MASSMUTUAL
PARTICIPATION INVESTORS
Report for the
Nine Months Ended September 30, 2007
[LOGO]
ADVISER
Babson Capital Management LLC
1500 Main Street, PO Box 15189
Springfield, Massachusetts 01115-5189
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
KPMG LLP
Boston, Massachusetts 02110
COUNSEL TO THE TRUST
Ropes & Gray LLP
Boston, Massachusetts 02110
CUSTODIAN
Citibank, N.A.
New York, New York 10043
TRANSFER AGENT & REGISTRAR
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
1-800-647-7374
INTERNET WEBSITE
www.babsoncapital.com/mpi
[LOGO] MassMutual Participation Investors
c/o Babson Capital Management LLC
1500 Main Street, PO Box 15189
Springfield, Massachusetts 01115-5189
(413) 226-1516
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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, in private placement transactions. These investments are
typically mezzanine debt investments with accompanying private equity securities
made to small or middle market companies. At least half of these investments
normally include equity features such as common stocks, 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. Below investment
grade or high yield securities have predominantly speculative characteristics
with respect to capacity to pay interest and repay capital. In addition, the
Trust may temporarily invest in high quality, readily marketable securities.
Babson Capital Management LLC ("Babson Capital") manages the Trust on a total
return basis. The Trust distributes substantially all of its net taxable 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
The Trust files its complete schedule of portfolio holdings with the U.S.
Securities and Exchange Commission ("SEC") for the first and third quarters of
each fiscal year on Form N-Q. This information is available (i) on the SEC's
website at http://www.sec.gov; and (ii) at the SEC's Public Reference Room in
Washington, DC (which information on their operation may be obtained by calling
1-800-SEC-0330). A complete schedule of portfolio holdings as of each
quarter-end is available upon request by calling, toll-free, 866-399-1516.
PROXY VOTING POLICIES & PROCEDURES; PROXY VOTING RECORD
The Trustees of the Trust have delegated proxy voting responsibilities relating
to the voting of securities held by the Trust to Babson Capital. A description
of Babson Capital's proxy voting policies and procedures is available (1)
without charge, upon request, by calling, toll-free 866-399-1516; (2) on the
Trust's website: http:// www.babsoncapital.com/mpv; and (3) on the SEC's
website: http://www.sec.gov. Information regarding how the Trust voted proxies
relating to portfolio securities during the most recent 12-month period ended
June 30 is available (1) on the Trust's website:
http://www.babsoncapital.com/mpv and (2) on the SEC's website:
http://www.sec.gov.
MPV
Listed
NYSE
TO OUR SHAREHOLDERS
October 31, 2007
We are pleased to present the September 30, 2007 Quarterly Report of MassMutual
Participation Investors (the "Trust").
At the Trust's quarterly Board of Trustees meeting, which was held on October
19, 2007, the Trustees appointed Maleyne M. Syracuse as a Trustee, thereby
increasing the size of the Board from eight to nine. Ms. Syracuse was most
recently employed by JP Morgan Securities, Inc. where she was a Managing
Director in the Credit Markets Group. Ms. Syracuse has over 25 years of
investment industry experience.
The Board of Trustees declared a quarterly dividend of 25 cents per share,
payable on November 16, 2007 to shareholders of record on October 29, 2007. The
Trust had previously paid a 25 cent per share dividend for the preceding
quarter. U.S. equity markets, as approximated by the Russell 2000 Index,
decreased 3.09% for the quarter. For the nine months ended September 30, 2007
the index increased 3.16%. U.S. fixed income markets, as approximated by the
Lehman Brothers U.S. Corporate High Yield Index increased 0.33% for the quarter.
For the nine months ended September 30, 2007, the index increased 3.21%.
While the mezzanine and private equity markets in which the Trust invests have
become somewhat more disciplined over the last few months, market conditions
still continue to be very aggressive in our view. Merger and acquisition
activity continues at a very robust pace. Valuations and leverage levels for
middle market companies are as high as we have seen them. There is plenty of
mezzanine and equity capital aggressively pursuing new investments. All of these
factors make it a very challenging time for value-oriented mezzanine and private
equity investors like the Trust. As we said last quarter though, we have seen
these types of markets before and believe that our disciplined investment
approach, which we have used for years, is the best strategy.
During the quarter, the Trust made private placement investments in two new
issuers and one "follow-on" investment, totaling approximately $2.2 million. The
follow-on investment purchased by the Trust was H M Holding Company. The two new
issuers were Nesco Holdings Corporation and Smart Source Holdings LLC. The
weighted average coupon of these investments was 12.00%. (A brief description of
these investments can be found in the Consolidated Statement of Investments.)
During the quarter ended September 30, 2007, net assets of the Trust increased
to $132,493,862 or $13.44 per share compared to $130,184,597 or $13.22 per share
on June 30, 2007, which translates into a 3.63% total 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 11.52%, 19.68%, and 13.00% for the 1-,
5- and 10-year time periods, respectively, based on the change in the Trust's
net assets assuming the reinvestment of all dividends. The Trust earned 38 cents
per share of net investment income for the quarter, of which 12 cents per share
was from nonrecurring items, compared to 32 cents per share in the previous
quarter, of which 5 cents per share was from nonrecurring items.
During the quarter ended September 30, 2007, the market price of the Trust
declined 5.4% from $14.75 per share to $13.95 per share. The Trust's market
price of $13.95 per share equates to a 3.8% premium over the September 30, 2007
net asset value per share. The Trust's average quarter-end premium for the 1-,
5- and 10-year periods was 12.5%, 11.3% and 6.0%, respectively.
Thank you for your continued interest in and support of MassMutual Participation
Investors.
[PIE CHART APPEARS HERE]
Sincerely, -------------------------------------------
Portfolio Composition as of 09/30/07*
Clifford M. Noreen
President Public Equity 1.1%
Private High Yield Debt 50.4%
Private Investment Grade Debt 4.1%
Private/Restricted Equity 15.7%
Cash & Short Term Investments 5.2%
Public High Yield Debt 23.5%
*Based on market value of total investments
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1
CONSOLIDATED STATEMENT OF MASSMUTUAL PARTICIPATION INVESTORS
ASSETS AND LIABILITIES
September 30, 2007
(Unaudited)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost - $102,911,941) $ 101,610,670
Corporate public securities at market value
(Cost - $35,851,458) 35,535,870
Short-term securities at amortized cost 5,976,518
--------------
143,123,058
--------------
Cash 1,624,531
Interest receivable 3,220,205
Receivable for investments sold 160,030
Other assets 6,290
--------------
TOTAL ASSETS $ 148,134,114
--------------
LIABILITIES:
Payable for investments purchased $ 2,764,275
Investment advisory fee payable 298,111
Note payable 12,000,000
Interest payable 266,714
Accrued expenses 77,947
Accrued taxes payable 233,205
--------------
TOTAL LIABILITIES 15,640,252
--------------
TOTAL NET ASSETS $ 132,493,862
==============
NET ASSETS:
Common shares, par value $.01 per share; an unlimited number authorized $ 98,616
Additional paid-in capital 91,774,506
Retained net realized gain on investments, prior years 32,187,872
Undistributed net investment income 5,428,188
Accumulated net realized gain on investments 4,621,539
Net unrealized depreciation of investments (1,616,859)
--------------
TOTAL NET ASSETS $ 132,493,862
==============
COMMON SHARES ISSUED AND OUTSTANDING 9,861,611
==============
NET ASSET VALUE PER SHARE $ 13.44
==============
See Notes to Consolidated Financial Statements.
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2
CONSOLIDATED STATEMENT OF OPERATIONS MASSMUTUAL PARTICIPATION INVESTORS
For the nine months ended September 30, 2007
(Unaudited)
INVESTMENT INCOME:
Interest $ 9,444,053
Dividends 1,629,083
Other 59,887
--------------
TOTAL INVESTMENT INCOME 11,133,023
--------------
EXPENSES:
Investment advisory fees 883,561
Interest 542,695
Professional fees 118,800
Trustees' fees and expenses 96,000
Reports to shareholders 67,500
Transfer agent/registrar's expenses 14,000
Other 91,551
--------------
TOTAL EXPENSES 1,814,107
--------------
INVESTMENT INCOME - NET 9,318,916
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments before taxes 4,691,466
Income tax expense (177,298)
--------------
Net realized gain on investments 4,514,168
Net change in unrealized appreciation of investments before taxes (4,147,146)
Net change in deferred income tax expense 384,226
--------------
Net change in unrealized appreciation of investments (3,762,920)
NET GAIN ON INVESTMENTS 751,248
--------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 10,070,164
==============
See Notes to Consolidated Financial Statements.
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3
CONSOLIDATED STATEMENT OF CASH FLOWS MASSMUTUAL PARTICIPATION INVESTORS
For the nine months ended September 30, 2007
(Unaudited)
NET DECREASE IN CASH:
Cash flows from operating activities:
Interest, dividends and other received $ 10,343,122
Interest expense paid (364,914)
Operating expenses paid (1,316,461)
Income taxes paid (3,519,168)
--------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,142,579
--------------
Cash flows from investing activities:
Purchases/Proceeds/Maturities from short-term portfolio securities, net 1,146,302
Purchases of portfolio securities (27,041,973)
Proceeds from disposition of portfolio securities 28,433,690
--------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 2,538,019
--------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES 7,680,598
--------------
Cash flows from financing activities:
Cash dividends paid from net investment income (9,431,301)
Cash dividends paid from net realized gain on investments (96,562)
Receipts for shares issued on reinvestment of dividends 828,061
--------------
NET CASH USED FOR FINANCING ACTIVITIES (8,699,802)
--------------
NET DECREASE IN CASH (1,019,204)
Cash - beginning of year 2,643,735
--------------
CASH - END OF PERIOD $ 1,624,531
==============
Reconciliation of net increase in net assets to net
cash provided by operating and investing activities:
Net increase in net assets resulting from operations $ 10,070,164
--------------
Increase in investments (1,424,981)
Increase in interest receivable (219,379)
Decrease in receivable for investments sold 96,462
Increase in other assets (6,290)
Increase in payable for investments purchased 2,764,275
Increase in investment advisory fee payable 13,452
Increase in interest payable 177,781
Decrease in accrued expenses (64,790)
Decrease in accrued taxes payable (3,726,096)
--------------
TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (2,389,566)
--------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES $ 7,680,598
==============
See Notes to Consolidated Financial Statements.
