MASSMUTUAL
PARTICIPATION
INVESTORS
[LOGO]
REPORT FOR THE THREE
MONTHS ENDED 3/31/05
ADVISER
Babson Capital Management LLC
1500 Main Street
MASSMUTUAL PARTICIPATION INVESTORS Springfield, Massachusetts 01115
c/o Babson Capital Management LLC
1500 Main Street, Suite 600 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Springfield, Massachusetts 01115 KPMG LLP
(413) 226-1516 Boston, Massachusetts 02110
COUNSEL TO THE TRUST
[LOGO] Ropes & Gray LLP
Boston, Massachusetts 02110
MPV CUSTODIAN
LISTED Citibank, N.A.
NYSE New York, New York 10043
TRANSFER AGENT & REGISTRAR
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
1-800-647-7374
Internet website: www.babsoncapital.com/mpv
INVESTMENT OBJECTIVE AND POLICY
MassMutual Participation Investors (the "Trust") is a closed-end management
investment company, first offered to the public in 1988, whose shares are
traded on the New York Stock Exchange under the trading symbol "MPV". The
Trust's share price can be found in the financial section of most
newspapers as "MassPrt" or "MassMuPrt" under the New York Stock Exchange
listings.
The Trust's investment objective is to maximize total return by providing a
high level of current income, the potential for growth of income, and
capital appreciation. The Trust's principal investments are privately
placed, below-investment grade, long-term corporate debt obligations
purchased directly from their issuers, which tend to be smaller companies.
At least half of these investments normally include equity features such as
warrants, conversion rights, or other equity features that provide the
Trust with the opportunity to realize capital gains. The Trust will also
invest in publicly traded debt securities (including high yield
securities), again with an emphasis on those with equity features, and in
convertible preferred stocks and, subject to certain limitations, readily
marketable equity securities. In addition, the Trust may temporarily invest
in high quality, readily marketable securities.
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. All registered shareholders are
automatically enrolled in the Dividend Reinvestment and Cash Purchase Plan
unless cash distributions are requested.
FORM N-Q PROXY VOTING POLICIES & PROCEDURES;
MassMutual Participation Investors PROXY VOTING RECORD
files its complete schedule of The Trustees of MassMutual
portfolio holdings with the U.S. Participation Investors have
Securities and Exchange Commission delegated proxy voting
for the first and third quarters of responsibilities relating to the
each fiscal year on Form N-Q. This voting of securities held by the
information is available (i) on the Trust to Babson Capital Management
U.S. Securities and Exchange LLC. A description of Babson
Commission's website at Capital's proxy voting policies and
http://www.sec.gov; and (ii) at the procedures is available (1) without
U.S. Securities and Exchange charge, upon request, by calling,
Commission's Public Reference Room toll-free 866-399-1516; (2) on
in Washington, DC (which MassMutual Participation Investors'
information on their operation may website:
be obtained by calling http://www.babsoncapital.com/mpv;
1-800-SEC-0330). A complete and (3) on the U.S. Securities and
schedule of portfolio holdings as Exchange Commission ("SEC") website
of each quarter-end is available at http://www.sec.gov. Information
upon request by calling, toll-free, regarding how the Trust voted
866-399-1516. proxies relating to portfolio
securities during the most recent
12-month period ended June 30 is
available (1) on MassMutual
Participation Investors' website:
http://www.babsoncapital.com/mpv;
and (2) on the SEC's website at
http://www.sec.gov.
TO OUR SHAREHOLDERS
April 30, 2005
We are pleased to present the March 31, 2005 Quarterly Report of MassMutual
Participation Investors (the "Trust"). At the Trust's Annual Shareholders
Meeting, which was held on April 22, 2005, shareholders re-elected Jack A.
Laughery and Corine Norgaard as Trustees, each for a three-year term. As a
result of the resignation of Steven Kandarian as a Trustee prior to the Annual
Meeting, the size of the Board was reduced from eight to seven members.
The Board of Trustees declared a quarterly dividend to 24 cents per share,
payable on May 16, 2005 to shareholders of record on May 2, 2005. The Trust had
previously paid a 24 cent per share dividend for the preceding quarter (plus a
special year-end dividend of 12 cents per share).
U.S. equity markets, as measured by several broad market indices declined during
the quarter. Large stocks, as approximated by the Dow Jones Industrial Average,
decreased 2.06%. Smaller stocks, as approximated by the Russell 2000 Index,
decreased 5.34%. U.S. fixed income markets, as measured by selected indices,
also posted negative returns for the quarter. The Lehman Brothers
Government/Credit Index and the Lehman Brothers U.S. Corporate High Yield Index
decreased 0.67% and 1.61%, respectively, for the quarter.
During the quarter ended March 31, 2005, net assets of the Trust increased to
$111,110,593 or $11.46 per share compared to $107,610,007 or $11.13 per share on
December 31, 2004, which translates into a 2.96% return for the quarter, based
on the change in the Trust's net assets assuming the reinvestment of all
dividends. Long term, the Trust returned 23.58%, 11.61%, and 14.16% for the 1-,
5-, and 10-year time periods ended March 31, respectively, based on the change
in the Trust's net assets assuming the reinvestment of all dividends. The Trust
earned 23 cents per share of net investment income for the quarter, compared to
22 cents per share in the previous quarter.
During the quarter, the Trust made private placement investments in two new
issuers and closed one "follow-on" investment, totaling approximately $2.4
million. The follow-on investment purchased by the Trust was in Augusta
Sportswear Holding Co. The two new issuers the Trust invested in were Connor
Sport Court International, Inc. and Terra Renewal Services, Inc. The weighted
average coupon of these investments was 11.4%. (A BRIEF DESCRIPTION OF THESE
INVESTMENTS CAN BE FOUND IN THE SCHEDULE OF INVESTMENTS.)
Thank you for your continued interest in and support of MassMutual Participation
Investors.
Sincerely,
/s/ Roger W. Crandall
---------------------------
Roger W. Crandall
President
PORTFOLIO COMPOSITION AS OF 03/31/05*
Public High Yield Debt 24%
Public Equity 2%
Cash & Short Term Investments 10%
Private/Restricted Equity 16%
Private Investment Grade Debt 3%
Private High Yield Debt 45%
*BASED ON MARKET VALUE OF TOTAL INVESTMENTS
CONSOLIDATED STATEMENT OF MASSMUTUAL PARTICIPATION INVESTORS
ASSETS AND LIABILITIES
March 31, 2005
(Unaudited)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost - $93,491,200) $ 93,148,786
Corporate public securities at market value
(Cost - $26,873,388) 27,884,318
Short-term securities at cost plus earned discount which
approximates market value 9,053,505
------------
130,086,609
Cash 1,950,755
Interest receivable 2,384,638
Receivable for investments sold 140,082
Other assets 18,978
------------
TOTAL ASSETS $134,581,062
============
LIABILITIES:
Management fee payable $ 249,456
Note payable 12,000,000
Revolving Credit Agreement 10,500,000
Interest payable 292,538
Accrued expenses 97,899
Accrued taxes payable 330,576
------------
TOTAL LIABILITIES 23,470,469
NET ASSETS:
Common shares, par value $.01 per share; an
unlimited number authorized 96,964
Additional paid-in capital 89,919,670
Retained net realized gain on investments, prior years 19,858,001
Undistributed net investment income 2,653,553
Accumulated net realized loss on investments (1,844,725)
Net unrealized appreciation of investments 427,130
------------
TOTAL NET ASSETS 111,110,593
TOTAL LIABILITIES AND NET ASSETS $134,581,062
============
COMMON SHARES ISSUED AND OUTSTANDING 9,696,389
============
NET ASSET VALUE PER SHARE $ 11.46
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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2
CONSOLIDATED STATEMENT OF MASSMUTUAL PARTICIPATION INVESTORS
ASSETS AND LIABILITIES
For the three months ended March 31, 2005
(Unaudited)
INVESTMENT INCOME:
Interest $ 2,832,256
Dividends 1,269
------------
TOTAL INVESTMENT INCOME 2,833,525
------------
EXPENSES:
Management fees 249,456
Interest 253,785
Trustees' fees and expenses 30,600
Transfer agent/registrar's expenses 6,600
Reports to shareholders 30,000
Professional fees 57,600
Other 12,758
------------
TOTAL EXPENSES 640,799
------------
NET INVESTMENT INCOME ($0.23 PER SHARE) 2,192,726
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized loss on investments before taxes (362,607)
Net change in unrealized depreciation of investments 1,687,535
Provision for taxes (322,812)
------------
NET GAIN ON INVESTMENTS 1,002,116
------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 3,194,842
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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3
CONSOLIDATED STATEMENT OF MASSMUTUAL PARTICIPATION INVESTORS
ASSETS AND LIABILITIES
For the three months ended March 31, 2005
(Unaudited)
NET DECREASE IN CASH:
Cash flows from operating activities:
Interest and dividends received $ 2,126,220
Interest expense paid (75,071)
Operating expenses paid (454,745)
Income taxes paid (408,655)
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,187,749
Cash flows from investing activities:
Purchases/Proceeds/Maturities from short-term
portfolio securities, net (3,426,104)
Purchases of portfolio securities (8,776,805)
Proceeds from disposition of portfolio securities 13,772,241
------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 1,569,332
------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES 2,757,081
------------
Cash flows from financing activities:
Receipts for shares issued on reinvestment of dividends 305,744
Cash dividends paid from net investment income (3,482,121)
------------
NET CASH USED FOR FINANCING ACTIVITIES (3,176,377)
------------
NET DECREASE IN CASH (419,296)
Cash - beginning of year 2,370,051
------------
CASH - END OF PERIOD $ 1,950,755
============
RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET
CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES:
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 3,194,842
------------
Increase in investments (1,315,212)
Increase in interest receivable (517,303)
Decrease in receivable for investments sold 1,388,593
Increase in other assets (18,978)
Increase in management fee payable 7,784
Increase in interest payable 178,714
Decrease in accrued expenses (75,516)
Decrease in accrued taxes payable (85,843)
------------
TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (437,761)
------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES $ 2,757,081
============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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4
CONSOLIDATED STATEMENTS OF MASSMUTUAL PARTICIPATION INVESTORS
CHANGES IN NET ASSETS
For the three months ended March 31, 2005 and the year ended December 31, 2004
For the three
months ended For the
03/31/2005 year ended
(Unaudited) 12/31/2004
------------ ------------
INCREASE IN NET ASSETS:
OPERATIONS:
Net investment income $ 2,192,726 $ 9,713,437
Net realized (loss) gain on investments
before taxes (362,607) 1,196,570
Net change in unrealized depreciation of
investments 1,687,535 12,493,998
Provision for taxes (322,812) (504,437)
Net increase in net assets resulting from
operations 3,194,842 22,899,568
Net increase in shares of beneficial
interest transactions (common shares
issued: 2005 - 23,830; 2004 - 81,587) 305,744 927,073
Dividends to shareholders from:
Net investment income (2004 - $1.10 per
share) -- (10,613,225)
TOTAL INCREASE IN NET ASSETS 3,500,586 13,213,416
NET ASSETS, BEGINNING OF YEAR 107,610,007 94,396,591
------------ ------------
NET ASSETS, END OF PERIOD/YEAR $111,110,593 $107,610,007
============ ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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5
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS MASSMUTUAL PARTICIPATION INVESTORS
Selected data for each common share outstanding:
For the
three months
ended For the years ended December 31,
3/31/2005 ----------------------------------------------------------------------
(Unaudited) 2004 2003 2002 2001 2000
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
Beginning of year $ 11.13 $ 9.84 $ 8.78 $ 9.12 $ 9.75 $ 10.40
---------- ---------- ---------- ---------- ---------- ----------
Net investment income 0.23 1.00 0.80 0.87 0.93 1.00
Net realized and unrealized
gain (loss) on investments 0.10 1.36 1.21 (0.35) (0.61) (0.14)
---------- ---------- ---------- ---------- ---------- ----------
Total from investment operations 0.33 2.36 2.01 0.52 0.32 0.86
---------- ---------- ---------- ---------- ---------- ----------
Dividends from net investment
income to common shareholders -- (1.10) (0.96) (0.86) (0.96) (0.96)
Dividends from net realized gain
on investments to common shareholders -- -- -- -- -- (0.55)
Change from issuance of shares -- 0.03 0.01 -- 0.01 --
---------- ---------- ---------- ---------- ---------- ----------
Total distributions -- (1.07) (0.95) (0.86) (0.95) (1.51)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
End of period/year $ 11.46 $ 11.13 $ 9.84 $ 8.78 $ 9.12 $ 9.75
---------- ---------- ---------- ---------- ---------- ----------
Per share market value:
End of period/year $ 12.20 $ 13.31 $ 11.65 $ 9.40 $ 9.10 $ 10.94
========== ========== ========== ========== ========== ==========
Total investment return
Market value (8.34)%* 25.77% 35.50% 12.58% (8.02)% 22.91%
Net asset value ** 2.96%* 25.14% 23.72% 5.70% 3.41% 8.11%
Net assets (in millions):
End of period/year $ 111.11 $ 107.61 $ 94.40 $ 83.59 $ 86.09 $ 90.95
Ratio of operating expenses to average
net assets 0.35%* 1.63% 1.65% 1.27% 1.22% 1.28%
Ratio of interest expense to average
net assets 0.23%* 0.89% 0.97% 1.08% 1.47% 1.54%
Ratio of total expenses to average
net assets 0.58%* 2.52% 2.62% 2.35% 2.69% 2.82%
Ratio of net investment income
to average net assets 2.00%* 9.60% 8.55% 9.42% 9.70% 9.20%
Portfolio turnover 7.18%* 51.25% 55.08% 35.32% 21.58% 55.97%
* 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 in no guarantee of future results.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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6
CONSOLIDATED SCHEDULE OF INVESTMENTS MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES - 83.83% (A) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
PRIVATE PLACEMENT INVESTMENTS - 76.80%
A T I ACQUISITION COMPANY
A for-profit post-secondary school serving students in
Texas, Florida and Arizona.
