UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-5531
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MassMutual Participation Investors
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
1500 Main Street, Suite 1100, Springfield, MA 01115
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(Address of principal executive offices) (Zip code)
Stephen L. Kuhn, Vice President and Secretary
1500 Main Street, Suite 2800, Springfield, MA 01115
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(Name and address of agent for service)
Registrant's telephone number, including area code: 413-226-1000
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Date of fiscal year end: 12/31
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Date of reporting period: 06/30/03
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Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. REPORT TO STOCKHOLDERS.
Attached hereto is the semi-annual shareholder report transmitted to
shareholders pursuant to Rule 30e-1 of the Investment Company Act of
1940, as amended.
MassMutual
PARTICIPATION
INVESTORS
REPORT for the SIX
MONTHS ENDED 6/30/03
MASSMUTUAL PARTICIPATION INVESTORS ADVISER
c/o David L. Babson & Company Inc. David L. Babson & Company Inc.,
1500 Main Street, Suite 1100 a member of the MassMutual
Springfield, Massachusetts 01115 Financial Group
(413) 226-1516
AUDITOR
Deloitte & Touche, LLP
New York, New York 10281
CUSTODIAN
Citibank, N.A.
New York, New York 10043
TRANSFER AGENT & REGISTRAR
Shareholder Financial Services, Inc.
P.O. Box 173673
Denver, Colorado 80217-3673
1-800-647-7374
Internet website: www.massmutual.com/mpv
INVESTMENT OBJECTIVE AND POLICY
MassMutual Participation Investors (the "Trust"), a closed-end investment
company, was offered to the public in October 1988 and its shares are listed on
the New York Stock Exchange. The share price of Participation Investors can be
found in the financial section of most newspapers as "MassPrt" or "MassMuPrt"
under the New York Stock Exchange listings. The Trust's New York Stock Exchange
trading symbol is "MPV".
The investment objective of the Trust is to maximize total return by providing a
high level of current income, the potential for growth of income, and capital
appreciation. The Trust's principal investments are privately placed,
below-investment grade, long-term corporate debt obligations purchased directly
from their issuers, which tend to be smaller companies. At least half of these
investments normally include equity features such as warrants, conversion
rights, or other equity features that provide the Trust with the opportunity to
realize capital gains. The Trust will also invest in publicly traded debt
securities (including high yield securities), again with an emphasis on those
with equity features, and in convertible preferred stocks and, subject to
certain limitations, readily marketable equity securities. In addition, the
Trust may temporarily invest in high quality, readily marketable securities.
David L. Babson & Company Inc. manages the Trust on a total return basis. The
Trust distributes substantially all of its net income to shareholders each year.
Accordingly, the Trust pays dividends to shareholders quarterly in January, May,
August, and November. All registered shareholders are automatically enrolled in
the Dividend Reinvestment and Cash Purchase Plan unless cash distributions are
requested.
TO OUR SHAREHOLDERS
July 31, 2003
We are pleased to present the June 30, 2003 Quarterly Report of MassMutual
Participation Investors (the "Trust"). The Trust's Board of Trustees declared a
quarterly dividend of 20 cents per share, payable on August 14, 2003 to
shareholders of record on July 31, 2003. A dividend of 20 cents per share was
paid in the previous quarter.
The capital markets, as measured by selected equity market indices, posted
strong returns for the period. During the quarter, the Dow Jones Industrial
Average increased 13.13%, the Russell 2000 Index increased 23.42% and the
Standard & Poor's Industrials Composite increased 14.43%. Similarly, the fixed
income markets increased during the quarter. The Lehman Brothers
Government/Credit Index increased 3.52%, the Lehman Brothers Intermediate U.S.
Credit Index increased 4.02% and the Lehman Brothers U.S. Corporate High Yield
Index increased 10.11% for the quarter.
For the quarter ended June 30, 2003, the Trust earned 18 cents per share
compared to 20 cents per share in the previous quarter. The Trust's net assets
as of June 30th totaled $90,613,373 or $9.48 per share compared to $88,170,833
or $9.24 per share on March 31, 2003. This translated into portfolio returns of
4.84% for the quarter and 7.93% for the 1- year period ending June 30, 2003,
based on change in net assets assuming the reinvestment of all dividends and
distributions. Long term, the Trust's portfolio had average annualized returns
of 4.39%, 6.98%, and 11.86% for the 3-, 5- and 10- year time periods ended June
30, 2003, respectively, again based on change in net assets assuming the
reinvestment of all dividends and distributions.
The Trust closed three new private placement transactions during the second
quarter of 2003, totaling approximately $2.4 million. The Trust purchased
securities of Coeur, Inc., MedAssist Inc. and TruStile Doors Inc. The weighted
average coupon of these investments was 11.30%. (A brief description of these
investments can be found in the Schedule of Investments.)
Thank you for your continued interest in and support of MassMutual Participation
Investors.
Sincerely,
/s/ Roger W. Crandall
Roger W. Crandall
President
Jobs and Growth Tax Relief Reconciliation Act of 2003
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In May, President Bush signed the Jobs and Growth Tax Relief Reconciliation Act
of 2003 (the "Act"). The Act amends the tax code so that qualified dividend
income is taxed at a rate of 15% for individuals in the top four tax brackets
and 5% for individuals in the lowest two tax brackets. Due to the fact that the
Trust primarily invests in interest bearing securities that do not distribute
qualifying dividend income, the Trust estimates that only a small portion of the
dividends paid by the Trust to its shareholders will qualify for these lower tax
rates. This information is not intended to be investment or financial planning
advice and should not be considered as such. We recommend that you consult your
investment or tax advisor for details about how the Act applies to your
financial plan.
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1
CONSOLIDATED STATEMENT OF MASSMUTUAL PARTICIPATION INVESTORS
ASSETS AND LIABILITIES
June 30, 2003
(Unaudited)
ASSETS:
Investments
(See Consolidated Schedule of Investments)
Corporate restricted securities at fair value
(Cost -- $113,231,976) $ 96,634,702
Corporate public securities at market value
(Cost -- $12,680,503) 9,708,261
Short-term securities at cost plus earned
discount which approximates market value 4,929,682
------------
111,272,645
Cash 77,119
Interest and dividends receivable, net 2,290,411
Receivable for investments sold 2,878,633
Other assets 12,650
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TOTAL ASSETS $116,531,458
============
LIABILITIES:
Payable for investments purchased $ 3,085,000
Management fee payable 204,183
Note payable 12,000,000
Revolving Credit Agreement 10,500,000
Interest payable 103,972
Accrued expenses 24,930
------------
TOTAL LIABILITIES 25,918,085
------------
NET ASSETS:
Common shares, par value $.01 per share; an
unlimited number authorized 95,570
Additional paid-in capital 88,438,237
Retained net realized gain on investments,
prior years 19,858,001
Undistributed net investment income 2,379,306
Undistributed net realized loss on investments (588,225)
Net unrealized depreciation of investments (19,569,516)
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TOTAL NET ASSETS 90,613,373
------------
TOTAL LIABILITIES AND NET ASSETS $116,531,458
============
COMMON SHARES ISSUED AND OUTSTANDING 9,556,965
============
NET ASSET VALUE PER SHARE $ 9.48
============
See Notes to Consolidated Financial Statements.
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2
CONSOLIDATED STATEMENT OF OPERATIONS MASSMUTUAL PARTICIPATION INVESTORS
For the six months ended June 30, 2003
(Unaudited)
INVESTMENT INCOME:
Interest $ 4,630,409
Dividends 78,980
------------
TOTAL INVESTMENT INCOME 4,709,389
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EXPENSES:
Management fees 402,711
Trustees' fees and expenses 51,458
Transfer agent/registrar's expenses 12,800
Interest 442,116
Reports to shareholders 62,000
Audit and legal 74,000
Other 41,051
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TOTAL EXPENSES 1,086,136
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NET INVESTMENT INCOME ($0.38 PER SHARE) 3,623,253
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NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments 1,450,531
Net change in unrealized depreciation of investments 3,531,128
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NET GAIN ON INVESTMENTS 4,981,659
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NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 8,604,912
============
See Notes to Consolidated Financial Statements.
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3
CONSOLIDATED STATEMENT OF CASH FLOWS MASSMUTUAL PARTICIPATION INVESTORS
For the six months ended June 30, 2003
(Unaudited)
NET DECREASE IN CASH:
Cash flows from operating activities:
Interest and dividends received $ 3,971,116
Interest expense paid (446,599)
Operating expenses paid (633,637)
------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,890,880
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Cash flows from investing activities:
Purchases/Proceeds/Maturities from short-term
portfolio securities, net 2,882,294
Purchases of portfolio securities (28,378,858)
Proceeds from disposition of portfolio securities 25,584,772
------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 88,208
------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES 2,979,088
------------
Cash flows from financing activities:
Increase in receipts for shares issued on
reinvestment of dividends 329,724
Cash dividends paid from net investment income (3,812,137)
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NET CASH USED FOR FINANCING ACTIVITIES (3,482,413)
------------
NET DECREASE IN CASH (503,325)
Cash -- beginning of year 580,444
------------
Cash -- end of period $ 77,119
============
RECONCILIATION OF NET INCREASE IN NET ASSETS TO NET
CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES:
Net increase in net assets resulting from operations $ 8,604,912
------------
Increase in investments (6,061,300)
Increase in interest and dividends receivable, net (400,681)
Increase in receivable for investments sold (2,242,093)
Increase in other assets (12,650)
Increase in payable for investments purchased 3,085,000
Increase in management fee payable 15,688
Decrease in interest payable (4,483)
Decrease in accrued expenses (5,305)
------------
TOTAL ADJUSTMENTS TO NET ASSETS FROM OPERATIONS (5,625,824)
------------
NET CASH PROVIDED BY OPERATING AND INVESTING ACTIVITIES $ 2,979,088
============
See Notes to Consolidated Financial Statements.
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4
CONSOLIDATED STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
OF CHANGES IN NET ASSETS
For the six months ended June 30, 2003 and the year ended December 31, 2002
For the six
months ended For the
6/30/2003 year ended
(Unaudited) 12/31/2002
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INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment income $ 3,623,253 $ 8,256,816
Net realized gain (loss) on investments 1,450,531 (1,621,036)
Net change in unrealized depreciation of investments 3,531,128 (1,701,975)
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Net increase in net assets resulting from operations 8,604,912 4,933,805
Net increase in shares of beneficial interest transactions 329,724 723,915
Dividends to shareholders from:
Net investment income (2003-$0.20 per share; 2002-$0.86 per share) (1,907,926) (8,163,310)
------------ ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS 7,026,710 (2,505,590)
NET ASSETS, BEGINNING OF YEAR 83,586,663 86,092,253
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NET ASSETS, END OF PERIOD/YEAR (INCLUDING UNDISTRIBUTED NET
INVESTMENT INCOME IN 2003 -- $2,379,306; 2002 -- $663,979) $ 90,613,373 $ 83,586,663
============ ============
See Notes to Consolidated Financial Statements.
