the Investment Company Act of
1940, as amended.
MassMutual
CORPORATE
INVESTORS
[LOGO]
REPORT FOR THE SIX
MONTHS ENDED 6/30/04
MASSMUTUAL CORPORATE INVESTORS ADVISER
Babson Capital Management LLC
c/o Babson Capital Management LLC 1500 Main Street
1500 Main Street, Suite 600 Springfield, Massachusetts 01115
Springfield, Massachusetts 01115
(413) 226-1516 AUDITOR
KPMG LLP
Boston, Massachusetts 02110
COUNSEL TO THE TRUST
Ropes & Gray LLP
Boston, Massachusetts 02110
CUSTODIAN
Citibank, N.A.
New York, New York 10043
TRANSFER AGENT & REGISTRAR
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
1-800-647-7374
INTERNET WEBSITE: WWW.MASSMUTUAL.COM/MCI
INVESTMENT OBJECTIVE AND POLICY
MassMutual Corporate Investors (the "Trust") is a closed-end investment company,
first offered to the public in 1971, whose shares are traded on the New York
Stock Exchange under the trading symbol "MCI". The Trust's share price can be
found in the financial section of most newspapers as "MassCp" or "MassMuInv"
under the New York Stock Exchange listings.
The Trust's investment objective is to maintain a portfolio of securities
providing a fixed yield and at the same time offering an opportunity for capital
gains. The Trust's principal investments are privately placed, below-investment
grade, long-term corporate debt obligations with equity features such as
warrants, conversion rights, or other equity features and, occasionally,
preferred stocks. The Trust typically purchases these investments, which are not
publicly 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
The Trustees of MassMutual
Corporate Investors have delegated
proxy voting responsibilities
relating to the voting of
securities held by the Trust to
Babson Capital Management LLC. A
description of Babson Capital's
proxy voting policies and
procedures is available (1) without
charge, upon request, by calling,
toll-free 866-399-1516; (2) on
MassMutual Corporate Investors'
website: www.massmutual.com/mci;
and (3) on the U.S. Securities and
Exchange Commission website at
http://www.sec.gov.
MCI
Listed
NYSE
TO OUR SHAREHOLDERS
July 30, 2004
We are pleased to present the June 30, 2004 Semi-Annual Report of MassMutual
Corporate Investors (the "Trust"). The Trust's Board of Trustees declared an
increase in the quarterly dividend to 45 cents per share, payable on August 13,
2004 to shareholders of record on July 30, 2004. A dividend of 41 cents per
share was paid in the previous quarter. The Trustees also declared a special
dividend of 10 cents per share, due to nonrecurring income received during the
second quarter, also payable on August 13, 2004 to shareholders of record on
July 30, 2004.
U.S. equity markets, as measured by several broad market indices, posted modest
returns. During the quarter ended June 30, 2004, large stocks, as approximated
by the Dow Jones Industrial Average, increased 1.24%. Smaller stocks, as
approximated by the Russell 2000 Index, increased 0.47%. Alternatively, U.S.
fixed income markets, as measured by select indices, decreased during the second
quarter. The Lehman Brothers Government/Credit Index and the Lehman Brothers
U.S. Corporate High Yield Index decreased 3.17% and 0.96%, respectively, for the
quarter.
For the quarter ended June 30, 2004, the Trust earned 59 cents per share, of
which 15 cents represents income due to a nonrecurring item. The Trust earned 42
cents per share in the previous quarter. The Trust's net assets as of June 30,
2004 totaled $208,743,330 or $23.37 per share compared to $202,618,278 or $22.74
per share on March 31, 2004. This translated into a portfolio return of 4.62%
for the quarter based on the change in the Trust's net assets assuming the
reinvestment of all dividends. Long term, the Trust's portfolio had average
annualized returns of 21.35%, 10.50%, 14.94%, and 14.68% for the 1-, 5-, 10- and
25-year periods ended June 30, 2004, respectively, based on change in net assets
with the reinvestment of all dividends.
During the second quarter, the Trust made private placement investments in seven
new issuers totaling approximately $14.8 million. The new issuers were ATI
Acquisition Company, AWC Holding Company, EXC Acquisition Corporation, Home
Decor Holding Company, Qualis Automotive LLC, Tubular Textile Machinery and
U-Line Corporation. The weighted average coupon of these investments was 12.42%.
(A BRIEF DESCRIPTION OF THESE INVESTMENTS CAN BE FOUND IN THE SCHEDULE OF
INVESTMENTS.)
On July 1, 2004, David L. Babson & Company Inc., the investment advisor to the
Trust, announced that it had reorganized itself as a Delaware limited liability
company and changed its name to Babson Capital Management LLC. The new name is
designed to help the marketplace better understand the scope and sophistication
of Babson Capital's capabilities as the firm continues its commitment to
creating high quality investment solutions to meet the needs of a wide variety
of investors. The Trust continues to be managed by the same individuals and
there will be no change in the level of service provided.
Thank you for your continued interest in and support of MassMutual Corporate
Investors.
Sincerely,
/s/ Roger W. Crandall
Roger W. Crandall
President
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1
CONSOLIDATED STATEMENT OF MASSMUTUAL CORPORATE INVESTORS
ASSETS AND LIABILITIES
JUNE 30, 2004
(UNAUDITED)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost - $192,267,649) $174,595,445
Corporate public securities at market value
(Cost - $34,662,267) 34,511,583
Short-term securities at cost plus earned discount which
approximates market value 16,641,368
------------
225,748,396
Cash 4,193,419
Interest receivable 4,271,150
Receivable for investments sold 3,870,171
Other assets 12,568
------------
Total assets $238,095,704
============
LIABILITIES:
Payable for investments purchased $ 2,255,660
Management fee payable 785,734
Note payable 20,000,000
Revolving Credit Agreement 6,000,000
Interest payable 198,684
Accrued expenses 112,296
------------
Total liabilities 29,352,374
============
NET ASSETS:
Common shares, par value $1.00 per share; an unlimited number authorized 8,931,092
Additional paid-in capital 103,032,854
Retained net realized gain on investments, prior years 100,547,585
Undistributed net investment income 6,763,586
Undistributed net realized gain on investments 7,291,101
Net unrealized depreciation of investments (17,822,888)
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TOTAL NET ASSETS 208,743,330
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TOTAL LIABILITIES AND NET ASSETS $238,095,704
============
COMMON SHARES ISSUED AND OUTSTANDING 8,931,092
============
NET ASSET VALUE PER SHARE $ 23.37
============
See Notes to Consolidated Financial Statements.
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2
CONSOLIDATED STATEMENT OF OPERATIONS MASSMUTUAL CORPORATE INVESTORS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
INVESTMENT INCOME:
Interest $ 10,198,911
Dividends 1,446,978
------------
TOTAL INVESTMENT INCOME 11,645,889
------------
EXPENSES:
Management fees 1,548,413
Trustees' fees and expenses 62,000
Transfer agent/registrar's expenses 24,000
Interest 768,672
Reports to shareholders 60,000
Audit and legal 109,200
Other 29,522
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TOTAL EXPENSES 2,601,807
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NET INVESTMENT INCOME ($1.01 PER SHARE) 9,044,082
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NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Realized gain on investments before taxes 8,084,242
Income taxes paid (127,983)
------------
Net realized gain on investments 7,956,259
Net change in unrealized depreciation of investments 311,369
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NET GAIN ON INVESTMENTS 8,267,628
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NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 17,311,710
============
See Notes to Consolidated Financial Statements.
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3
CONSOLIDATED STATEMENT OF CASH FLOWS MASSMUTUAL CORPORATE INVESTORS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
NET DECREASE IN CASH:
Cash flows from operating activities:
Interest and dividends received $ 9,921,354
Interest expenses paid (757,699)
Operating expenses paid (1,853,714)
Income taxes paid (1,905,452)
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,404,489
------------
Cash flows from investing activities:
Purchases/Proceeds/Maturities from short-term portfolio securities, net (10,343,652)
Purchase of portfolio securities (62,793,081)
Proceeds from disposition of portfolio securities 65,974,039
------------
NET CASH USED FOR INVESTING ACTIVITIES (7,162,694)
------------
NET CASH USED FOR OPERATING AND INVESTING ACTIVITIES (1,758,205)
------------
Cash flows from financing activities:
Proceeds from borrowings on Revolving Credit Agreement 6,000,000
Cash dividends paid from net investment income (9,097,817)
------------
NET CASH USED FOR FINANCING ACTIVITIES (3,097,817)
------------
NET DECREASE IN CASH (4,856,022)
Cash - beginning of year 9,049,441
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CASH - END OF PERIOD $ 4,193,419
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RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET
CASH USED FOR OPERATING AND INVESTING ACTIVITIES:
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
$ 17,311,710
------------
Increase in investments (18,464,873)
Increase in interest and dividends receivable (994,983)
Increase in receivable for investments sold (66,075)
Increase in other assets (12,568)
Increase in payable for investments purchased 2,255,660
Increase in management fee payable 56,301
Increase in interest payable 10,973
Decrease in accrued expenses (87,961)
Increase in accounts payable 11,080
Decrease in accrued taxes payable (1,777,469)
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TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (19,069,915)
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NET CASH USED FOR OPERATING AND INVESTING ACTIVITIES $ (1,758,205)
============
See Notes to Consolidated Financial Statements.