12% Senior Subordinated Note due 2012 $ 1,125,000 04/08/04 $ 1,125,000 $ 1,066,349
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 1,230 shs. 04/08/04 -- 12
------------ ------------
1,125,000 1,066,361
------------ ------------
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 $ 1,125,000 05/18/04 1,019,489 1,041,909
Limited Partnership Interest of AWC Investment, LLC (B) 132 uts. 05/18/04 112,500 101,252
------------ ------------
1,131,989 1,143,161
------------ ------------
ADORN, INC.
A manufacturer of wall panels, cabinets, moldings and
countertops for houses and recreational vehicles.
12.5% Subordinated Note due 2010 $ 1,125,000 02/29/00 1,027,644 1,125,000
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 192 shs. 02/29/00 162,931 161,625
------------ ------------
1,190,575 1,286,625
------------ ------------
AMERICA'S BODY COMPANY, INC./LCP HOLDING CO.
A designer and manufacturer of commercial work vehicles.
12% Preferred Stock Series C (B) 197 shs. 12/16/03 875,000 1,750,000
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 40 shs. * 256,667 --
------------ ------------
1,131,667 1,750,000
------------ ------------
AMERICAN HOSPICE MANAGEMENT HOLDING LLC
A for-profit hospice care provider in the United States.
12% Senior Subordinated Note due 2010 $ 1,125,000 01/22/04 1,005,081 1,158,750
Preferred Class A Unit (B) 1,337 uts. 01/22/04 133,700 120,330
Common Class B Unit (B) 1,610 uts. 01/22/04 -- 126,799
------------ ------------
1,138,781 1,405,879
------------ ------------
AUGUSTA SPORTSWEAR HOLDING CO.
A manufacturer and distributor of athletic apparel,
activewear and team uniforms.
12% Senior Subordinated Note due 2012 $ 893,000 12/31/04 830,899 895,532
Common Stock (B) 261 shs. ** 261,000 234,900
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 73 shs. 12/31/04 63,254 1
------------ ------------
1,155,153 1,130,433
------------ ------------
*11/02/98 and 12/24/03.
**12/31/04 and 03/31/05.
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CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
BEACON MEDICAL PRODUCTS, INC.
A designer, manufacturer and marketer of medical air and
gas distribution systems.
Senior Secured Floating Rate Revolving Credit
Facility due 2007 $ 131,792 04/09/02 $ 131,792 $ 131,628
Senior Secured Tranche A Floating Rate Note due 2008 $ 466,242 04/09/02 466,242 461,631
12% Senior Secured Note due 2010 $ 412,112 04/09/02 356,647 431,668
Limited Partnership Interest of Riverside Capital
Appreciation Fund IV, L.P. (B) 6.38% int. 04/09/02 87,045 80,691
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 794 shs. 04/09/02 72,856 73,635
------------ ------------
1,114,582 1,179,253
------------ ------------
BETA BRANDS LTD
A manufacturer of hard candy and chocolate-coated
products sold primarily to the Canadian market.
5% Promissory Note due 2009 (B) $ 96,698 03/31/04 96,698 --
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 2,421 shs. 03/31/04 1 --
------------ ------------
96,699 --
------------ ------------
BETTER MINERALS & AGGREGATES
A producer of high grade industrial and specialty silica sands.
14% Redeemable Preferred Stock (B) 499 shs. 09/30/99 272,912 54,525
Convertible Preferred Stock Series A and B, convertible
into common stock at $9.26 per share (B) 62,997 shs. 12/19/96 583,300 --
Common Stock (B) 10,013 shs. 09/30/99 399,505 --
Warrants, exercisable until 2005 and 2010, to purchase
common stock at $.01 per share (B) 5,700 shs. * 64,247 --
------------ ------------
1,319,964 54,525
------------ ------------
BRAMPTON FASTENER CO. LTD
A value-added national distributor of maintenance, repair
and operating supplies such as fasteners, electrical
components and tools.
8% Senior Secured Term A Note due 2009 $ 420,000 12/31/04 420,000 342,720
12% Senior Secured Term B Note due 2009 $ 430,000 12/31/04 430,000 439,030
Limited Partnership Interest of Brafasco Investors LLC (B) 44,000 uts. 12/31/04 44,000 39,600
Preferred Stock (B) 155 shs. 12/31/04 -- 77,500
Warrant of G C-Sun Holdings L.P., exercisable until
2008, to purchase common stock at $.01 per share (B) 469 shs. 03/02/00 185,220 --
------------ ------------
1,079,220 898,850
------------ ------------
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 $ 569,277 09/13/02 569,277 574,709
11% Senior Subordinated Note due 2010 $ 478,916 09/13/02 456,261 488,532
Common Stock (B) 180,723 shs. 09/13/02 180,723 144,578
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 78,386 shs. 09/13/02 34,428 784
------------ ------------
1,240,689 1,208,603
------------ ------------
*12/19/96 and 09/30/99.
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CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
CAINS FOODS, L.P.
A producer of mayonnaise and sauce products for both the
retail and food service markets.
Limited Partnership Interest (B) 58 uts. 09/29/95 $ 79,184 $ 250,288
------------ ------------
CAPESUCCESS LLC
A provider of diversified staffing services.
Preferred Membership Interests (B) 806 uts. 04/29/00 3,598 180
Common Membership Interests (B) 10,421 uts. 04/29/00 46,706 2,332
------------ ------------
50,304 2,512
------------ ------------
CAPITAL SPECIALTY PLASTICS, INC.
A producer of desiccant strips used for packaging
pharmaceuticals products.
Common Stock (B) 55 shs. * 252 252
------------ ------------
CHEMED CORPORATION
An operator in the residential and commercial repair-and
maintenance service industry through two wholly owned
subsidiaries, Roto-Rooter and Service America
Common Stock 10,500 shs. 02/24/04 525,000 803,040
------------ ------------
COEUR, INC.
A producer of proprietary, disposable power injection syringes.
Senior Secured Floating Rate Revolving Credit
Facility due 2010 $ 25,363 02/02/05 25,363 24,983
8.75% Senior Secured Term Note due 2010 $ 326,087 04/30/03 326,087 334,281
11.5% Senior Subordinated Note due 2011 $ 242,754 04/30/03 223,004 249,103
Common Stock (B) 72,463 shs. 04/30/03 72,463 65,217
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 50,099 shs. 04/30/03 23,317 501
------------ ------------
670,234 674,085
------------ ------------
COINING CORPORATION OF AMERICA LLC
A manufacturer of close tolerance parts and metal stampings.
Senior Secured Floating Rate Revolving Credit
Facility due 2006 $ 80,247 01/07/02 80,247 78,364
Senior Secured Floating Rate Tranche A Note due 2007 $ 552,469 06/26/01 552,469 513,993
13% Senior Secured Tranche B Note due 2006 $ 370,370 06/26/01 370,370 360,120
Limited Partnership Interest (B) 3.65% int. 06/26/01 185,185 148,148
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 61,163 shs. 06/26/01 45,370 612
------------ ------------
1,233,641 1,101,237
------------ ------------
*12/30/97 and 05/29/99.
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9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
COLIBRI HOLDINGS CORPORATION
A manufacturer and distributor of wild bird feeders and
accessories.
12.5% Senior Subordinated Note due 2008 $ 843,750 09/22/00 $ 760,804 $ 801,273
28% Preferred Stock (B) 38 shs. 11/02/01 37,500 40,326
20% Preferred Stock (B) 35 shs. 03/09/04 35,156 31,156
Common Stock (B) 756 shs. 09/22/00 281,250 140,625
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 446 shs. 09/22/00 140,625 4
------------ ------------
1,255,335 1,013,384
------------ ------------
CONNOR SPORT COURT INTERNATIONAL, INC.
A designer and manufacturer of outdoor and indoor synthetic
sports flooring and other temporary flooring products.