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5
CONSOLIDATED SELECTED FINANCIAL HIGHLIGHTS MASSMUTUAL PARTICIPATION INVESTORS
Selected data for each share of beneficial interest outstanding:
For the
six months
ended For the years ended December 31,
6/30/03 ----------------------------------------------------------------------
(Unaudited) 2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
Beginning of year $ 8.78 $ 9.12 $ 9.75 $ 10.40 $ 11.33 $ 11.52
---------- ---------- ---------- ---------- ---------- ----------
Net investment income 0.38 0.87 0.93 1.00 0.97 0.97
Net realized and unrealized
gain (loss) on investments 0.52 (0.35) (0.61) (0.14) (0.53) (0.02)
---------- ---------- ---------- ---------- ---------- ----------
Total from investment operations 0.90 0.52 0.32 0.86 0.44 0.95
---------- ---------- ---------- ---------- ---------- ----------
Dividends from net investment
income to common shareholders (0.20) (0.86) (0.96) (0.96) (0.96) (0.96)
Distributions from net realized
gain on investments to
common shareholders -- -- -- (0.55) (0.41) (0.18)
Change from issuance of shares -- -- 0.01 -- -- --
---------- ---------- ---------- ---------- ---------- ----------
Total distributions (0.20) (0.86) (0.95) (1.51) (1.37) (1.14)
---------- ---------- ---------- ---------- ---------- ----------
Net asset value:
End of period/year $ 9.48 $ 8.78 $ 9.12 $ 9.75 $ 10.40 $ 11.33
---------- ---------- ---------- ---------- ---------- ----------
Per share market value:
End of period/year $ 10.36 $ 9.40 $ 9.10 $ 10.94 $ 10.25 $ 12.00
========== ========== ========== ========== ========== ==========
Total investment return
Market value 12.62%* 12.58% (8.02)% 22.91% (2.30)% 15.82%
Net asset value 10.33%* 5.70% 3.41% 8.11% 4.77% 10.91%
Net assets (in millions):
End of period/year $ 90.61 $ 83.59 $ 86.09 $ 90.95 $ 97.01 $ 105.20
Ratio of operating expenses to
average net assets 0.74%* 1.27% 1.22% 1.28% 1.25% 1.16%
Ratio of interest expense to average
net assets 0.51%* 1.08% 1.47% 1.54% 1.38% 1.35%
Ratio of total expenses to average
net assets 1.25%* 2.35% 2.69% 2.82% 2.63% 2.51%
Ratio of net investment income
to average net assets 4.16%* 9.42% 9.70% 9.20% 8.70% 8.16%
Portfolio turnover 27.76%* 35.32% 21.58% 55.97% 66.17% 54.53%
* Percentages represent results for the period and are not annualized.
See Notes to Consolidated Financial Statements.
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6
CONSOLIDATED SCHEDULE OF INVESTMENTS MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES - 106.65% (A) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
PRIVATE PLACEMENT INVESTMENTS - 94.04%
ADORN, INC.
A manufacturer of wall panels, cabinets, moldings and
countertops for houses and recreational vehicles.
12.5% Subordinated Note due 2010 $ 1,125,000 2/29/00 $ 998,911 $ 1,147,500
Warrant, exercisable until 2010, to purchase
common stock at $.02 per share (B) 192 shs. 2/29/00 162,931 100,367
------------ ------------
1,161,842 1,247,867
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ADVENTURE ENTERTAINMENT CORPORATION
An owner and operator of themed family entertainment
centers.
19% Senior Subordinated Note due 2004 (B) $ 103,524 12/9/99 103,524 1,035
------------ ------------
ALPHA SHIRT COMPANY
A domestic distributor of imprintable apparel and other
related items.
12% Senior Subordinated Note due 2007 $ 1,684,300 4/30/99 1,537,906 1,684,300
Common Stock (B) 561 shs. 4/30/99 561,150 1,315,354
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 305 shs. 4/30/99 235,802 715,279
------------ ------------
2,334,858 3,714,933
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AMERICA'S BODY COMPANY, INC.
A designer and manufacturer of commercial work vehicles.
12% Senior Subordinated Note due 2007 (B) $ 1,750,000 11/2/98 1,590,605 1,050,000
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 29 shs. 11/2/98 256,667 --
------------ ------------
1,847,272 1,050,000
------------ ------------
AMES TRUE TEMPER GROUP
A manufacturer and distributor of non-powered lawn and
garden tools and accessories in North America.
13% Senior Subordinated Note due 2010 $ 1,000,000 1/14/02 997,343 1,055,000
10% Preferred Stock 85 shs. * 85,286 88,798
Class A Common Stock (B) 1,114 shs. 2/28/02 1,114 892
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 2,657 shs. 1/14/02 2,657 27
------------ ------------
1,086,400 1,144,717
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BEACON MEDICAL PRODUCTS, INC.
A designer, manufacturer and marketer of medical air and
gas distribution systems.
Senior Secured Floating Rate Revolving Credit
Facility due 2007 $ 35,913 4/9/02 35,913 35,623
Senior Secured Tranche A Floating Rate Note due 2008 $ 581,172 4/9/02 581,172 577,889
12% Senior Secured Note due 2010 $ 412,112 4/9/02 345,450 430,946
Limited Partnership Interest of Riverside
Capital Appreciation Fund IV, L.P. (B) 1.31% int. 4/9/02 87,045 69,636
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 794 shs. 4/9/02 72,856 8
------------ ------------
1,122,436 1,114,102
------------ ------------
* 2/28/02 and 11/15/02.
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7
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
BETA BRANDS, INC. -- T.S.E.
A manufacturer of hard candy and chocolate-coated
products sold primarily to the Canadian market.
Secured Floating Rate Note due 2010 (B) $ 1,733,701 5/2/03 $ 260,055 $ 260,055
Limited Partnership Interest of
CM Equity Partners (B) 3.13% int. 12/22/97 416,215 --
Common Stock (B) 460,000 shs. 5/2/03 460 --
------------ ------------
676,730 260,055
------------ ------------
BETTER MINERALS & AGGREGATES
A producer of high grade industrial and specialty silica
sands.
14% Redeemable Preferred Stock 499 shs. 9/30/99 272,912 54,525
Convertible Preferred Stock Series A and B, convertible
into common stock at $9.26 per share (B) 62,997 shs. 12/19/96 583,300 --
Common Stock (B) 10,013 shs. 9/30/99 399,505 --
Warrants, exercisable until 2005 and 2010, to
purchase common stock at $.01 per share (B) 5,700 shs. * 64,247 --
------------ ------------
1,319,964 54,525
------------ ------------
C & M CONVEYOR, INC.
A manufacturer and supplier of material handling systems
to the corrugated sheet and container industry.
9.5% Senior Secured Term Note due 2007 $ 704,819 9/13/02 704,819 711,713
11% Senior Subordinated Note due 2010 $ 478,916 9/13/02 447,548 487,245
Common Stock (B) 180,723 shs. 9/13/02 180,723 144,578
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 78,386 shs. 9/13/02 34,428 784
------------ ------------
1,367,518 1,344,320
------------ ------------
CAINS FOODS, L.P.
A producer of mayonnaise and sauce products for both the
retail and food service markets.
8% Junior Subordinated Convertible
Note due 2004, convertible into
partnership points at $1,388.89 per point $ 54,054 9/29/95 54,054 56,795
Warrant, exercisable until 2006, to purchase
partnership points at $.01 per point (B) 19 pts. 9/29/95 25,130 --
------------ ------------
79,184 56,795
------------ ------------
CAPESUCCESS LLC
A provider of diversified staffing services.
Preferred Membership Interests (B) 806 int. 4/29/00 3,598 180
Common Membership Interests (B) 10,421 int. 4/29/00 46,706 2,332
------------ ------------
50,304 2,512
------------ ------------
CAPITOL SPECIALTY PLASTICS, INC.
A producer of desiccant strips used for packaging
pharmaceuticals products.
Common Stock (B) 55 shs. ** 252 201
------------ ------------
*12/19/96 and 9/30/99.
**12/30/97 and 5/29/99.
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8
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
COEUR, INC.
A producer of proprietary, disposable power injection
syringes.
8.75% Senior Secured Term Note due 2010 $ 326,087 4/30/03 $ 326,087 $ 332,048
11.5% Senior Subordinated Note due 2011 $ 242,754 4/30/03 219,724 248,806
Common Stock (B) 72,463 shs. 4/30/03 72,463 65,217
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 50,099 shs. 4/30/03 23,317 501
------------ ------------
641,591 646,572
------------ ------------
COINING CORPORATION OF AMERICA LLC
A manufacturer of close tolerance parts and metal stampings.
Senior Secured Floating Rate Revolving Credit
Facility due 2006 $ 43,210 1/7/02 43,210 42,361
Senior Secured Floating Rate Tranche A Note
due 2007 $ 691,358 6/26/01 691,358 673,723
12% Senior Secured Tranche B Note due 2008 $ 370,370 6/26/01 333,711 385,185
Limited Partnership Interest (B) 185 shs. 6/26/01 185,185 148,148
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 61,163 shs. 6/26/01 45,370 612
------------ ------------
1,298,834 1,250,029
------------ ------------
COLIBRI HOLDINGS CORPORATION
A manufacturer and distributor of wild bird feeders and
accessories.
12.5% Senior Subordinated Note due 2008 $ 843,750 9/22/00 733,455 857,714
28% Preferred Stock 38 shs. 11/2/01 37,500 38,021
Common Stock (B) 756 shs. 9/22/00 281,250 253,124
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 446 shs. 9/22/00 140,625 4
------------ ------------
1,192,830 1,148,863
------------ ------------
CONSUMER PRODUCT ENTERPRISES, INC.
A manufacturer of colored acrylic felt for consumer use.
Senior Secured Floating Rate Revolving Credit
Note due 2003 (B) $ 230,700 12/8/95 230,700 138,420
10.75% Senior Secured Term Note due 2003 (B) $ 306,887 12/8/95 306,887 184,132
Senior Secured Floating Rate Term Note due 2003 (B) $ 155,722 12/8/95 155,722 93,434
12% Senior Subordinated Note due 2005 (B) $ 400,287 12/8/95 378,229 --
Common Stock (B) 92,280 shs. 12/8/95 92,280 --
Warrant, exercisable until 2005, to purchase
common stock at $.01 per share (B) 69,210 shs. 12/8/95 25,426 --
------------ ------------
1,189,244 415,986
------------ ------------
CORVEST GROUP, INC.