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4
CONSOLIDATED STATEMENTS OF MASSMUTUAL CORPORATE INVESTORS
CHANGES IN NET ASSETS
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND THE YEAR ENDED DECEMBER 31, 2003
For the six
months ended For the
06/30/2004 year ended
INCREASE IN NET ASSETS: (Unaudited) 12/31/2003
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OPERATIONS:
Net investment income $ 9,044,082 $ 12,804,578
Net realized gain on investments 7,956,259 4,989,717
Net change in unrealized depreciation of investments 311,369 20,089,741
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Net increase in net assets resulting from operations 17,311,710 37,884,036
Net increase in shares of beneficial interest transactions 1,298,695 1,167,125
Dividends to shareholders from:
Net investment income (2004 - $.41 per share; 2003 - $1.84 per share) (3,653,189) (16,293,478)
------------ ------------
TOTAL INCREASE IN NET ASSETS 14,957,216 22,757,683
NET ASSETS, BEGINNING OF YEAR 193,786,114 171,028,431
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NET ASSETS, END OF PERIOD/YEAR (INCLUDING UNDISTRIBUTED NET
INVESTMENT INCOME IN 2004 - $6,763,586; 2003 - $1,372,693) $208,743,330 $193,786,114
============ ============
See Notes to Consolidated Financial Statements.
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5
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS
MASSMUTUAL CORPORATE INVESTORS
For the
six months
ended For the years ended December 31,
06/30/2004 --------------------------------------------------------------------
(Unaudited) 2003 2002 2001 2000 1999
-------- -------- -------- -------- -------- --------
Net asset value:
Beginning of year $ 21.84 $ 19.40 $ 20.07 $ 20.74 $ 22.00 $ 23.87
-------- -------- -------- -------- -------- --------
Net investment income 1.01 1.44 1.53 1.70 1.96 1.80
Net realized and unrealized
gain (loss) on investments 0.93 2.83 (0.59) (0.53) (0.46) (0.94)
-------- -------- -------- -------- -------- --------
Total from investment operations 1.94 4.27 0.94 1.17 1.50 0.86
-------- -------- -------- -------- -------- --------
Dividends from net investment
income to common shareholders (0.41) (1.84) (1.44) (1.79) (1.96) (1.73)
Distributions from net realized
gain on investments to common
shareholders 0.00 0.00 (0.18) (0.09) (0.80) (1.00)
Change from issuance of shares 0.00 0.01 0.01 0.04 0.00 0.00
-------- -------- -------- -------- -------- --------
Total distributions (0.41) (1.83) (1.61) (1.84) (2.76) (2.73)
-------- -------- -------- -------- -------- --------
Net asset value:
End of period/year $ 23.37 $ 21.84 $ 19.40 $ 20.07 $ 20.74 $ 22.00
-------- -------- -------- -------- -------- --------
Per share market value:
End of period/year $ 24.15 $ 22.90 $ 19.49 $ 20.70 $ 22.00 $ 21.38
======== ======== ======== ======== ======== ========
Total investment return
Market value 7.30%* 27.53% 1.35% 1.88% 17.55% 7.35%
Net asset value** 8.93%* 22.61% 4.80% 5.91% 7.28% 7.53%
Net assets (in millions):
End of period/year $ 208.74 $ 193.79 $ 171.03 $ 175.11 $ 178.13 $ 188.96
Ratio of operating expenses to
average net assets 0.91%* 2.04% 1.82% 1.72% 1.47% 1.30%
Ratio of interest expense to
average net assets 0.38%* 0.82% 0.86% 0.84% 0.58% 0.52%
Ratio of total expenses to
average net assets 1.29%* 2.86% 2.68% 2.56% 2.05% 1.82%
Ratio of net investment income
to average net assets 4.50%* 6.95% 7.65% 8.20% 8.56% 7.63%
Portfolio turnover 31.40%* 56.10% 34.02% 24.48% 59.75% 68.04%
* 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.
See Notes to Consolidated Financial Statements.
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6
CONSOLIDATED SCHEDULE OF INVESTMENTS MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES - 83.64%: (A) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
PRIVATE PLACEMENT INVESTMENTS - 73.68%
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 $ 2,074,299
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 2,323 shs. 04/08/04 -- 23
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2,125,000 2,074,322
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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 1,914,191 2,077,419
Limited Partnership Interest (B) 250 uts. 05/18/04 212,500 2
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2,126,691 2,077,421
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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 1,915,866 2,041,587
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 364 shs. 02/29/00 307,759 137,429
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2,223,625 2,179,016
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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 2,625,001
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 58 shs. * 513,334 1
------------ ------------
2,263,334 2,625,002
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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 1,893,780 2,119,224
Preferred Class A Unit (B) 2,525 uts. 01/22/04 240,789 216,710
Common Class B Unit (B) 3,042 uts. 01/22/04 -- 30
------------ ------------
2,134,569 2,335,964
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BEACON MEDICAL PRODUCTS, INC.
A designer, manufacturer and marketer
of medical air and gas distribution systems.
Senior Secured Floating Rate Revolving Credit
Facility due 2007 $ 115,318 04/09/02 115,318 114,623
Senior Secured Tranche A Floating Rate Note due 2008 $ 942,354 04/09/02 942,354 937,689
12% Senior Secured Note due 2010 $ 721,196 04/09/02 615,074 738,654
Limited Partnership Interest of Riverside Capital
Appreciation Fund IV, L.P. (B) 1.12% int. 04/09/02 152,329 137,096
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 1,390 shs. 04/09/02 127,497 78,180
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1,952,572 2,006,242
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*11/02/98 and 12/24/03.
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7
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
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
------------ ------------
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 $ 1,233,434 09/13/02 1,233,434 1,233,214
11% Senior Subordinated Note due 2010 $ 838,102 09/13/02 791,323 839,496
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
------------ ------------
2,401,272 2,327,094
------------ ------------
CAINS FOODS, L.P.
A producer of mayonnaise and sauce
products for both the retail and food service markets.
8% Junior Subordinated Convertible
Note due 2004, convertible into partnership
points at $1,388.89 per point $ 108,108 09/29/95 108,108 122,000
Warrant, exercisable until 2006, to purchase
partnership points at $.01 per point (B) 39 pts. 09/29/95 50,261 68,624
------------ ------------
158,369 190,624
------------ ------------
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
------------ ------------
**12/19/96 and 09/30/99.
**12/30/97 and 05/29/99.
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8
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
COEUR, INC.
A producer of proprietary, disposable
power injection syringes.
8.75% Senior Secured Term Note due 2010 $ 570,652 04/30/03 $ 570,652 $ 571,956
11.5% Senior Subordinated Note due 2011 $ 424,819 04/30/03 387,665 426,615
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
------------ ------------
1,125,933 1,113,579
------------ ------------
COINING CORPORATION OF AMERICA LLC
A manufacturer of close tolerance parts
and metal stampings.
Senior Secured Floating Rate Revolving Credit
Facility due 2006 $ 162,037 01/07/02 162,037 152,542
Senior Secured Floating Rate Tranche A Note due 2007 $ 1,047,840 06/26/01 1,047,840 924,719
13% Senior Secured Tranche B Note due 2006 $ 648,148 06/26/01 648,149 594,549
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
------------ ------------
2,261,498 1,932,139
------------ ------------
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 1,413,111 1,544,747
28% Preferred Stock (B) 71 shs. 11/02/01 70,833 66,193
20% Preferred Stock (B) 66 shs. 03/09/04 66,406 70,408
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
------------ ------------
2,347,225 1,946,980
------------ ------------
CORVEST GROUP, INC.
A manufacturer and distributor of promotional products.
12% Senior Subordinated Note due 2007 (B) $ 3,863,636 * 3,712,233 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) 183 shs. * 297,203 78,894
------------ ------------
4,390,896 3,652,003
------------ ------------
DELSTAR HOLDING CORPORATION
A manufacturer of plastic netting for a wide
variety of industries.
Convertible Preferred Stock, convertible into common
stock at $12.16 per share (B) 3,514 shs. 10/05/01 427,153 390,886
------------ ------------
*03/05/99 and 03/24/99.
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9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
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 $ 1,077,898 07/19/01 $ 978,971 $ 1,047,668
Common Stock (B) 585 shs. 07/19/01 585,075 526,635
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 297 shs. 07/19/01 250,611 3
------------ ------------
1,814,657 1,574,306
------------ ------------
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 -- 839,837
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 48,569 shs. 12/22/99 -- 743,106
------------ ------------
-- 2,143,423
------------ ------------
DIVERSCO, INC./DHI HOLDINGS, INC.
A contract provider of janitorial and equipment
maintenance services and temporary production
labor to industrial customers.
Membership Interests of MM/Lincap
Diversco Investments Ltd. LLC (B) 27.19% int. 08/27/98 734,090 --
Preferred Stock (B) 3,278 shs. 12/14/01 2,784,133 1,392,069
Warrants, exercisable until 2011, to purchase common
stock of DHI Holdings, Inc. at $.01 per share (B) 13,352 shs. * 403,427 --
------------ ------------
3,921,650 1,392,069
------------ ------------
DWYER GROUP, INC.
A franchiser of a variety of home repair services.
14% Senior Subordinated Note due 2011 $ 1,859,375 10/30/03 1,680,980 1,788,073
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
------------ ------------
2,558,049 2,409,633
------------ ------------
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 $ 2,125,000 06/28/04 2,047,805 2,113,312
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 22 shs. 06/28/04 77,208 --
------------ ------------
2,125,013 2,113,312
------------ ------------
*10/24/96 and 08/28/98.
**10/30/03 and 01/02/04.
--------------------------------------------------------------------------------
10
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
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 $ 1,662,432 $ 1,957,000
Common Stock (B) 225 shs. 05/06/02 225,000 364,480
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 441 shs. 05/06/02 285,000 713,858
------------ ------------
2,172,432 3,035,338
------------ ------------
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 27,148
------------ ------------
ENZYMATIC THERAPY, INC.
A manufacturer and distributor of branded natural
medicines and nutritional supplements.
13% Senior Subordinated Note due 2005 (B) $ 1,593,750 09/17/02 1,349,781 956,250
Limited Partnership Interest (B) 1.32% int. 03/30/00 531,250 5,312
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 478 shs. 03/30/00 255,000 5
------------ ------------
2,136,031 961,567
------------ ------------
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 2,091,374 2,154,825
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 43,878 shs. 09/09/03 35,641 439
------------ ------------
2,127,015 2,155,264
------------ ------------
EVANS CONSOLES, INC.