12% Senior Subordinated Note due 2012 $ 1,059,417 * 975,790 1,040,382
Limited Partnership Interest (B) 103,135 uts. ** 103,135 92,821
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 92 shs. * 84,829 1
------------ ------------
1,163,754 1,133,204
------------ ------------
CORVEST GROUP, INC.
A manufacturer and distributor of promotional products.
12% Senior Subordinated Note due 2007 $ 2,045,455 *** 1,991,522 1,840,910
Common Stock (B) 30 shs. *** 51,136 12,784
Limited Partnership Interest (B) 10.23% int. *** 150,810 37,955
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 171 shs. *** 157,343 73,721
------------ ------------
2,350,811 1,965,370
------------ ------------
DELSTAR HOLDING CORPORATION
A manufacturer of plastic netting for a wide variety of
industries.
Convertible Preferred Stock, convertible into
common stock at $10 per share (B) 1,758 shs. 10/05/01 213,691 197,751
Convertible Preferred Stock, convertible into
common stock at $11.89 per share (B) 206 shs. 09/16/04 24,414 23,193
------------ ------------
238,105 220,944
------------ ------------
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 $ 81,522 07/19/01 76,024 81,633
Common Stock (B) 310 shs. 07/19/01 309,783 331,077
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 157 shs. 07/19/01 132,677 167,804
------------ ------------
518,484 580,514
------------ ------------
*08/12/04 and 01/18/05.
**08/12/04 and 01/14/05.
***03/05/99 and 03/24/99.
--------------------------------------------------------------------------------
10
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
DIRECTED ELECTRONICS, INC.
A designer and distributor of brand name automotive
security systems, audio products and installation accessories.
Class B Common Stock (B) 19,394 shs. 12/22/99 $ -- $ 296,723
Limited Partnership Interest (B) 4.61% int. 12/22/99 1 444,618
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 25,713 shs. 12/22/99 -- 393,407
------------ ------------
1 1,134,748
------------ ------------
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) 13.57% int. 08/27/98 366,495 --
Preferred Stock (B) 1,639 shs. 12/14/01 1,392,067 1,044,048
Warrants, exercisable until 2011, to purchase common
stock of DHI Holdings, Inc. at $.01 per share (B) 6,676 shs. * 201,655 --
------------ ------------
1,960,217 1,044,048
------------ ------------
DWYER GROUP, INC.
A franchiser of a variety of home repair services.
14% Senior Subordinated Note due 2011 $ 984,375 10/30/03 895,277 1,010,420
Common Stock (B) 3,656 shs. ** 365,600 329,040
Warrant, exercisable until 2011,
to purchase common stock at $.01 per share (B) 1,077 shs. 10/30/03 98,719 11
------------ ------------
1,359,596 1,339,471
------------ ------------
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 $ 1,142,078 06/28/04 1,103,704 1,187,761
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 11 shs. 06/28/04 40,875 --
------------ ------------
1,144,579 1,187,761
------------ ------------
EAGLE PACK PET FOODS, INC.
A manufacturer of premium pet food sold through
independent pet stores.
14% Senior Subordinated Note due 2011 $ 562,500 09/24/04 542,523 561,272
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 2,163 shs. 09/24/04 20,893 22
------------ ------------
563,416 561,294
------------ ------------
EAGLE WINDOW & DOOR HOLDING CO.
A manufacturer of wood and aluminum-clad wood
windows and doors.
12% Senior Subordinated Note due 2010 $ 1,000,000 05/06/02 885,694 1,030,000
Common Stock (B) 125 shs. 05/06/02 125,000 272,250
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 232 shs. 05/06/02 150,000 505,165
------------ ------------
1,160,694 1,807,415
------------ ------------
*10/24/96 and 08/28/98.
**10/30/03 and 01/02/04.
--------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
EAST RIVER VENTURES I, L.P.
An acquirer of controlling or substantial interests in
other entities.
Limited Partnership Interest (B) 0.04% int. 01/01/01 $ 7,238 $ 6,821
------------ ------------
ENZYMATIC THERAPY, INC.
A manufacturer and distributor of branded natural
medicines and nutritional supplements.
13% Senior Subordinated Note due 2006 (B) $ 843,750 09/17/02 714,590 506,250
Limited Partnership Interest (B) 0.70% int. 03/30/00 281,250 2,813
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 253 shs. 03/30/00 135,000 3
------------ ------------
1,130,840 509,066
------------ ------------
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 $ 1,125,000 09/09/03 1,108,364 891,432
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 23,229 shs. 09/09/03 18,869 232
------------ ------------
1,127,233 891,664
------------ ------------
EVANS CONSOLES, INC.
A designer and manufacturer of consoles and control
center systems.
10% Senior Secured Note due 2006 $ 68,418 05/06/04 68,418 68,418
Limited Partnership Interest of CM Equity Partners (B) 1.21% int. 02/11/98 64,535 --
Common Stock (B) 45,000 shs. 05/06/04 6 --
------------ ------------
132,959 68,418
------------ ------------
HIGHGATE CAPITAL LLC
An acquirer of controlling or substantial interests in
manufacturing and marketing entities.
Series A Preferred Units (B) 0.30% int. 07/21/94 96,320 681
------------ ------------
HOME DECOR HOLDING COMPANY
A designer, manufacturer and marketer of framed art and
wall decor products.
12.5% Senior Subordinated Note due 2012 $ 1,081,731 * 980,419 1,098,615
Common Stock (B) 33 shs. * 33,216 29,898
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 106 shs. * 105,618 1
------------ ------------
1,119,253 1,128,514
------------ ------------
HUSSEY SEATING CORPORATION
A manufacturer of spectator seating products.
Senior Secured Floating Rate Revolving Note due 2006 $ 1,054,767 06/12/96 1,054,767 527,384
Senior Secured Floating Rate Note due 2006 $ 216,563 ** 216,563 108,281
12% Senior Subordinated Note due 2006 $ 675,000 03/31/03 675,000 6,750
Common Stock (B) 2,860 shs. 03/12/04 112,500 --
------------ ------------
2,058,830 642,415
------------ ------------
*06/30/04 and 08/19/04.
**06/12/96 and 08/03/01.
--------------------------------------------------------------------------------
12
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
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 $ 922,049 03/01/04 $ 920,761 $ 878,067
Common Stock (B) 130 shs. 06/01/00 149,500 29,900
------------ ------------
1,070,261 907,967
------------ ------------
JASON, INC.
A diversified manufacturing company serving various
industrial markets.
13% Senior Subordinated Note due 2008 $ 510,187 08/04/00 474,192 503,765
14% Cumulative Redeemable Preferred Stock Series A (B) 153 shs. 08/04/00 153,119 150,617
Limited Partnership Interest of Saw Mill Capital
Fund II, L.P. (B) 1.30% int. 08/03/00 469,275 351,995
Warrants, exercisable until 2008 and 2009, to purchase
common stock at $.01 per share (B) 26,931 shs. 08/04/00 61,101 24,844
------------ ------------
1,157,687 1,031,221
------------ ------------
JUSTRITE MANUFACTURING ACQUISITION CO.
A manufacturer of safety products such as storage cabinets
and containers.
12% Senior Subordinated Note due 2011 $ 843,750 12/15/04 791,516 837,507
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 593 shs. 12/15/04 53,528 6
------------ ------------
845,044 837,513
------------ ------------
KEEPSAKE QUILTING, INC.
A seller of quilting fabrics, books, patterns, kits and
notions to consumers.
Senior Secured Floating Rate Revolving Note due 2005 $ 20,967 06/16/00 20,967 20,959
Senior Secured Floating Rate Tranche A Note due 2007 $ 348,581 06/16/00 348,581 346,029
12% Senior Secured Tranche B Note due 2008 $ 314,509 06/16/00 300,666 323,944
Limited Partnership Interest of Riverside XVI Holding
Company, L.P. (B) 3.02% int. 06/12/00 190,563 142,886
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 633 shs. 06/12/00 26,209 47,463
------------ ------------
886,986 881,281
------------ ------------
KELE AND ASSOCIATES, INC.
A distributor of building automation control products.
12% Senior Subordinated Note due 2012 $ 969,643 02/27/04 883,599 967,686
Common Stock (B) 18 shs. 02/27/04 244,608 262,127
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 6 shs. 02/27/04 4,124 --
------------ ------------
1,132,331 1,229,813
------------ ------------
KENAN-ADVANTAGE TRANSPORT COMPANY
A transporter of light petroleum, petrochemicals, lubricants
and residual fuels.
12.5% Senior Subordinated Note due 2009 $ 962,170 04/30/01 962,170 981,413
Preferred Stock (B) 163 shs. 04/30/01 163,000 326,000
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 142 shs. 04/30/01 7 1
------------ ------------
1,125,177 1,307,414
------------ ------------
--------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
KEYSTONE NORTH AMERICA, INC.
An operator of funeral homes in North America.
Common Stock (B) 28,577 shs. 02/08/05 $ 137,444 $ 173,177
------------ ------------
LANCASTER LABORATORIES, INC.
A laboratory testing operation in the United States.
Common Stock (B) 455,739 shs. 09/25/00 312,254 810,076
------------ ------------
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 $ 2,036,000 * 1,849,254 2,048,254
Common Stock (B) 3,057 shs. * 213,998 171,192
Warrant, exercisable until 2006, to purchase
common stock at $.11 per share (B) 8,245 shs. * 318,838 461,720
------------ ------------
2,382,090 2,681,166
------------ ------------
MAVERICK ACQUISITION COMPANY
A manufacturer of capsules that cover the cork and neck of
wine bottles.
Senior Secured Floating Rate Revolving Note due 2009 $ 13,433 02/17/05 13,433 13,312
Senior Secured Floating Rate Tranche A Note due 2010 $ 447,762 09/03/04 447,762 442,699
12% Senior Secured Tranche B Note due 2011 $ 179,104 09/03/04 157,620 182,731
Limited Partnership Interest (B) 4.48% int. 09/03/04 33,582 30,224
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 243 shs. 09/03/04 22,556 2
------------ ------------
674,953 668,968
------------ ------------
MAXON CORPORATION
A manufacturer of industrial combustion equipment and
related shut-off valves and control valves.
12% Senior Subordinated Note due 2012 $ 549,837 09/30/04 499,814 544,044
8.75% Senior Subordinated Note due 2012 $ 732,065 09/30/04 732,065 732,065
Common Stock (B) 218,099 shs. 09/30/04 218,099 196,289
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 87,755 shs. 09/30/04 51,941 878
------------ ------------
1,501,919 1,473,276
------------ ------------
MEDASSIST, INC.
A provider of patient eligibility and accounts receivable
management services to hospitals and physician practices.
12% Senior Subordinated Note due 2011 $ 1,125,000 05/01/03 1,106,972 1,158,750
8% Preferred Stock (B) 44 shs. 10/28/04 44,289 44,055
Common Stock (B) 13,863 shs. 10/28/04 18,576 18,964
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 44,054 shs. 05/01/03 21,534 60,266
------------ ------------
1,191,371 1,282,035
------------ ------------
*12/23/98 and 01/28/99.