A manufacturer and distributor of promotional products.
12% Senior Subordinated Note due 2007 $ 2,045,455 * 1,951,572 1,877,009
Common Stock (B) 30 shs. * 51,136 30,683
Limited Partnership Interest (B) 10.23% int. * 151,286 91,091
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 97 shs. * 157,343 100,241
------------ ------------
2,311,337 2,099,024
------------ ------------
*3/5/99 and 3/24/99.
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9
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
DELSTAR HOLDINGS CORPORATION
A manufacturer of plastic netting for a wide variety of
industries.
Convertible Preferred Stock, convertible into common
stock at $12.16 per share (B) 1,758 shs. 10/5/01 $ 213,691 $ 4,799
------------ ------------
DEXTER MAGNETICS TECHNOLOGIES, INC.
A designer, fabricator, assembler and distributor of
industrial magnets and subassemblies in North America
and Europe.
12% Senior Subordinated Note due 2006 $ 652,174 7/19/01 574,013 635,219
Common Stock (B) 310 shs. 7/19/01 309,783 216,846
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 157 shs. 7/19/01 132,677 2
------------ ------------
1,016,473 852,067
------------ ------------
DHD HEALTHCARE, INC.
A designer, manufacturer, and distributor of plastic, noninvasive
medical devices used for respiratory care.
Senior Secured Floating Rate Tranche A Note due 2008 $ 616,406 2/8/01 616,406 607,099
12% Senior Secured Tranche B Note due 2009 $ 257,812 2/8/01 220,982 253,430
Limited Partnership Interest of Riverside Capital
Appreciation Fund III, L.P. (B) 1.56% int. 2/8/01 93,656 134,865
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 530 shs. 2/8/01 46,875 89,018
------------ ------------
977,919 1,084,412
------------ ------------
DIRECTED ELECTRONICS, INC.
A designer and distributor of brand name automotive
security systems, audio products and installation
accessories.
12% Senior Subordinated Note due 2007 $ 1,776,307 12/22/99 1,624,880 1,811,834
8% Convertible Class B Subordinated
Promissory Note due 2008 $ 51,140 12/22/99 51,105 54,372
Class B Common Stock (B) 13,816 shs. 12/22/99 138,157 124,342
Limited Partnership Interest 4.61% int. 12/22/99 290,602 256,944
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 23,958 shs. 12/22/99 219,078 240
------------ ------------
2,323,822 2,247,732
------------ ------------
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. 8/27/98 366,495 --
Preferred Stock (B) 1,639 shs. 12/14/01 1,392,067 556,826
Warrants, exercisable until 2011, to purchase
common stock of DHI Holdings, Inc. at $.01 per share (B) 6,676 shs. * 201,655 --
------------ ------------
1,960,217 556,826
------------ ------------
*10/24/96 and 8/28/98.
- --------------------------------------------------------------------------------
10
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
DT INDUSTRIES, INC.
A designer and manufacturer of automated production
systems used to assemble, test or package industrial and
consumer products.
7.16% Convertible Preferred Stock, convertible into
common stock at $14 per share (B) 10,000 shs. 6/12/97 $ 500,000 $ 100,000
------------ ------------
EAGLE WINDOW & DOOR HOLDING CO.
A manufacturer of wood and aluminum-clad wood
windows and doors.
12% Senior Subordinated Note due 2010 $ 1,000,000 5/6/02 862,057 1,040,000
Common Stock (B) 125 shs. 5/6/02 125,000 112,500
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 232 shs. 5/6/02 150,000 2
------------ ------------
1,137,057 1,152,502
------------ ------------
EAST RIVER VENTURES I, L.P.
An acquirer of controlling or substantial interests in other
entities.
Limited Partnership Interest (B) 9,049 int. 1/1/01 7,490 6,783
------------ ------------
ENZYMATIC THERAPY, INC.
A manufacturer and distributor of branded natural
medicines and nutritional supplements.
13% Senior Subordinated Note due 2004 (B) $ 843,750 9/17/02 714,590 590,625
Limited Partnership Interest (B) 0.70% int. 3/30/00 281,250 2,812
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 253 shs. 3/30/00 135,000 3
------------ ------------
1,130,840 593,440
------------ ------------
EVANS CONSOLES, INC.
A designer and manufacturer of consoles and control
center systems.
Senior Secured Tranche A Floating Rate Note
due 2004 $ 121,500 1/21/03 121,500 121,500
Senior Secured Tranche A Floating Rate Note
due 2006 $ 501,630 3/2/98 496,562 326,060
8.85% Senior Secured Tranche A Note due 2006 $ 508,946 3/2/98 501,317 339,815
11.75% Senior Secured Tranche B Note due 2006 $ 370,791 3/2/98 338,601 241,014
Senior Secured Floating Rate Revolving Credit
Facility due 2006 $ 492,121 3/2/98 492,121 319,879
Convertible Preferred Stock, convertible on a one share
for one share basis into non voting common stock (B) 146,536 shs. 1/21/03 1 15
Common Stock (B) 13,524 shs. 2/11/98 47,691 4,769
Limited Partnership Interest of CM
Equity Partners (B) 63,525 int. 2/11/98 63,627 6,363
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 17,391 shs. 3/2/98 56,000 174
------------ ------------
2,117,420 1,350,589
------------ ------------
- --------------------------------------------------------------------------------
11
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
EXAMINATION MANAGEMENT SERVICES, INC.
A national full-service evidence provider to the insurance
industry and a provider of occupational health testing.
12% Senior Subordinated Note due 2007 $ 1,116,867 3/16/99 $ 1,061,134 $ 888,560
Limited Partnership Interest (B) 2.79% int. 3/2/99 1,133,133 679,880
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 40,888 shs. 3/16/99 93,072 409
------------ ------------
2,287,339 1,568,849
------------ ------------
FASTENERS FOR RETAIL, INC.
A designer and marketer of low-cost fasteners for point of
purchase displays and signage in retail environments.
12.5% Senior Subordinated Note due 2007 $ 1,932,000 12/22/99 1,761,228 1,970,640
Class B Common Stock (B) 318 shs. 12/22/99 318,000 647,453
Warrant, exercisable until 2007, to purchase
common stock at $.02 per share (B) 312 shs. 12/22/99 245,034 634,458
------------ ------------
2,324,262 3,252,551
------------ ------------
G C-SUN HOLDINGS, L.P.
A value-added national distributor of maintenance, repair
and operating supplies such as fasteners, electrical
components and tools.
12% Senior Subordinated Note due 2008 (B) $ 920,000 3/2/00 774,285 690,000
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 469 shs. 3/2/00 185,220 5
------------ ------------
959,505 690,005
------------ ------------
GRAND EXPEDITIONS, INC.
A luxury travel tour operation provider.
Preferred Stock (B) 11,250 shs. 10/25/02 591,599 11,912
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 149,529 shs. 6/21/01 533,401 --
------------ ------------
1,125,000 11,912
------------ ------------
HAMILTON FUNERAL SERVICES CENTERS, INC.
A privately held owner and operator of funeral homes in
the United States.
16.5% Senior Subordinated Note due 2007 (B) $ 2,208,026 * 2,147,182 220,803
Warrant, exercisable until 2007, to purchase
common stock at $1 per share (B) 196,421 shs. * 28,131 --
------------ ------------
2,175,313 220,803
------------ ------------
HIGHGATE CAPITAL LLC
An acquirer of controlling or substantial interests in
manufacturing and marketing entities.
Series A Preferred Units (B) 0.31% int. 7/21/94 99,577 37,500
------------ ------------
*1/25/99 and 7/16/99.
- --------------------------------------------------------------------------------
12
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
HUSSEY SEATING CORPORATION
A manufacturer of spectator seating products.
Senior Secured Floating Rate Revolving
Note due 2006 $ 675,652 6/12/96 $ 675,652 $ 666,463
Senior Secured Floating Rate Note due 2006 $ 396,562 * 396,562 391,153
12% Senior Subordinated Note due 2006 $ 675,000 3/31/03 675,000 667,712
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 2,860 shs. ** 112,500 29
------------ ------------
1,859,714 1,725,357
------------ ------------
INTEGRATION TECHNOLOGY SYSTEMS, INC.
A manufacturer of steel protective computer and network
systems for the industrial and office environments.
11% Senior Secured Note due 2007 $ 861,308 6/1/00 861,308 787,184
13% Senior Secured Note due 2007 $ 37,323 2/28/03 37,323 34,136
Common Stock (B) 130 shs. 6/1/00 149,500 74,750
------------ ------------
1,048,131 896,070
------------ ------------
JACKSON PRODUCTS, INC.
A manufacturer and distributor of a variety of industrial
and highway safety products.
Common Stock (B) 113 shs. 8/16/95 11,311 --
Warrant, exercisable until 2005, to purchase
common stock at $.01 per share (B) 521 shs. 8/16/95 52,052 --
------------ ------------
63,363 --
------------ ------------
JASON, INC.
A diversified manufacturing company serving various
industrial markets.
13% Senior Subordinated Note due 2008 $ 510,187 8/4/00 462,616 514,482
14% Cumulative Redeemable Preferred Stock Series A (B) 153 shs. 8/4/00 153,119 152,873
Limited Partnership Interest of
Saw Mill Capital Fund II, L.P. (B) 1.33% int. 8/3/00 469,298 351,995
Warrants, exercisable until 2008 and 2009, to purchase
common stock at $.01 per share (B) 26,931 shs. 8/4/00 61,101 269
------------ ------------
1,146,134 1,019,619
------------ ------------
KEEPSAKE QUILTING, INC.
A seller of quilting fabrics, books, patterns, kits and
notions to consumers.
Senior Secured Floating Rate Revolving Note due 2005 $ 52,418 6/16/00 52,418 52,179
Senior Secured Floating Rate Tranche A Note due 2007 $ 566,117 6/16/00 566,117 558,740
12% Senior Secured Tranche B Note due 2008 $ 314,509 6/16/00 295,189 327,089
Limited Partnership Interest of
Riverside XVI Holding Company, L.P. (B) 3.02% int. 6/12/00 190,563 169,957
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 633 shs. 6/12/00 26,209 6
------------ ------------
1,130,496 1,107,971
------------ ------------
* 6/12/96 and 8/3/01.
** 6/12/96 and 1/19/00.
- --------------------------------------------------------------------------------
13
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
KENAN-ADVANTAGE TRANSPORT COMPANY
A transporter of light petroleum, petrochemicals, lubricants
and residual fuels.