A designer and manufacturer of consoles
and control center systems.
10% Senior Secured Note due 2006 $ 602,000 05/06/04 602,000 602,000
Limited Partnership Interest of CM
Equity Partners (B) 2.24% int. 02/11/98 126,648 --
Common Stock (B) 90,000 shs. 05/06/04 6 --
------------ ------------
728,654 602,000
------------ ------------
EXAMINATION MANAGEMENT SERVICES, INC.
A national full-service evidence provider to the insurance
industry and a provider of occupational health testing.
12% Senior Subordinated Note due 2007 $ 2,109,637 03/16/99 2,027,560 1,265,782
Limited Partnership Interest (B) 13.14% int. 03/02/99 2,140,363 21,404
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 77,233 shs. 03/16/99 175,803 77
------------ ------------
4,343,726 1,287,263
------------ ------------
--------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
G C-SUN HOLDINGS, L.P.
A value-added national distributor of maintenance, repair
and operating supplies such as fasteners,
electrical components and tools.
12% Senior Subordinated Note due 2008 (B) $ 1,725,000 03/02/00 $ 1,451,784 $ 1,293,750
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 880 shs. 03/02/00 347,288 --
------------ ------------
1,799,072 1,293,750
------------ ------------
HAMILTON FUNERAL SERVICES CENTERS, INC.
A privately held owner and operator of funeral
homes in the United States.
16.5% Senior Subordinated Note due 2007 (B) $ 3,802,712 * 3,697,924 380,271
Warrant, exercisable until 2007, to purchase
common stock at $1 per share (B) 338,280 shs. * 48,447 --
------------ ------------
3,746,371 380,271
------------ ------------
HIGHGATE CAPITAL LLC
An acquirer of controlling or substantial
interests in manufacturing and marketing entities.
Series A Preferred Units (B) 1.19% int. 07/21/94 385,258 19,008
------------ ------------
HOME DECOR HOLDING COMPANY
A designer, manufacturer and marketer
of framed art and wall decor products.
12.5% Senior Subordinated Note due 2012 $ 1,593,750 06/30/04 1,432,383 1,581,159
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 161 shs. 06/30/04 161,367 2
------------ ------------
1,593,750 1,581,161
------------ ------------
HUSSEY SEATING CORPORATION
A manufacturer of spectator seating products.
Senior Secured Floating Rate Revolving Note due 2006 $ 1,139,023 06/12/96 1,139,023 1,139,023
Senior Secured Floating Rate Note due 2006 $ 506,250 ** 506,250 506,250
12% Senior Subordinated Note due 2006 $ 1,350,000 03/31/03 1,350,000 1,342,262
Common Stock (B) 4,771 shs. 03/12/04 225,000 211,007
------------ ------------
3,220,273 3,198,542
------------ ------------
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 $ 1,601,237 03/01/04 1,600,494 1,389,874
Common Stock (B) 228 shs. 06/01/00 262,200 131,100
------------ ------------
1,862,694 1,520,974
------------ ------------
*01/25/99 and 07/16/99.
**06/12/96 and 08/03/01.
--------------------------------------------------------------------------------
12
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
JASON, INC.
A diversified manufacturing company
serving various industrial markets.
13% Senior Subordinated Note due 2008 $ 963,687 08/04/00 $ 885,604 $ 869,780
14% Cumulative Redeemable Preferred Stock Series A (B) 289 shs. 08/04/00 289,224 256,579
Limited Partnership Interests of
Saw Mill Capital Fund II, L.P. (B) 2.50% int. 08/03/00 886,409 443,253
Warrants, exercisable until 2008 and 2009, to purchase
common stock at $.01 per share (B) 50,870 shs. 08/04/00 115,412 509
------------ ------------
2,176,649 1,570,121
------------ ------------
KEEPSAKE QUILTING, INC.
A seller of quilting fabrics, books, patterns,
kits and notions to consumers.
Senior Secured Floating Rate Revolving Note Due 2005 $ 128,425 06/16/00 128,425 128,140
Senior Secured Floating Rate Tranche A Note due 2007 $ 788,895 06/16/00 788,895 781,122
12% Senior Secured Tranche B Note due 2008 $ 550,392 06/16/00 521,771 566,904
Limited Partnership Interest of
Riverside XVI Holding Company, L.P. (B) 5.29% int. 06/12/00 333,490 300,132
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 1,108 shs. 06/12/00 45,866 31,815
------------ ------------
1,818,447 1,808,113
------------ ------------
KELE AND ASSOCIATES, INC.
A distributor of building automation control products.
12% Senior Subordinated Note due 2012 $ 1,831,548 02/27/04 1,659,294 1,790,538
Preferred Stock Class A (B) 23 shs. 02/27/04 449,164 483,545
Common Stock (B) 12 shs. 02/27/04 12,871 11,581
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 11 shs. 02/27/04 7,792 --
------------ ------------
2,129,121 2,285,664
------------ ------------
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 1,836,507
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 2,450,510
------------ ------------
LANCASTER LABORATORIES, INC.
A laboratory testing operation in the United States.
12% Senior Subordinated Note due 2007 $ 1,669,643 09/25/00 1,458,041 1,703,036
Common Stock (B) 455,357 shs. 09/25/00 455,357 409,821
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 405,485 shs. 09/25/00 348,348 4,055
------------ ------------
2,261,746 2,116,912
------------ ------------
--------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
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 * $ 3,449,115 $ 3,823,471
Common Stock (B) 5,800 shs. * 406,003 345,100
Warrant, exercisable until 2006, to purchase
common stock at $.11 per share (B) 15,572 shs. * 602,127 926,534
------------ ------------
4,457,245 5,095,105
------------ ------------
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 2,088,094 2,166,959
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 83,214 shs. 05/01/03 40,675 53,174
------------ ------------
2,128,769 2,220,133
------------ ------------
MOSS, INC.
A manufacturer and distributor of large display
and exhibit structures.
Senior Secured Floating Rate Tranche A Note due 2007 $ 1,002,031 09/21/00 1,002,031 1,002,031
12% Senior Secured Tranche B Note due 2008 $ 420,250 09/21/00 393,557 420,250
Limited Partnership Interest of
Riverside Capital Appreciation Fund I, L.P. (B) 7.47% int. ** 311,481 233,600
Warrant, exercisable until 2008, to purchase
common stock at $100 per share (B) 463 shs. 09/21/00 40,344 5
------------ ------------
1,747,413 1,655,886
------------ ------------
MUSTANG VENTURES COMPANY
A natural gas gathering and processing
operation located in Oklahoma and Texas.
11.5% Subordinated Note due 2011 $ 566,667 12/11/02 475,424 581,085
8.5% Redeemable Preferred Stock 155,833 shs. 12/11/02 1,108,087 1,105,144
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 18,425 shs. 12/11/02 553,539 435,567
------------ ------------
2,137,050 2,121,796
------------ ------------
NEFF MOTIVATION, INC.
A manufacturer and distributor of customized
awards and sportswear to schools.
12.5% Senior Subordinated Note due 2011 $ 1,062,500 01/31/03 898,729 1,076,233
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 212 shs. 01/31/03 180,625 2
------------ ------------
1,079,354 1,076,235
------------ ------------
*12/23/98 and 01/28/99.
**09/20/00 and 05/23/02.
--------------------------------------------------------------------------------
14
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
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 $ 1,840,321
10% Preferred Stock (B) 255 shs. 03/29/04 255,083 248,297
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 2,094,514
------------ ------------
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 $ 414,182 06/25/99 414,182 403,179
Senior Secured Floating Rate Note due 2006 $ 2,091,102 06/25/99 2,091,060 2,033,645
12% Senior Secured Tranche B Note due 2007 $ 978,814 06/25/99 905,276 967,823
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
------------ ------------
3,849,774 3,626,087
------------ ------------
NYLONCRAFT, INC.
A supplier of engineered plastic components
for the automotive industry.
9% Senior Secured Note due 2009 $ 812,500 01/28/02 812,500 835,358
11.5% Senior Subordinated Note due 2012 $ 1,500,000 01/28/02 1,362,307 1,542,881
Common Stock (B) 312,500 shs. 01/28/02 312,500 315,000
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 243,223 shs. 01/28/02 162,045 242,980
------------ ------------
2,649,352 2,936,219
------------ ------------
OLYMPIC SALES, INC.
An operator of boat dealerships in Washington state,
Oregon, California and British Columbia.
12% Senior Subordinated Note due 2006 $ 2,774,000 08/07/98 2,661,108 2,496,456
12% Senior Subordinated Note due 2008 $ 307,071 02/09/00 285,695 255,754
Limited Partnership Interest of Riverside VIII,
VIII-A and VIII-B Holding Company, L.P. (B) 1,531,250 shs. * 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
------------ ------------
4,891,759 3,551,427
------------ ------------
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 1,940,834 2,167,500
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 2.42% int. 12/21/00 265,625 265,625
------------ ------------
2,206,459 2,433,125
------------ ------------
**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
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
PHARMACEUTICAL BUYERS, INC.
A group purchasing organization which specializes in
arranging and negotiating contracts for the purchase of
pharmaceutical goods and medical equipment.
10.5% Senior Secured Note due 2005 $ 34,553 11/30/95 $ 34,553 $ 34,553
10.5% Senior Secured Convertible Note
due 2005, convertible into common stock
at $50,000 per share $ 195,000 11/30/95 195,000 651,300
Common Stock 6 shs. 11/30/95 337,500 1,024,758
------------ ------------
567,053 1,710,611
------------ ------------
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 1,855,469 2,206,749
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 351 shs. 10/25/02 296,747 4
------------ ------------
2,152,216 2,206,753
------------ ------------
POLYMER TECHNOLOGIES, INC./POLI-TWINE WESTERN, INC.
A manufacturer of polypropylene twine for the
hay bailing marketplace.