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4
CONSOLIDATED STATEMENTS OF MASSMUTUAL PARTICIPATION INVESTORS
CHANGES IN NET ASSETS
For the nine
months ended For the
09/30/2007 year ended
(Unaudited) 12/31/2006
-------------- --------------
INCREASE IN NET ASSETS:
OPERATIONS:
Investment income - net $ 9,318,916 $ 10,728,662
Net realized gain on investments 4,514,168 6,733,116
Net change in unrealized appreciation of investments (3,762,920) 814,564
-------------- --------------
Net increase in net assets resulting from operations 10,070,164 18,276,342
Increase from common shares issued on reinvestment of dividends
Common shares issued (2007 - 56,329; 2006 - 61,052) 828,061 867,979
Dividends to shareholders from:
Net investment income (2007 - $0.50 per share; 2006 - $1.18 per share) (4,919,376) (11,551,712)
Net realized gains on investments (2006 - $0.01 per share) -- (96,562)
-------------- --------------
TOTAL INCREASE IN NET ASSETS 5,978,849 7,496,047
NET ASSETS, BEGINNING OF YEAR 126,515,013 119,018,966
-------------- --------------
NET ASSETS, END OF PERIOD (including undistributed net
investment income of $5,428,188 and $1,028,648, respectively) $ 132,493,862 $ 126,515,013
============== ==============
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See Notes to Consolidated Financial Statements.
5
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS MASSMUTUAL PARTICIPATION INVESTORS
Selected data for each share of beneficial interest outstanding:
For the nine
months ended For the years ended December 31,
09/30/2007 --------------------------------------------------------------------------
(Unaudited) 2006 2005 2004 2003 2002
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
Beginning of year $ 12.90 $ 12.21 $ 11.13 $ 9.84 $ 8.78 $ 9.12
---------- ---------- ---------- ---------- ---------- ----------
Net investment income (a) 0.95 1.10 0.99 1.00 0.80 0.87
Net realized and unrealized
gain (loss) on investments 0.08 0.77 1.09(b) 1.36 1.21 (0.35)
---------- ---------- ---------- ---------- ---------- ----------
Total from investment operations 1.03 1.87 2.08 2.36 2.01 0.52
---------- ---------- ---------- ---------- ---------- ----------
Dividends from net investment
income to common shareholders (0.50) (1.18) (1.01) (1.10) (0.96) (0.86)
Dividends from net realized gain on
investments to common shareholders -- (0.01) -- -- -- --
Increase from dividends reinvested 0.01 0.01 0.01 0.03 0.01 --
---------- ---------- ---------- ---------- ---------- ----------
Total dividends (0.49) (1.18) (1.00) (1.07) (0.95) (0.86)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
End of period/year $ 13.44 $ 12.90 $ 12.21 $ 11.13 $ 9.84 $ 8.78
---------- ---------- ---------- ---------- ---------- ----------
Per share market value:
End of period/year $ 13.95 $ 14.70 $ 14.05 $ 13.31 $ 11.65 $ 9.40
========== ========== ========== ========== ========== ==========
Total investment return
Market value (1.78)% 16.81% 17.25% 25.77% 35.50% 12.58%
Net asset value (c) 8.22% 18.64% 22.51% 25.14% 23.72% 5.70%
Net assets (in millions):
End of period/year $ 132.49 $ 126.52 $ 119.02 $ 107.61 $ 94.40 $ 83.59
Ratio of operating expenses
to average net assets 1.32%(d) 1.17% 1.45% 1.63% 1.65% 1.27%
Ratio of interest expense
to average net assets 0.56%(d) 0.57% 0.80% 0.89% 0.97% 1.08%
Ratio of total expenses before custodian
reduction to average net assets 1.88%(d) 1.78% 2.28% 2.52% 2.62% 2.35%
Ratio of net expenses after custodian
reduction to average net assets 1.88%(d) 1.74% 2.25% 2.52% 2.62% 2.35%
Ratio of net investment income
to average net assets 9.64%(d) 8.43% 8.45% 9.60% 8.55% 9.42%
Portfolio turnover 21% 34% 32% 51% 55% 35%
(a) Calculated using average shares.
(b) Amount includes $0.10 per share in litigation proceeds.
(c) Net asset value return represents portfolio returns based on change in the Trust's net asset value assuming the reinvestment of
all dividends and distributions which differs from the total investment return based on the Trust's market value due to the
difference between the Trust's net asset value and the market value of its shares outstanding; past performance is no guarantee
of future results.
(d) Annualized.
Senior securities:
Total principal amount (in millions) $ 12 $ 12 $ 12 $ 22.5 $ 22.5 $ 22.5
Asset coverage per $1,000
of indebtedness $ 12,041 $ 11,543 $ 10,918 $ 5,783 $ 5,195 $ 4,715
See Notes to Consolidated Financial Statements.
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6
CONSOLIDATED SCHEDULE OF INVESTMENTS MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES - 76.69%:(A) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
PRIVATE PLACEMENT INVESTMENTS - 70.97%
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 $ 1,136,250
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 1,230 shs. 04/08/04 -- 12
Warrant, exercisable until 2012, to purchase
preferred stock at $.01 per share 33,505 shs. 03/23/06 33,860 33,860
------------ ------------
1,158,860 1,170,122
------------ ------------
AERO HOLDINGS, INC.
A provider of geospatial services to corporate and
government clients.
10.5% Senior Secured Term Note due 2014 $ 930,000 03/09/07 916,050 923,691
14% Senior Subordinated Note due 2015 $ 720,000 03/09/07 644,622 714,698
Common Stock (B) 150,000 shs. 03/09/07 150,000 142,500
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 37,780 shs. 03/09/07 63,730 378
------------ ------------
1,774,402 1,781,267
------------ ------------
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 1,041,907 1,105,942
Preferred Class A Unit (B) 1,706 uts. * 170,600 145,010
Common Class B Unit (B) 16,100 uts. 01/22/04 1 161
Common Class D Unit (B) 3,690 uts. 09/12/06 -- 37
------------ ------------
1,212,508 1,251,150
------------ ------------
ARROW TRU-LINE HOLDINGS, INC.
A manufacturer of hardware for residential and
commercial overhead garage doors in North America.
12% Senior Subordinated Note due 2012 $ 861,702 05/18/05 816,602 835,242
Common Stock (B) 263 shs. 05/18/05 263,298 100,632
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 69 shs. 05/18/05 59,362 26,383
------------ ------------
1,139,262 962,257
------------ ------------
AUGUSTA SPORTSWEAR HOLDING CO.
A manufacturer and distributor of athletic apparel,
activewear and team uniforms.
12% Senior Subordinated Note due 2012 $ 893,000 12/31/04 844,430 893,000
Common Stock (B) 275 shs. ** 275,108 658,262
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 73 shs. 12/31/04 63,254 174,166
------------ ------------
1,182,792 1,725,428
------------ ------------
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 --
------------ ------------
* 01/22/04 and 09/12/06.
**12/31/04, 03/31/05 and 05/02/06.
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7
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
BRAVO SPORTS HOLDING CORPORATION
A designer and marketer of niche branded consumer
products including canopies, trampolines, in-line skates,
skateboards, and urethane wheels.
12.5% Senior Subordinated Note due 2014 $ 1,207,902 06/30/06 $ 1,139,617 $ 1,193,421
Preferred Stock Class A (B) 465 shs. 06/30/06 141,946 126,498
Common Stock (B) 1 sh. 06/30/06 152 136
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 164 shs. 06/30/06 48,760 44,457
------------ ------------
1,330,475 1,364,512
------------ ------------
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
pharmaceutical products.
Common Stock (B) 55 shs. * 252 223,573
------------ ------------
COEUR, INC.
A producer of proprietary, disposable power
injection syringes.
8.75% Senior Secured Term Note due 2010 $ 202,899 04/30/03 202,899 205,185
11.5% Senior Subordinated Note due 2011 $ 242,754 04/30/03 229,240 243,243
Common Stock (B) 72,464 shs. 04/30/03 72,463 245,859
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 50,099 shs. 04/30/03 23,317 169,978
------------ ------------
527,919 864,265
------------ ------------
CONNECTICUT ELECTRIC, INC.
A supplier and distributor of electrical products sold into
the retail and wholesale markets.
12% Senior Subordinated Note due 2014 $ 1,267,387 01/12/07 1,182,283 1,240,050
Limited Liability Company Unit Class A (B) 82,616 uts. 01/12/07 82,613 78,482
Limited Liability Company Unit Class C (B) 59,756 uts. 01/12/07 59,756 56,769
------------ ------------
1,324,652 1,375,301
------------ ------------
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 (D) $ 1,059,417 ** 974,588 529,709
Limited Partnership Interest (B) 4.43% int. *** 103,135 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 92 shs. ** 84,829 --
------------ ------------
1,162,552 529,709
------------ ------------
*12/30/97 and 05/29/99.
**08/12/04 and 01/18/05.
***08/12/04 and 01/14/05.
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8
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
CONSOLIDATED FOUNDRIES HOLDINGS
A manufacturer of engineered cast metal components for
the global aerospace and defense industries.
12% Senior Subordinated Note due 2013 $ 1,157,143 06/15/05 $ 1,114,047 $ 1,168,714
Common Stock (B) 269 shs. * 278,521 704,962
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 54 shs. 06/15/05 53,295 142,579
------------ ------------
1,445,863 2,016,255
------------ ------------
COREPHARMA LLC
A manufacturer of oral dose generic pharmaceuticals
targeted at niche applications.
12% Senior Subordinated Note due 2013 $ 1,350,000 08/04/05 1,289,015 1,356,750
Warrant, exercisable until 2013, to purchase
common stock at $.001 per share (B) 10 shs. 08/04/05 72,617 36,483
------------ ------------
1,361,632 1,393,233
------------ ------------
DAVIS-STANDARD LLC
A manufacturer, assembler, and installer of a broad range
of capital equipment that is used in the extrusion,
conversion, and processing of plastic materials.
12% Senior Subordinated Note due 2014 $ 978,261 10/30/06 917,628 1,000,130
Limited Partnership Interest (B) 371,739 uts. 10/30/06 371,739 353,152
Warrant, exercisable until 2014, to purchase
preferred stock at $.01 per share (B) 26 shs. 10/30/06 26,380 --
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 18 shs. 10/30/06 18,000 --
------------ ------------
1,333,747 1,353,282
------------ ------------
DIRECTED ELECTRONICS, INC.
A designer and distributor of brand name automotive
security systems, audio products and installation
accessories.
Common Stock (B) 195,118 shs. ** 982,868 778,520
------------ ------------
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 --
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 --
------------ ------------
*06/15/05 and 05/22/06.
**12/19/05 and 06/17/06.
***10/24/96 and 08/28/98.
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9
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
DUNCAN SYSTEMS, INC.
A distributor of windshields and side glass for the
recreational vehicle market.
10% Senior Secured Term Note due 2013 $ 308,571 11/01/06 $ 303,942 $ 306,462
13% Senior Subordinated Note due 2014 $ 488,572 11/01/06 437,044 484,565
Common Stock (B) 102,857 shs. 11/01/06 102,857 97,714
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 32,294 shs. 11/01/06 44,663 323
------------ ------------
888,506 889,064
------------ ------------
DWYER GROUP, INC.
A franchiser of a variety of home repair services.