--------------------------------------------------------------------------------
14
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
MOSS, INC.
A manufacturer and distributor of large display and exhibit
structures.
Senior Secured Floating Rate Revolving Note due 2007 $ 57,660 03/24/05 $ 57,660 $ 57,660
Senior Secured Floating Rate Tranche A Note due 2007 $ 486,355 09/21/00 486,355 486,355
12% Senior Secured Tranche B Note due 2008 $ 192,200 09/21/00 181,663 192,200
Limited Partnership Interest of Riverside Capital
Appreciation Fund I, L.P. (B) 21.37% int. * 178,069 222,576
Warrant, exercisable until 2008, to purchase
common stock at $100 per share (B) 264 shs. 09/21/00 23,064 10,997
------------ ------------
926,811 969,788
------------ ------------
MUSTANG VENTURES COMPANY
A natural gas gathering and processing operation located in
Oklahoma and Texas.
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 8,752 shs. 12/11/02 261,264 451,727
------------ ------------
NEFF MOTIVATION, INC.
A manufacturer and distributor of customized awards and
sportswear to schools.
12.5% Senior Subordinated Note due 2011 $ 562,500 01/31/03 481,533 582,240
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 112 shs. 01/31/03 95,625 46,025
------------ ------------
577,158 628,265
------------ ------------
NONNI'S FOOD COMPANY
A producer and distributor of premium biscotti and bagel
chips in North America
12.25% Senior Subordinated Note due 2012 $ 986,538 03/29/04 982,661 1,026,000
10% Preferred Stock (B) 135 shs. 03/29/04 135,044 139,478
Common Stock (B) 3,418 shs. 03/29/04 3,418 3,076
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 4,565 shs. 03/29/04 3,877 46
------------ ------------
1,125,000 1,168,600
------------ ------------
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 $ 186,513 06/25/99 186,513 183,930
Senior Secured Floating Rate Note due 2006 $ 1,075,424 06/25/99 1,075,409 1,059,905
12% Senior Secured Tranche B Note due 2007 $ 559,322 06/25/99 526,128 559,322
Limited Partnership Interest of Riverside XIII
Holding Company L.P. (B) 1.93% int. 06/11/99 169,648 126,536
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 115 shs. 06/25/99 81,356 1
------------ ------------
2,039,054 1,929,694
------------ ------------
*09/20/00 and 05/23/02.
--------------------------------------------------------------------------------
15
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
NYLONCRAFT, INC.
A supplier of engineered plastic components for the
automotive industry.
9% Senior Secured Note due 2009 $ 464,286 01/28/02 $ 464,286 $ 511,587
11.5% Senior Subordinated Note due 2012 $ 857,143 01/28/02 783,797 948,713
Common Stock (B) 178,571 shs. 01/28/02 178,571 186,428
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 138,928 shs. 01/28/02 92,597 143,790
------------ ------------
1,519,251 1,790,518
------------ ------------
OLYMPIC SALES, INC.
A boat retailer in Washington state, Oregon and California
and British Columbia.
12% Senior Subordinated Note due 2006 $ 1,387,000 08/07/98 1,387,000 1,312,738
12% Senior Subordinated Note due 2008 $ 244,154 02/09/00 230,550 220,125
Limited Partnership Interest of Riverside VIII,
VIII-A and VIII-B Holding Company, L.P. (B) 795,964 uts. * 808,274 415,321
Warrants, exercisable until 2007 and 2008, to purchase
common stock at $.01 per share (B) 15,166 shs. ** 206,041 152
------------ ------------
2,631,865 1,948,336
------------ ------------
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 $ 1,125,000 12/19/00 1,039,814 1,136,250
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 1.28% int. 12/21/00 140,625 316,406
------------ ------------
1,180,439 1,452,656
------------ ------------
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 $ 1,125,000 10/25/02 990,008 1,125,000
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 186 shs. 10/25/02 157,102 371,840
------------ ------------
1,147,110 1,496,840
------------ ------------
PRECISION DYNAMICS, INC.
A manufacturer of custom-designed solenoid valves
and controls.
Senior Secured Floating Rate Revolving Credit
Facility due 2005 $ 366,750 07/22/96 366,750 366,750
Senior Secured Floating Rate Term Note due 2005 $ 142,625 07/22/96 142,625 142,625
12% Senior Secured Term Note due 2005 $ 163,000 07/22/96 161,363 163,000
8% Preferred Stock 228 shs. 07/22/96 116,023 115,944
Common Stock (B) 299 shs. 07/22/96 14,489 14,489
Warrant, exercisable until 2005, to purchase
common stock at $.01 per share (B) 162 shs. 07/22/96 49,000 2
------------ ------------
850,250 802,810
------------ ------------
*08/07/98, 02/23/99, 12/22/99 and 02/25/03.
**08/07/98 and 02/29/00.
--------------------------------------------------------------------------------
16
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
PROCESS CHEMICALS LLC
A specialty chemical company that manufactures processed
chemicals for the fertilizer, asphalt and concrete industries.
Common Membership Interests 1 uts. * $ 4 $ 144,000
------------ ------------
PROTEIN GENETICS, INC.
A producer of bovine artificial insemination products,
related breeding and healthcare products and specialty
genetics sold to the dairy and beef industries.
9.8% Redeemable Exchangeable Preferred Stock (B) 332 shs. 08/12/94 33,217 --
Common Stock (B) 867 shs. ** 42,365 --
------------ ------------
75,582 --
------------ ------------
PW EAGLE, INC. - O.T.C.
An extruder of small and medium diameter plastic pipe
and tubing in the United States.
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 101,236 shs. 09/16/99 1 413,144
------------ ------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake and chassis
products.
12% Senior Subordinated Note due 2012 $ 937,500 05/28/04 751,001 966,518
Common Stock (B) 187,500 shs. 05/28/04 187,500 168,750
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 199,969 shs. 05/28/04 199,969 2,000
------------ ------------
1,138,470 1,137,268
------------ ------------
QUALSERV CORPORATION
A provider of foodservice equipment and supplies, to
major restaurant chains and their franchisees.
14% Senior Subordinated Note due 2012 $ 997,487 07/09/04 972,864 941,817
Limited Partnership Interest (B) 4.90% int. 07/09/04 137,195 123,476
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 280 shs. 07/09/04 25,973 3
------------ ------------
1,136,032 1,065,296
------------ ------------
RIVER RANCH FRESH FOODS LLC
A supplier of fresh produce to the retail and foodservice
channels.
13% Senior Subordinated Note due 2011 $ 975,000 09/29/04 894,933 961,325
Limited Partnership Interest (B) 21,499 uts. 09/29/04 150,000 134,997
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 12,481 shs. 09/29/04 83,596 125
------------ ------------
1,128,529 1,096,447
------------ ------------
*07/31/97 and 01/04/99.
**11/14/01 and 08/12/94.
--------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
ROYAL BATHS MANUFACTURING COMPANY
A manufacturer and distributor of acrylic and cultured
marble bathroom products.
12.5% Senior Subordinated Note due 2011 $ 562,500 11/14/03 $ 503,957 $ 549,575
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 74 shs. 11/14/03 65,089 1
------------ ------------
569,046 549,576
------------ ------------
SAFETY SPEED CUT MANUFACTURING COMPANY, INC.
A manufacturer of vertical panel saws and routers for the
wood working industry.
Senior Secured Floating Rate Tranche A Note due 2007 $ 659,549 06/02/99 659,549 659,549
12% Senior Secured Tranche B Note due 2007 $ 646,089 06/02/99 646,089 646,089
Class B Common Stock (B) 846 shs. 06/02/99 146,456 290,455
------------ ------------
1,452,094 1,596,093
------------ ------------
SAVAGE SPORTS HOLDING, INC.
A manufacturer of sporting firearms.
12% Senior Subordinated Note due 2012 $ 814,655 09/10/04 756,628 824,198
Common Stock (B) 310 shs. 09/10/04 310,345 279,315
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 71 shs. 09/10/04 60,129 1
------------ ------------
1,127,102 1,103,514
------------ ------------
SELIG ACQUISITION CORPORATION
A manufacturer of container sealing materials for bottles
used in consumer products.
12% Senior Subordinated Note due 2009 $ 1,125,000 06/13/02 1,056,193 1,145,250
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 1,064 shs. 06/13/02 96,365 314,025
------------ ------------
1,152,558 1,459,275
------------ ------------
SHELTER ACQUISITION, INC.
A distributor of roofing supplies and products throughout
the Midwest.
12.5% Senior Subordinated Note due 2008 $ 803,571 08/01/02 727,247 819,642
Common Stock (B) 477,411 shs. * 477,411 429,670
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 139,470 shs. 08/01/02 114,589 1,395
------------ ------------
1,319,247 1,250,707
------------ ------------
SNYDER INDUSTRIES, INC.
A manufacturer of proprietary rotationally molded
polyethylene containers.
12.25% Senior Subordinated Note due 2008 $ 2,250,000 12/06/99 2,089,029 2,250,000
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 369 shs. 12/06/99 306,818 115,499
------------ ------------
2,395,847 2,365,499
------------ ------------
SPECIALTY FOODS GROUP, INC.
A manufacturer and distributor of branded meat products.
Limited Partnership Interest of MHD Holdings LLC (B) 0.76% int. 08/29/00 278,907 67,845
------------ ------------
*08/01/02, 01/17/03 and 12/31/04.
--------------------------------------------------------------------------------
18
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
STRATEGIC EQUIPMENT & SUPPLY CORPORATION, INC.
A provider of kitchen and restaurant design, equipment
fabrication and installation services.
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 61,862 shs. 01/14/00 $ 382,501 $ --
------------ ------------
SYNVENTIVE EQUITY LLC
A manufacturer of hot runner systems used in the plastic
injection molding process.
12% Senior Subordinated Note due 2007 $ 975,000 08/21/03 943,659 994,500
Limited Partnership Interest (B) 1.05% int. 08/20/03 150,000 666,000
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 45,942 shs. 08/21/03 45,000 203,982
------------ ------------
1,138,659 1,864,482
------------ ------------
TERRA RENEWAL SERVICES, INC.
A provider of wastewater residual management and
required environmental reporting, permitting, nutrient
management planning and record keeping to companies
involved in poultry and food processing.
Senior Secured Floating Rate Term A Note due 2010 $ 179,688 03/01/05 179,688 179,233
Senior Secured Floating Rate Term B Note due 2012 $ 210,937 03/01/05 210,937 210,244
12% Senior Subordinated Note due 2013 $ 585,937 03/01/05 553,845 577,726
Limited Partnership Interest of Saw Mill Capital
Fund V, L.P. (B) 236 uts. 03/01/05 235,547 211,995
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 37 shs. 03/01/05 32,098 --
------------ ------------
1,212,115 1,179,198
------------ ------------
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 $ 1,356,000 02/05/98 1,250,248 1,356,000
Common Stock (B) 315 shs. 02/04/98 315,000 267,238
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 222 shs. 02/05/98 184,416 188,337
------------ ------------
1,749,664 1,811,575
------------ ------------
TIDEWATER HOLDINGS, INC.