8% Senior Subordinated Note due 2010 (B) $ 499,977 09/27/02 499,948 --
------------ ------------
PRECISION DYNAMICS, INC.
A manufacturer of custom-designed solenoid
valves and controls.
Senior Secured Floating Rate Revolving Credit
Facility due 2004 $ 733,500 07/22/96 733,500 733,500
Senior Secured Floating Rate Term Note
due 2004 $ 815,000 07/22/96 815,000 815,000
12% Senior Secured Term Note due 2004 $ 326,000 07/22/96 319,260 326,000
8% Preferred Stock (B) 374 shs. 07/22/96 231,964 231,964
Common Stock (B) 599 shs. 07/22/96 28,978 28,978
Warrant, exercisable until 2004, to purchase
common stock at $.01 per share (B) 322 shs. 07/22/96 97,800 3
------------ ------------
2,226,502 2,135,445
------------ ------------
PROCESS CHEMICALS LLC
A specialty chemical company that manufactures
processed chemicals for the fertilizer, asphalt and concrete
industries.
Common Membership Interests 9,863 uts. * 4 --
------------ ------------
PROGRESSIVE SOFTWARE HOLDING, INC.
A designer and manufacturer of point-of-sale monitors
and keyboards used by retailers and restaurants.
Common Stock (B) 729,946 shs. 07/09/02 3,500,003 13,140
------------ ------------
*07/31/97 and 01/04/99.
--------------------------------------------------------------------------------
16
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
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.
16% Senior Subordinated Note due 2007 $ 3,574,133 09/16/99 3,616,486 1,273,986
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 197,040 shs. 09/16/99 1 161,573
------------ ------------
3,616,487 1,435,559
------------ ------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake
and chassis products.
12% Senior Subordinated Note due 2012 $ 1,770,834 05/28/04 1,395,398 1,765,476
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
------------ ------------
2,127,283 2,088,002
------------ ------------
ROTO-ROOTER, INC.
An operator in the residential and commercial repair-and-
maintenance service industry through two wholly owned
subsidiaries, Roto-Rooter and Service America.
8.75% Senior Note due 2011 $ 1,125,000 02/24/04 1,125,000 1,086,890
Common Stock (B) 20,000 shs. 02/24/04 1,000,000 873,000
------------ ------------
2,125,000 1,959,890
------------ ------------
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 11/14/03 944,704 1,055,928
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 140 shs. 11/14/03 122,946 1
------------ ------------
1,067,650 1,055,929
------------ ------------
SABEX 2002, INC.
A Canadian specialty pharmaceutical company which
manufactures and distributes generic injectable drugs
and eye products.
12% Senior Subordinated Note due 2009 $ 2,125,000 04/19/02 2,017,432 2,156,875
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 51,088 shs. 04/19/02 138,052 2,097,111
------------ ------------
2,155,484 4,253,986
------------ ------------
*11/14/01 and 08/12/94.
--------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
SAFETY SPEED CUT MANUFACTURING COMPANY, INC.
A manufacturer of vertical panel saws and routers
for the wood working industry.
Senior Secured Floating Rate Revolving Note due 2006 $ 282,663 05/01/03 $ 282,663 $ 288,198
Senior Secured Floating Rate Tranche A Note due 2007 $ 1,507,536 06/02/99 1,507,536 1,507,536
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. 06/02/99 256,212 463,418
------------ ------------
3,177,063 3,389,804
------------ ------------
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 1,979,347 2,163,250
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 2,011 shs. 06/13/02 182,023 337,798
------------ ------------
2,161,370 2,501,048
------------ ------------
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 1,350,137 1,530,453
Common Stock (B) 758,929 shs. * 758,929 683,036
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 263,444 shs. 08/01/02 216,446 2,634
------------ ------------
2,325,512 2,216,123
------------ ------------
SNYDER INDUSTRIES, INC.
A manufacturer of proprietary rotationally molded
polyethylene containers.
12.25% Senior Subordinated Note due 2007 $ 3,125,000 12/06/99 2,881,099 3,152,947
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 513 shs. 12/06/99 426,136 77,187
------------ ------------
3,307,235 3,230,134
------------ ------------
SPECIALTY FOODS GROUP, INC.
A manufacturer and distributor of branded meat products.
Limited Partnership Interest of MHD Holdings LLC (B) 1.43% int. 08/29/00 525,155 198,082
------------ ------------
STRATEGIC EQUIPMENT & SUPPLY CORP., INC.
A provider of kitchen and restaurant design, equipment
fabrication and installation services.
12% Senior Subordinated Note due 2008 $ 3,875,000 01/14/00 3,485,266 3,861,359
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 106,539 shs. 01/14/00 658,751 --
------------ ------------
4,144,017 3,861,359
------------ ------------
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 1,769,773 1,896,917
Limited Partnership Interest (B) 0.61% int. 08/20/03 223,918 201,526
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 86,780 shs. 08/21/03 36,345 868
------------ ------------
2,030,036 2,099,311
------------ ------------
*08/01/02 and 01/17/03.
--------------------------------------------------------------------------------
18
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
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 $ 2,475,368 $ 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
------------ ------------
3,474,200 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. 12/23/02 560,000 532,000
Convertible Preferred Stock, convertible into
common stock at $1,000 per share (B) 1,120 shs. 07/25/96 1,120,000 896,000
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 474 shs. 07/25/96 48,216 379,008
------------ ------------
1,728,216 1,807,008
------------ ------------
TINNERMAN-PALNUT ENGINEERED COMPONENTS
A manufacturer of precision engineered metal
and plastic fasteners and assembly components.
12.75% Senior Subordinated Note due 2008 $ 1,125,000 12/06/01 863,812 1,136,250
Class B Unit (B) 100,000 uts. 12/06/01 73,529 66,177
Class C Unit (B) 174,125 uts. 12/06/01 128,033 115,231
------------ ------------
1,065,374 1,317,658
------------ ------------
TOMAH HOLDINGS, INC.
A manufacturer of specialty chemicals.
16% Senior Subordinated Note due 2011 $ 1,416,667 12/08/03 1,377,774 1,406,956
16% Preferred Stock Series A (B) 37 shs. 12/08/03 631,630 621,383
Common Stock (B) 5,269 shs. 12/08/03 131,471 118,323
------------ ------------
2,140,875 2,146,662
------------ ------------
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 $ 1,579,293 01/20/00 1,579,293 1,554,462
12% Senior Subordinated Note due 2010 $ 1,326,500 01/20/00 1,259,626 1,280,160
Common Stock (B) 227,400 shs. 01/20/00 227,400 181,920
Warrant, exercisable until 2010, to purchase
common stock at $1 per share (B) 260,563 shs. 01/20/00 98,540 2,606
------------ ------------
3,164,859 3,019,148
------------ ------------
TRUSTILE DOORS, INC.
A manufacturer and distributor of interior doors.
12.5% Senior Subordinated Note due 2010 $ 1,062,500 04/11/03 977,498 1,056,809
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 5,781 shs. 04/11/03 95,625 58
------------ ------------
1,073,123 1,056,867
------------ ------------
--------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
TUBULAR TEXTILE MACHINERY
A designer, manufacturer, sale and servicer of finishing
machinery for the knit and woven segments of the global
textile industry.
12% Senior Subordinated Note due 2014 $ 1,234,551 05/28/04 $ 1,104,279 $ 1,230,313
8.75% Senior Secured Note due 2011 $ 716,292 05/28/04 716,292 719,253
Common Stock (B) 674,157 shs. 05/28/04 674,157 606,741
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 203,912 shs. 05/28/04 130,788 2,039
------------ ------------
2,625,516 2,558,346
------------ ------------
TVI, INC.
A retailer of used clothing in the United States,
Canada and Australia.
15.971% Senior Subordinated Note due 2008 $ 2,128,503 05/02/00 2,072,429 2,141,274
Common Stock (B) 354,167 shs. 05/02/00 354,167 414,375
------------ ------------
2,426,596 2,555,649
------------ ------------
U S M HOLDINGS CORP.
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 1,509,860 1,791,188
Preferred Stock (B) 3,345 shs. 08/06/03 334,494 301,045
Common Stock (B) 1,032 shs. 08/06/03 1,032 929
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 949 shs. 08/06/03 298,198 9
------------ ------------
2,143,584 2,093,171
------------ ------------
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 1,672,514 1,847,940
10% Jr Subordinated Note due 2012 $ 60,700 04/30/04 60,700 58,594
Common Stock (B) 182 shs. 04/30/04 182,200 163,980
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 230 shs. 04/30/04 211,736 2
------------ ------------
2,127,150 2,070,516
------------ ------------
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
June 30, 2004
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
------------ ------------ ------------ ------------
VITEX PACKAGING, INC.
A manufacturer of specialty packaging,
primarily envelopes and tags used on tea bags.
12% Senior Subordinated Note due 2008 $ 2,045,265 12/18/00 $ 1,930,455 $ 2,045,265
Limited Partnership Interest of Riverside VI
Holding Company, L.P. (B) 4.80% int. * 351,324 452,366
Limited Partnership Interest of Riverside
Capital Appreciation Fund II L.P. (B) 1.72% int. 12/18/00 79,735 102,699
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 308 shs. ** 227,729 188,999
------------ ------------
2,589,243 2,789,329
------------ ------------
WASHINGTON INVENTORY SERVICES, INC.
A provider of physical inventory taking and
other related services to retailers.
12.5% Senior Subordinated Note due 2008 $ 1,646,881 11/03/00 1,613,807 1,663,672
Senior Preferred Stock (B) 4,692 shs. 11/01/00 469,160 451,476
Class B Common Stock (B) 8,959 shs. 11/01/00 8,959 82,486
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 3,979 shs. 11/03/00 49,804 36,599
------------ ------------
2,141,730 2,234,233
------------ ------------
WEASLER HOLDINGS LLC
A manufacturer of mechanical power transmission
components for the agricultural, lawn and turf industries.