12.5% Senior Subordinated Note due 2009 $ 962,170 4/30/01 $ 962,170 $ 991,035
Preferred Stock (B) 163 shs. 4/30/01 163,000 163,000
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 142 shs. 4/30/01 7 1
------------ ------------
1,125,177 1,154,036
------------ ------------
LANCASTER LABORATORIES, INC.
A laboratory testing operations in the United States.
12% Senior Subordinated Note due 2007 $ 883,929 9/25/00 748,034 890,970
Common Stock (B) 241,071 shs. 9/25/00 241,071 216,964
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 214,668 shs. 9/25/00 184,420 2,147
------------ ------------
1,173,525 1,110,081
------------ ------------
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 2006 $ 2,036,000 * 1,799,556 2,076,720
Common Stock (B) 3,057 shs. * 213,998 130,247
Warrant, exercisable until 2006, to purchase
common stock at $.11 per share (B) 8,245 shs. * 318,838 351,286
------------ ------------
2,332,392 2,558,253
------------ ------------
MEDASSIST, INC.
A provider of patient eligibility and account receivable
management services to hospitals and physician practices.
12% Senior Subordinated Note due 2011 $ 1,125,000 5/1/03 1,103,727 1,142,336
Warrant, exercisable until 2013, to purchase
common stock at $.01 per share (B) 44,054 shs. 5/1/03 21,534 441
------------ ------------
1,125,261 1,142,777
------------ ------------
MOSS, INC.
A manufacturer and distributor of large display and exhibit
structures.
Senior Secured Floating Rate Revolving Note due 2005 $ 48,050 9/21/00 48,050 35,749
Senior Secured Floating Rate Tranche A
Note due 2007 $ 768,800 9/21/00 768,800 572,987
12% Senior Secured Tranche B Note due 2008 $ 240,250 9/21/00 222,520 179,419
Limited Partnership Interest of
Riverside Capital Appreciation Fund I, L.P. (B) 3.56% int. ** 178,069 89,030
Warrant, exercisable until 2008, to purchase
common stock at $100 per share (B) 264 shs. 9/21/00 23,064 3
------------ ------------
1,240,503 877,188
------------ ------------
*12/23/98 and 1/28/99.
** 9/20/00 and 5/23/02.
- --------------------------------------------------------------------------------
14
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
MUSTANG VENTURES COMPANY
A natural gas gathering and processing operation located in
Oklahoma and Texas.
11.5% Subordinated Note due 2011 $ 300,000 12/11/02 $ 247,364 $ 313,614
8.5% Redeemable Preferred Stock (B) 82,500 shs. 12/11/02 586,634 600,494
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 9,752 shs. 12/11/02 293,050 219,420
------------ ------------
1,127,048 1,133,528
------------ ------------
NEFF MOTIVATION, INC.
A manufacturer and distributor of customized awards and
sportswear to schools.
12.5% Senior Subordinated Note due 2011 $ 562,500 1/31/03 469,111 567,216
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 112 shs. 1/31/03 95,625 1
------------ ------------
564,736 567,217
------------ ------------
NPC, INC.
A manufacturer of flexible connectors and equipment used
in the installation of sewers and storm drain pipelines.
Senior Secured Floating Rate Revolving Note
due 2006 $ 240,216 6/25/99 240,216 232,442
Senior Secured Floating Rate Note due 2006 $ 1,337,228 6/25/99 1,337,250 1,292,211
12% Senior Secured Tranche B Note due 2007 $ 559,322 6/25/99 506,965 562,686
Limited Partnership Interest of Riverside XIII
Holding Company L.P. (B) 2.00% int. 6/11/99 169,648 126,536
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 115 shs. 6/25/99 81,356 1
------------ ------------
2,335,435 2,213,876
------------ ------------
NYLONCRAFT, INC.
A supplier of engineered plastic components for the
automotive industry.
9% Senior Secured Note due 2009 $ 464,286 1/28/02 464,286 487,291
11.5% Senior Subordinated Note due 2012 $ 857,143 1/28/02 772,127 902,118
Common Stock (B) 178,571 shs. 1/28/02 178,571 186,428
Warrant, exercisable until 2012, to purchase
common stock at $.01 per share (B) 138,928 shs. 1/28/02 92,597 143,790
------------ ------------
1,507,581 1,719,627
------------ ------------
OLYMPIC SALES, INC.
An operator of boat dealerships in Washington state,
Wisconsin, Minnesota and British Columbia.
12% Senior Subordinated Note due 2006 $ 1,387,000 8/7/98 1,302,656 1,109,600
12% Senior Subordinated Note due 2008 $ 244,154 2/9/00 223,168 195,323
Limited Partnership Interest of Riverside VIII, VIII-A and
VIII-B Holding Company, L.P. (B) 795,964 shs. * 808,254 415,320
Warrants, exercisable until 2007 and 2008, to purchase
common stock at $.01 per share (B) 15,166 shs. ** 206,041 152
------------ ------------
2,540,119 1,720,395
------------ ------------
*8/7/98, 2/23/99, 12/22/99 and 2/25/03.
**8/7/98 and 2/29/00.
- --------------------------------------------------------------------------------
15
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
PACIFIC COAST FEATHER COMPANY
A manufacturer and marketer of natural fill and synthetic
fill bed pillows and comforters.
15.5% Senior Subordinated Note due 2004 $ 583,333 6/27/97 $ 583,333 $ 583,333
------------ ------------
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 1,013,371 1,158,750
Membership Interests of MM/Lincap
PPI Investments, Inc., LLC (B) 1.28% int. 12/21/00 140,625 126,562
------------ ------------
1,153,996 1,285,312
------------ ------------
PGT INDUSTRIES, INC.
A manufacturer of residential windows and patio doors and
a provider of custom patio rooms and porch enclosures.
12% Senior Subordinated Note due 2009 $ 1,035,000 1/29/01 922,496 1,066,050
Common Stock (B) 61 shs. 1/29/01 61,000 92,706
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 171 shs. 1/29/01 139,327 260,139
------------ ------------
1,122,823 1,418,895
------------ ------------
PHARMACEUTICAL BUYERS, INC.
A group purchasing organization which specializes in
arranging and negotiating contracts for the purchase of
pharmaceutical goods and medical equipment.
10.5% Senior Secured Note due 2005 $ 86,384 11/30/95 86,384 87,777
10.5% Senior Secured Convertible Note
due 2005, convertible into common stock
at $50,000 per share $ 97,500 11/30/95 97,500 151,934
Common Stock 3 shs. 11/30/95 169,000 239,405
------------ ------------
352,884 479,116
------------ ------------
P H I HOLDING COMPANY
A retailer of mid-priced gift items, home and garden decor,
accessories and other similar consumer products.
12.5% Senior Subordinated Note due 2010 $ 1,125,000 10/25/02 1,017,415 1,181,250
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 186 shs. 10/25/02 112,500 2
------------ ------------
1,129,915 1,181,252
------------ ------------
PLASSEIN PACKAGING CORPORATION
A manufacturer of flexible packaging products.
13% Senior Subordinated Note due 2007 (B) $ 404,263 8/15/00 352,052 40,426
15% Junior Subordinated Note due 2008 (B) $ 38,939 11/14/01 38,125 --
12% Junior Subordinated Note due 2008 (B) $ 348,833 8/15/00 243,054 --
Convertible Preferred Stock, convertible into
common stock at $1 per share (B) 152,606 shs. 8/15/00 152,606 --
Common Stock (B) 236,627 shs. 8/15/00 153,293 --
Warrants, exercisable until 2007 and 2008, to purchase
common stock at $.01 per share (B) 255,569 shs. * 50,739 --
------------ ------------
989,869 40,426
------------ ------------
*8/15/00 and 11/14/01.
- --------------------------------------------------------------------------------
16
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
POLYMER TECHNOLOGIES, INC./POLI-TWINE WESTERN, INC.
A manufacturer of polypropylene twine for the hay bailing
marketplace.
8% Senior Subordinated Note due 2010 (B) $ 393,750 9/27/02 $ 393,735 $ 295,312
Preferred Series A Stock (B) 562 shs. 9/27/02 507,664 126,916
Preferred Series B Stock (B) 127 shs. 9/27/02 123,289 30,822
Common Stock (B) 84,375 shs. 3/1/00 42,188 --
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 3,901,711 shs. * 58,123 --
------------ ------------
1,124,999 453,050
------------ ------------
PRECISION DYNAMICS, INC.
A manufacturer of custom-designed solenoid valves and
controls.
Senior Secured Floating Rate Revolving Credit
Facility due 2003 $ 448,250 7/22/96 448,250 403,425
Senior Secured Floating Rate Term Note
due 2003 $ 668,300 7/22/96 668,300 601,470
12% Senior Secured Term Note due 2004 $ 244,500 7/22/96 237,040 220,050
8% Preferred Stock (B) 187 shs. 7/22/96 115,982 --
Common Stock (B) 299 shs. 7/22/96 14,489 --
Warrant, exercisable until 2004, to purchase
common stock at $.01 per share (B) 162 shs. 7/22/96 49,000 --
------------ ------------
1,533,061 1,224,945
------------ ------------
PREMIUM FOODS GROUP, INC.
A manufacturer and distributor of branded meat products.
Limited Partnership Interest of MHD
Holdings LLC (B) 0.69% int. 8/29/00 278,907 632,199
------------ ------------
PROCESS CHEMICALS LLC
A specialty chemical company that manufactures processed
chemicals for the fertilizer, asphalt and concrete industries.
6% Redeemable Preferred Membership Interests 1,262 int. ** 1,390,495 1,443,195
Common Membership Interests 4,932 int. ** 30,059 20,481
------------ ------------
1,420,554 1,463,676
------------ ------------
PROGRESSIVE SOFTWARE HOLDING, INC.
A designer and manufacturer of point-of-sale monitors and
keyboards used by retailers and restaurants.
Common Stock (B) 364,973 shs. 7/9/02 1,749,998 6,570
------------ ------------
*3/1/00 and 9/27/02.
**7/31/97 and 1/4/99.
- --------------------------------------------------------------------------------
17
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or 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. 8/12/94 $ 33,217 $ 8,304
Common Stock (B) 867 shs. * 42,365 --
------------ ------------
75,582 8,304
------------ ------------
PW EAGLE, INC. -- O.T.C.
An extruder of small and medium diameter plastic pipe
and tubing in the United States.
14% Senior Subordinated Note due 2007 $ 1,832,061 9/16/99 1,829,926 1,859,802
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 101,505 shs. 9/16/99 1 357,196
------------ ------------
1,829,927 2,216,998
------------ ------------
RK POLYMERS LLC
A producer of styrenic block copolymers and highly
engineered synthetic elastomers.