An operator of a barge transportation line on the
Columbia/Snake River system.
17% Preferred Stock (B) 280 shs. 12/23/02 280,000 378,000
Convertible Preferred Stock, convertible into
common stock at $1,000 per share (B) 560 shs. 07/25/96 560,000 756,000
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 237 shs. 07/25/96 24,103 319,788
------------ ------------
864,103 1,453,788
------------ ------------
TOMAH HOLDINGS, INC.
A manufacturer of specialty chemicals.
16% Senior Subordinated Note due 2011 $ 773,875 12/08/03 748,387 804,830
16% Preferred Stock Series A (B) 20 shs. 12/08/03 334,393 347,933
Common Stock (B) 2,789 shs. 12/08/03 69,602 62,641
------------ ------------
1,152,382 1,215,404
------------ ------------
--------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
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 $ 676,983 01/20/00 $ 676,983 $ 692,182
12% Senior Subordinated Note due 2010 $ 758,100 01/20/00 723,762 785,859
Common Stock (B) 129,960 shs. 01/20/00 129,960 103,968
Warrant, exercisable until 2010, to purchase
common stock at $1 per share (B) 148,912 shs. 01/20/00 56,316 1,489
------------ ------------
1,587,021 1,583,498
------------ ------------
TRUSTILE DOORS, INC.
A manufacturer and distributor of interior doors.
12.5% Senior Subordinated Note due 2010 $ 562,500 04/11/03 521,493 569,770
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 3,060 shs. 04/11/03 50,625 31
------------ ------------
572,118 569,801
------------ ------------
TUBULAR TEXTILE MACHINERY
A designer, manufacturer, seller and servicer of finishing
machinery for the knit and woven segments of the global
textile industry.
12% Senior Subordinated Note due 2014 $ 705,457 05/28/04 634,560 679,840
8.75% Senior Secured Note due 2011 $ 409,310 05/28/04 409,310 398,730
Common Stock (B) 385,233 shs. 05/28/04 385,233 288,925
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 116,521 shs. 05/28/04 74,736 1,165
------------ ------------
1,503,839 1,368,660
------------ ------------
TVI, INC.
A retailer of used clothing in the United States, Canada
and Australia.
Common Stock (B) 187,500 shs. 05/02/00 187,500 219,375
------------ ------------
U S M HOLDINGS CORPORATION
A provider of facility maintenance services to retail and
corporate clients with multiple locations.
12% Senior Subordinated Note due 2011 $ 947,368 08/06/03 808,521 968,259
Preferred Stock (B) 1,771 shs. 08/06/03 177,086 177,097
Common Stock (B) 546 shs. 08/06/03 546 546
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 502 shs. 08/06/03 157,869 502
------------ ------------
1,144,022 1,146,404
------------ ------------
U-LINE CORPORATION
A manufacturer of high-end, built-in, undercounter
icemaking, wine storage and refrigeration appliances.
12.5% Senior Subordinated Note due 2012 $ 996,500 04/30/04 891,205 1,010,998
10% Junior Subordinated Note due 2012 $ 33,705 04/30/04 33,713 33,758
Common Stock (B) 96 shs. 04/30/04 96,400 86,760
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 122 shs. 04/30/04 112,106 1
------------ ------------
1,133,424 1,131,517
------------ ------------
--------------------------------------------------------------------------------
20
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Principal Amount Date Cost Fair Value
---------------- ----------- ------------ ------------
VICTORY VENTURES LLC
An acquirer of controlling or substantial interests in
other entities.
Series A Preferred Units (B) 0.03% int. 12/02/96 $ 1 $ 2
------------ ------------
VITALITY FOODSERVICE, INC.
A non-carbonated beverage dispensing company focused
on the foodservice industry.
13% Senior Subordinated Note due 2011 $ 999,153 09/24/04 904,572 1,021,449
Common Stock (B) 12,585 shs. 09/24/04 125,850 113,265
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 12,593 shs. 09/24/04 98,938 126
------------ ------------
1,129,360 1,134,840
------------ ------------
VITEX PACKAGING GROUP, INC.
A manufacturer of specialty packaging, primarily envelopes
and tags used on tea bags and medical and food products.
12.5% Senior Subordinated Note due 2012 $ 900,000 07/19/04 785,152 901,791
Limited Partnership Interest Class A (B) 219,375 uts. 07/19/04 219,375 197,438
Limited Partnership Interest Class B (B) 96,848 uts. 07/19/04 96,848 87,163
------------ ------------
1,101,375 1,186,392
------------ ------------
WALLS INDUSTRIES, INC.
A provider of branded workwear and sporting goods apparel.
10% Senior Subordinated Lien Note due 2009 $ 532,895 07/12/04 532,895 525,553
14% Senior Subordinated Note due 2012 $ 552,631 07/12/04 551,131 544,622
Limited Partnership Interest (B) 0.20% int. 07/12/04 19,737 17,763
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 2,133 shs. 07/12/04 1,500 21
------------ ------------
1,105,263 1,087,959
------------ ------------
WASHINGTON INVENTORY SERVICES, INC.
A provider of physical inventory taking and other related
services to retailers.
12.5% Senior Subordinated Note due 2011 $ 569,524 11/03/00 556,510 575,219
Senior Preferred Stock (B) 2,484 shs. 11/01/00 118,605 116,062
Class B Common Stock (B) 4,743 shs. 11/01/00 4,743 43,669
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 2,107 shs. 11/03/00 -- 19,380
------------ ------------
679,858 754,330
------------ ------------
WEASLER HOLDINGS LLC
A manufacturer of mechanical power transmission
components for the agricultural, lawn and turf industries.
Limited Partnership Interest (B) 0.82% int. 02/03/03 53,570 74,998
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 136 shs. 02/04/03 111,086 189,938
------------ ------------
164,656 264,936
------------ ------------
TOTAL PRIVATE PLACEMENT INVESTMENTS $ 84,927,598 $ 85,334,802
------------ ------------
--------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares or
Interest Due Principal
CORPORATE RESTRICTED SECURITIES (A) (CONTINUED) Rate Date Amount Cost Fair Value
---- ---- ------ ---- ------------
RULE 144A SECURITIES - 7.03%:
BONDS - 6.65%
A E P Industries, Inc. 7.875% 03/15/13 $ 75,000 $ 75,000 $ 75,319
A E S Corporation 8.750 05/15/13 425,000 477,223 463,250
A E S Corporation 9.000 05/15/15 175,000 175,000 192,500
Activant Solutions, Inc. 9.010 04/01/10 400,000 400,000 408,000
BCP Caylux Holding Lux SCA 9.625 06/15/14 355,000 355,000 404,700
Blockbuster, Inc. 9.000 09/01/12 275,000 277,148 266,750
Bombardier Capital, Inc. 6.125 06/29/06 500,000 509,383 498,750
Bombardier, Inc. 6.300 05/01/14 500,000 440,315 420,000
Cablevision Systems Corporation 6.669 04/01/09 450,000 450,000 477,000
Charter Communications Op LLC 8.000 04/30/12 500,000 498,750 497,500
Douglas Dynamics LLC 7.750 01/15/12 325,000 327,023 318,500
GulfMark Offshore, Inc. 7.750 07/15/14 300,000 298,725 309,000
Intelsat Bermuda, Ltd. 7.805 01/15/12 225,000 225,000 228,375
Intelsat Bermuda, Ltd. 8.250 01/15/13 250,000 250,000 252,500
Interactive Health LLC 7.250 04/01/11 500,000 412,040 455,000
Jostens I H Corporation 7.625 10/01/12 325,000 325,000 321,750
Magnachip Semiconductor 8.000 12/15/14 50,000 50,000 51,125
Markwest Energy 6.875 11/01/14 250,000 250,000 250,000
Metaldyne Corporation 10.000 11/01/13 340,000 342,130 309,400
PQ Corporation 7.500 02/15/13 175,000 175,000 172,375
Siebe PLC 6.500 01/15/10 350,000 308,000 320,250
T C W Lev Income Trust LP 8.410 09/30/04 942,858 942,858 141,429
Texas Genco LLC 6.875 12/15/14 350,000 350,000 350,875
Universal City Florida 7.493 05/01/10 100,000 100,000 103,500
Universal City Florida 8.375 05/01/10 100,000 100,000 102,000
------------ ------------ ------------
TOTAL BONDS $ 8,237,858 8,113,595 7,389,848
============ ------------ ------------
CONVERTIBLE BONDS - 0.38%
Cymer, Inc. 3.500% 02/15/09 $ 450,000 $ 450,000 $ 424,125
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS $ 450,000 450,000 424,125
============ ------------ ------------
WARRANTS - 0.00%
Winsloew Furniture, Inc. (B) 700 $ 7 $ 11
------------ ------------
TOTAL WARRANTS 7 11
------------ ------------
TOTAL RULE 144A SECURITIES 8,563,602 7,813,984
------------ ------------
TOTAL CORPORATE RESTRICTED SECURITIES $ 93,491,200 $ 93,148,786
------------ ------------
--------------------------------------------------------------------------------
22
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Interest Due Principal
CORPORATE PUBLIC SECURITIES - 25.10%:(A) Rate Date Amount Cost Market Value
-------- -------- --------- -------- ------------
BONDS - 22.24%
Abitibi-Consolidated, Inc. 7.750% 06/15/11 $ 500,000 $ 517,769 $ 490,000
Activant Solutions, Inc. 10.500 06/15/11 325,000 326,024 346,125
Aearo Co. 8.250 04/15/12 225,000 225,000 237,375
Allied Waste NA 7.875 04/15/13 500,000 513,750 498,750
American Media Operation, Inc. 8.875 01/15/11 475,000 475,697 489,250
Appleton Papers, Inc. 8.125 06/15/11 250,000 250,000 258,125
Argo Tech Corporation 9.250 06/01/11 425,000 425,000 456,875
Arrow Electronics, Inc. 7.000 01/15/07 500,000 523,176 518,707
C S C Holdings, Inc. 7.625 04/01/11 250,000 251,053 260,000
Cadmus Communications Corporation 8.375 06/15/14 350,000 350,000 365,750
Chemed Corporation 8.750 02/24/11 600,000 600,000 652,500
Chesapeake Energy Corporation 7.000 08/15/14 150,000 150,000 154,500
Cincinnati Bell, Inc. 8.375 01/15/14 550,000 503,750 541,750
Collins & Aikman Products Co. 10.750 12/31/11 450,000 462,125 370,125
Del Monte Corporation 8.625 12/15/12 200,000 200,000 216,500
Dollar Financial Group 9.750 11/15/11 325,000 325,000 346,125
Dominos, Inc. 8.250 07/01/11 109,000 108,213 113,905
Electronic Data Systems Corporation 7.125 10/15/09 500,000 506,002 537,419
Esterline Technologies 7.750 06/15/13 175,000 175,000 182,000