13.25% Senior Subordinated Note due 2010 $ 2,023,810 02/04/03 1,835,241 2,059,629
Limited Partnership Interest (B) 1.55% int. 02/03/03 101,190 80,952
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 256 shs. 02/04/03 209,829 3
------------ ------------
2,146,260 2,140,584
------------ ------------
WICOR AMERICAS, INC.
A manufacturer of cellulose based insulation
products, systems and services for electrical
transformer equipment manufacturers.
20% Senior Subordinated Secured Note due 2009 $ 2,434,821 11/09/01 2,510,467 2,339,720
------------ ------------
TOTAL PRIVATE PLACEMENT INVESTMENTS $170,530,277 $153,810,725
------------ ------------
*12/30/97 and 09/09/99.
**01/02/98 and 12/18/00.
--------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Shares or
Interest Due Principal
CORPORATE RESTRICTED SECURITIES(A)(CONTINUED) Rate Date Amount Cost Fair Value
RULE 144A SECURITIES - 9.96%:(A) ---- ---- ------ ---- ----------
BONDS - 9.54%
A E S Corporation 9.000% 05/15/15 $ 200,000 $ 200,000 $ 214,250
A E S Corporation 8.750 05/15/13 525,000 559,322 562,406
Aearo Company 8.250 04/15/12 450,000 450,000 459,000
Alamosa Delaware, Inc. 8.500 01/31/12 400,000 400,000 392,000
Appleton Papers Inc. 8.125 06/15/11 300,000 300,000 303,750
Argo Tech Corporation 9.250 06/01/11 850,000 850,000 875,500
BCP Caylux Holding Lux SCA 9.625 06/15/14 750,000 752,484 777,188
Cablevision Systems Corporation 5.670 04/01/09 1,000,000 1,000,000 1,025,000
Cadmus Communications Corporation 8.375 06/15/14 750,000 750,000 750,000
Calpine Corporation 8.750 07/15/13 500,000 465,000 410,000
Dana Credit Corporation 8.375 08/15/07 500,000 500,000 540,000
General Nutrition Center 8.500 12/01/10 800,000 800,000 830,000
IMAX Corporation 9.625 12/01/10 500,000 500,000 468,750
Interactive Health LLC 7.250 04/01/11 900,000 728,302 801,000
K 2, Inc. 7.375 07/01/14 325,000 325,000 330,688
Land O' Lakes, Inc. 9.000 12/15/10 750,000 750,000 780,937
Mail-Well, Inc. 7.875 12/01/13 1,100,000 1,100,000 1,001,000
Metaldyne Corporation 10.000 11/01/13 185,000 185,000 181,300
Mrs. Fields Brands/Finance 1L500 03/15/11 750,000 712,500 720,000
N R G Energy, Inc. 8.000 12/15/13 700,000 700,000 707,000
Nalco Company 7.750 11/15/11 500,000 500,000 523,750
North American Energy Partners 8.750 12/01/11 400,000 400,000 396,000
O E D Corp/Diamond Jo Company Guarantee 8.750 04/15/12 1,000,000 985,960 977,500
Pacific Energy Partners/Fin 7.125 06/15/14 500,000 491,270 507,500
Pinnacle Food Holding 8.250 12/01/13 450,000 450,000 434,250
Rhodia SA 8.875 06/01/11 500,000 490,000 422,500
Sheridan Acquisition Corporation 10.250 08/15/11 375,000 370,001 394,687
Ship Finance International Ltd. 8.500 12/15/13 750,000 750,000 723,750
Siebe PLC 6.500 01/15/10 650,000 572,000 583,375
Tenet Healthcare Corporation 9.875 07/01/14 500,000 488,370 508,750
Vicorp Restaurants Inc. 10.500 04/15/11 600,000 592,746 597,000
Vought Aircraft Industries 8.000 07/15/11 725,000 730,408 688,750
Warner Music Group 7.375 04/15/14 275,000 275,000 265,375
Wornick Company 10.875 07/15/11 750,000 750,000 766,875
----------- ---------- ----------
TOTAL BONDS $20,210,000 19,873,363 19,919,831
=========== ---------- ----------
COMMON STOCK - 0.00 %
Jordan Telecom Products (B) 70 $ 14,000 --
---------- ----------
TOTAL COMMON STOCK 14,000 --
---------- ----------
CONVERTIBLE BONDS - 0.42%
Cymer, Inc. 3.500% 02/15/09 $ 850,000 $ 850,000 $ 864,875
---------- ---------- ----------
TOTAL CONVERTIBLE BONDS $ 850,000 850,000 864,875
---------- ---------- ----------
CONVERTIBLE PREFERRED STOCK - 0.00 %
D T Industries, Inc. (B) 20,000 $1,000,000 --
---------- ----------
TOTAL CONVERTIBLE PREFERRED 1,000,000 --
---------- ----------
WARRANTS - 0.00 %
Winsloew Furniture, Inc. (B) 900 $ 9 $ 14
---------- ----------
TOTAL WARRANTS 9 14
---------- ----------
TOTAL RULE 144A SECURITIES 21,737,372 20,784,720
---------- ----------
TOTAL CORPORATE RESTRICTED SECURITIES $192,267,649 $174,595,445
------------ ------------
--------------------------------------------------------------------------------
22
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
CORPORATE PUBLIC SECURITIES -16.53%: (A) Interest Due Principal
Rate Date Amount Cost Market Value
BONDS -13.49% ---- ---- ------ ---- ------------
A E P Industries, Inc. 9.875% 11/15/07 $ 350,000 $ 333,375 $ 358,750
Activant Solutions, Inc. 10.500 06/15/11 400,000 394,768 422,000
Alamosa Delaware, Inc 11.000 07/31/10 325,000 330,648 354,250
American Media Operation, Inc. 8.875 01/15/11 200,000 200,000 193,500
Bally Total Fitness Holding Corporation 9.875 10/15/07 135,000 128,925 112,050
C S C Holdings, Inc. 7.625 04/01/11 500,000 502,310 501,250
Cincinnai Bell, Inc. 8.375 01/15/14 100,000 100,000 89,000
Collins & Aikman Products 10.750 12/31/11 700,000 722,601 703,500
Dana Corporation 9.000 08/15/11 500,000 527,716 585,000
Del Monte Corporation 8.625 12/15/12 225,000 225,000 242,437
Dollar Financial Group 9.750 11/15/11 600,000 600,000 627,000
Dominos, Inc. 8.250 07/01/11 400,000 397,110 424,000
Dynegy Holding, Inc. 6.875 04/01/11 500,000 422,500 430,625
Esterline Technologies 7.750 06/15/13 200,000 200,000 206,000
Flextronics International Ltd. 6.500 05/15/13 400,000 400,000 390,000
G F S I, Inc. 9.625 03/01/07 750,000 671,735 720,000
Gencorp, Inc. 9.500 08/15/13 400,000 400,000 416,000
Great Lakes Dredge & Dock Corporation 7.750 12/15/13 750,000 679,250 633,750
Huntsman LLC 11.625 10/15/10 500,000 494,075 552,500
Intrawest Corporation 7.500 10/15/13 500,000 500,000 488,750
Koppers, Inc. 9.875 10/15/13 700,000 700,000 766,500
Leucadia National Corporation 7.000 08/15/13 650,000 664,036 642,687
Lodgenet Entertainment Co. 9.500 06/15/13 425,000 425,000 464,313
Lyondell Chemical Co. 9.500 12/15/08 400,000 380,000 417,000
MCI, Inc. 7.735 05/01/14 1,000,000 905,000 895,000
M S X International, Inc. 11.000 10/15/07 350,000 347,004 339,500
Majestic Star Casino LLC 9.500 10/15/10 500,000 500,000 502,500
Manitowoc Company, Inc. 7.125 11/01/13 200,000 200,000 200,000
Mediacom LLC 9.500 01/15/13 650,000 643,500 627,250
Metaldyne Corporation 11.000 06/15/12 750,000 601,250 637,500
National Wine & Spirit 10.125 01/15/09 500,000 485,250 465,000
Neff Corporation 10.250 06/01/08 170,000 168,062 146,200
Nextel Communications Corporation 7.375 08/01/15 700,000 714,583 707,000
Numatics, Inc. 9.625 04/01/08 550,000 539,873 489,500
O M Group, Inc. 9.250 12/15/11 750,000 778,588 768,750
Offshore Logistics, Inc. 6.125 06/15/13 450,000 450,000 427,500
Pliant Corporation 0.000 06/15/09 875,000 670,755 737,188
Quintiles Transnational Corporation 10.000 10/01/13 500,000 500,000 495,000
Rayovac Corporation 8.500 10/01/13 200,000 200,000 210,000
Rent-A-Center, Inc. 7.500 05/01/10 400,000 400,000 410,000
Rent-Way, Inc. 11.875 06/15/10 300,000 294,756 329,250
River Rock Entertainment 9.750 11/01/11 300,000 295,953 327,000
S P X Corporation 6.250 06/15/11 400,000 400,000 389,000
Sea Containers Ltd. 10.500 05/15/12 785,000 764,590 787,944
Service Corp International 6.000 12/15/05 41,000 41,279 41,871
Sports Club Co. 11.375 03/15/06 150,000 145,500 135,000
Tekni-Plex, Inc. 12.750 06/15/10 1,000,000 960,125 960,000
Telex Communications, Inc. 1 L500 10/15/08 500,000 500,000 530,000
Telex Communications, Inc. 0.000 01/15/09 471,915 206,820 259,553
Tenet Healthcare Corporation 6.375 12/01/11 500,000 482,500 437,500
Tenneco Automotive, Inc. 10.250 07/15/13 400,000 400,000 452,000
Thermadyne LLC 9.250 02/01/14 750,000 738,750 740,625
Triton P C S, Inc. 8.500 06/01/13 550,000 550,000 519,750
United Refining Co. 10.750 06/15/07 830,000 830,000 794,725
United Rentals, Inc. 7.750 11/15/13 625,000 625,000 590,625
United Rentals, Inc. 7.000 02/15/14 500,000 500,000 445,000
Von Hofftyyan Press, Inc. 10.250 03/15/09 200,000 210,231 205,750
Williams Companies, Inc. 8.625 06/01/10 500,000 500,000 550,000
Williams Scotsman, Inc. 9.875 06/01/07 500,000 492,500 496,250
Winsloew Furniture, Inc. 12.750 08/15/07 455,000 444,622 375,375
----------- ---------- ----------
TOTAL BONDS $28,912,915 27,885,540 28,165,968
=========== ---------- ----------
--------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Interest Due Principal
CORPORATE PUBLIC SECURITIES(A)(CONTINUED) Rate Date Amount Cost Market Value