13% Senior Subordinated Note due 2011 $ 1,125,000 2/28/01 1,016,222 1,195,281
Warrant, exercisable until 2011, to purchase
common stock at $.01 per share (B) 122 shs. 2/28/01 108,778 1
------------ ------------
1,125,000 1,195,282
------------ ------------
SABEX 2002, INC.
A Canadian specialty pharmaceutical company which
manufactures and distributes generic injectable drugs and
eye products.
12% Senior Subordinated Note due 2009 $ 1,125,000 4/19/02 1,060,131 1,170,000
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 27,046 shs. 4/19/02 73,086 270
------------ ------------
1,133,217 1,170,270
------------ ------------
SAFETY SPEED CUT MANUFACTURING COMPANY, INC.
A manufacturer of vertical panel saws and routers for the
wood working industry.
Senior Secured Floating Rate Revolving Note due 2006 $ 53,841 5/1/03 53,841 53,830
Senior Secured Floating Rate Tranche A
Note due 2007 $ 1,130,655 6/2/99 1,130,655 1,130,655
12% Senior Secured Tranche B Note due 2007 $ 646,089 6/2/99 646,089 646,089
Class B Common Stock (B) 846 shs. 6/2/99 146,456 282,957
------------ ------------
1,977,041 2,113,531
------------ ------------
SELIG ACQUISITION CORPORATION
A manufacturer of container sealing materials for bottles
used in consumer products.
12% Senior Subordinated Note due 2009 $ 1,125,000 6/13/02 1,038,063 1,156,500
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 1,064 shs. 6/13/02 96,365 11
------------ ------------
1,134,428 1,156,511
------------ ------------
*11/14/01 and 8/12/94.
- --------------------------------------------------------------------------------
18
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
SHELTER ACQUISITION, INC.
A distributor of roofing supplies and products throughout
the Midwest.
12.5% Senior Subordinated Note due 2008 $ 803,571 8/1/02 $ 700,306 $ 831,113
Common Stock (B) 401,786 shs. * 401,786 361,607
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 139,470 shs. 8/1/02 114,589 1,395
------------ ------------
1,216,681 1,194,115
------------ ------------
SNYDER INDUSTRIES, INC.
A manufacturer of proprietary rotationally molded
polyethylene containers.
12.25% Senior Subordinated Note due 2007 $ 2,250,000 12/6/99 2,058,325 2,295,000
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 369 shs. 12/6/99 306,818 46,522
------------ ------------
2,365,143 2,341,522
------------ ------------
STRATEGIC EQUIPMENT & SUPPLY CORP., INC.
A provider of kitchen and restaurant design, equipment
fabrication and installation services.
12% Senior Subordinated Note due 2008 $ 2,250,000 1/14/00 1,978,637 2,140,986
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 61,862 shs. 1/14/00 382,501 619
------------ ------------
2,361,138 2,141,605
------------ ------------
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.
12.5% Senior Subordinated Note due 2007 $ 1,356,000 2/5/98 1,251,071 1,356,000
Common Stock (B) 315 shs. 2/4/98 315,000 214,071
Warrant, exercisable until 2006, to purchase
common stock at $.01 per share (B) 222 shs. 2/5/98 184,416 150,867
------------ ------------
1,750,487 1,720,938
------------ ------------
THERMA-TRU CORPORATION
A manufacturer of residential exterior entry door systems.
Limited Partnership Interest of KT
Holding Company, L.P. (B) 0.27% int. 5/5/00 409,365 368,429
Warrant, exercisable until 2009, to purchase
common stock at $.01 per share (B) 391 shs. 5/9/00 152,055 38,666
------------ ------------
561,420 407,095
------------ ------------
TIDEWATER HOLDING, INC.
An operator of a barge transportation line on the
Columbia/Snake River system.
17% Preferred Stock (B) 280 shs. 12/23/02 280,000 266,000
Convertible Preferred Stock, convertible into
common stock at $1,000 per share (B) 560 shs. 7/25/96 560,000 448,000
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 237 shs. 7/25/96 24,103 189,504
------------ ------------
864,103 903,504
------------ ------------
* 8/1/02 and 1/17/03.
- --------------------------------------------------------------------------------
19
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
TINNERMAN-PALNUT ENGINEERED COMPONENTS
A manufacturer of precision engineered metal and plastic
fasteners and assembly components.
12.75% Senior Subordinated Note due 2008 $ 992,647 12/6/01 $ 992,647 $ 1,012,500
Membership Interests (B) 132,353 int. 12/6/01 132,353 119,118
------------ ------------
1,125,000 1,131,618
------------ ------------
TRONAIR, INC.
A designer, engineer and manufacturer of ground support
equipment for the business, commuter and commercial
aviation markets.
10.5% Senior Secured Term Note due 2008 $ 1,128,161 1/20/00 1,128,161 1,110,147
12% Senior Subordinated Note due 2010 $ 758,100 1/20/00 714,821 731,471
Common Stock (B) 129,960 shs. 1/20/00 129,960 103,968
Warrant, exercisable until 2010, to purchase
common stock at $1 per share (B) 148,912 shs. 1/20/00 56,316 1,489
------------ ------------
2,029,258 1,947,075
------------ ------------
TRUSEAL TECHNOLOGIES, INC.
A manufacturer of sealant systems for the North American
window and door market.
12.25% Senior Subordinated Note due 2006 $ 1,338,000 6/23/97 1,263,383 1,338,000
Limited Partnership Interest (B) 5.02% int. 6/17/97 412,300 371,070
Warrant, exercisable until 2006, to purchase
limited partnership interests at $.01 per unit (B) 630 uts. 6/23/97 188,536 34,984
------------ ------------
1,864,219 1,744,054
------------ ------------
TRUSTILE DOORS, INC.
A manufacturer and distributor of interior doors.
12.5% Senior Subordinated Note due 2010 $ 562,500 4/11/03 512,998 550,238
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 3,060 shs. 4/11/03 50,625 31
------------ ------------
563,623 550,269
------------ ------------
TVI, INC.
A retailer of used clothing in the United States, Canada
and Australia.
15.971% Senior Subordinated Note due 2008 $ 1,088,574 5/2/00 1,052,850 1,108,180
Common Stock (B) 187,500 shs. 5/2/00 187,500 131,250
------------ ------------
1,240,350 1,239,430
------------ ------------
USFLOW CORPORATION
A distributor of industrial pipes, valves and fittings.
12.5% Senior Subordinated Note due 2007 (B) $ 1,834,000 12/14/99 1,637,654 91,700
Class B Common Stock (B) 352 shs. 12/14/99 351,600 --
Warrant, exercisable until 2007, to purchase
common stock at $.01 per share (B) 299 shs. 12/14/99 244,533 --
------------ ------------
2,233,787 91,700
------------ ------------
VICTORY VENTURES LLC
An acquirer of controlling or substantial interests in other
entities.
Series A Preferred Units (B) 0.04% int. 12/2/96 1 2
------------ ------------
- --------------------------------------------------------------------------------
20
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Shares, Units
Warrants, Ownership Acquisition
CORPORATE RESTRICTED SECURITIES(A)(Continued) or Principal Amount Date Cost Fair Value
-------------- ------- ------------ ------------
VITEX PACKAGING, INC.
A manufacturer of specialty packaging, primarily
envelopes and tags used on tea bags.
12% Senior Subordinated Note due 2008 $ 1,082,787 12/18/00 $ 1,012,694 $ 1,102,277
Limited Partnership Interest of Riverside VI
Holding Company L.P. (B) 2.73% int. * 198,563 158,847
Limited Partnership Interest of Riverside
Capital Appreciation Fund II L.P. (B) 0.84% int. 12/18/00 42,213 33,770
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 160 shs. ** 123,166 2
------------ ------------
1,376,636 1,294,896
------------ ------------
WASHINGTON INVENTORY SERVICES, INC.
A provider of physical inventory taking and other related
services to retailers.
12.5% Senior Subordinated Note due 2008 $ 871,878 11/3/00 851,450 870,220
Senior Preferred Stock (B) 2,484 shs. 11/1/00 248,379 234,293
Class B Common Stock (B) 4,743 shs. 11/1/00 4,743 4,269
Warrant, exercisable until 2008, to purchase
common stock at $.01 per share (B) 2,107 shs. 11/3/00 26,367 21
------------ ------------
1,130,939 1,108,803
------------ ------------
WEASLER HOLDINGS LLC
A manufacturer of mechanical power transmission
components for the agricultural, lawn and turf industries.
13.25% Senior Subordinated Note due 2010 $ 1,071,428 2/4/03 963,264 1,112,183
Limited Partnership Interest (B) 53,571 int. 2/3/03 53,571 42,857
Warrant, exercisable until 2010, to purchase
common stock at $.01 per share (B) 136 shs. 2/4/03 111,086 1
------------ ------------
1,127,921 1,155,041
------------ ------------
W E C COMPANY, INC.
A maker of attachments for prime moving equipment.
Common Stock (B) 5,567 shs. 12/31/01 750,000 149,994
------------ ------------
WICOR AMERICAS, INC.
A manufacturer of cellulose based insulation products,
systems and services for electrical transformer equipment
manufacturers.
20% Senior Subordinated Secured Note due 2009 $ 1,245,433 11/9/01 1,244,562 1,234,405
------------ ------------
TOTAL PRIVATE PLACEMENT INVESTMENTS $100,980,462 $ 85,214,037
------------ ------------
*12/30/97 and 9/9/99.