Ford Motor Credit Co. 5.800 01/12/09 500,000 499,070 477,538
G F S I, Inc. 9.625 03/01/07 375,000 337,546 360,000
Gencorp, Inc. 9.500 08/15/13 130,000 130,000 144,950
General Motors Accept Corporation 5.850 01/14/09 500,000 503,532 462,659
General Nutrition Center 8.500 12/01/10 425,000 425,000 361,250
Goodyear Tire & Rubber Co. 7.857 08/15/11 350,000 327,250 337,750
Houghton Mifflin Co. 9.875 02/01/13 500,000 528,074 515,000
Huntsman LLC 11.625 10/15/10 163,000 161,068 190,710
Intrawest Corporation 7.500 10/15/13 250,000 250,000 250,625
K 2, Inc. 7.375 07/01/14 150,000 150,610 155,250
Koppers Inc. 9.875 10/15/13 250,000 250,000 278,750
Leucadia National Corporation 7.000 08/15/13 350,000 357,120 349,125
Liberty Media Corporation 5.700 05/15/13 500,000 475,805 471,265
Lodgenet Entertainment Corporation 9.500 06/15/13 375,000 375,000 408,750
Lyondell Chemical Co. 9.500 12/15/08 450,000 459,535 481,500
M G M Mirage, Inc. 6.000 10/01/09 225,000 228,080 221,906
M S X International, Inc. 11.000 10/15/07 175,000 173,502 175,000
Majestic Star Casino LLC 9.500 10/15/10 250,000 250,000 261,563
Manitowoc Company, Inc. 7.125 11/01/13 100,000 100,000 103,000
Mediacom LLC 9.500 01/15/13 750,000 746,101 748,125
Moog, Inc. 6.250 01/15/15 60,000 60,000 58,800
Nalco Co. 7.750 11/15/11 250,000 250,000 260,000
Neff Corporation 10.250 06/01/08 90,000 89,000 79,200
Nextel Communications Corporation 7.375 08/01/15 400,000 410,343 422,500
North American Energy Partners 8.750 12/01/11 200,000 200,000 180,000
Northwest Airlines Corporation 8.970 01/02/15 643,112 643,112 407,026
Numatics, Inc. 9.625 04/01/08 375,000 376,823 341,250
O E D Corp/Diamond Jo Company Guarantee 8.750 04/15/12 500,000 492,980 471,250
--------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Interest Due Principal
CORPORATE PUBLIC SECURITIES - (A) Rate Date Amount Cost Market Value
(Continued) -------- -------- --------- -------- ------------
Offshore Logistics, Inc. 6.125% 06/15/13 $ 350,000 $ 350,000 $ 332,500
Pacific Energy Partners 7.125 06/15/14 250,000 252,171 258,750
Pinnacle Foods Group 8.250 12/01/13 225,000 225,000 192,375
Pliant Corporation 0.000 06/15/09 675,000 587,341 607,500
Primedia, Inc. 8.000 05/15/13 500,000 513,750 510,000
Quintiles Transnational Corporation 10.000 10/01/13 250,000 250,000 281,250
Rayovac Corporation 8.500 10/01/13 175,000 175,000 180,250
Rent-A-Center, Inc. 7.500 05/01/10 250,000 250,000 248,750
Rent-Way, Inc. 11.875 06/15/10 450,000 471,532 498,375
Rhodia SA 10.250 06/01/10 250,000 252,660 272,500
Rhodia SA 8.875 06/01/11 250,000 249,834 243,125
Rogers Wireless, Inc. 7.250 12/15/12 90,000 90,000 91,800
Rogers Wireless, Inc. 8.000 12/15/12 90,000 90,000 92,475
Rogers Wireless, Inc. 7.500 03/15/15 60,000 60,000 61,950
Service Corporation International 6.000 12/15/05 21,000 21,071 21,000
Sheridan Acquisition Corporation 10.250 08/15/11 225,000 222,001 239,063
Sports Club Co. 11.375 03/15/06 100,000 97,000 98,500
Tekni-Plex, Inc. 12.750 06/15/10 500,000 483,500 417,500
Telex Communications, Inc. 11.500 10/15/08 250,000 250,000 273,750
Tenet Healthcare Corporation 6.375 12/01/11 250,000 241,250 230,625
Tenet Healthcare Corporation 9.875 07/01/14 350,000 341,859 364,000
Triton P C S, Inc. 8.500 06/01/13 500,000 500,000 460,000
Tyco International Group SA 6.375 10/15/11 150,000 148,500 160,132
United Rentals, Inc. 7.750 11/15/13 325,000 325,000 315,250
Utilicorp United, Inc. 9.950 02/01/11 500,000 551,880 560,000
Vicorp Restaurants Inc 10.500 04/15/11 300,000 296,373 306,000
Vought Aircraft Industries 8.000 07/15/11 650,000 649,326 640,250
Warner Music Group 7.375 04/15/14 125,000 125,000 128,750
Williams Scotsman, Inc. 9.875 06/01/07 250,000 246,250 248,750
Wornick Co. 10.875 07/15/11 350,000 350,000 365,750
------------ ------------ ------------
TOTAL BONDS $ 24,856,112 24,803,408 24,711,443
============ ------------ ------------
--------------------------------------------------------------------------------
24
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Shares or
Interest Due Principal
CORPORATE PUBLIC SECURITIES (A)(CONTINUED) Rate Date Amount Cost Market Value
-------- -------- --------- -------- ------------
COMMON STOCK - 2.41%
Distributed Energy Systems 14,000 $ 177,078 $ 47,600
Dolby Laboratories, Inc. (B) 100 1,800 2,350
H C I Direct, Inc. (B) 500 -- --
Rent-Way, Inc. (B) 46,432 458,123 380,742
Transmontaigne, Inc. (B) 277,771 909,179 2,222,168
Shamir Optical Industry Ltd (B) 1,700 23,800 26,265
------------ ------------
TOTAL COMMON STOCK 1,569,980 2,679,125
------------ ------------
CONVERTIBLE BONDS - 0.45%
Leucadia National Corporation 3.750% 04/15/14 $ 500,000 $ 500,000 $ 493,750
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS $ 500,000 500,000 493,750
============ ------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 26,873,388 $ 27,884,318
------------ ------------
Shares or
Interest Due Principal
SHORT-TERM SECURITIES: Rate/Yield Date Amount Cost Market Value
---------- -------- --------- -------- ------------
COMMERCIAL PAPER - 8.15%
Alcoa, Inc. 2.801% 04/06/05 $ 1,131,000 $ 1,130,560 $ 1,130,560
Campbell Soup Company 2.781 04/07/05 1,887,000 1,886,126 1,886,126
Countrywide Home Loans, Inc. 2.852 04/05/05 2,090,000 2,089,338 2,089,338
Detroit Edison Company 2.802 04/04/05 2,225,000 2,224,481 2,224,481
Whirlpool Corporation 2.772 04/01/05 1,723,000 1,723,000 1,723,000
------------ ------------ ------------
TOTAL SHORT-TERM SECURITIES $ 9,056,000 $ 9,053,505 $ 9,053,505
============ ------------ ------------
TOTAL INVESTMENTS 117.08% $129,418,093 $130,086,609
============ ------------
Other Assets 4.04 4,494,453
Liabilities (21.12) (23,470,469)
------ ------------
TOTAL NET ASSETS 100.00% $111,110,593
====== ============
(A) In each of the convertible note, warrant, convertible preferred and common stock investments, the issuer has
agreed to provide certain registration rights.
(B) Non-income producing security.
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: (Cont.) Market Value INDUSTRY CLASSIFICATION: (Cont.) Market Value
-------------- --------------
AEROSPACE - 1.52% BUILDINGS & REAL ESTATE - 5.45%
Argo Tech Corporation $ 456,875 A W C Holding Company $ 1,143,161
Bombardier, Inc. 420,000 Adorn, Inc. 1,286,625
Esterline Technologies 182,000 Eagle Window & Door Holding Co. 1,807,415
Vought Aircraft Industries 640,250 Shelter Acquisition, Inc. 1,250,707
-------------- TruStile Doors, Inc. 569,801
1,699,125 --------------
-------------- 6,057,709
AIRLINES - 0.37% --------------
Northwest Airlines Corporation 407,026 CARGO TRANSPORT - 2.48%
-------------- Kenan-Advantage Transport Company 1,307,414
AUTOMOBILE - 8.60% Tidewater Holdings, Inc. 1,453,788
America's Body Company, Inc./LCP Holding Co. 1,750,000 --------------
Collins & Aikman Products Co. 370,125 2,761,202
Gencorp, Inc. 144,950 --------------
Goodyear Tire & Rubber Co. 337,750 CHEMICAL, PLASTICS
Jason, Inc. 1,031,221 & RUBBER - 2.70%
LIH Investors, L.P. 2,681,166 Capital Specialty Plastics, Inc. 252
Metaldyne Corporation 309,400 Huntsman LLC 190,710
Nyloncraft, Inc. 1,790,518 Koppers, Inc. 278,750
Qualis Automotive LLC 1,137,268 Lyondell Chemical Co. 481,500
-------------- PQ Corporation 172,375
9,552,398 Process Chemicals LLC 144,000
-------------- Rhodia SA 515,625
BEVERAGE, DRUG & FOOD - 4.93% Tomah Holdings, Inc. 1,215,404
Beta Brands Ltd -- --------------
Cains Foods, L.P. 250,288 2,998,616
Del Monte Corporation 216,500 --------------
Dominos, Inc. 113,905 CONSUMER PRODUCTS - 8.36%
Eagle Pack Pet Foods, Inc. 561,294 Appleton Papers, Inc. 258,125
Nonni's Food Company 1,168,600 Augusta Sportswear Holding Co. 1,130,433
Pinnacle Foods Group 192,375 Colibri Holdings Corporation 1,013,384
River Ranch Fresh Foods LLC 1,096,447 Euro-Pro Corporation 891,664
Specialty Foods Group, Inc. 67,845 G F S I, Inc. 360,000
Vicorp Restaurants, Inc. 306,000 H C I Direct, Inc. --
Vitality Foodservice, Inc. 1,134,840 K 2, Inc. 155,250
Wornick Co. 365,750 Maverick Acquisition Company 668,968
-------------- Neff Motivation, Inc. 79,200
5,473,844 Rayovac Corporation 180,250
-------------- Royal Baths Manufacturing Company 549,576
BROADCASTING - 2.58% Savage Sports Holding, Inc. 1,103,514
C S C Holdings, Inc. 260,000 The Tranzonic Companies 1,811,575
Cablevision Systems Corporation 477,000 Walls Industries, Inc. 1,087,959
Charter Communications Op LLC 497,500 Winsloew Furniture, Inc. 11
Liberty Media Corporation 471,265 --------------
Lodgenet Entertainment Corporation 408,750 9,289,909
Mediacom LLC 748,125 --------------
-------------- CONTAINERS, PACKAGING
2,862,640 & GLASS - 6.81%
-------------- A E P Industries, Inc. 75,319
Paradigm Packaging, Inc. 1,452,656
Pliant Corporation 607,500
Selig Acquisition Corporation 1,459,275
Snyder Industries, Inc. 2,365,499
Tekni-Plex, Inc. 417,500
Vitex Packaging, Inc. 1,186,392
--------------
7,564,141
--------------
--------------------------------------------------------------------------------
26
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: (Cont.) Market Value INDUSTRY CLASSIFICATION: (Cont.) Market Value
-------------- --------------
DISTRIBUTION - 4.64% FINANCIAL SERVICES - 3.09%
Brampton Fastener Co. Ltd $ 898,850 BCP Caylux Holding Lux SCA $ 404,700
Corvest Group, Inc. 1,965,370 Bombardier Capital, Inc. 498,750
Kele and Associates, Inc. 1,229,813 Dollar Financial Group 346,125
QualServ Corporation 1,065,296 East River Ventures I, L.P. 6,821
Strategic Equipment & Supply Corporation, Inc. -- Ford Motor Credit Co. 477,538
-------------- General Motors Acceptance Corporation 462,659