---- ---- ------ ---- ------------
COMMON STOCK - 2.57 %
D T Industries, Inc. (B) $ 178,876 $1,168,093 $ 3,041
EOS International, Inc. (B) 100,000 300,000 8,000
H C I Direct, Inc. (B) 1,000 -- --
PepsiAmericas, Inc. 92,145 2,006,365 1,957,160
Rent-Way, Inc. (B) 92,866 916,263 835,794
Supreme Industries, Inc. (B) 115,722 267,325 745,250
T G C Industries (B) 6,361 9,497 15,393
Transmontaigne, Inc. (B) 333,326 1,109,176 1,793,293
---------- ----------
TOTAL COMMON STOCK 5,776,719 5,357,931
---------- ----------
CONVERTIBLE BONDS - 0.47%
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
========== ---------- ----------
PREFERRED STOCK - 0.00 %
Telex Communications, Inc. 17,707 $ 1 $ 177
---------- ----------
TOTAL PREFERRED STOCK 1 177
---------- ----------
WARRANTS - 0.00 %
Telex Communications, Inc. 698 $ 7 $ 7
---------- ----------
TOTAL WARRANTS 7 7
---------- ----------
TOTAL CORPORATE PUBLIC SECURITIES $34,662,267 $34,511,583
----------- -----------
Interest Due Principal
SHORT-TERM SECURITIES: Rate/Yield Date Amount Cost Market Value
---------- ---- ------ ---- ------------
COMMERCIAL PAPER - 7.97 %
Baxter International, Inc. 1.380% 07/13/04 $3,135,000 $3,133,558 $3,133,558
Boston Edison Company 1.030 07/O1/04 2,585,000 2,585,000 2,585,000
Florida Power Corp. 1.300 07/08/04 2,895,000 2,894,268 2,894,268
Pearson Holdings, Inc. 1.300 07/06/04 1,785,000 1,784,678 1,784,678
Praxair, Inc. 1.230 07/09/04 2,000,000 1,999,453 1,999,453
Public Service Electric & Gas 1.300 07/02/04 1,500,000 1,499,946 1,499,946
Wisconsin Electric Power 1.170 07/07/04 2,745,000 2,744,465 2,744,465
---------- ---------- ----------
TOTAL SHORT-TERM SECURITIES $16,05,000 $16,01,368 $16,01,368
========== ---------- ----------
TOTAL INVESTMENTS 108.14 % $243,571,284 225,748,396
============ -----------
Other Assets 5.92 12,347,308
Liabilities (14.06) (29,352,374)
------- -----------
TOTAL NET ASSETS 100.00% $208,743,330
======= ============
(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.
--------------------------------------------------------------------------------
24
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Fair Value/
INDUSTRY CLASSIFICATION: Market Value
--------------
AEROSPACE -1.85%
Argo Tech Corporation $ 875,500
Esterline Technologies 206,000
Qualis Automotive LLC 2,088,002
Vought Aircraft Industries 688,750
--------------
3,858,252
--------------
AUTOMOBILE - 7.28%
America's Body Company, Inc. 2,625,002
Collins & Aikman Products Co. 703,500
Dana Corporation 585,000
Gencorp, Inc. 416,000
Jason, Inc. 1,570,121
LIH Investors, L.P 5,095,105
Metaldyne Corporation 818,800
Nyloncraft, Inc. 2,936,219
Tenneco Automotive, Inc. 452,000
--------------
15,201,747
--------------
BEVERAGE, DRUG & FOOD - 4.72%
Beta Brands Ltd
Cains Foods, L.P 190,624
Del Monte Corporation 242,437
Dominos, Inc. 424,000
Land O' Lakes, Inc. 780,937
National Wine & Spirit 465,000
Nonni's Food Company 2,094,514
PepsiAmericas, Inc. 1,957,160
Pharmaceutical Buyers, Inc. 1,710,611
Pinnacle Foods Holding 434,250
Specialty Foods Group, Inc. 198,082
Vicorp Restaurants, Inc. 597,000
Wornick Co. 766,875
--------------
9,861,490
--------------
BROADCASTING
& ENTERTAINMENT -1.25%
C S C Holdings, Inc. 501,250
Cablevision Systems Corporation 1,025,000
Lodgenet Entertainment Co. 464,313
Mediacom Communications Corporation 627,250
--------------
2,617,813
--------------
BUILDINGS & REAL ESTATE - 5.06%
A W C Holding Company 2,077,421
Adorn, Inc. 2,179,016
Eagle Window & Door Holding co. 3,035,338
Shelter Acquisition, Inc. 2,216,123
TruStile Doors, Inc. 1,056,867
--------------
10,564,765
--------------
CARGO TRANSPORT - 2.39%
Kenan Advantage Transport Company 2,450,510
Ship Finance International Ltd. 723,750
Tidewater Holdings, Inc. 1,807,008
--------------
4,981,268
CHEMICAL, PLASTICS & RUBBER - 2.43%
Capital Specialty Plastics, Inc. 503
Huntsman LLC 552,500
Koppers, Inc. 766,500
Lyondell Chemical Co. 417,000
O M Group, Inc. 768,750
Process Chemicals LLC --
Rhodia SA 422,500
Tomah Holdings, Inc. 2,146,662
--------------
5,074,415
--------------
CONSUMER PRODUCTS - 5.21%
Appleton Papers, Inc. 303,750
Colibri Holdings Corporation 1,946,980
Euro-Pro Corporation 2,155,264
G F S I, Inc. 720,000
H C I Direct, Inc. --
K 2, Inc. 330,688
Neff Motivation, Inc. 146,200
Rayovac Corporation 210,000
Royal Baths Manufacturing Company 1,055,929
The Tranzonic Companies 3,623,152
Winsloew Furniture, Inc. 375,389
--------------
10,867,352
--------------
CONTAINERS, PACKAGING & GLASS - 6.61%
A E P Industries, Inc. 358,750
Paradigm Packaging, Inc. 2,433,125
Pliant Corporation 737,188
Sea Containers Ltd. 787,944
Selig Acquisition Corporation 2,501,048
Snyder Industries, Inc. 3,230,134
Tekni-Plex, Inc. 960,000
Vitex Packaging, Inc. 2,789,329
--------------
13,797,518
--------------
DISTRIBUTION - 5.31 %
Corvest Group, Inc. 3,652,003
G C-Sun Holdings L.P 1,293,750
Kele and Associates, Inc. 2,285,664
Strategic Equip & Supply Corp., Inc. 3,861,359
--------------
11,092,776
--------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Fair Value/
INDUSTRY CLASSIFICATION:(CONT.) Market Value
--------------
DIVERSIFIED/CONGLOMERATE,
MANUFACTURING - 4.41 %
Activant Solutions, Inc. $ 422,000
Coining of America LLC 1,932,139
Dexter Magnetics Technologies, Inc. 1,574,306
Evans Consoles, Inc. 602,000
Great Lakes Dredge & Dock Corp 633,750
S P X Corporation 389,000
Tinnerman-Palnut Engineered Components 1,317,658
Tyco International Group SA --
Wicor Americas, Inc. 2,339,720
--------------
9,210,573
--------------
DIVERSIFIED/CONGLOMERATE,
SERVICE - 7.62 %
CapeSuccess LLC 5,862
Diversco, Inc./DHI Holdings, Inc. 1,392,069
Dwyer Group, Inc. 2,409,633
Examination Management Services, Inc. 1,287,263
Hamilton Funeral Services Centers, Inc. 380,271
Lancaster Laboratories, Inc. 2,116,912
Moss, Inc. 1,655,886
M S X International, Inc. 339,500
Roto-Rooter, Inc. 1,959,890
Service Corp International 41,871
U S M Holdings Corp. 2,093,171
Washington Inventory Services, Inc. 2,234,233
--------------
15,916,561
--------------
ELECTRONICS - 3.43 %
A E S Corporation 776,656
Calpine Corporation 410,000
Directed Electronics, Inc. 2,143,423
Flextronics International Ltd. 390,000
N R G Energy, Inc. 707,000
Precision Dynamics, Inc. 2,135,445
Progressive Software Holding, Inc. 13,140
Siebe PLC 583,375
--------------
7,159,039
--------------
FARMING & AGRICULTURE - 0.00%
Polymer Technologies, Inc./
Poli-Twine Western, Inc. --
Protein Genetics, Inc. --
--------------
--
--------------
FINANCIAL SERVICES - 2.32%
BCP Caylux Holding Lux SCA 777,188
Dana Credit Corporation 540,000
Dollar Financial Group 627,000
East River Ventures I, L.P 27,148
HIghgate Capital LLC 19,008
Leucadia National Corporation 1,630,187
Mrs. Fields Brands / Finance 720,000
Victory Ventures LLC 2
Williams Scotsman, Inc. 496,250
--------------
4,836,783
--------------
HEALTHCARE, EDUCATION
& CHILDCARE - 4.25 %
A T I Acquisition Company 2,074,322
American Hospice Management Holding LLC 2,335,964
Interactive Health LLC 801,000
Quintiles Transnational Corporation 495,000
MedAssist, Inc. 2,220,133
Tenet Healthcare Corporation 946,250
--------------
8,872,669
--------------
HOME & OFFICE FURNISHINGS,
HOUSEWARES, AND DURABLE
CONSUMER PRODUCTS - 3.28%
Home Decor Holding Company 1,581,161
Hussey Seating Corporation 3,198,542
Steelcase, Inc. --
U-Line Corporation 2,070,516
--------------
6,850,219
--------------
LEISURE, AMUSEMENT,
ENTERTAINMENT - 2.37 %
Host Marriott L.P
Bally Total Fitness HIdng Corp 112,050
IMAX Corporation 468,750
Intrawest Corporation 488,750
Keepsake Quilting, Inc. 1,808,113
M G M Mirage, Inc. --
Majestic Star Casino LLC 502,500
O E D Corp/Diamond Jo Company Guarantee 977,500
River Rock Entertainment 327,000
Warner Music Group 265,375
--------------
4,950,038
--------------
MACHINERY -11.50 %
Aearo Company 459,000
Ames True Temper Group --
C& M Conveyor, Inc. 2,327,094
D T Industries, Inc. 3,041
Integration Technology Systems, Inc. 1,520,974
--------------------------------------------------------------------------------
26
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT) MASSMUTUAL CORPORATE INVESTORS
June 30, 2004
(Unaudited)
Fair Value/
INDUSTRY CLASSIFICATION:(CONT.) Market Value
--------------
MACHINERY (Cont.)