Common Stock (B) 3,656 shs. * 365,600 496,042
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 1,077 shs. 10/30/03 98,719 146,073
------------ ------------
464,319 642,115
------------ ------------
E X C ACQUISITION CORPORATION
A manufacturer of pre-filled syringes and pump systems
used for intravenous drug delivery.
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 11 shs. 06/28/04 40,875 90,588
------------ ------------
EAGLE PACK PET FOODS, INC.
A manufacturer of premium pet food sold through
independent pet stores.
12% Senior Subordinated Note due 2011 $ 803,572 ** 785,606 811,608
Warrant, exercisable until 2011, to purchase
common stock at $.02 per share (B) 2,163 shs. 09/24/04 20,893 66,059
------------ ------------
806,499 877,667
------------ ------------
ELECTRA BICYCLE COMPANY, INC.
A designer and marketer of branded leisure bicycles.
10.5% Senior Secured Term Note A due 2009 $ 145,749 04/12/07 142,834 144,801
10.5% Senior Secured Term Note B due 2012 $ 426,316 04/12/07 418,154 421,728
12% Senior Secured Term Note C due 2012 $ 291,498 04/12/07 271,410 285,781
Limited Liabiltiy Company Unit Series F 36,913 uts. 04/12/07 36,913 35,068
Limited Liabiltiy Company Unit Series G (B) 2,852 uts. 04/12/07 2,852 2,709
------------ ------------
872,163 890,087
------------ ------------
ENZYMATIC THERAPY, INC.
A manufacturer and distributor of branded natural
medicines and nutritional supplements.
Limited Partnership Interest (B) 0.70% int. 03/30/00 281,250 33,750
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 15,415 shs. 03/30/00 135,000 22,500
------------ ------------
416,250 56,250
------------ ------------
EVANS CONSOLES, INC.
A designer and manufacturer of consoles and control
center systems.
Common Stock 45,000 shs. 05/06/04 6 --
------------ ------------
*10/30/03 and 01/02/04.
**09/24/04 and 4/20/06.
--------------------------------------------------------------------------------------------------------------------------------
10
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
F H S HOLDINGS LLC
A national provider of customized disease management
services to large self-insured employers.
12% Senior Subordinated Note due 2014 $ 1,265,625 06/01/06 $ 1,182,668 $ 1,244,744
Preferred Unit (B) 84 uts. 06/01/06 83,524 83,530
Common Unit (B) 844 uts. 06/01/06 844 57,013
Common Unit Class B (B) 734 shs. 06/01/06 64,779 49,565
------------ ------------
1,331,815 1,434,852
------------ ------------
FLUTES, INC.
An independent manufacturer of micro fluted corrugated
sheet material for the food and consumer products
packaging industries.
10% Senior Secured Term Note due 2013 $ 524,791 04/13/06 516,919 523,259
14% Senior Subordinated Note due 2014 $ 317,177 04/13/06 286,129 316,645
Common Stock (B) 62,535 shs. 04/13/06 62,535 53,181
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 17,680 shs. 04/13/06 27,676 15,036
------------ ------------
893,259 908,121
------------ ------------
FOWLER HOLDING, INC.
A provider of site development services to residential
homebuilders and developers in the Raleigh/Durham
region of North Carolina.
12% Senior Subordinated Note due 2013 $ 1,252,174 02/03/06 1,140,474 1,203,572
Common Stock (B) 98 shs. 02/03/06 97,826 37,596
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 135 shs. 02/03/06 110,348 51,719
------------ ------------
1,348,648 1,292,887
------------ ------------
FUEL SYSTEMS HOLDING CORPORATION
An independent North American supplier of fuel tanks for
a wide variety of commercial vehicles.
12% Senior Subordinated Note due 2014 $ 1,237,500 01/31/06 1,157,771 1,191,761
Common Stock (B) 112,500 shs. 01/31/06 112,500 76,480
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 73,275 shs. 01/31/06 63,113 49,814
------------ ------------
1,333,384 1,318,055
------------ ------------
H M HOLDING COMPANY
A designer, manufacturer, and importer of promotional and
wood furniture.
12% Senior Subordinated Note due 2013 $ 1,170,000 02/10/06 1,092,288 1,056,645
Preferred Stock (B) 11 shs. 09/18/07 10,714 9,639
Common Stock (B) 180 shs. 02/10/06 180,000 --
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 67 shs. 02/10/06 61,875 --
------------ ------------
1,344,877 1,066,284
------------ ------------
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 91,867 --
------------ ------------
--------------------------------------------------------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
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 * $ 1,000,397 $ 1,084,772
Common Stock (B) 33 shs. * 33,216 39,864
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share (B) 106 shs. * 105,618 126,745
------------ ------------
1,139,231 1,251,381
------------ ------------
INSURANCE CLAIMS MANAGEMENT, INC.
A third party administrator providing auto and property
claim administration services for insurance companies.
Common Stock 37 shs. 02/27/07 1,100 --
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share 11 shs. 02/27/07 324 --
------------ ------------
1,424 --
------------ ------------
INTEGRATION TECHNOLOGY SYSTEMS, INC.
A manufacturer of steel protective computer and network
systems for the industrial and office environments.
12% Senior Secured Note due 2008 (D) $ 949,004 03/01/04 938,546 237,251
Common Stock (B) 130 shs. 06/01/00 149,500 --
------------ ------------
1,088,046 237,251
------------ ------------
JASON, INC.
A diversified manufacturing company serving various
industrial markets.
13% Senior Subordinated Note due 2008 $ 510,187 08/04/00 497,100 506,233
Limited Partnership Interest of
Saw Mill Capital Fund II, L.P. (B) 1.30% int. 08/03/00 469,245 474,842
Warrants, exercisable until 2008 and 2009, to purchase
common stock at $.01 per share (B) 26,931 shs. 08/04/00 61,101 95,361
------------ ------------
1,027,446 1,076,436
------------ ------------
JUSTRITE MANUFACTURING ACQUISITION CO.
A manufacturer of safety products such as storage cabinets
and containers.
12% Senior Subordinated Note due 2011 $ 843,750 12/15/04 804,870 852,188
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 594 shs. 12/15/04 53,528 115,858
------------ ------------
858,398 968,046
------------ ------------
K N B HOLDINGS CORPORATION
A designer, manufacturer and marketer of products for the
custom framing market.
13.5% Senior Subordinated Note due 2013 $ 1,300,187 05/25/06 1,241,390 1,298,678
Common Stock (B) 71,053 shs. 05/25/06 71,053 54,430
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 43,600 shs. 05/25/06 37,871 33,400
------------ ------------
1,350,314 1,386,508
------------ ------------
K W P I HOLDINGS CORPORATION
A manufacturer and distributor of vinyl windows and patio
doors throughout the northwestern United States.
12% Senior Subordinated Note due 2014 $ 1,227,000 03/14/07 1,120,969 1,200,860
Common Stock (B) 123 shs. 03/13/07 123,000 116,850
Warrant, excercisable until 2017, to purchase
common stock at $.01 per share (B) 89 shs. 03/14/07 85,890 1
------------ ------------
1,329,859 1,317,711
------------ ------------
* 06/30/04 and 08/19/04.
--------------------------------------------------------------------------------------------------------------------------------
12
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
KEEPSAKE QUILTING, INC.
A seller of quilting fabrics, books, patterns, kits and
notions to consumers.
9.17% Senior Secured Revolving Note due 2008 (C) $ 136,287 06/16/00 $ 136,287 $ 135,423
12% Senior Secured Tranche B Note due 2008 $ 314,509 06/16/00 311,066 314,509
Limited Partnership Interest of
Riverside XVI Holding Company, L.P. (B) 3.02% int. 06/12/00 190,563 269,273
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 633 shs. 06/12/00 26,209 90,262
------------ ------------
664,125 809,467
------------ ------------
KELE AND ASSOCIATES, INC.
A distributor of building automation control products.
12% Senior Subordinated Note due 2012 $ 969,643 02/27/04 905,196 979,339
Common Stock 6 shs. 02/27/04 6,814 117,591
Warrant, exercisable until 2012, to purchase
common stock at $.02 per share 6 shs. 02/27/04 4,124 107,548
------------ ------------
916,134 1,204,478
------------ ------------
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 (D) $ 2,036,000 * 1,899,714 --
Common Stock (B) 3,057 shs. * 213,998 --
Warrant, exercisable until 2008, to purchase
common stock at $.11 per share (B) 8,245 shs. * 318,838 --
------------ ------------
2,432,550 --
------------ ------------
MAGNATECH INTERNATIONAL, INC.
A supplier of process equipment and related parts used
in the manufacturing of medium and high-pressure
reinforced hoses.
12% Senior Subordinated Note due 2014 $ 618,750 04/05/06 578,069 624,821
13% Preferred Stock (B) 299 shs. 04/05/06 299,295 338,209
Common Stock (B) 66 shs. 04/05/06 66,202 211,794
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 7 shs. 04/05/06 6,832 21,851
------------ ------------
950,398 1,196,675
------------ ------------
MAIL COMMUNICATIONS GROUP, INC.
A provider of mail processing and handling services,
lettershop services, and commercial printing services.
12.5% Senior Subordinated Note due 2014 $ 516,177 05/04/07 483,072 512,554
Limited Liability Company Unit (B) 12,176 uts. 05/04/07 158,824 150,883
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 1,787 shs. 05/04/07 22,781 18
------------ ------------
664,677 663,455
------------ ------------
MAVERICK ACQUISITION COMPANY
A manufacturer of capsules that cover the cork and neck of
wine bottles.
9.86% Senior Secured Tranche A Note due 2010 (C) $ 334,573 09/03/04 334,573 335,822
12% Senior Secured Tranche B Note due 2011 $ 179,104 09/03/04 163,566 178,715
Limited Partnership Interest (B) 4.48% int. 09/03/04 33,582 26,799
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 243 shs. 09/03/04 22,556 19,363
------------ ------------
554,277 560,699
------------ ------------
*12/23/98 and 01/28/99.
--------------------------------------------------------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
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 $ 511,899 $ 560,069
8.75% Senior Subordinated Note due 2012 $ 660,322 09/30/04 660,322 673,335
Common Stock (B) 218,099 shs. 09/30/04 218,099 1,212,680
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 87,755 shs. 09/30/04 51,941 487,939
------------ ------------
1,442,261 2,934,023
------------ ------------
MICROGROUP, INC.
A manufacturer of precision parts and assemblies, and a
value-added supplier of metal tubing and bars.
12% Senior Subordinated Note due 2013 $ 1,421,795 * 1,343,417 1,432,855
Common Stock (B) 238 shs. * 238,000 145,346
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 87 shs. * 86,281 53,015
------------ ------------
1,667,698 1,631,216
------------ ------------
MOMENTUM HOLDING CO.
A designer and supplier of upholstery fabric to commercial
furniture manufacturers and architectural and design firms.