5,159,329 Highgate Capital LLC 681
-------------- Leucadia National Corporation 842,875
DIVERSIFIED/CONGLOMERATE, T C W Leveraged Income Trust, L.P. 141,429
MANUFACTURING - 3.44% Victory Ventures LLC 2
Activant Solutions, Inc. 754,125 Williams Scotsman, Inc. 248,750
Coining of America LLC 1,101,237 --------------
Dexter Magnetics Technologies, Inc. 580,514 3,430,330
Douglas Dynamics LLC 318,500 --------------
Evans Consoles, Inc. 68,418 HEALTHCARE, EDUCATION &
Justrite Manufacturing Acquisition Co. 837,513 CHILDCARE - 4.60%
Tyco International Group SA 160,132 A T I Acquisition Company 1,066,361
-------------- American Hospice Management Holding LLC 1,405,879
3,820,439 Interactive Health LLC 455,000
-------------- MedAssist, Inc. 1,282,035
DIVERSIFIED/CONGLOMERATE, Quintiles Transnational Corporation 281,250
SERVICE - 8.18% Shamir Optical Industry Ltd 26,265
Abitibi-Consolidated, Inc. 490,000 Tenet Healthcare Corporation 594,625
Allied Waste NA 498,750 --------------
CapeSuccess LLC 2,512 5,111,415
Chemed Corporation 1,455,540 --------------
Diversco, Inc./DHI Holdings, Inc. 1,044,048 HOME & OFFICE FURNISHINGS,
Dwyer Group, Inc. 1,339,471 HOUSEWARES, AND DURABLE
Keystone North America, Inc. 173,177 CONSUMER PRODUCTS - 3.63%
Lancaster Laboratories, Inc. 810,076 Connor Sport Court International, Inc. 1,133,204
Moss, Inc. 969,788 Home Decor Holding Company 1,128,514
M S X International, Inc. 175,000 Hussey Seating Corporation 642,415
Service Corporation International 21,000 U-Line Corporation 1,131,517
U S M Holdings Corporation 1,146,404 --------------
Universal City Florida 205,500 4,035,650
Washington Inventory Services, Inc. 754,330 --------------
-------------- LEISURE, AMUSEMENT,
9,085,596 ENTERTAINMENT - 1.99%
-------------- Intrawest Corporation 250,625
ELECTRONICS - 3.93% Keepsake Quilting, Inc. 881,281
A E S Corporation 655,750 M G M Mirage, Inc. 221,906
Arrow Electronics, Inc. 518,707 Majestic Star Casino LLC 261,563
Directed Electronics, Inc. 1,134,748 O E D Corp/Diamond Jo Company Guarantee 471,250
Distributed Energy Systems 47,600 Warner Music Group 128,750
Electronic Data Systems Corporation 537,419 --------------
Precision Dynamics, Inc. 802,810 2,215,375
Siebe PLC 320,250 --------------
Texas Genco LLC 350,875
--------------
4,368,159
--------------
FARMING & AGRICULTURE - 0.00%
Protein Genetics, Inc. --
--------------
--------------------------------------------------------------------------------
27
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT.) MASSMUTUAL PARTICIPATION INVESTORS
March 31, 2005
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: (Cont.) Market Value INDUSTRY CLASSIFICATION: (Cont.) Market Value
-------------- --------------
MACHINERY - 11.96% RETAIL STORES - 5.82%
Aearo Co. $ 237,375 Blockbuster, Inc. $ 266,750
C & M Conveyor, Inc. 1,208,603 General Nutrition Center 361,250
Integration Technology Systems, Inc. 907,967 Neff Corporation 628,265
Manitowoc Company, Inc. 103,000 Olympic Sales, Inc. 1,948,336
Maxon Corporation 1,473,276 P H I Holding Company 1,496,840
NPC, Inc. 1,929,694 Rent-A-Center, Inc. 248,750
Numatics, Inc. 341,250 Rent-Way, Inc. 879,117
PW Eagle, Inc. 413,144 Sports Club Co. 98,500
Safety Speed Cut Manufacturing Company, Inc. 1,596,093 TVI, Inc. 219,375
Synventive Equity LLC 1,864,482 United Rentals, Inc. 315,250
Tronair, Inc. 1,583,498 --------------
Tubular Textile Machinery 1,368,660 6,462,433
Weasler Holdings LLC 264,936 --------------
-------------- TECHNOLOGY - 0.63%
13,291,978 Convera Corporation
-------------- Cymer, Inc. 424,125
MEDICAL DEVICES/BIOTECH - 2.74% Delstar Holding Corporation 220,944
Beacon Medical Products, Inc. 1,179,253 Dolby Laboratories, Inc. 2,350
Coeur, Inc. 674,085 Magnachip Semiconductor 51,125
E X C Acquisition Corporation 1,187,761 --------------
-------------- 698,544
3,041,099 --------------
-------------- TELECOMMUNICATIONS - 2.18%
MINING, STEEL, IRON Cincinnati Bell, Inc. 541,750
& NON PRECIOUS METALS - 0.05% Intelsat Bermuda, Ltd. 480,875
Better Minerals & Aggregates 54,525 Nextel Communications Corporation 422,500
-------------- Rogers Wireless, Inc. 246,225
OIL AND GAS - 3.52% Telex Communications, Inc. 273,750
Chesapeake Energy Corporation 154,500 Triton P C S, Inc. 460,000
GulfMark Offshore, Inc. 309,000 --------------
Mustang Ventures Company 451,727 2,425,100
North American Energy Partners 180,000 --------------
Offshore Logistics, Inc. 332,500 UTILITIES - 1.01%
Pacific Energy Partners 258,750 Bill Barrett Corporation
Transmontaigne, Inc. 2,222,168 Markwest Energy 250,000
-------------- Moog, Inc. 58,800
3,908,645 Nalco Co. 260,000
-------------- Utilicorp United, Inc. 560,000
PHARMACEUTICALS - 0.46% --------------
Enzymatic Therapy, Inc. 509,066 1,128,800
-------------- --------------
PUBLISHING/PRINTING - 2.20% WASTE MANAGEMENT/
American Media Operation, Inc. 489,250 POLLUTION - 1.06%
Cadmus Communications Corporation 365,750 Terra Renewal Services, Inc. 1,179,198
Houghton Mifflin Co. 515,000 --------------
Jostens I H Corporation 321,750 TOTAL CORPORATE RESTRICTED
Primedia, Inc. 510,000 AND PUBLIC SECURITIES - 108.93% $ 121,033,104
Sheridan Acquisition Corporation 239,063 ==============
--------------
2,440,813
--------------
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(Unaudited)
1. HISTORY
MassMutual Participation Investors (the "Trust") was organized as a
Massachusetts business trust under the laws of the Commonwealth of
Massachusetts pursuant to a Declaration of Trust dated April 7, 1988.
The Trust is a diversified closed-end management investment company. Babson
Capital Management LLC, formerly David L. Babson & Company Inc. ("Babson
Capital"), a whollyowned indirect subsidiary of Massachusetts Mutual Life
Insurance Company ("MassMutual"), acts as its investment adviser. The
Trust's investment objective is to maximize total return by providing a
high level of current income, the potential for growth of such income, and
capital appreciation, by investing primarily in a portfolio of privately
placed below investment grade, long-term corporate debt obligations
purchased directly from their issuers, at least half of which normally will
include equity features.
On January 27, 1998, the Board of Trustees authorized the formation of a
wholly owned subsidiary of the Trust ("MMPI Subsidiary Trust") for the
purpose of holding certain investments. The results of the MMPI Subsidiary
Trust are consolidated in the accompanying financial statements. Footnote
2.D below discusses the Federal tax consequences of the MMPI Subsidiary
Trust.
2. Significant Accounting Policies
The following is a summary of significant accounting policies followed
consistently by the Trust in the preparation of its consolidated financial
statements in conformity with accounting principles generally accepted in
the United States of America.
A. Valuation of Investments:
Valuation of a security in the Trust's portfolio is made on the basis of
market price whenever market quotations are readily available and all
securities of the same class held by the Trust can be readily sold in such
market.
Nearly all securities which are acquired by the Trust directly from the
issuers and shares into which such securities may be converted or which may
be purchased on the exercise of warrants 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 as of the time of its acquisition and at
least quarterly thereafter. The Trustees have established guidelines to aid
in the valuation of each security. Generally, restricted securities are
initially valued at cost or less at the time of acquisition by the Trust.
Values greater or less than cost are thereafter used for restricted
securities in appropriate circumstances. Among the factors ordinarily
considered are the existence of restrictions upon the sale of a security
held by the Trust; an estimate of the existence and the extent of a market
for the security; the extent of any discount at which the security was
acquired; the estimated period of time during which the security will not
be freely marketable; the estimated expenses of registering or otherwise
qualifying the security for public sale; estimated underwriting commissions
if underwriting would be required to effect a sale; in the case of a
convertible security, whether or not it would trade on the basis of its
stock equivalent; in the case of a debt obligation which would trade
independently of any equity equivalent, the current yields on comparable
securities; the estimated amount of the floating supply of such securities
available for purchase; the proportion of the issue held by the Trust;
changes in the financial condition and prospects of the issuer; the
existence of merger proposals or tender offers affecting the issuer; and
any other factors affecting fair value, all in accordance with the
Investment Company Act of 1940, as amended. In making valuations, opinions
of counsel may be relied upon as to whether or not securities are
restricted securities and as to the legal requirements for public sale.
When market quotations are readily available for unrestricted securities of
an issuer, restricted securities of the same class are generally valued at
a discount from the market price of such unrestricted securities. The
Trustees, however, consider all factors in fixing any discount, including
the filing of a registration statement for such securities under the
Securities Act of 1933 and any other developments which are likely to
increase the probability that the securities may be publicly sold by the
Trust without restriction.