Manitowoc Company, Inc. $ 200,000
N P C, Inc. 3,626,087
Numatics, Inc. 489,500
P W Eagle, Inc. 1,435,559
Safety Speed Cut Manufacturing Company, Inc. 3,389,804
Synventive Equiry LLC 2,099,311
Thermadyne LLC 740,625
Tronair, Inc. 3,019,148
Tubular Textile Machinery 2,558,346
W E C Company, Inc. --
Weasler Holdings LLC 2,140,584
--------------
24,009,073
--------------
MEDICAL DEVICESBIOTECH - 2.51 %
Beacon Medical Products, Inc. 2,006,242
Coeur, Inc. 1,113,579
E X C Acquisition Corporation 2,113,312
--------------
5,233,133
--------------
MINING, STEEL, IRON
& NON PRECIOUS METALS - 0.05 %
Better Minerals & Aggregates 108,991
--------------
OIL AND GAS - 3.73 %
Centerpoint Energy, Inc. --
Chesapeake Energy Corporation --
Dynegy Holdings, Inc. 430,625
Mustang Ventures Company 2,121,796
North American Energy Partners 396,000
Offshore Logistics, Inc. 427,500
Pacific Energy Partners/Fin 507,500
Supreme Industries, Inc. 745,250
T G C Industries, Inc. 15,393
Transmontaigne, Inc. 1,793,293
United Refining Co. 794,725
Williams Companies, Inc. 550,000
--------------
7,782,082
--------------
PHARMACEUTICALS - 2.50 %
Enzymatic Therapy, Inc. 961,567
Sabex 2002, Inc. 4,253,986
--------------
5,215,553
--------------
PUBLISHING/PRINTING -1.22 %
American Media Operation, Inc. 193,500
Cadmus Communications Corporation 750,000
Mail-Well, Inc. 1,001,000
Sheridan Acquisition Corporation 394,687
Von Hofftyyan Press, Inc. 205,750
--------------
2,544,937
--------------
RETAIL STORES - 6.22%
E O S International, Inc. 8,000
General Nutrition Center 830,000
Neff Corporation 1,076,235
Olympic Sales, Inc. 3,551,427
P H I Holding Company 2,206,753
Rent-A-Center, Inc. 410,000
Rent-Way, Inc. 1,165,044
Sports Club Co. 135,000
TVI, Inc. 2,555,649
United Rentals, Inc. 1,035,625
--------------
12,973,733
--------------
TECHNOLOGY - 0.60%
Cymer, Inc. 864,875
Delstar Holding Corporation 390,886
--------------
1,255,761
--------------
TELECOMMUNICATIONS -1.80%
Alamosa Holdings, Inc. 746,250
Cincinnati Bell, Inc. 89,000
Jordan Telecom Products --
MCI, Inc. 895,000
Nextel Communications Corporation 707,000
Telex Communications, Inc. 789,737
Triton P C S, Inc. 519,750
--------------
3,746,737
--------------
UTILITIES - 0.25 %
Nalco Company 523,750
--------------
TOTAL CORPORATE RESTRICTED AND
PUBLIC SECURITIES -100.17 % $ 209,107,028
==============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
27
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"), a
wholly-owned indirect subsidiary of Massachusetts Mutual Life Insurance
Company ("MassMutual"), acts as its investment adviser. The Trust's
investment objective is to maintain a portfolio of securities providing a
fixed yield while providing an opportunity for capital gains, by investing
primarily in a portfolio of privately placed below, investment grade, long
term corporate debt obligations with equity features, such as warrants,
conversions rights or other equity features and, occasionally, preferred
stocks purchased directly from their issuers.
On January 27,1998, the Board of Trustees authorized the formation of a
wholly-owned subsidiary ("MMCI Subsidiary Trust") for the purpose of
holding certain investments. The results of MMCI Subsidiary Trust have
been included in the accompanying consolidated financial statements.
Footnote 2.D, below discusses the Federal tax consequences of the MMCI
Subsidiary Trust.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Trust in the preparation of the consolidated financial
statements in conformity with accounting principles generally accepted in
the United States of America.
A. VALUATION OF INVESTMENTS:
Valuation of a security in the Trust's portfolio is made on the basis of
market price whenever market quotations are readily available and all
securities of the same class held by the Trust can be readily sold in such
market.
Nearly all securities which are acquired by the Trust directly from the
issuers and shares into which such securities may be converted or which
may be purchased on the exercise of warrants attached to such securities
will be subject to legal or contractual delays in, or restrictions on,
resale and will therefore be "restricted securities". Generally speaking,
as contrasted with open-market sales of unrestricted securities which may
be effected immediately if the market is adequate, absent an exemption
from registration, restricted securities can be sold only in a public
offering for which a registration statement is in effect under the
Securities Act of 1933.
The value of restricted securities, and of any other assets for which
there are no reliable market quotations, is the fair value as determined
in good faith by the Trust's Board of Trustees (the "Trustees"). Each
restricted security is valued by the Trustees at the time of the
acquisition thereof and at least quarterly thereafter. The Trustees have
established guidelines to aid in the valuation of each security.
Generally, restricted securities are initially valued at cost or less at
the time of acquisition by the Trust. Values greater or less than cost are
used thereafter for restricted securities in appropriate circumstances.
Among the factors ordinarily considered are the existence of restrictions
upon the sale of the security by the Trust; an estimate of the existence
and extent of a market for the security; the extent of any discount at
which the security was acquired; the estimated period of time during which
the security will not be freely marketable; the estimated expenses of
registering or otherwise qualifying the security for public sale;
estimated underwriting commissions if underwriting would be required to
effect a sale; in the case of a convertible security, whether or not it
would trade on the basis of its stock equivalent; in the case of a debt
obligation which would trade independently of any equity equivalent, the
current yields on comparable securities; the estimated amount of the
floating supply of such securities available for purchase; the proportion
of the issue held by the Trust; changes in the financial condition and
prospects of the issuer; the existence of merger proposals or tender
offers affecting the issuer; and any other factors affecting fair value,
all in accordance with the Investment Company Act of 1940. In making
valuations, opinions of counsel may be relied upon as to whether or not
securities are restricted securities and as to the legal requirements for
public sale.
--------------------------------------------------------------------------------
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL CORPORATE INVESTORS
(Continued)
When market quotations are readily available for unrestricted securities
of an issuer, restricted securities of the same class are generally valued
at a discount from the market price of such unrestricted securities. The
Trustees, however, consider all factors in fixing any discount, including
the filing of a registration statement for such securities under the
Securities Act of 1933 and any other developments which are likely to
increase the probability that the securities may be publicly sold by the
Trust without restriction.
The Trust's Board of Trustees meets at least once in each quarter to value
the Trust's portfolio securities as of the close of business on the last
business day of the preceding quarter. This valuation requires the
approval of a majority of the Trustees of the Trust, including a majority
of the Trustees who are not interested persons of the Trust or of Babson,
the Trust's investment adviser. In making valuations, the Trustees will
consider reports by Babson analyzing each portfolio security in accordance
with the relevant factors referred to above. Babson has agreed to provide
such reports to the Trust at least quarterly.
The financial statements include restricted securities valued at
$153,810,725 (73.68% of net assets) as of June 30, 2004 whose values have
been estimated by the Board of Trustees in the absence of readily
ascertainable market values. Due to the inherent uncertainty of valuation,
those estimated values may differ significantly from the values that would
have been used had a ready market for the securities existed, and the
differences could be material.
The values for corporate public securities are stated at the last reported
sales price or at prices based upon quotations obtained from brokers and
dealers as of June 30, 2004, subject to discount where appropriate, and
are approved by the Trustees.
Short-term securities with more than sixty days to maturity are valued at
fair value and short-term securities having a maturity of sixty days or
less are valued at amortized cost which approximates market value.
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.
--------------------------------------------------------------------------------
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL CORPORATE INVESTORS
(Continued)
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.
3. INVESTMENT SERVICES FEE
Under an Investment Services Contract with the Trust dated July 1, 1988
Babson has agreed to use its best efforts to present to the Trust a
continuing and suitable investment program consistent with the investment
objectives and policies of the Trust. Babson has further agreed that it
will request each issuer of securities which MassMutual is prepared to
purchase in a private placement, and which would be consistent with the
investment objectives and policies of the Trust, to also offer such
securities to the Trust. Babson will use its best efforts to insure that
issuers accede to such requests. MassMutual has agreed that, subject to
such orders of the Securities and Exchange Commission as may apply, it
will invest concurrently with the Trust in any such investment. Babson
represents the Trust in any negotiations with issuers, investment banking
firms, securities brokers or dealers and other institutions or investors
relating to the Trust's investments. Under the contract, Babson provides
administration of the day-to-day operations of the Trust and provides the
Trust with office space and office equipment, accounting and bookkeeping
services, and necessary executive, clerical and secretarial personnel for
the performance of the foregoing services.