12% Senior Subordinated Note due 2014 $ 618,802 08/04/06 554,426 631,178
Limited Partnership Interest (B) 56,198 uts. 08/04/06 56,198 86,957
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 586 shs. 08/04/06 56,705 90,643
------------ ------------
667,329 808,778
------------ ------------
MONESSEN HOLDING CORPORATION
A designer and manufacturer of a broad line of gas, wood,
and electric hearth products and accessories.
12% Senior Subordinated Note due 2014 $ 1,350,000 03/31/06 1,257,812 1,276,213
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 81 shs. 03/31/06 73,125 1
------------ ------------
1,330,937 1,276,214
------------ ------------
MORTON INDUSTRIAL GROUP, INC.
A manufacturer of highly engineered metal
fabricated components.
12% Senior Subordinated Note due 2014 $ 1,292,246 08/25/06 1,193,240 1,198,485
Common Stock (B) 57,754 shs. 08/25/06 57,754 46,203
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 91,923 shs. 08/25/06 79,380 919
------------ ------------
1,330,374 1,245,607
------------ ------------
MOSS, INC.
A manufacturer and distributor of large display and
exhibit structures.
Limited Partnership Interest of
Riverside Capital Appreciation Fund I, L.P. (B) 19.20% int. ** 199,301 343,526
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 122 shs. 12/21/05 20,941 21,031
------------ ------------
220,242 364,557
------------ ------------
*08/12/05 and 09/11/06.
**09/20/00, 05/23/02 and 02/21/07.
--------------------------------------------------------------------------------------------------------------------------------
14
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
NABCO, INC.
A producer of explosive containment vessels in the
United States.
12% Senior Subordinated Note due 2014 $ 352,389 02/24/06 $ 325,916 $ 299,531
Limited Liability Company Unit (B) 437 uts. * 436,984 218,490
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 26 shs. 02/24/06 19,687 --
------------ ------------
782,587 518,021
------------ ------------
NAVIS GLOBAL
A designer, manufacturer, seller and servicer of finishing
machinery for the knit and woven segments of the global
textile industry.
12% Senior Subordinated Note due 2014 $ 705,457 05/28/04 648,357 694,083
8.75% Senior Secured Note due 2011 $ 368,379 05/28/04 368,379 366,647
Common Stock (B) 385,233 shs. 05/28/04 385,233 269,663
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 116,521 shs. 05/28/04 74,736 81,565
------------ ------------
1,476,705 1,411,958
------------ ------------
NESCO HOLDINGS CORPORATION
A sales and leasing company that provides equipment
to the electric utility, telecommunications, and various
other industries.
12% Senior Subordinated Note due 2015 $ 1,125,000 08/02/07 999,658 1,114,394
Common Stock (B) 225,000 shs. 08/02/07 225,000 213,750
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 63,191 shs. 08/02/07 102,842 632
------------ ------------
1,327,500 1,328,776
------------ ------------
NETSHAPE TECHNOLOGIES, INC.
A manufacturer of powder metal and metal injection
molded precision components used in industrial, consumer,
and other applications.
12% Senior Subordinated Note due 2014 $ 810,000 02/02/07 745,713 767,761
Limited Partnership Interest of
Saw Mill PCG Partners LLC (B) 540 uts. 02/01/07 540,000 486,000
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 48 shs. 02/02/07 48,087 --
------------ ------------
1,333,800 1,253,761
------------ ------------
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 03/29/04 982,661 993,348
10% Preferred Stock (B) 135 shs. 03/29/04 135,044 135,762
Common Stock (B) 3,418 shs. 03/29/04 3,418 93,360
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 4,565 shs. 03/29/04 3,877 124,680
------------ ------------
1,125,000 1,347,150
------------ ------------
*02/24/06 and 06/22/07.
--------------------------------------------------------------------------------------------------------------------------------
15
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(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 $ 441,072
11.5% Senior Subordinated Note due 2012 $ 857,143 01/28/02 805,910 642,857
Common Stock (B) 178,571 shs. 01/28/02 178,571 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 138,928 shs. 01/28/02 92,597 --
------------ ------------
1,541,364 1,083,929
------------ ------------
O R S NASCO HOLDING, INC.
A wholesale distributor of industrial supplies in
North America.
13% Senior Subordinated Note due 2013 $ 1,256,152 12/20/05 1,185,627 1,281,275
Common Stock (B) 93,848 shs. 12/20/05 93,848 185,213
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 52,820 shs. 12/20/05 52,292 104,242
------------ ------------
1,331,767 1,570,730
------------ ------------
OAKRIVER TECHNOLOGY, INC.
Designs, engineers and assembles high precision
automated process equipment for the medical device
industry, with a focus on defibrillators and stents.
10% Senior Secured Note due 2012 $ 323,115 01/03/06 318,268 322,124
13% Senior Subordinated Note due 2013 $ 392,709 01/03/06 353,942 391,620
Common Stock (B) 184,176 shs. 01/03/06 184,176 184,110
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 43,073 shs. 01/03/06 35,900 43,058
------------ ------------
892,286 940,912
------------ ------------
OLYMPIC SALES, INC.
A boat retailer in Washington state, Oregon, California and
British Columbia.
12% Senior Subordinated Note due 2008 $ 511,000 08/07/98 511,000 502,149
12% Senior Subordinated Note due 2008 $ 244,154 02/09/00 241,522 242,344
Limited Partnership Interest of Riverside VIII, VIII-A and
VIII-B Holding Company, L.P. 10.66% int. * 808,386 808,347
Warrants, exercisable until 2007 and 2008, to purchase
common stock at $.01 per share (B) 15,166 shs. ** 206,041 31,394
------------ ------------
1,766,949 1,584,234
------------ ------------
ONTARIO DRIVE & GEAR LTD.
A manufacturer of all-wheel drive, off-road amphibious
vehicles and related accessories.
13% Senior Subordinated Note due 2013 $ 1,047,115 01/17/06 952,242 1,068,058
Limited Liability Company Unit (B) 1,942 uts. 01/17/06 302,885 448,334
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 328 shs. 01/17/06 90,424 75,695
------------ ------------
1,345,551 1,592,087
------------ ------------
*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
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
OVERTON'S HOLDING COMPANY
A marketer of marine and water sports accessories in the
United States.
12% Senior Subordinated Note due 2014 $ 962,104 04/28/06 $ 903,830 $ 966,380
Common Stock (B) 50 shs. 04/28/06 50,000 59,916
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 49 shs. 04/28/06 44,322 59,077
------------ ------------
998,152 1,085,373
------------ ------------
P A S HOLDCO LLC
An independent provider of maintenance, repair and
overhaul services to the aerospace gas turbine engine and
airframe markets.
14% Senior Subordinated Note due 2014 $ 1,170,616 07/03/06 1,114,489 1,194,029
Preferred Unit (B) 202 uts. 07/03/06 202,320 226,598
Preferred Unit (B) 36 uts. 07/03/06 36,420 40,790
Common Unit Class I (B) 78 uts. 07/03/06 -- 170,939
Common Unit Class L (B) 17 uts. 07/03/06 -- 36,112
------------ ------------
1,353,229 1,668,468
------------ ------------
P I I HOLDING CORPORATION
A manufacturer of plastic film and bags for the general
industrial, medical, and food industries.
12% Senior Subordinated Note due 2013 $ 1,215,000 03/31/06 1,140,644 1,239,300
Preferred Stock (B) 19 shs. 03/31/06 174,492 187,187
Common Stock (B) 12 shs. 03/31/06 13,500 28,125
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 7 shs. 03/31/06 5,888 16,366
------------ ------------
1,334,524 1,470,978
------------ ------------
PACIFIC CONSOLIDATED HOLDINGS LLC
A manufacturer of rugged, mobile liquid and gaseous
oxygen and nitrogen generating systems used in the global
defense, oil & gas and medical sectors.
12% Senior Subordinated Note due 2012 $ 690,683 04/27/07 630,885 682,411
Limited Liability Company Unit (B) 928,962 uts. 04/27/07 33,477 31,771
------------ ------------
664,362 714,182
------------ ------------
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 1,091,451 1,122,697
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 1.28% int. 12/21/00 140,625 177,452
------------ ------------
1,232,076 1,300,149
------------ ------------
POSTLE ALUMINUM COMPANY LLC
A manufacturer and distributor of aluminum
extruded products.
12% Senior Subordinated Note due 2014 $ 1,080,000 10/02/06 1,002,696 1,101,890
Limited Liability Company Unit (B) 733 uts. 10/02/06 270,000 249,728
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 182 shs. 10/02/06 65,988 62,112
------------ ------------
1,338,684 1,413,730
------------ ------------
--------------------------------------------------------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
PROTEIN GENETICS, INC.
A producer of bovine artificial insemination products,
related breeding and healthcare products and specialty
genetics sold to the dairy and beef industries.
9.8% Redeemable Exchangeable Preferred Stock (B) 332 shs. 08/12/94 $ 33,217 $ --
Common Stock (B) 867 shs. * 42,365 --
------------ ------------
75,582 --
------------ ------------
QUALIS AUTOMOTIVE LLC
A distributor of aftermarket automotive brake and chassis
products.
12% Senior Subordinated Note due 2012 $ 937,500 05/28/04 803,129 933,355
Common Stock 187,500 shs. 05/28/04 187,500 64,525
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share 199,969 shs. 05/28/04 199,969 68,816
------------ ------------
1,190,598 1,066,696
------------ ------------
QUALSERV CORPORATION
A provider of foodservice equipment and supplies to major
restaurant chains and their franchisees.
14% Senior Subordinated Note due 2012 (D) $ 1,002,475 07/09/04 976,254 --
Limited Partnership Interest (B) 4.90% int. 07/09/04 137,195 --
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 280 shs. 07/09/04 25,973 --
------------ ------------
1,139,422 --
------------ ------------
R A J MANUFACTURING HOLDINGS LLC
A designer and manufacturer of women's swimwear sold
under a variety of licensed brand names.
12.5% Senior Subordinated Note due 2014 $ 1,200,277 12/15/06 1,106,663 1,236,285
Limited Liability Company Unit (B) 1,497 uts. 12/15/06 149,723 142,237
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 2 shs. 12/15/06 69,609 --
------------ ------------
1,325,995 1,378,522
------------ ------------
RADIAC ABRASIVES, INC.
A manufacturer of bonded abrasive and super abrasive
grinding wheels in the United States.
12% Senior Subordinated Note due 2014 $ 1,196,809 02/10/06 1,117,799 1,232,713
Common Stock (B) 153,191 shs. 02/10/06 153,191 173,443
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 69,647 shs. 02/10/06 63,421 78,854
------------ ------------
1,334,411 1,485,010
------------ ------------
RIVER RANCH FRESH FOODS LLC
A supplier of fresh produce to the retail and foodservice
channels.
13% Senior Subordinated Note due 2011 (D) $ 975,000 09/29/04 891,404 487,500
Limited Liability Company Unit (B) 248,916 uts. ** 377,417 --
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 12,481 shs. 09/29/04 83,596 --
------------ ------------
1,352,417 487,500
------------ ------------
*08/12/94 and 11/14/01.