**1/2/98 and 12/18/00.
- --------------------------------------------------------------------------------
21
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Interest Due Shares or
CORPORATE RESTRICTED SECURITIES:(A) (Continued) Rate Date Principal Amount Cost Fair Value
------- -------- ---------------- ------------ ------------
RULE 144A SECURITIES - 12.61%: (A)
BONDS -- 10.63%
A E S Corporation 8.750% 05/15/13 $ 725,000 $ 725,000 $ 754,000
A E S Corporation 9.000 05/15/15 175,000 175,000 182,875
American Media Operation, Inc. 8.875 01/15/11 175,000 175,000 189,438
Canwest Media, Inc. 7.625 04/15/13 175,000 175,000 185,937
Cooperative Computing, Inc. 10.500 06/15/11 1,050,000 1,036,266 1,076,250
Cuddy International Corporation (B) 10.750 12/01/07 205,065 202,002 20,506
Del Monte Corporation 8.625 12/15/12 200,000 200,000 212,000
Dominos, Inc. 8.250 07/01/11 550,000 546,029 567,875
Esterline Technologies 7.750 06/15/13 175,000 175,000 179,375
Flextronics International Ltd. 6.500 05/15/13 600,000 600,000 577,500
Mortons Restaurant Group 7.500 07/01/10 1,100,000 935,000 935,000
Nucor Corporation 6.000 01/01/09 150,000 161,687 166,639
Offshore Logistics, Inc. 6.125 06/15/13 350,000 350,000 350,875
Remington Arms Company 10.500 02/01/11 175,000 175,000 182,875
Rent-A-Center, Inc. 7.500 05/01/10 650,000 650,000 682,500
Rent-Way, Inc. 11.875 06/15/10 700,000 687,764 721,000
TCW Leveraged Income Trust, L.P. 8.410 03/31/04 1,500,000 1,500,000 600,000
Tenneco Automotive, Inc. 10.250 07/15/13 550,000 550,000 556,875
Triton P C S, Inc. 8.500 06/01/13 500,000 500,000 537,500
Vought Aircraft Industries 8.000 07/15/11 950,000 950,000 950,000
------------ ------------ ------------
TOTAL BONDS $ 10,655,065 10,468,748 9,629,020
------------ ------------ ------------
CONVERTIBLE BONDS -- 1.98%
Advanced Micro Devices, Inc. 4.750% 02/01/22 $ 250,000 $ 198,724 $ 187,813
Centerpoint Energy, Inc. 3.750 05/15/23 175,000 175,000 181,125
Cymer, Inc. 3.500 02/15/09 450,000 450,000 453,375
F E I Company 5.500 08/15/08 200,000 200,000 198,750
General Semiconductor, Inc. 5.750 12/15/06 35,000 31,587 35,437
Hyperion Solutions Corporation 4.500 03/15/05 100,000 100,000 99,250
Invitrogen Corporation 2.250 12/15/06 225,000 225,000 208,125
Sanmina-SCI Corporation (B) 0.000 09/12/20 570,000 237,262 273,600
Triquint Semiconductor, Inc. 4.000 03/01/07 120,000 89,836 99,300
Viropharma, Inc. 6.000 03/01/07 110,000 75,350 54,863
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS $ 2,235,000 1,782,759 1,791,638
------------ ------------ ------------
WARRANTS -- 0.00%
Winsloew Escrow Corporation (B) 700 $ 7 $ 7
------------ ------------
TOTAL WARRANTS 7 7
------------ ------------
TOTAL RULE 144A SECURITIES 12,251,514 11,420,665
------------ ------------
TOTAL CORPORATE RESTRICTED SECURITIES $113,231,976 $ 96,634,702
------------ ------------
- --------------------------------------------------------------------------------
22
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Interest Due Shares or
CORPORATE PUBLIC SECURITIES - 10.71% (A) Rate Date Principal Amount Cost Market Value
------- -------- ---------------- ------------ ------------
BONDS -- 4.71%
Airplanes Pass Thru Trust (B) 8.150% 03/15/19 $ 1,399,350 $ 1,398,113 $ 181,915
G F S I, Inc. 9.625 03/01/07 125,000 106,354 106,250
Hexcel Corporation 9.750 01/15/09 340,000 340,000 338,300
Lodgenet Entertainment Co. 9.500 06/15/13 375,000 375,000 384,375
Neff Corporation 10.250 06/01/08 90,000 89,000 49,500
Northwest Airlines Corporation 8.970 01/02/15 783,133 783,133 422,351
Numatics, Inc. 9.625 04/01/08 375,000 377,185 232,500
S P X Corporation 7.500 01/01/13 550,000 550,000 561,000
Sports Club Co. 11.375 03/15/06 400,000 388,000 365,000
United Refining Co. 10.750 06/15/07 980,000 980,000 818,300
Williams Companies, Inc. 8.625 06/01/10 475,000 475,000 496,375
Winsloew Furniture, Inc. 12.750 08/15/07 700,000 684,033 315,000
------------ ------------ ------------
TOTAL BONDS $ 6,592,483 6,545,818 4,270,866
============ ========= =========
COMMON STOCK -- 3.21%
Computer Horizons Corporation (B) 6,268 $ 31,051 $ 28,457
Convera Corporation (B) 21,050 771,153 83,779
D T Industries, Inc. (B) 89,438 584,046 206,602
EOS International, Inc. (B) 39,375 438,156 13,781
Florist Transworld Delivery, Inc. (B 6,974 10,232 140,735
Formfactor, Inc. (B) 100 1,400 1,770
H C I Direct, Inc. (B) 500 -- 5
I T C/Deltacom, Inc. (B) 11,750 227,950 34,662
Larscom, Inc. (B) 5 422 28
Proton Energy Systems, Inc. (B) 14,000 177,078 29,960
Rent-Way, Inc. (B) 46,432 458,123 215,909
Surebeam Corporation (B) 20,277 8,754 53,736
Titan Corporation (B) 29,026 77,860 298,677
Transmontaigne, Inc. (B) 277,771 909,179 1,799,956
------------ ------------
TOTAL COMMON STOCK 3,695,404 2,908,057
------------ ------------
- --------------------------------------------------------------------------------
23
CONSOLIDATED SCHEDULE OF INVESTMENTS (Cont.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
Interest Due Shares or
CORPORATE PUBLIC SECURITIES: (A) (Continued) Rate Date Principal Amount Cost Market Value
------- -------- ---------------- ------------ ------------
CONVERTIBLE BONDS -- 2.79%
Commscope, Inc. 4.000% 12/15/06 $ 90,000 $ 87,275 $ 81,450
Cypress Semiconductor Corporation 4.000 02/01/05 115,000 115,000 115,288
Duke Energy Corporation 1.750 05/15/23 500,000 500,000 521,875
F E I Company 5.500 08/15/08 600,000 559,500 596,250
Hyperion Solutions Corporation 4.500 03/15/05 30,000 21,300 29,775
Mediacom Communications Corporation 5.250 07/01/06 580,000 580,000 548,100
S C I Systems, Inc. 3.000 03/15/07 400,000 363,519 351,000
Sanmina-SCI Corporation (B) 0.000 09/12/20 595,000 212,687 285,600
------------ ------------ ------------
TOTAL CONVERTIBLE BONDS $ 2,910,000 2,439,281 2,529,338
============ ------------ ------------
TOTAL CORPORATE PUBLIC SECURITIES $ 12,680,503 $ 9,708,261
------------ ------------
Interest Due
SHORT-TERM SECURITIES: Rate/Yield Date Principal Amount Cost Market Value
------- -------- ---------------- ------------ ------------
COMMERCIAL PAPER -- 5.44%
HoneyWell International, Inc. 1.100% 07/02/03 $ 1,750,000 $ 1,749,947 $ 1,749,947
Kinder Morgan Energy Ptr LP 1.050 07/08/03 395,000 394,919 394,919
Meadwesvaco Corporation 1.100 07/01/03 1,800,000 1,800,000 1,800,000
Sigma-Aldrich Corporation 1.120 07/07/03 985,000 984,816 984,816
------------ ------------ ------------
TOTAL SHORT-TERM SECURITIES $ 4,930,000 $ 4,929,682 $ 4,929,682
------------ ------------ ------------
TOTAL INVESTMENTS 122.80% $130,842,161 111,272,645
============ ------------
Other Assets 5.80 5,258,813
Liabilities (28.60) (25,918,085)
------ ------------
TOTAL NET ASSETS 100.00% $ 90,613,373
====== ============
(A) In each of the convertible note, warrant, convertible preferred and common
stock investments, the issuer has agreed to provide certain registration
rights.
(B) Non-income producing security.
See Notes to Consolidated Financial Statements.