The Trust's Board of Trustees meets at least once in each quarter to value
the Trust's portfolio securities as of the close of business on the last
business day of the preceding quarter. This valuation requires the approval
of a majority of the Trustees of the Trust, including a majority of the
Trustees who
--------------------------------------------------------------------------------
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
are not interested persons of the Trust or of Babson Capital, the Trust's
investment adviser. In making valuations, the Trustees will consider Babson
Capital's reports analyzing each portfolio security in accordance with the
relevant factors referred to above. Babson Capital has agreed to provide
such reports to the Trust at least quarterly.
The consolidated financial statements include private placement restricted
securities valued at $85,334,802 (76.80% of net assets) as of March 31,
2005 whose values have been determined by the Board of Trustees in the
absence of readily ascertainable market values. Due to the inherent
uncertainty of valuation, those values may differ significantly from the
values that would have been used had a ready market for the securities
existed, and the differences could be material.
The values for corporate public securities are stated at the last reported
sales price or at prices based upon quotations obtained from brokers and
dealers as of March 31, 2005, subject to discount where appropriate, and
are approved by the Trustees.
Short-term securities with more than sixty days to maturity are valued at
fair value and short-term securities having a maturity of sixty days or
less are valued at amortized cost, which approximates market value.
B. Accounting for Investments:
Investment transactions are accounted for on the trade date. Dividend
income is recorded on the ex-dividend date. Interest income is recorded on
the accrual basis. The Trust does not accrue income when payment is
delinquent and when management believes payment is questionable.
Discounts and premiums on securities purchased are amortized, over the
lives pf the respective securities. Realized gains and losses on investment
transactions and unrealized appreciation and depreciation of investments
are reported for financial statement and federal income tax purposes on the
identified cost method.
C. Use of Estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
D. Federal Income Taxes:
No provision for federal income taxes on net investment income and
short-term capital gains is considered necessary for the Trust because it
is a "regulated investment company" under the Internal Revenue Code, and
intends to maintain this qualification by, among other things, distributing
substantially all of its net taxable income to its shareholders. In any
year when net long-term capital gains are realized by the Trust,
management, after evaluating the prevailing economic conditions, will
recommend that Trustees either designate the net realized long-term gains
as undistributed and pay the federal capital gains taxes thereon, or
distribute all or a portion of such net gains.
The Trust is taxed as a regulated investment company and is therefore
limited as to the amount of non-qualified income that it may receive as the
result of operating a trade or business, e.g. the Trust's pro rata share of
income allocable to the Trust by a partnership operating company. The
Trust's violation of this limitation could result in the loss of its status
as a regulated investment company, thereby subjecting all of its net income
and capital gains to corporate taxes prior to distribution to its
shareholders. The Trust, from time-to-time, identifies investment
opportunities in the securities of entities that could cause such trade or
business income to be allocable to the Trust. The MMPI 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 MMPI Subsidiary Trust is not taxed as a regulated investment company.
Accordingly, prior to the Trust's receiving any distributions from the MMPI
Subsidiary Trust, all of the MMPI Subsidiary Trust's taxable income and
realized gains, including non-qualified income and realized gains, is
subject to taxation at prevailing corporate tax rates. For the three months
ended March 31, 2005 the MMPI Subsidiary Trust has accrued tax expense on
net realized and unrealized gains of $81,426 and $241,386, respectively.
E. Distributions to Shareholders:
The Trust records distributions to shareholders from net investment income
and net realized gains, if any, on the exdividend date. The Trust's net
investment income dividend is declared four times per year, in April, July,
October and December. The Trust's net realized capital gain distribution,
if any, is declared in December.
--------------------------------------------------------------------------------
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
3. INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FEE
Under an Investment Advisory and Administrative Services Contract (the
"Contract") with the Trust, Babson Capital has agreed to use its best
efforts to present to the Trust a continuing and suitable investment
program consistent with the investment objectives and policies of the
Trust. Babson Capital has further agreed that it will request each issuer
of securities which MassMutual is prepared to purchase in a negotiated
private placement, and which would be consistent with the investment
objectives and policies of the Trust, to also offer such securities to the
Trust. Babson Capital will use its best efforts to insure that issuers
accede to such requests. MassMutual has agreed that, subject to such orders
of the Securities and Exchange Commission as may apply, it will invest
concurrently with the Trust in any such investment. Babson Capital
represents the Trust in any negotiations with issuers, investment banking
firms, securities brokers or dealers and other institutions or investors
relating to the Trust's investments. Under the contract, Babson Capital
provides administration of the day-to-day operations of the Trust and
provides the Trust with office space and office equipment, accounting and
bookkeeping services, and necessary executive, clerical and secretarial
personnel for the performance of the foregoing services.
For its services under the Contract, Babson Capital is paid a quarterly fee
equal to .225% of the value of the Trust's net assets as of the last
business day of each fiscal quarter, an amount approximately equivalent to
.90% on an annual basis. A majority of the Trustees, including a majority
of the Trustees who are not interested persons of the Trust or of Babson
Capital, approve the valuation of the Trust's net assets as of such day.
4. SENIOR SECURED INDEBTEDNESS:
A. NOTE PAYABLE
MassMutual holds the Trust's $12,000,000 Senior Fixed Rate Convertible Note
(the "Note") issued by the Trust in 1995. The Note, as amended, is due
December 13, 2011 and accrues interest at 5.80% per annum. MassMutual, at
its option, can convert the principal amount of the Note into common
shares. The dollar amount of principal would be converted into an
equivalent dollar amount of common shares based upon the average price of
the common shares for ten business days prior to the notice of conversion.
For the three months ended March 31, 2005, the Trust incurred total
interest expense on the Note of $174,000.
The Trust may redeem the Note, in whole or in part, at the principal amount
proposed to be redeemed together with the accrued and unpaid interest
thereon through the redemption date plus a Make Whole Premium. The Make
Whole Premium equals the excess of (i) the present value of the scheduled
payments of principal and interest which the Trust would have paid but for
the proposed redemption, discounted at the rate of interest of U.S.
Treasury obligations whose maturity approximates that of the Note plus
0.50% over (ii) the principal of the Notes proposed to be redeemed.
B. REVOLVING CREDIT AGREEMENT
The Trust entered into a $15,000,000 Revolving Credit Agreement with Fleet
National Bank (the "Agent Bank") dated May 29, 1997, which had a stated
matured on May 31, 2004. The maturity date of this loan was extended to May
31, 2007, and its terms amended and restated pursuant to the First Amended
and Restated Revolving Credit Agreement (the "Revolver") dated May 27,
2004, between the Trust and the Agent Bank.
The Revolver bears interest payable quarterly in arrears at a per annum
rate that varies depending upon whether the Trust requests a Base Rate Loan
or LIBOR Rate Loan. Interest on Base Rate loans equals the higher of: (i)
the annual "Base Rate" as set periodically by the Agent Bank and (ii) the
most recent Federal Funds Effective Rate plus .50% per annum. Per annum
interest on LIBOR Rate Loans equals .60% plus the London Inter Bank Offered
Rate ("LIBOR") rate, divided by 1 minus LIBOR Reserve Rate. The Trust also
incurs expense on the undrawn portion of the total Revolver at a rate of
.25% per annum.
As of March 31, 2005, there was $10,500,000 in outstanding loans against
the Revolver and the average blended rate of interest attributable to the
Revolver was 2.93%. For the three months ended March 31, 2005, the Trust
incurred total interest expense on the Revolver of $77,011, plus $2,774
related to the undrawn portion.
5. PURCHASES AND SALES OF INVESTMENTS
For the three months
ended 3/31/2005
Cost of Proceeds from
Investments Sales or
Acquired Maturities
------------ ------------
Corporate restricted securities $ 7,454,659 $ 9,829,745
Corporate public securities 1,322,144 2,553,902
Short-term securities 104,800,104 101,374,000
--------------------------------------------------------------------------------
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
The aggregate cost of investments was substantially the same for financial
reporting and federal income tax purposes as of March 31, 2005. The net
unrealized appreciation of investments for federal tax purposes as of March
31, 2005 is $427,130 and consists of $13,124,800 appreciation and
$12,697,670 depreciation.
6. CONTINGENCIES
The Trust, together with other investors including MassMutual, is a
plaintiff in litigation related to private placement investments made by
the Trust in Sharp International Corporation ("Sharp"). Three managing
shareholders of Sharp, which is currently being liquidated in a Chapter 11
proceeding, have pleaded guilty to criminal fraud charges. A civil lawsuit
was brought by the Trust and the other investors in New York state court to
recover damages for lost investment funds from Sharp's auditors. A
settlement of the lawsuit against Sharp's auditors has been agreed to by
the parties to this lawsuit, including the Trust, subject to state court
approval. Under the terms of the settlement agreement, the Trust will
recover all legal fees it incurred to prosecute the lawsuit, as well as
additional amounts. A related lawsuit brought by the Trustee of the Sharp
bankruptcy estate against Sharp's auditors on behalf of unsecured creditors
including the Trust has also been settled, subject to approval by the U.S.
Bankruptcy Court. If this settlement is approved by the Bankruptcy Court,
as expected, the Trust will receive its pro rata share of the settlement
proceeds distributed by the Bankruptcy Trustee to Sharp's unsecured
creditors. Total net proceeds to be distributed to the Trust as a result of
the settlement of these two lawsuits against Sharp's auditors are expected
to be approximately $750,000, subject to Bankruptcy Court approval and
final adjustments related to litigation costs.
--------------------------------------------------------------------------------
32
TRUSTEES OFFICERS
-------- --------
DONALD E. BENSON* STUART H. REESE CHAIRMAN
DONALD GLICKMAN ROGER W. CRANDALL PRESIDENT
MARTIN T. HART* CHARLES C. MCCOBB, JR. VICE PRESIDENT &
ROBERT E. JOYAL CHIEF FINANCIAL
JACK A. LAUGHERY [LOGO] OFFICER
CORINE T. NORGAARD* STEPHEN L. KUHN VICE PRESIDENT &
STUART H. REESE SECRETARY
MICHAEL P. HERMSEN VICE PRESIDENT
MARY WILSON KIBBE VICE PRESIDENT
MICHAEL L. KLOFAS VICE PRESIDENT
CLIFFORD M. NOREEN VICE PRESIDENT
RICHARD E. SPENCER, II VICE PRESIDENT
JAMES M. ROY TREASURER
JOHN T. DAVITT, JR. COMPTROLLER
MARY ELLEN WESNESKI CHIEF COMPLIANCE
OFFICER
* MEMBER OF THE AUDIT COMMITTEE
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
MassMutual Participation Investors offers a Dividend Reinvestment and Cash
Purchase Plan. The Plan provides a simple and automatic 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. The dividends of each shareholder will be
automatically reinvested in the Trust by Shareholder Financial Services Inc.,
the Transfer Agent, in accordance with the Plan, unless such shareholder elects
not to participate by providing written notice to the Transfer Agent. A
shareholder may terminate his or her participation by notifying the Transfer
Agent in writing.
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 $100 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 newlyissued
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 Participation Investors' Dividend
Reinvestment and Cash Purchase Plan, P.O. Box 173673, Denver CO 80217-3673.
DB1040 505