**09/29/04, 06/04/07 and 06/14/07.
--------------------------------------------------------------------------------------------------------------------------------
18
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(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 $ 520,207 $ 571,777
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 74 shs. 11/14/03 65,089 90,959
------------ ------------
585,296 662,736
------------ ------------
SAFETY SPEED CUT MANUFACTURING COMPANY, INC.
A manufacturer of vertical panel saws and routers for the
wood working industry.
Class B Common Stock (B) 846 shs. 06/02/99 146,456 574,673
------------ ------------
SAVAGE SPORTS HOLDING, INC.
A manufacturer of sporting firearms.
12% Senior Subordinated Note due 2012 $ 814,655 09/10/04 769,461 830,948
Common Stock (B) 310 shs. 09/10/04 310,345 495,698
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 71 shs. 09/10/04 60,129 112,987
------------ ------------
1,139,935 1,439,633
------------ ------------
SMART SOURCE HOLDINGS LLC
A short-term computer rental company.
12% Senior Subordinated Note due 2015 $ 1,038,462 08/31/07 941,845 1,031,191
Limited Liability Company Unit (B) 312 uts. 08/31/07 311,538 295,963
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 76 shs. 08/31/07 76,154 1
------------ ------------
1,329,537 1,327,155
------------ ------------
SPECIALTY FOODS GROUP, INC.
A manufacturer and distributor of branded meat products.
Limited Partnership Interest of MHD Holdings LLC 0.76% int. 08/29/00 363,576 --
------------ ------------
STANTON CARPET HOLDING CO.
A designer and marketer of high and mid-priced decorative
carpets and rugs.
12.13% Senior Subordinated Note due 2014 $ 1,185,366 08/01/06 1,116,398 1,177,622
Common Stock (B) 165 shs. 08/01/06 164,634 171,115
Warrant, exercisable until 2014, to purchase
common stock at $.02 per share (B) 55 shs. 08/01/06 49,390 56,990
------------ ------------
1,330,422 1,405,727
------------ ------------
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.
Limited Liability Company Unit (B) 1.05% int. 08/20/03 33,462 7,465
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 45,942 shs. 08/21/03 10,249 10,249
------------ ------------
43,711 17,714
------------ ------------
--------------------------------------------------------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
TANGENT RAIL CORPORATION
A manufacturer of rail ties and provides specialty services
to the North American railroad industry.
13% Senior Subordinated Note due 2013 $ 1,173,909 10/14/05 $ 1,019,237 $ 1,197,387
Common Stock (B) 1,167 shs. 10/14/05 1,167 442,892
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 618 shs. 10/14/05 155,860 234,539
------------ ------------
1,176,264 1,874,818
------------ ------------
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.
8.61% Senior Secured Tranche B Note due 2012 (C) $ 828,594 * 825,377 820,990
10.5% Senior Secured Tranche B Note due 2012 (C) $ 43,053 * 43,053 42,658
12% Senior Subordinated Note due 2014 $ 664,062 ** 633,388 659,994
Limited Partnership Interest of
Saw Mill Capital Fund V, L.P. 2.30% int. 03/01/05 66,448 264,395
Warrant, exercisable until 2016, to purchase
common stock at $.01 per share (B) 41 shs. 04/28/06 34,627 66,092
------------ ------------
1,602,893 1,854,129
------------ ------------
TOTAL EQUIPMENT & SERVICE, INC.
A manufacturer of a wide variety of equipment used in the
oil and gas industry.
10.5% Senior Secured Term Note due 2013 $ 486,487 03/02/07 479,190 484,803
13% Senior Subordinated Note due 2014 $ 341,971 03/02/07 280,347 340,315
Common Stock (B) 71,542 shs. 03/02/07 71,542 67,965
Warrant, exercisable until 2014 to purchase
common stock at $.01 per share (B) 19,733 shs. 03/02/07 54,784 197
------------ ------------
885,863 893,280
------------ ------------
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 1,303,223 1,356,000
Common Stock (B) 315 shs. 02/04/98 315,000 152,849
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 222 shs. 02/05/98 184,416 107,722
------------ ------------
1,802,639 1,616,571
------------ ------------
TRANSTAR HOLDING COMPANY
A distributor of aftermarket automotive transmission parts.
12% Senior Subordinated Note due 2013 $ 918,000 08/31/05 883,268 943,507
Common Stock (B) 571 shs. *** 570,944 597,697
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 46 shs. 08/31/05 41,021 47,632
------------ ------------
1,495,233 1,588,836
------------ ------------
*04/28/06 and 12/21/06.
**04/28/06 and 09/13/06.
***08/31/05 and 04/30/07.
--------------------------------------------------------------------------------------------------------------------------------
20
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(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 $ 225,806 01/20/00 $ 225,806 $ 225,806
12% Senior Subordinated Note due 2010 $ 758,100 01/20/00 741,281 758,100
Common Stock (B) 129,960 shs. 01/20/00 129,960 607,459
Warrant, exercisable until 2010, to purchase
common stock at $1 per share (B) 148,911 shs. 01/20/00 56,316 696,040
------------ ------------
1,153,363 2,287,405
------------ ------------
TRUCK BODIES & EQUIPMENT INTERNATIONAL
A designer and manufacturer of accessories for heavy and
medium duty trucks, primarily dump bodies, hoists,
various forms of flat-bed bodies, landscape bodies and
other accessories.
12% Senior Subordinated Note due 2013 $ 1,222,698 * 1,146,901 1,213,775
Common Stock (B) 393 shs. * 423,985 713,399
Warrant, exercisable until 2013, to purchase
common stock at $.02 per share (B) 81 shs. * 84,650 147,329
------------ ------------
1,655,536 2,074,503
------------ ------------
TRUSTILE DOORS, INC.
A manufacturer and distributor of interior doors.
12.5% Senior Subordinated Note due 2010 $ 562,500 04/11/03 538,335 568,125
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 3,060 shs. 04/11/03 44,432 141,023
------------ ------------
582,767 709,148
------------ ------------
U-LINE CORPORATION
A manufacturer of high-end, built-in, undercounter ice
making, wine storage and refrigeration appliances.
12.5% Senior Subordinated Note due 2012 $ 996,500 04/30/04 915,956 998,227
Common Stock (B) 96 shs. 04/30/04 96,400 81,805
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 122 shs. 04/30/04 112,106 103,529
------------ ------------
1,124,462 1,183,561
------------ ------------
VICTORY VENTURES LLC
An acquirer of controlling or substantial interests in
other entities.
Series A Preferred Units 0.04% int. 12/02/96 236 --
------------ ------------
VISIONEERING, INC.
A designer and manufacturer of tooling and fixtures for the
aerospace industry.
10.5% Senior Secured Term Loan due 2013 $ 458,824 05/17/07 451,942 451,898
13% Senior Subordinated Note due 2014 $ 370,588 05/17/07 332,669 366,724
Common Stock (B) 70,588 shs. 05/17/07 70,588 67,059
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 20,003 shs. 05/17/07 31,460 200
------------ ------------
886,659 885,881
------------ ------------
*07/19/05 and 12/22/05.
--------------------------------------------------------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Shares, Units,
Warrants,
Ownership or Acquisition
CORPORATE RESTRICTED SECURITIES:(A)(Continued) Principal Amount Date Cost Fair Value
------------ -------- ------------ ------------
VITALITY FOODSERVICE, INC.
A non-carbonated beverage dispensing company focused
on the foodservice industry.
15% Senior Subordinated Note due 2011 $ 1,115,826 09/24/04 $ 1,035,543 $ 1,004,239
Common Stock (B) 14,006 shs. * 140,064 112,048
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 12,593 shs. 09/24/04 98,938 100,744
------------ ------------
1,274,545 1,217,031
------------ ------------
VITEX PACKAGING GROUP, INC.
A manufacturer of specialty packaging, primarily
envelopes and tags used on tea bags.
12.5% Senior Subordinated Note due 2012 $ 900,000 07/19/04 785,152 826,498
Limited Liability Company Unit Class A (B) 0.93% int. 07/19/04 219,375 --
Limited Liability Company Unit Class B (B) 0.41% int. 07/19/04 96,848 --
------------ ------------
1,101,375 826,498
------------ ------------
WALLS INDUSTRIES, INC.
A provider of branded workwear and sporting
goods apparel.
Limited Partnership Interest 0.20% int. 07/12/04 1,974 46,898
------------ ------------
WELLBORN FOREST HOLDING CO.
A manufacturer of semi-custom kitchen and bath cabinetry.
12.13% Senior Subordinated Note due 2014 $ 911,250 11/30/06 849,911 883,748
Common Stock (B) 101 shs. 11/30/06 101,250 91,125
Warrant, exercisable until 2014, to purchase
common stock at $.01 per share (B) 51 shs. 11/30/06 45,790 1
------------ ------------
996,951 974,874
------------ ------------
WORKPLACE MEDIA HOLDING CO.
A direct marketer specializing in providing advertisers with
access to consumers in the workplace.
13% Senior Subordinated Note due 2015 $ 613,692 05/14/07 558,258 613,109
Limited Partnership Interest (B) 61,308 uts. 05/14/07 61,308 58,243
Warrant, exercisable until 2015, to purchase
common stock at $.01 per share (B) 47 shs. 05/14/07 44,186 --
------------ ------------
663,752 671,352
------------ ------------
TOTAL PRIVATE PLACEMENT INVESTMENTS $ 95,502,099 $ 94,024,447
------------ ------------
*09/24/04 and 12/22/06.