- --------------------------------------------------------------------------------
24
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
INDUSTRY CLASSIFICATION
Corporate Restricted Securities: Fair Value
------------
AEROSPACE -- 1.05%
Vought Aircraft Industries $ 950,000
------------
AUTOMOBILE -- 6.49%
America's Body Company, Inc. 1,050,000
LIH Investors, L.P. 2,558,253
Nyloncraft, Inc. 1,719,627
Tenneco Automotive, Inc. 556,875
------------
5,884,755
------------
BEVERAGE, FOOD & TOBACCO -- 2.94%
Beta Brands, Inc. 260,055
Cains Foods, L.P. 56,795
Del Monte Corporation 212,000
Dominos, Inc. 567,875
Mortons Restaurant Group 935,000
Premium Foods Group, Inc. 632,199
------------
2,663,924
------------
BUILDINGS & REAL ESTATE -- 10.88%
Adorn, Inc. 1,247,867
Eagle Window & Door Holding Co. 1,152,502
PGT Industries, Inc. 1,418,895
Shelter Acquisition, Inc. 1,194,115
Strategic Equipment & Supply Corp., Inc. 2,141,605
Therma-Tru Corporation 407,095
Truseal Technologies, Inc. 1,744,054
TruStile Doors, Inc. 550,269
------------
9,856,402
------------
CARGO TRANSPORT -- 2.27%
Kenan-Advantage Transport Company 1,154,036
Tidewater Holdings, Inc. 903,504
------------
2,057,540
------------
CHEMICAL, PLASTICS & RUBBER -- 2.94%
Delstar Holdings Corporation 4,799
Process Chemicals LLC 1,463,676
RK Polymers LLC 1,195,282
------------
2,663,757
------------
CONSUMER PRODUCTS -- 13.59%
Alpha Shirt Company 3,714,933
Colibri Holdings Corporation 1,148,863
Consumer Product Enterprises, Inc. 415,986
Corvest Group, Inc. 2,099,024
Dexter Magnetics Technologies, Inc. 852,067
G C-Sun Holdings, L.P. 690,005
Keepsake Quilting, Inc. 1,107,971
Neff Motivation, Inc. 567,217
The Tranzonic Companies 1,720,938
------------
12,317,004
------------
CONTAINERS, PACKAGING & GLASS -- 6.75%
Capitol Specialty Plastics, Inc. $ 201
Paradigm Packaging, Inc. 1,285,312
Plassein Packaging Corporation 40,426
Selig Acquisition Corporation 1,156,511
Snyder Industries, Inc. 2,341,522
Vitex Packaging, Inc. 1,294,896
------------
6,118,868
------------
DIVERSIFIED/CONGLOMERATE --
MANUFACTURING -- 15.31%
D T Industries, Inc. 100,000
Evans Consoles, Inc. 1,350,589
Highgate Capital LLC 37,500
Hussey Seating Corporation 1,725,357
Jackson Products, Inc. --
Jason, Inc. 1,019,619
NPC, Inc. 2,213,876
Pacific Coast Feather Company 583,333
PW Eagle, Inc. 2,216,998
Safety Speed Cut Manufacturing Company, Inc. 2,113,531
Tinnerman-Palnut Engineered Components 1,131,618
W E C Company, Inc. 149,994
Wicor Americas, Inc. 1,234,405
------------
13,876,820
------------
DIVERSIFIED/CONGLOMERATE --
SERVICE -- 6.86%
Diversco, Inc./DHI Holdings, Inc. 556,826
Examination Management Services, Inc. 1,568,849
Hamilton Funeral Services Centers, Inc. 220,803
Lancaster Laboratories, Inc. 1,110,081
Pharmaceutical Buyers, Inc. 479,116
Sabex 2002, Inc. 1,170,270
Washington Inventory Services, Inc. 1,108,803
------------
6,214,748
------------
ELECTRONICS -- 9.99%
Advanced Micro Devices, Inc. 187,813
A E S Corporation 754,000
A E S Corporation 182,875
Coining Corporation of America LLC 1,250,029
Cooperative Computing, Inc. 1,076,250
Directed Electronics, Inc. 2,247,732
Esterline Technologies 179,375
Flextronics International Ltd. 577,500
Hyperion Solutions Corporation 99,250
Integration Technology Systems, Inc. 896,070
Precision Dynamics, Inc. 1,224,945
Progressive Software Holding, Inc. 6,570
Sanmina-SCI Corporation 273,600
Triquint Semiconductor, Inc. 99,300
------------
9,055,309
------------
- --------------------------------------------------------------------------------
25
CONSOLIDATED SCHEDULE OF INVESTMENTS (CONT.) MASSMUTUAL PARTICIPATION INVESTORS
June 30, 2003
(Unaudited)
INDUSTRY CLASSIFICATION (Continued)
Corporate Restricted Securities:(Cont.) Fair Value
------------
FARMING & AGRICULTURE -- 0.53%
Cuddy International Corporation $ 20,506
Polymer Technologies, Inc./Poli-Twine Western, Inc. 453,050
Protein Genetics, Inc. 8,304
------------
481,860
------------
HEALTHCARE, EDUCATION &
CHILDCARE -- 4.40%
Beacon Medical Products, Inc. 1,114,102
DHD Healthcare, Inc. 1,084,412
Enzymatic Therapy, Inc. 593,440
MedAssist, Inc. 1,142,777
Viropharma, Inc. 54,863
------------
3,989,594
------------
HOME & OFFICE FURNISHINGS,
HOUSEWARES, AND DURABLE
CONSUMER PRODUCTS -- 4.56%
Fasteners for Retail, Inc. 3,252,551
Moss, Inc. 877,188
------------
4,129,739
------------
LEISURE, AMUSEMENT,
ENTERTAINMENT -- 1.92%
Adventure Entertainment Corporation 1,035
Grand Expeditions, Inc. 11,912
Olympic Sales, Inc. 1,720,395
------------
1,733,342
------------
MACHINERY -- 4.52%
Ames True Temper Group 1,144,717
C & M Conveyor, Inc. 1,344,320
Cymer, Inc. 453,375
Weasler Holdings LLC 1,155,041
------------
4,097,453
------------
MEDICAL DEVICES/BIOTECH -- 0.71%
Coeur, Inc. 646,572
------------
MINING, STEEL, IRON & NON
PRECIOUS METALS -- 0.06%
Better Minerals & Aggregates 54,525
------------
MISCELLANEOUS -- 1.43%
CapeSuccess LLC $ 2,512
Centerpoint Energy, Inc. 181,125
East River Ventures I, L.P. 6,783
General Semiconductor, Inc. 35,437
Invitrogen Corporation 208,125
Nucor Corporation 166,639
TCW Leveraged Income Trust, L.P. 600,000
USFlow Corporation 91,700
Victory Ventures LLC 2
Winsloew Escrow Corporation 7
------------
1,292,330
------------
OIL AND GAS -- 1.64%
Mustang Ventures Company 1,133,528
Offshore Logistics, Inc. 350,875
------------
1,484,403
------------
PERSONAL TRANSPORTATION -- 2.15%
Tronair, Inc. 1,947,075
------------
PUBLISHING & PRINTING -- 0.21%
American Media Operation, Inc. 189,438
------------
RETAIL STORES -- 4.43%
P H I Holding Company 1,181,252
Remington Arms Company 182,875
Rent-A-Center, Inc. 682,500
Rent-Way, Inc. 721,000
TVI, Inc. 1,239,430
------------
4,007,057
------------
TECHNOLOGY -- 0.22%
F E I Company 198,750
------------
TELECOMMUNICATIONS -- 0.80%
Canwest Media, Inc. 185,937
Triton P C S, Inc. 537,500
------------
723,437
------------
Total Corporate Restricted
Securities -- 106.65% $ 96,634,702
============
- --------------------------------------------------------------------------------
26
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 closed-end management investment company. David L. Babson &
Company Inc., ("Babson"), a majority owned subsidiary of Massachusetts Mutual
Life Insurance Company ("MassMutual"), acts as its investment adviser. The
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
fixed-income securities, 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 ("MMPI Subsidiary Trust") for the purpose of holding
certain investments. The MMPI Subsidiary Trust's results of operations have
been consolidated in the accompanying financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed
consistently by the Trust in the preparation of the consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America.
A. VALUATION OF INVESTMENTS:
Valuation of a security in the Trust's portfolio is made on the basis of
market price whenever market quotations are readily available and all
securities of the same class held by the Trust can be readily sold in such
market.
Nearly all securities which are acquired by the Trust directly from the
issuers and shares into which such securities may be converted or which may
be purchased on the exercise of warrants attached to such securities will be
subject to legal or contractual delays in, or restrictions on, resale and
will therefore be "restricted securities". Generally speaking, as contrasted
with open-market sales of unrestricted securities which may be effected
immediately if the market is adequate, absent an exemption from registration,
restricted securities can be sold only in a public offering for which a
registration statement is in effect under the Securities Act of 1933.
The value of restricted securities, and of any other assets for which there
are no reliable market quotations, is the fair value as determined in good
faith by the Trust's Board of Trustees (the "Trustees"). Each restricted
security is valued by the Trustees as of the time of the acquisition thereof
and at least quarterly thereafter. The Trustees have established guidelines
to aid in the valuation of each security. Generally, restricted securities
are initially valued at cost or less at the time of acquisition by the Trust.
Values greater or less than cost are thereafter used for restricted
securities in appropriate circumstances. Among the factors ordinarily
considered are the existence of restrictions upon the sale of the security by
the Trust; an estimate of the existence and 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. 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.
- --------------------------------------------------------------------------------
27
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
When market quotations are readily available for unrestricted securities of
an issuer, restricted securities of the same class are generally valued at a
discount from the market price of such unrestricted securities. The Trustees,
however, consider all factors in fixing any discount, including the filing of
a registration statement for such securities under the Securities Act of 1933
and any other developments which are likely to increase the probability that
the securities may be publicly sold by the Trust without restriction.
The Trust's Board of Trustees meets at least once in each quarter to value
the Trust's portfolio securities as of the close of business on the last
business day of the preceding quarter. This valuation requires the approval
of a majority of the Trustees of the Trust, including a majority of the
Trustees who are not interested persons of the Trust or of Babson, the
Trust's investment adviser. In making valuations, the Trustees will consider
reports by Babson analyzing each portfolio security in accordance with the
relevant factors referred to above. Babson has agreed to provide such reports
to the Trust at least quarterly.
The financial statements include restricted securities valued at $96,634,702
(106.65% of net assets) as of June 30, 2003 whose values have been determined
by the Board of Trustees in the absence of readily ascertainable market
values. Due to the inherent uncertainty of valuation, those values may differ
significantly from the values that would have been used had a ready market
for the securities existed, and the differences could be material.
The values for corporate public securities are stated at the last reported
sales price or at prices based upon quotations obtained from brokers and
dealers as of June 30, 2003, subject to discount where appropriate, and are
approved by the Trustees.
Short-term securities with more than sixty days to maturity are valued at
fair value and short-term securities having a maturity of sixty days or less
are valued at amortized cost, which approximates market value.
B. ACCOUNTING FOR INVESTMENTS:
Investment transactions are accounted for on the trade date. Dividend income
is recorded on the ex-dividend date. Interest income is recorded on the
accrual basis. The Trust does not accrue income when payment is delinquent
and when management believes payment is questionable.
The Trust has elected to accrue, for financial reporting purposes, certain
premiums and discounts which are required to be accrued for federal income
tax purposes.
Realized gains and losses on investment transactions and unrealized
appreciation and depreciation of investments are reported for financial
statement and federal income tax purposes on the identified cost method.
C. USE OF ESTIMATES:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ from
those estimates.
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28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
D. FEDERAL INCOME TAXES
No provision for federal taxes on net investment income and short-term
capital gains is considered necessary because the Trust has elected to be
taxed as a "regulated investment company" under the Internal Revenue Code,
and intends to maintain this qualification and to distribute substantially
all of its net taxable income to its shareholders. In any year when net
long-term capital gains are realized by the Trust, management, after
evaluating the prevailing economic conditions, will recommend to the Trustees
either to designate the net realized long-term gains as undistributed and to
pay the federal capital gains taxes thereon or to distribute all or a portion
of such net gains.
The Trust is taxed as a regulated investment company and is therefore limited
as to the amount of non-qualified income that it may receive as the result of
operating a trade or business, e.g. the Trust's pro rata share of income
allocable to the Trust by a partnership operating company. The Trust's
violation of this limitation could result in the loss of its status as a
regulated investment company, thereby subjecting all of its net income and
capital gains to corporate taxes prior to distribution to its shareholders.
The Trust, from time-to-time, identifies investment opportunities in the
securities of entities that could cause such trade or business income to be
allocable to the Trust. The 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 receiving any distributions from the MMPI
Subsidiary Trust, all of the MMPI Subsidiary Trust's taxable income,
including non-qualified income, is subject to taxation at prevailing
corporate tax rates.
3. INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES FEE
Under an Investment Advisory and Administrative Services Contract with the
Trust, Babson has agreed to use its best efforts to present to the Trust a
continuing and suitable investment program consistent with the investment
objectives and policies of the Trust. Babson has further agreed that it will
request each issuer of securities which MassMutual is prepared to purchase in
a private placement, and which would be consistent with the investment
objectives and policies of the Trust, to also offer such securities to the
Trust. Babson will use its best efforts to insure that issuers accede to such
requests. MassMutual has agreed that, subject to such orders of the
Securities and Exchange Commission as may apply, it will invest concurrently
with the Trust in any such investment. Babson represents the Trust in any
negotiations with issuers, investment banking firms, securities brokers or
dealers and other institutions or investors relating to the Trust's
investments. Under the contract, Babson provides administration of the
day-to-day operations of the Trust and provides the Trust with office space
and office equipment, accounting and bookkeeping services, and necessary
executive, clerical and secretarial personnel for the performance of the
foregoing services.