Under the Investment Services Contract, the Trust pays Babson a quarterly
base rate (the "Base Fee Rate") of 5/16 of 1% of the value of the Trust's
net assets as of the end of each fiscal quarter, approximately equivalent
to 1.25% of the net asset value of the Trust on an annual basis, plus or
minus a quarterly performance adjustment (the "Performance Adjustment") of
up to 1/16 of 1%, approximately equivalent to .25% on an annual basis.
The Performance Adjustment is based on the Trust's performance as compared
to a benchmark rate of return (the "Target Rate") equal to 5.0 percentage
points plus an unweighted, arithmetic average of the rates of return on
the Standard & Poor's Industrials Composite (formerly called the Standard
& Poor's Industrial Price Index) and the Lehman Brothers Intermediate U.S.
Credit Index (formerly called the Lehman Brothers Intermediate Corporate
Bond Index) over a rolling three-year period (the "Measurement Period")
comprising the twelve quarters ending on the last day of each quarter (the
"Valuation Date"). The Standard & Poor's Industrials Composite is not
available to the general public. Standard & Poor's provides Babson with
the information for this index. The 3-year annualized return for the
Standard & Poor's Industrials Composite for the period ending June 30,
2004, was -0.98%. The Performance Adjustment is equal to 5% of the
difference between the Trust's actual rate of return over the Measurement
Period and the Target Rate. If the Trust's actual rate of return exceeds
the Target Rate, the Base Fee Rate is increased by an amount equal to the
Performance Adjustment; if the Trust's actual rate of return is less than
the Target Rate, the Base Fee Rate is reduced by the Performance
Adjustment. The advisory fee payable by the Trust is equal to the Base Fee
Rate (as adjusted by the Performance Adjustment) times the net asset value
of the Trust as of the Valuation Date. The Performance Adjustment for the
quarters ended March 31 and June 30, 2004 was:
PERFORMANCE
ADJUSTMENT AMOUNT
---------- ------
March 31, 2004 0.0625% $127,113
June 30, 2004 0.0625% $130,956
--------------------------------------------------------------------------------
30
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
six months ended June 30, 2004, the Trust incurred total interest expense
on the Note of $739,000.
The Trust may redeem the Note, in whole or in part, at the principal
amount proposed to be redeemed together with the accrued and unpaid
interest thereon through the redemption date plus the Make Whole Premium.
The Make Whole Premium equals the excess of (i) the present value of the
scheduled payments of principal and interest which the Trust would have
paid but for the proposed redemption, discounted at the rate of interest
of U.S. Treasury obligations whose maturity approximates that of the Note
plus 0.50% over (u) 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 up-front fee
equal to 0.10% on the total commitment. The facility fee is 0.15% per
annum of the total commitment.
As of June 30, 2004, there was $6,000,000 in outstanding loans against the
Revolver and the rate of interest attributable to the Revolver was 1.63%.
For the six months ended June 30, 2004, the Trust incurred total interest
expense on the Revolver of $10,973, plus $18,699 related to the undrawn
portion.
5. PURCHASES AND SALES OF INVESTMENTS
FOR THE SIX MONTHS ENDED 6/30/2004
----------------------------------
COST OF PROCEEDS FROM
INVESTMENTS SALES OR
ACQUIRED MATURITIES
----------------------------------
Corporate restricted securities $ 55,536,684 $ 54,542,777
Corporate public securities 9,512,057 11,497,337
Short-term securities 314,704,359 304,360,961
The aggregate cost of investments was the same for financial reporting and
federal income tax purposes as of June 30, 2004. The net unrealized
depreciation of investments for financial reporting and federal tax
purposes as of June 30, 2004 is $17,822,888 and consists of $18,213,776
appreciation and $36,036,664 depreciation.
--------------------------------------------------------------------------------
31
6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS MARCH 31, 2004
--------------------------
AMOUNT PER SHARE
----------- -----------
Investment income $ 5,045,227
Net investment income 3,764,100 $ 0.42
Net realized and unrealized gain on
investment 4,232,404 0.48
JUNE 30, 2004
--------------------------
AMOUNT PER SHARE
----------- -----------
Investment income $ 6,600,662
Net investment income 5,279,982 $ 0.59
Net realized and unrealized gain on
investment (net of taxes) 4,035,224 0.45
7. CONTINGENCIES
The Trust, together with other investors including MassMutual, is a
plaintiff in litigation connected with private placement investments made
by the Trust in Sharp International Corporation ("Sharp"). Three managing
shareholders of Sharp, which is currently being liquidated in Chapter 11
liquidation proceedings, have pleaded guilty to criminal fraud charges.
Initially, two separate civil lawsuits were brought in New York State
court in an attempt to recover damages for lost investment funds from
Sharp's working capital lender and auditors. The first lawsuit involving
Sharp's working capital lender was dismissed prior to trial. An appeal of
this dismissal was unsuccessful. The discovery and deposition components
of the second, related lawsuit against Sharp's auditors, KPMG LLP, have
been completed. The parties to this lawsuit, including the Trust, agreed
to submit the matters which are the subject of the lawsuit to a
non-binding mediation proceeding. However, the parties were unable to
resolve these matters through mediation. The trial is scheduled to begin
early in 2005. The Trust is unable to estimate any potential recovery from
this lawsuit as of June 30, 2004.
RESULTS OF THE SHAREHOLDER MEETING
At the Annual Meeting of Shareholders held on Friday, April 30, 2004, the
Trust's Shareholders were asked to vote (a) to re-elect Donald E. Benson,
Donald Glickman and Robert E. Joyal as trustees for three year terms; and
(b) to approve the continuance of the Trust's current Investment Services
Contract with Babson. The Shareholders approved all of the proposals. The
Trust's other trustees (Martin T. Hart, Steve Kandarian, Jack A. Laughery,
Corine T. Norgaard and Stuart H. Reese) continue to serve their respective
terms following the April 30, 2004 Annual Shareholders Meeting. The
results of the Shareholders votes are set forth below.
A. ELECTION OF TRUSTEES
SHARES: % OF SHARES
TRUSTEE: FOR WITHHELD TOTAL VOTED FOR
-----------------------------------------------------------------------
Donald E. Benson 121,839
7,156,978 7,278,817 98.33%
Donald Glickman 7,170,535 108,282 7,278,817 98.51%
Robert E. Joyal 7,175,476 103,341 7,278,817 98.58%
B. APPROVAL OF THE CONTINUANCE OF THE TRUST'S INVESTMENT SERVICES CONTRACT
WITH DAVID L. BABSON & COMPANY INC. (NOW BABSON CAPITAL MANAGEMENT LLC)
DATED JULY 1, 1988.
SHARES: % OF SHARES
FOR AGAINST ABSTAINED TOTAL VOTED FOR
--------- ------- --------- --------- ---------
7,142,057 59,683 77,077 7,278,817 98.12%
--------------------------------------------------------------------------------
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 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.
ITEM 2. CODE OF ETHICS.
NOT APPLICABLE FOR THIS FILING.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
NOT APPLICABLE FOR THIS FILING.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
NOT APPLICABLE FOR THIS FILING.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
NOT APPLICABLE FOR THIS FILING.
ITEM 6. SCHEDULE OF INVESTMENTS.
NOT APPLICABLE FOR THIS FILING.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END
MANAGEMENT INVESTMENT COMPANIES.
NOT APPLICABLE FOR THIS FILING.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
NONE.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE.
ITEM 10. CONTROLS AND PROCEDURES.
(a) The principal executive officer and principal financial officer
of the Registrant evaluated the effectiveness of the Registrant's
disclosure controls and procedures (as defined in Rule 30a-3(c)
under the Investment Company Act of 1940 (the "Act")) as of a
date within 90 days of the filing date of this report and based
on this evaluation have concluded that such disclosure controls
and procedures are effective to provide reasonable assurance that
material information required to be disclosed by the Registrant
on Form N-CSR is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange
Commission's rules and forms.
(b) There have been no changes in the Registrant's internal control
over financial reporting (as defined in Rule 30a-3(d) under the
Act) that occurred during the Registrant's second fiscal
half-year that have materially affected, or are reasonably likely
to materially affect, the registrant's internal control over
financial reporting.
ITEM 11. EXHIBITS.
(a)(1)ANY CODE OF ETHICS, OR AMENDMENTS THERETO, THAT IS THE SUBJECT OF
DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT
INTENDS TO SATISFY THE ITEM 2 REQUIREMENTS THROUGH THE FILING OF
AN EXHIBIT.
NOT APPLICABLE FOR THIS FILING.
(a)(2)A SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE
30a-2 UNDER THE ACT.
Attached hereto as EX-99.31.1 and EX-99.31.2
(a)(3)ANY WRITTEN SOLICITATION TO PURCHASE SECURITIES UNDER RULE 23c-1
UNDER THE ACT (17 CFR 270.23c-1) SENT OR GIVEN DURING THE PERIOD
COVERED BY THE REPORT BY OR ON BEHALF OF THE REGISTRANT TO 10 OR
MORE PERSONS.
NONE.
(b) CERTIFICATIONS PURSUANT TO RULE 30a-2(b) UNDER THE ACT.
Attached hereto as EX-99.32.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): MassMutual Corporate Investors
----------------------------------
By: /s/ Roger W. Crandall
----------------------------------
Roger W. Crandall, President
----------------------------------
Date: September 7, 2004
----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Roger W. Crandall
----------------------------------
Roger W. Crandall, President
----------------------------------
Date: September 7, 2004
----------------------------------
By: /s/ Charles C. McCobb, Jr.
----------------------------------
Charles C. McCobb, Jr., Vice
President, and Chief Financial Officer
----------------------------------
Date: September 7, 2004
----------------------------------