--------------------------------------------------------------------------------------------------------------------------------
22
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Interest Due Principal
CORPORATE RESTRICTED SECURITIES(A)(Continued) Rate Date Amount Cost Fair Value
------- -------- ------------ ------------ ------------
RULE 144A SECURITIES - 5.72%: (A)
BONDS - 5.72%
Bombardier, Inc. 6.300% 05/01/14 $ 500,000 $ 440,315 $ 490,000
Bristow Group, Inc. 7.500 09/15/17 75,000 75,000 76,500
Charter Communications Op LLC 8.000 04/30/12 750,000 736,875 746,250
Community Health Systems, Inc. 8.875 07/15/15 475,000 464,037 488,063
Compucom Systems, Inc. 12.500 10/01/15 670,000 653,008 638,175
Douglas Dynamics LLC 7.750 01/15/12 325,000 326,406 292,500
Dynegy Holdings, Inc. 7.500 06/01/15 250,000 222,500 241,250
G F S I, Inc. (C) 11.500 06/01/11 375,000 340,343 390,000
H C A, Inc. 9.250 11/15/16 500,000 508,628 531,250
Intergen NV 9.000 06/30/17 375,000 371,959 393,750
Packaging Dynamics Corporation of America 10.000 05/01/16 1,200,000 1,199,382 1,206,000
Quebecor Media, Inc. 7.750 03/15/16 575,000 550,313 549,125
Steel Dynamics, Inc. 6.750 04/01/15 100,000 100,000 96,598
Tenaska Alabama Partners LP 7.000 06/30/21 174,401 174,401 175,187
Tesoro Petroleum Corporation 6.500 06/01/17 250,000 250,000 248,125
TRW Automotive, Inc. 7.250 03/15/17 500,000 440,000 487,500
Tunica-Biloxi Gaming Authority 9.000 11/15/15 540,000 556,675 535,950
------------ ------------
TOTAL BONDS $ 7,409,842 $ 7,586,223
------------ ------------
TOTAL RULE 144A SECURITIES 7,409,842 7,586,223
------------ ------------
TOTAL CORPORATE RESTRICTED SECURITIES $102,911,941 $101,610,670
------------ ------------
CORPORATE PUBLIC SECURITIES - 26.82%: (A) Market Value
------------
BONDS - 25.44%
Allied Waste NA 7.875 04/15/13 500,000 $ 513,389 $ 516,250
Appleton Papers, Inc. 8.125 06/15/11 250,000 250,000 246,875
Aramark Corporation 8.500 02/01/15 100,000 100,000 102,000
Aramark Corporation 8.856 02/01/15 100,000 100,000 101,000
Atlas Pipeline Partners 8.125 12/15/15 600,000 611,838 591,000
Basic Energy Services 7.125 04/15/16 625,000 610,043 607,813
Blockbuster, Inc. (C) 9.000 09/01/12 275,000 276,153 247,500
Cablevision Systems Corporation 8.000 04/15/12 500,000 506,052 485,000
Chesapeake Energy Corporation 7.000 08/15/14 650,000 672,367 654,063
Cincinnati Bell, Inc. 8.375 01/15/14 550,000 503,750 548,625
Clayton Williams Energy, Inc. 7.750 08/01/13 575,000 557,000 540,500
Del Monte Corporation 8.625 12/15/12 200,000 200,000 203,000
Dynegy Holdings, Inc. 8.375 05/01/16 665,000 676,083 668,325
Edison Mission Energy 7.750 06/15/16 35,000 35,000 36,225
El Paso Corporation 7.875 06/15/12 500,000 521,624 522,931
Electronic Data Systems Corporation 7.125 10/15/09 500,000 502,929 509,046
Esterline Technologies 7.750 06/15/13 175,000 175,000 177,625
Exco Resources, Inc. 7.250 01/15/11 500,000 488,750 497,500
Ford Motor Credit Co. 8.000 12/15/16 150,000 147,483 140,640
Ford Motor Credit Co. 7.375 10/28/09 750,000 748,125 735,418
Freeport-McMoran Copper & Gold 8.375 04/01/17 190,000 190,000 207,575
Gencorp, Inc. 9.500 08/15/13 130,000 130,000 135,525
General Motors Acceptance Corporation 6.875 08/28/12 750,000 686,250 703,488
General Motors Acceptance Corporation 5.850 01/14/09 750,000 741,600 734,063
---------------------------------------------------------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Interest Due Principal
CORPORATE PUBLIC SECURITIES(A)(Continued) Rate Date Amount Cost Market Value
------- -------- ------------ ------------ ------------
BONDS, CONTINUED
Goodyear Tire & Rubber Co. 7.857% 08/15/11 $ 350,000 $ 327,250 $ 355,250
Goodyear Tire & Rubber Co. 8.625 12/01/11 250,000 263,125 261,250
Goodyear Tire & Rubber Co. 9.000 07/01/15 64,000 65,247 68,320
GulfMark Offshore, Inc. 7.750 07/15/14 300,000 298,725 301,500
Idearc, Inc. 8.000 11/15/16 520,000 521,100 518,700
Inergy LP 8.250 03/01/16 75,000 75,000 77,438
Intelsat Bermuda Ltd 9.250 06/15/16 690,000 716,738 715,875
Interline Brands, Inc. 8.125 06/15/14 775,000 769,237 765,313
Iron Mountain, Inc. 8.750 07/15/18 500,000 515,030 520,000
Koppers, Inc. 9.875 10/15/13 170,000 170,000 179,775
Lazard Group 7.125 05/15/15 375,000 374,704 378,750
Lear Corporation 8.750 12/01/16 500,000 471,250 470,000
Leucadia National Corporation 7.000 08/15/13 350,000 355,389 336,000
Liberty Media Corporation 5.700 05/15/13 500,000 475,805 467,115
Mac-Gray Corporation 7.625 08/15/15 300,000 300,000 300,000
Majestic Star Casino LLC 9.500 10/15/10 250,000 250,000 240,000
Manitowoc Company, Inc. 7.125 11/01/13 100,000 100,000 99,500
Mariner Energy, Inc. 8.000 05/15/17 400,000 402,683 391,000
Markwest Energy Operating Co. 6.875 11/01/14 550,000 532,750 508,750
Mediacom Broadband LLC 8.500 10/15/15 750,000 766,117 751,875
Metaldyne Corporation (C) 10.000 11/01/13 340,000 341,731 323,000
N R G Energy, Inc. 7.375 02/01/16 600,000 598,750 601,500
N T L Cable PLC 9.125 08/15/16 790,000 813,544 819,625
Nalco Co. 7.750 11/15/11 250,000 250,000 255,000
Neiman Marcus Group, Inc. 10.375 10/15/15 600,000 600,000 654,000
Nextel Communications, Inc. 7.375 08/01/15 400,000 407,980 406,522
North American Energy Partners 8.750 12/01/11 200,000 200,000 202,000
NOVA Chemicals Corporation (C) 8.484 11/15/13 515,000 511,538 504,700
O E D Corp/Diamond Jo Company Guarantee 8.750 04/15/12 500,000 492,980 498,750
Offshore Logistics, Inc. 6.125 06/15/13 350,000 350,000 339,500
Pacific Energy Partners 7.125 06/15/14 250,000 251,713 256,355
Pacific Energy Partners 6.250 09/15/15 100,000 99,544 96,349
Petrohawk Energy Corporation 9.125 07/15/13 750,000 762,522 791,250
Pliant Corporation (C) 11.850 06/15/09 721,456 729,060 757,529
Quicksilver Resources, Inc. 7.125 04/01/16 600,000 583,125 591,000
R H Donnelley, Inc. 8.875 01/15/16 625,000 653,579 636,719
Rent-A-Center, Inc. 7.500 05/01/10 125,000 125,000 118,750
Rental Service Corporation 9.500 12/01/14 500,000 506,978 477,500
Rock-Tenn Co. 8.200 08/15/11 430,000 441,824 444,512
Rogers Wireless, Inc. 7.500 03/15/15 560,000 595,807 600,163
Sheridan Acquisition Corporation 10.250 08/15/11 225,000 222,001 226,968
Sierra Pacific Resources 6.750 08/15/17 330,000 331,496 324,637
Stewart & Stevenson LLC 10.000 07/15/14 750,000 771,008 761,250
Tekni-Plex, Inc. 12.750 06/15/10 500,000 483,500 345,000
Tenet Healthcare Corporation 6.375 12/01/11 250,000 241,250 218,750
Tenet Healthcare Corporation 9.875 07/01/14 350,000 341,859 320,250
Tenneco, Inc. 8.625 11/15/14 500,000 501,219 503,750
Texas Industries, Inc. 7.250 07/15/13 35,000 35,000 34,912
Titan International, Inc. 8.000 01/15/12 70,000 70,000 69,825
Transdigm, Inc. 7.750 07/15/14 150,000 151,415 151,500
Triton PCS, Inc. 8.500 06/01/13 500,000 500,000 523,125
Tube City IMS Corporation 9.750 02/01/15 1,000,000 992,327 977,500
Unisys Corporation 8.000 10/15/12 90,000 90,000 85,275
United Components, Inc. 9.375 06/15/13 535,000 536,062 543,025
United Rentals, Inc. 7.750 11/15/13 325,000 325,000 334,750
---------------------------------------------------------------------------------------------------------------------------------
24
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Sharess or
Interest Due Principal
CORPORATE PUBLIC SECURITIES(A)(Continued) Rate Date Amount Cost Market Value
------- -------- ------------ ------------ ------------
BONDS, CONTINUED
Universal City Florida (C) 10.106% 05/01/10 $ 100,000 $ 100,000 $ 101,000
Universal City Florida 8.375 05/01/10 100,000 100,000 100,750
Valassis Communications, Inc. 8.250 03/01/15 400,000 390,640 348,000
Vought Aircraft Industries 8.000 07/15/11 650,000 648,412 635,375
Warner Music Group Corporation 7.375 04/15/14 125,000 125,000 108,750
------------ ------------
TOTAL BONDS $ 33,965,450 $ 33,707,514
------------ ------------
COMMON STOCK - 1.19%
Distributed Energy Systems Corporation (B) 14,000 $ 177,078 $ 11,760
EnerNOC, Inc. (B) 23,500 648,410 897,230
ITC^DeltaCom, Inc. (B) 94,588 827,645 662,116
------------ ------------
TOTAL COMMON STOCK 1,653,133 1,571,106
------------ ------------
CONVERTIBLE BONDS - 0.19%
Citadel Broadcasting Corporation 1.875% 02/15/11 $ 300,000 $ 232,875 $ 257,250
------------ ------------
TOTAL CONVERTIBLE BONDS 232,875 257,250
------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 35,851,458 $ 35,535,870
------------ ------------
Interest Due Principal
SHORT-TERM SECURITIES: Rate/Yield* Date Amount Cost Market Value
------- -------- ------------ ------------ ------------
COMMERCIAL PAPER - 4.51%
Clorox Company 5.403% 10/02/07 $ 1,382,000 $ 1,381,378 $ 1,381,378
O G E Energy Corporation 5.355 10/03/07 1,689,000 1,687,996 1,687,996
Reed Elsevier, Inc. 5.304 10/01/07 2,908,000 2,907,144 2,907,144
------------ ------------
TOTAL SHORT-TERM SECURITIES $ 5,976,518 $ 5,976,518
------------ ------------
TOTAL INVESTMENTS 108.02% $144,739,917 $143,123,058
============ ------------
Other Assets 3.78 5,011,056
Liabilities (11.80) (15,640,252)
------ ------------
TOTAL NET ASSETS 100.00% $132,493,862
====== ============
(A) In each of the convertible note, warrant, and common stock investments, the issuer has agreed to provide certain registration
rights.
(B) Non-income producing security.
(C) Variable rate security; rate indicated is as of 09/30/07.
(D) Defaulted security; interest not accrued.
* Effective yield at purchase.
See Notes to Consolidated Financial Statements.