For its services under the Investment Advisory and Administrative Services
Contract, Babson is paid a quarterly fee equal to .225% of the value of the
Trust's net assets as of the last business day of each fiscal quarter, an
amount approximately equivalent to .90% on an annual basis. A majority of the
Trustees, including a majority of the Trustees who are not interested persons
of the Trust or of Babson, approve the valuation of the Trust's net assets.
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 period ended
June 30, 2003, the Trust incurred total interest expense on the Note of
$348,000.
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29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
The Trust may redeem the Note, in whole or in part, at the principal amount
proposed to be redeemed together with the accrued and unpaid interest thereon
through the redemption date plus the Make Whole Premium. The Make Whole
Premium equals the excess of (i) the present value of the scheduled payments
of principal and interest which the Trust would have paid but for the
proposed redemption, discounted at the rate of interest of U.S. Treasury
obligations whose maturity approximates that of the Note plus 0.50% over (ii)
the principal of the Notes proposed to be redeemed.
B. REVOLVING CREDIT AGREEMENT
The Trust entered into a $15,000,000 senior secured, floating rate, Revolving
Credit Agreement (the "Revolver") with Fleet National Bank (the "Agent
Bank"), pursuant to a credit agreement dated May 29, 1997, with a maturity
date of May 31, 2004.
The Revolver bears interest at a variable per annum rate equal to the
three-month Eurodollar rate plus a margin of .40% per annum or the most
recent Federal Funds rate plus a margin of .50% per annum. Interest is paid
to the Agent Bank as it becomes due. The Trust also incurs expense on the
undrawn portion of the total Revolver at a rate of .185% per annum.
As of June 30, 2003, there was $10,500,000 in outstanding loans against the
Revolver and the average blended rate of interest charged on the Revolver was
1.71%. For the period ended June 30, 2003, the Trust incurred total interest
expense on the Revolver of $94,116, including $4,128 related to the undrawn
portion.
5. PURCHASES AND SALES OF INVESTMENTS
For the six months ended 6/30/2003
----------------------------------
Cost of Proceeds from
Investments Sales or
Acquired Maturities
------------- --------------
Corporate restricted securities $ 27,615,375 $ 23,955,025
Corporate public securities 3,848,483 3,871,840
Short-term securities 178,963,440 181,845,734
The aggregate cost of investments was the same for financial reporting and
federal income tax purposes as of June 30, 2003. The net unrealized
depreciation of investments for financial reporting and federal tax purposes
as of June 30, 2003 is $19,569,516 and consists of $9,581,699 appreciation
and $29,151,215 depreciation.
6. QUARTERLY RESULTS OF INVESTMENT OPERATIONS
Amount Per Share
------------- --------------
March 31, 2003
----------------------------------
Investment income $ 2,409,479
Net investment income 1,872,939 $0.20
Net realized and unrealized (loss)
gain on investments 2,547,390 0.27
June 30, 2003
----------------------------------
Investment income 2,299,910
Net investment income 1,750,314 0.18
Net realized and unrealized loss on
investments 2,434,269 0.25
- --------------------------------------------------------------------------------
30
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MASSMUTUAL PARTICIPATION INVESTORS
(CONTINUED)
7. CONTINGENCIES
The Trust, together with other investors including MassMutual, is a plaintiff
in two lawsuits in connection with private placement investments made by the
Trust in Sharp International Corporation ("Sharp"). Three managing
shareholders of Sharp, which is currently being liquidated in Chapter 7
liquidation proceedings, have pleaded guilty to criminal fraud charges. Two
separate civil lawsuits were brought in New York state court in an attempt to
recover damages for lost investment funds from Sharp's working capital lender
and auditors. The lawsuit involving Sharp's working capital lender has been
dismissed prior to trial. An appeal of this dismissal is pending. The lawsuit
against Sharp's auditors is in its preliminary stages. The Trust is unable
estimate any potential recovery from these lawsuits as of June 30, 2003.
RESULTS OF SHAREHOLDER MEETING
The Annual Meeting of Shareholders was held on Friday, April 11, 2003. The
Shareholders were asked to vote (1) to elect Robert E. Joyal as a trustee for
a one year term and to re-elect Stuart H. Reese and Martin T. Hart as
trustees for a three-year term; (2) to ratify the selection of Deloitte &
Touche LLP as auditors for the fiscal year ending December 31, 2003; and (3)
to approve the continuance of the Trust's current Investment Advisory and
Administrative Services Contract with Babson. The Shareholders approved all
of the proposals. The Trust's other trustees (Donald E. Benson, Donald
Glickman, Steven A. Kandarian, Jack A. Laughery and Corine T. Norgaard)
continue to serve their respective terms following the April 11, 2003 Annual
Shareholder Meeting. The results of the Shareholder votes are set forth
below.
1. ELECTION OF TRUSTEES:
Shares: % of Shares
Trustee: For Withheld Total Voted For
-------- --- -------- ----- ---------
Robert E. Joyal 8,558,742 141,477 8,700,219 98.37%
Stuart H. Reese 8,558,742 141,477 8,700,219 98.37%
Martin T. Hart 8,552,949 147,270 8,700,219 98.31%
2. RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2003.
Shares: % of Shares
For Against Abstained Total Voted For
--- ------- --------- ----- ---------
8,538,395 104,837 56,987 8,700,219 98.13%
3. APPROVAL OF THE CONTINUANCE OF THE TRUST'S INVESTMENT ADVISORY AND
ADMINISTRATIVE SERVICES CONTRACT WITH DAVID L. BABSON AND COMPANY, INC.,
DATED OCTOBER 7, 1988.
Shares: % of Shares
For Against Abstained Total Voted For
--- ------- --------- ----- ---------
8,242,681 368,436 89,102 8,700,219 94.74%
- --------------------------------------------------------------------------------
31
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TRUSTEES OFFICERS
Donald E. Benson* Stuart H. Reese Chairman
Donald Glickman Roger W. Crandall President
Martin T. Hart* Charles C. McCobb, Jr. Vice President &
Chief Financial
Robert E. Joyal Officer
Steven A. Kandarian Stephen L. Kuhn Vice President &
Secretary
Jack A. Laughery Michael P. Hermsen Vice President
Corine T. Norgaard* Mary Wilson Kibbe Vice President
Stuart H. Reese Michael L. Klofas Vice President
Richard C. Morrison Vice President
Clifford M. Noreen Vice President
Richard E. Spencer, II Vice President
Mark B. Ackerman Treasurer
John T. Davitt, Jr. Comptroller
*Member of the Audit Committee
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
MassMutual Participation Investors offers a Dividend Reinvestment and Cash
Purchase Plan. The Plan provides a simple and automatic way for shareholders
to add to their holdings in the Trust through the receipt of dividend shares
issued by the Trust or through the reinvestment of cash dividends in Trust
shares purchased in the open market. The dividends of each shareholder will
be automatically reinvested in the Trust by Shareholder Financial Services
Inc., the Transfer Agent, in accordance with the Plan, unless such
shareholder elects not to participate by providing written notice to the
Transfer Agent. A shareholder may terminate his or her participation by
notifying the Transfer Agent in writing.
Participating shareholders may also make additional contributions to the Plan
from their own funds. Such contributions may be made by personal check or
other means in an amount not less than $100 nor more than $5,000 per quarter.
Whenever the Trust declares a dividend payable in cash or shares, the
Transfer Agent, acting on behalf of each participating shareholder, will take
the dividend in shares only if the net asset value is lower than the market
price plus an estimated brokerage commission as of the close of business on
the valuation day. The valuation day is the last day preceding the day of
dividend payment. When the dividend is to be taken in shares, the number of
shares to be received is determined by dividing the cash dividend by the net
asset value as of the close of business on the valuation date or, if greater
than net asset value, 95% of the closing share price. If the net asset value
of the shares is higher than the market value plus an estimated commission,
the Transfer Agent, consistent with obtaining the best price and execution,
will buy shares on the open market at current prices promptly after the
dividend payment date.
The reinvestment of dividends does not, in any way, relieve participating
shareholders of any federal, state or local tax. For federal income tax
purposes, the amount reportable in respect of a dividend received in
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.
- --------------------------------------------------------------------------------
ITEM 2. CODE OF ETHICS.
Not required for the semi-annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not required for the semi-annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not required for the semi-annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not required for the semi-annual report.
ITEM 6. [Reserved].
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED END
MANAGEMENT INVESTMENT COMPANIES.
Not Applicable for this filing.
ITEM 8. [Reserved].
ITEM 9. CONTROLS AND PROCEDURES.
(a) The principal executive officer (the President) and principal
financial officer (Vice President and Chief Financial Officer) of
the registrant, under the supervision, and with the participation
of, the registered management investment company's management,
have evaluated the effectiveness of the design and operation of
the registered management investment company's disclosure
controls and procedures within 90 days of the filing date of this
Form N-CSR, and have concluded that such disclosure controls and
procedures effectively ensure that information required to be
disclosed by the registrant on Form N-CSR is recorded, processed,
summarized and reported within the time periods specified in the
Commission's rules and forms.
(b) There were no significant changes in the registrant's internal
controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 10. EXHIBITS.
(a) ANY CODE OF ETHICS, OR AMENDMENTS THERETO, THAT IS THE SUBJECT OF
DISCLOSURE REQUIRED BY ITEM 2, TO THE EXTENT THAT THE REGISTRANT
INTENDS TO SATISFY THE ITEM 2 REQUIREMENTS THROUGH THE FILING OF
AN EXHIBIT.
Not Applicable for this filing.
(b) A SEPARATE CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER OF THE REGISTRANT AS REQUIRED BY RULE
30A-2 UNDER THE ACT.
Attached hereto as EX-99.302CERT for the Section 302
certifications and EX-99.906CERT for the Section 906
certifications.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): MassMutual Participation Investors
----------------------------------
By: /s/ Roger W. Crandall
----------------------------------
Roger W. Crandall, President
----------------------------------
Date: September 5, 2003
----------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934
and the Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ Roger W. Crandall
----------------------------------
Roger W. Crandall, President
----------------------------------
Date: September 5, 2003
----------------------------------
By: /s/ Charles C. McCobb, Jr.
----------------------------------
Charles C. McCobb, Jr., Vice
President, and Chief Financial Officer
----------------------------------
Date: September 5, 2003
----------------------------------