---------------------------------------------------------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS(CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION: Market Value Market Value
-------------- --------------
AEROSPACE - 4.28% CHEMICAL, PLASTICS & RUBBER -0.88%
Consolidated Foundries Holdings $ 2,016,255 Capital Specialty Plastics, Inc. $ 223,573
Esterline Technologies 177,625 Koppers, Inc. 179,775
Gencorp, Inc. 135,525 Nalco Co. 255,000
P A S Holdco LLC 1,668,468 NOVA Chemicals Corporation 504,700
Transdigm, Inc. 151,500 --------------
Visioneering, Inc. 885,881 1,163,048
Vought Aircraft Industries 635,375 --------------
-------------- CONSUMER PRODUCTS -8.42%
5,670,629 Aero Holdings, Inc. 1,781,267
-------------- Augusta Sportswear Holding Co. 1,725,428
AUTOMOBILE - 9.90% Bravo Sports Holding Corporation 1,364,512
Ford Motor Credit Co. 876,058 G F S I, Inc. 390,000
Fuel Systems Holding Corporation 1,318,055 K N B Holdings Corporation 1,386,508
General Motors Acceptance Corporation 1,437,551 Momentum Holding Co. 808,778
Goodyear Tire & Rubber Co. 684,820 R A J Manufacturing Holdings LLC 1,378,522
Jason, Inc. 1,076,436 Royal Baths Manufacturing Company 662,736
Lear Corporation 470,000 The Tranzonic Companies 1,616,571
LIH Investors, L.P. -- Walls Industries, Inc. 46,898
Metaldyne Corporation 323,000 --------------
Nyloncraft, Inc. 1,083,929 11,161,220
Ontario Drive & Gear Ltd. 1,592,087 --------------
Qualis Automotive LLC 1,066,696 CONTAINERS, PACKAGING & GLASS - 5.57%
Tenneco, Inc. 503,750 Flutes, Inc. 908,121
Titan International, Inc. 69,825 Maverick Acquisition Company 560,699
Transtar Holding Company 1,588,836 P I I Holding Corporation 1,470,978
TRW Automotive, Inc. 487,500 Packaging Dynamics Corporation of America 1,206,000
United Components, Inc. 543,025 Paradigm Packaging, Inc. 1,300,149
-------------- Pliant Corporation 757,529
13,121,568 Tekni-Plex, Inc. 345,000
-------------- Vitex Packaging Group, Inc. 826,498
BEVERAGE, DRUG & FOOD - 3.27% --------------
Aramark Corporation 203,000 7,374,974
Beta Brands Ltd. -- --------------
Del Monte Corporation 203,000 DISTRIBUTION - 3.67%
Eagle Pack Pet Foods, Inc. 877,667 Duncan Systems, Inc. 889,064
Nonni's Food Company 1,347,150 Kele and Associates, Inc. 1,204,478
River Ranch Fresh Foods LLC 487,500 Magnatech International, Inc. 1,196,675
Specialty Foods Group, Inc. -- O R S Nasco Holding, Inc. 1,570,730
Vitality Foodservice, Inc. 1,217,031 QualServ Corporation --
-------------- Strategic Equipment & Supply Corporation, Inc. --
4,335,348 --------------
-------------- 4,860,947
BROADCASTING & ENTERTAINMENT - 2.55% --------------
Cablevision Systems Corporation 485,000 DIVERSIFIED/CONGLOMERATE,
Charter Communications Op LLC 746,250 MANUFACTURING - 5.07%
Citadel Broadcasting Corporation 257,250 Arrow Tru-Line Holdings, Inc. 962,257
Liberty Media Corporation 467,115 Bombardier, Inc. 490,000
Mediacom Broadband LLC 751,875 Douglas Dynamics LLC 292,500
Workplace Media Holdings Co. 671,352 Evans Consoles, Inc. --
-------------- Postle Aluminum Company LLC 1,413,730
3,378,842 Radiac Abrasives, Inc. 1,485,010
-------------- Truck Bodies & Equipment International 2,074,503
BUILDINGS & REAL ESTATE - 1.56% --------------
K W P I Holdings Corporation 1,317,711 6,718,000
Texas Industries, Inc. 34,912 --------------
TruStile Doors, Inc. 709,148
--------------
2,061,771
--------------
------------------------------------------------------------------------------------------------------------------------------------
26
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION:(Cont.) Market Value Market Value
-------------- --------------
DIVERSIFIED/CONGLOMERATE, HOME & OFFICE FURNISHINGS,
SERVICE - 3.82% HOUSEWARES, AND DURABLE
Allied Waste NA $ 516,250 CONSUMER PRODUCTS - 6.53%
CapeSuccess LLC 2,512 Connor Sport Court International, Inc. $ 529,709
Diversco, Inc./DHI Holdings, Inc. -- H M Holding Company 1,066,284
Dwyer Group, Inc. 642,115 Home Decor Holding Company 1,251,381
Fowler Holding, Inc. 1,292,887 Justrite Manufacturing Acquisition Co. 968,046
Insurance Claims Management, Inc. -- Monessen Holding Corporation 1,276,214
Interline Brands, Inc. 765,313 Stanton Carpet Holding Co. 1,405,727
Iron Mountain, Inc. 520,000 U-Line Corporation 1,183,561
Mac-Gray Corporation 300,000 Wellborn Forest Holding Co. 974,874
Mail Communications Group, Inc. 663,455 --------------
Moss, Inc. 364,557 8,655,796
-------------- --------------
5,067,089 LEISURE, AMUSEMENT,
-------------- ENTERTAINMENT - 4.38%
ELECTRONICS - 2.02% Electra Bicycle Company, Inc. 890,087
Connecticut Electric, Inc. 1,375,301 Keepsake Quilting, Inc. 809,467
Directed Electronics, Inc. 778,520 Majestic Star Casino LLC 240,000
Distributed Energy Systems Corporation 11,760 O E D Corp/Diamond Jo Company Guarantee 498,750
Electronic Data Systems Corporation 509,046 Overton's Holding Company 1,085,373
-------------- Savage Sports Holding, Inc. 1,439,633
2,674,627 Tunica-Biloxi Gaming Authority 535,950
-------------- Universal City Florida 201,750
FARMING & AGRICULTURE - 0.00% Warner Music Group Corporation 108,750
Protein Genetics, Inc. -- --------------
-------------- 5,809,760
FINANCIAL SERVICES - 1.54% --------------
Highgate Capital LLC -- MACHINERY - 9.73%
Lazard Group 378,750 Davis-Standard LLC 1,353,282
Leucadia National Corporation 336,000 Integration Technology Systems, Inc. 237,251
Nesco Holdings Corporation 1,328,776 Manitowoc Company, Inc. 99,500
Victory Ventures LLC -- Maxon Corporation 2,934,023
-------------- Morton Industrial Group, Inc. 1,245,607
2,043,526 Navis Global 1,411,958
-------------- NetShape Technologies, Inc. 1,253,761
HEALTHCARE, EDUCATION Pacific Consolidated Holdings LLC 714,182
& CHILDCARE -4.09% Safety Speed Cut Manufacturing Company, Inc. 574,673
A T I Acquisition Company 1,170,122 Stewart & Stevenson LLC 761,250
American Hospice Management Holding LLC 1,251,150 Synventive Equity LLC 17,714
Community Health Systems, Inc. 488,063 Tronair, Inc. 2,287,405
F H S Holdings LLC 1,434,852 --------------
H C A, Inc. 531,250 12,890,606
Tenet Healthcare Corporation 539,000 --------------
-------------- MEDICAL DEVICES/BIOTECH - 2.66%
5,414,437 Coeur, Inc. 864,265
-------------- E X C Acquisition Corporation 90,588
MicroGroup, Inc. 1,631,216
OakRiver Technology, Inc. 940,912
--------------
3,526,981
--------------
MINING, STEEL, IRON
& NON PRECIOUS METALS - 0.97%
Freeport-McMoran Copper & Gold 207,575
Steel Dynamics, Inc. 96,598
Tube City IMS Corporation 977,500
--------------
1,281,673
--------------
------------------------------------------------------------------------------------------------------------------------------------
27
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT.) MASSMUTUAL PARTICIPATION INVESTORS
September 30, 2007
(Unaudited)
Fair Value/ Fair Value/
INDUSTRY CLASSIFICATION:(Cont.) Market Value Market Value
-------------- --------------
NATURAL RESOURCES - 0.52% TELECOMMUNICATIONS - 3.23%
Appleton Papers, Inc. $ 246,875 Cincinnati Bell, Inc. $ 548,625
Rock-Tenn Co. 444,512 Intelsat Bermuda Ltd 715,875
-------------- ITC^DeltaCom, Inc. 662,116
691,387 Nextel Communications, Inc. 406,522
-------------- N T L Cable PLC 819,625
OIL & GAS - 4.48% Rogers Wireless, Inc. 600,163
Atlas Pipeline Partners 591,000 Triton P C S, Inc. 523,125
Basic Energy Services 607,813 --------------
Bristow Group, Inc. 76,500 4,276,051
Chesapeake Energy Corporation 654,063 --------------
Clayton Williams Energy, Inc. 540,500 TRANSPORTATION - 1.81%
Exco Resources, Inc. 497,500 NABCO, Inc. 518,021
GulfMark Offshore, Inc. 301,500 Tangent Rail Corporation 1,874,818
Mariner Energy, Inc. 391,000 --------------
North American Energy Partners 202,000 2,392,839
OffshoreLogistics, Inc. 339,500 --------------
Quicksilver Resources, Inc. 591,000 UTILITIES - 3.54%
Tesoro Petroleum Corporation 248,125 Dynegy Holdings, Inc. 909,575
Total Equipment & Service, Inc. 893,280 Edison Mission Energy 36,225
-------------- El Paso Corporation 522,931
5,933,781 Inergy LP 77,438
-------------- Intergen NV 393,750
PHARMACEUTICALS - 1.09% Markwest Energy Operating Co. 508,750
CorePharma LLC 1,393,233 N R G Energy, Inc. 601,500
Enzymatic Therapy, Inc. 56,250 Pacific Energy Partners 352,704
-------------- Petrohawk Energy Corporation 791,250
1,449,483 Sierra Pacific Resources 324,637
-------------- Tenaska Alabama Partners LP 175,187
PUBLISHING/PRINTING - 1.72% --------------
Idearc, Inc. 518,700 4,693,947
Quebecor Media, Inc. 549,125 --------------
R H Donnelley, Inc. 636,719 WASTE MANAGEMENT / POLLUTION -
Sheridan Acquisition Corporation 226,968 1.40%
Valassis Communications, Inc. 348,000 Terra Renewal Services, Inc. 1,854,129
-------------- --------------
2,279,512 TOTAL CORPORATE RESTRICTED AND
-------------- PUBLIC SECURITIES - 103.51% $ 137,146,540
RETAIL STORES - 2.58% ==============
Blockbuster, Inc. 247,500
Neiman Marcus Group, Inc. 654,000
Olympic Sales, Inc. 1,584,234
Rent-A-Center, Inc. 118,750
Rental Service Corporation 477,500
United Rentals, Inc. 334,750
--------------
3,416,734
--------------
TECHNOLOGY - 2.23%
Compucom Systems, Inc. 638,175
EnerNOC, Inc. 897,230
Smart Source Holdings, Inc. 1,327,155
Unisys Corporation 85,275
--------------
2,947,835
--------------
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 ("Babson Capital"), a wholly-owned indirect subsidiary
of Massachusetts Mutual Life Insurance Company ("MassMutual"), acts as its
investment adviser. The Trust's investment objective is to 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 attached to such securities will be
subject to legal or contractual delays in, or restrictions on, resale and
will therefore be "restricted securities." Generally speaking, as contrasted
with open-market sales of unrestricted securities, which may be effected
immediately if the market is adequate, restricted securities can be sold only
in a public offering for which a registration statement is in effect under
the Securities Act of 1933, as amended (the "1933 Act") or pursuant to a
transaction that is exempt from registration under the 1933 Act.
The value of restricted securities, and of any other assets for which there
are no reliable market quotations, is the fair value as determined in good
faith by the Trust's Board of Trustees (the "Trustees"). Each restricted
security is valued by the Trustees 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 used thereafter for restricted
securities in appropriate circumstances. Among the factors ordinarily
considered are the existence of restrictions upon the sale of a security held
by the Trust; an estimate of the existence and 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 (the "1940
Act"). In making valuations, opinions of counsel may be relied upon as to
whether or not securities are restricted securities and as to the legal
requirements for public sale.
When market quotations are readily available for unrestricted securities of
an issuer, restricted securities of the same class are generally valued at a
discount from the market price of such unrestricted securities. The Trustees,
however, consider all factors in fixing any discount, including the filing of
a registration statement for such securities under the 1933 Act and any other
developments which are likely to increase the probability that the securities
may be publicly sold by the Trust without restriction.
The Trustees meet at least once in each quarter to approve the value of the
Trust's portfolio securities as of the close of business on the last business
day of the preceding quarter. This valuation requires the approval of a
majority of the Trustees of the
--------------------------------------------------------------------------------
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
Trust, including a majority of the Trustees who are not interested persons of
the Trust or of Babson Capital. In making valuations, the Trustees will
consider reports by Babson Capital analyzing each portfolio security in
accordance with the relevant factors referred to above. Babson Capital has
agreed to provide such reports to the Trust at least quarterly.
The consolidated financial statements include private placement restricted
securities valued at $94,024,447 (70.97% of net assets) as of September 30,
2007 whose values have been estimated by the Trustees in the absence of
readily ascertainable market values. Due to the inherent uncertainty of
valuation, those estimated values may differ significantly from the values
that would have been used had a ready market for the securities existed, and
the differences could be material.
The values for Rule 144A restricted securities and corporate public
securities are stated at the last reported sales price or at prices based
upon quotations obtained from brokers and dealers as of September 30, 2007,
subject to discount where appropriate, and are approved by the Trustees.
Short-term securities with more than sixty days to maturity are valued at
fair value and short-term securities having a maturity of sixty days or less
are valued at amortized cost, which approximates market value.
B. ACCOUNTING FOR INVESTMENTS:
Investment transactions are accounted for on the trade date. Dividend income
is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis, including the amortization of premiums and accretion of
discounts on bonds held using the yield-to-maturity method. The Trust does
not accrue income when payment is delinquent and when management believes
payment is questionable.
Realized gains and losses on investment transactions and unrealized
appreciation and depreciation of investments are reported for financial
statement and federal income tax purposes on the identified cost method.
C. USE OF ESTIMATES:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
D. FEDERAL INCOME TAXES:
The Trust has elected to be taxed as a "regulated investment company" under
the Internal Revenue Code, and intends to maintain this qualification and to
distribute substantially all of its net taxable income to its shareholders.
In any year when net long-term capital gains are realized by the Trust,
management, after evaluating the prevailing economic conditions, will
recommend that 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 nine months ended
September 30, 2007, the MMPI Subsidiary Trust has accrued income tax expense
of $177,298 on net realized gains and decreased deferred income tax expenses
on net unrealized gains by $384,226.
In, June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48, Accounting for Uncertainly in Income Taxes - an
interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 supplements FASB
109 by prescribing a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. The adoption of FIN 48 requires
financial statements to be adjusted to reflect only those tax positions that
are more likely than not to be sustained as of the adoption date. As of
September 30, 2007, the Trust has properly recorded all tax liabilities.
--------------------------------------------------------------------------------
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
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.
F. EXPENSE REDUCTION:
Citibank, N.A. ("Citibank") serves as custodian to the Trust. Pursuant to the
custodian agreement, Citibank receives a fee reduced by credits on cash
balances the Trust maintains with Citibank. All credit balances, if any, used
to reduce the Trust's custodian fees are reported as fees paid indirectly on
the Statement of Operations. For the nine months ended September 30, 2007,
there were no credit balances used to reduce custodian fees.
3. INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FEE
A. SERVICES:
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 represents the Trust in any negotiations with issuers, investment
banking firms, securities brokers or dealers and other institutions or
investors relating to the Trust's investments. Under the Contract, Babson
Capital also provides administration of the day-to-day operations of the
Trust and provides the Trust with office space and office equipment,
accounting and bookkeeping services, and necessary executive, clerical and
secretarial personnel for the performance of the foregoing services.
B. FEE:
For its services under the Contract, Babson Capital is paid a quarterly
investment advisory fee 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 nine months
ended September 30, 2007, the Trust incurred total interest expense on the
Note of $522,000.
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 Note proposed to be redeemed.
B. REVOLVING CREDIT AGREEMENT:
The Trust entered into a $15,000,000 Revolving Credit Agreement with Bank of
America N.A. (successor in interest to Fleet National Bank) (the "Agent
Bank") dated May 29, 1997, which had a stated maturity date of May 31, 2004,
(the maturity date was later extended to May 31, 2007 pursuant to the First
Amended and Restated Revolving Credit Agreement). On May 31, 2007, the
maturity date of this loan was extended to May 30, 2008, and its terms were
amended and restated pursuant to the First Amendment to the First Amended and
Restated Revolving Credit Agreement (the "Revolver"), 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
Eurodollar Base 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 Eurodollar Base Rate Loans equals .35% plus the British Bankers
Association LIBOR rate, divided by 1 minus the Eurodollar Reserve Percentage.
The Trust also incurs expense on the undrawn portion of the total Revolver at
the amended rate of .10% per annum.
As of September 30, 2007, there were no outstanding loans against the
Revolver. For the nine months ended September 30, 2007, the Trust incurred
expense on the Revolver of $20,695 related to the undrawn portion.
--------------------------------------------------------------------------------
31
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
5. PURCHASES AND SALES OF INVESTMENTS
FOR THE NINE MONTHS
ENDED 9/30/2007
COST OF PROCEEDS FROM
INVESTMENTS SALES OR
ACQUIRED MATURITIES
----------- -----------
Corporate restricted securities $20,226,850 $16,860,470
Corporate public securities 9,579,398 11,476,758
The aggregate cost of investments is substantially the same for financial
reporting and federal income tax purposes as of September 30, 2007. The net
unrealized depreciation of investments for financial reporting and federal
tax purposes as of September 30, 2007 is $1,616,859 and consists of
$13,352,620 appreciation and $14,969,479 depreciation.
6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS
March 31, 2007
Amount Per Share
----------- -----------
Investment income $ 3,065,532
Net investment income 2,439,056 $ 0.25
Net realized and unrealized
gain on investments
(net of taxes) 663,578 0.07
June 30, 2007
Amount Per Share
----------- -----------
Investment income $ 3,689,385
Net investment income 3,111,679 $ 0.32
Net realized and unrealized
loss on investments
(net of taxes) (698,739) (0.07)
September 30, 2007
Amount Per Share
----------- -----------
Investment income $ 4,378,106
Net investment income 3,768,181 $ 0.38
Net realized and unrealized
gain on investments
(net of taxes) 786,409 0.08
7. NEW ACCOUNTING PRONOUNCEMENTS
In September 2006, FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value Measurements ("FAS 157"). FAS 157 establishes a single
authoritative definition of fair value, establishes a framework for measuring
fair value and expands disclosures about fair value measurements. FAS 157
applies to fair value measurements already required or permitted by existing
standards. The change to current generally accepted accounting principles
from the application of FAS 157 relates to the definition of fair value, the
methods used to measure fair value, and the expanded disclosures about fair
value measurements. Management of the Trust does not believe the adoption of
FAS 157 will materially impact the financial statement amounts, however,
additional disclosures may be required about the inputs used to develop the
measurements and the effect of certain of the measurements on changes in net
assets for the period. FAS 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007 and interim periods within
those fiscal years.
--------------------------------------------------------------------------------
32
TRUSTEES OFFICERS
William J. Barrett Roger W. Crandall Chairman
Donald E. Benson* Clifford M. Noreen President
Michael H. Brown James M. Roy Vice President &
Chief Financial Officer
Roger W. Crandall
Rodney J. Dillman Vice President &
Donald Glickman Secretary &
Chief Legal Officer
Martin T. Hart*
Jill A. Fields Vice President
Robert E. Joyal
Michael P. Hermsen Vice President
Corine T. Norgaard*
Mary Wilson Kibbe Vice President
Maleyne M. Syracuse
Michael L. Klofas Vice President
Richard E. Spencer, II Vice President
* MEMBER OF THE AUDIT Ronald S. Talaia Treasurer
COMMITTEE
John T. Davitt, Jr. Comptroller
Melissa M. LaGrant Chief Compliance Officer
--------------------------------------------------------------------------------
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. Cash
contributions must be received by the Transfer Agent at least five days (but no
more then 30 days) before the payment date of a dividend or distributions.
Whenever the Trust declares a dividend payable in cash or shares, the Transfer
Agent, acting on behalf of each participating shareholder, will take the
dividend in shares only if the net asset value is lower than the market price
plus an estimated brokerage commission as of the close of business on the
valuation day. The valuation day is the last day preceding the day of dividend
payment. When the dividend is to be taken in shares, the number of shares to be
received is determined by dividing the cash dividend by the net asset value as
of the close of business on the valuation date or, if greater than net asset
value, 95% of the closing share price. If the net asset value of the shares is
higher than the market value plus an estimated commission, the Transfer Agent,
consistent with obtaining the best price and execution, will buy shares on the
open market at current prices promptly after the dividend payment date.
The reinvestment of dividends does not, in any way, relieve participating
shareholders of any federal, state or local tax. For federal income tax
purposes, the amount reportable in respect of a dividend received in
newly-issued shares of the Trust will be the fair market value of the shares
received, which will be reportable as ordinary income and/or capital gains.
As compensation for its services, the Transfer Agent receives a fee of 5% of any
dividend and cash contribution (in no event in excess of $2.50 per distribution
per shareholder.)
Any questions regarding the Plan should be addressed to Shareholder Financial
Services, Inc., Agent for MassMutual Participation Investors' Dividend
Reinvestment and Cash Purchase Plan, P.O. Box 173673, Denver CO 80217-3673.
MassMutual
Participation Investors
DB1040 1107