<PAGE>
SCHEDULE 14A
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
MassMutual Corporate Investors
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
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MassMutual Corporate Investors
Springfield, Massachusetts 01111
[LOGO OF MASSMUTUAL CORPORATE INVESTORS APPEARS HERE]
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
AND
PROXY STATEMENT
TIME
Thursday, April 24, 1997
at 2:00 p.m.
PLACE
Oak Room
Massachusetts Mutual
Life Insurance Company
1295 State Street
Springfield, Massachusetts 01111
------------------------------------------------------
Please date, fill in and sign the enclosed form of
proxy and mail it in the enclosed return envelope
which requires no postage if mailed in the United
States.
------------------------------------------------------
<PAGE>
MassMutual Corporate Investors
Springfield, Massachusetts
Dear Shareholder:
The 1997 Annual Meeting of Shareholders will be held in the Oak Room of
Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111, at 2:00 p.m., Springfield time, on Thursday, April 24,
1997. A Notice and a Proxy Statement regarding the meeting, a proxy card for
your vote at the meeting and a postage prepaid envelope in which to return your
proxy card are enclosed.
By promptly returning the enclosed proxy card you can help management avoid
the expense of sending follow-up letters to obtain the attendance of a majority
of the outstanding shares. You are earnestly requested to sign and return the
proxy card in order that the necessary quorum may be represented at the meeting.
If you find you can be present in person, you may, if you wish, revoke your
proxy then and vote your shares in person.
At the meeting, shareholders will elect three Trustees, approve or
disapprove the selection of Coopers & Lybrand L.L.P. as auditors and approve or
disapprove the continuance of the Investment Services Contract dated July 1,
1988 with Massachusetts Mutual Life Insurance Company. The Trustees recommend
that shareholders elect the nominated Trustees, ratify the selection of Coopers
& Lybrand L.L.P., and approve the continuance of the Investment Services
Contract.
I look forward to your attendance at this meeting because it will provide
us with an opportunity to inform you about the progress of the Trust.
Sincerely,
/s/ Gary E. Wendlandt
Gary E. Wendlandt
Chairman
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<PAGE>
MassMutual Corporate Investors
Notice of Annual Meeting of Shareholders
To the Shareholders of
MassMutual Corporate Investors:
Please take notice that the Annual Meeting of Shareholders of MASSMUTUAL
CORPORATE INVESTORS (the "Trust") has been called to be held in the Oak Room
of Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111, on Thursday, April 24, 1997, at 2:00 p.m., Springfield
time, for the following purposes:
(1) To re-elect Gary E. Wendlandt, Milton Cooper and Martin T. Hart as
Trustees for three-year terms and until their successors are duly elected and
qualified;
(2) To consider and ratify or reject the action taken by the Board of
Trustees in selecting Coopers & Lybrand L.L.P. as auditors for the fiscal year
ending December 31, 1997;
(3) To consider and approve or disapprove continuance of the Trust's
current Investment Services Contract with Massachusetts Mutual Life Insurance
Company, dated July 1, 1988; and
(4) To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Holders of record of the shares of the Trust at the close of business on
February 24, 1997, are entitled to vote at the meeting or any adjournment
thereof.
By order of the
Board of Trustees,
/s/ Stephen L. Kuhn
Stephen L. Kuhn
Vice President and Secretary
Springfield, Massachusetts
March 4, 1997
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<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of MASSMUTUAL CORPORATE INVESTORS (the
"Trust") for use at the Annual Meeting of its Shareholders, to be held in the
Oak Room of Massachusetts Mutual Life Insurance Company (the "Insurance
Company"), 1295 State Street, Springfield, Massachusetts 01111, on Thursday,
April 24, 1997, at 2:00 p.m., Springfield time.
Any person giving a proxy has power to revoke it by mail or in person at
any time prior to its exercise by executing a superseding proxy or by submitting
a notice of revocation to the Trust. All properly executed and unrevoked proxies
received in time for the meeting will be voted in accordance with the
instructions contained therein.
Holders of shares of beneficial interest of the Trust ("shares"), of
record at the close of business on February 24, 1997, will be entitled to one
vote per share on all business of the meeting and any adjournments. There were
4,256,724 shares outstanding on the record date.
The mailing address of the principal executive offices of the Trust is 1295
State Street, Springfield, Massachusetts 01111. This Proxy Statement and the
accompanying letter to shareholders from the Chairman of the Trust, Notice of
Annual Meeting of Shareholders and proxy card are being mailed on or about March
4, 1997, to shareholders of record on the record date.
Pursuant to the Trust's By-Laws, the presence at the Annual Meeting, in
person or by proxy, of shareholders entitled to cast a majority of the votes
shall be a quorum for the transaction of business. A plurality of votes cast is
required to elect Trustees. Thus, the three nominees for re-election as Trustees
at the Annual Meeting who receive the greatest number of votes properly cast for
the election of trustees shall be elected
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Trustees. Under the Trust's Declaration of Trust a majority of the shares voted
is required to ratify the selection of independent accountants.
An affirmative "majority vote" of the Trust's shares is required to
approve continuance of the Trust's Investment Services Contract with the
Insurance Company, dated July 1, 1988 (the "Contract"). An affirmative
"majority vote" means either (1) the holders of at least 67% of the Trust's
shares present in person or by proxy, if more than 50% of the Trust's
outstanding shares are present or represented by proxy, or (2) a majority of the
outstanding shares of the Trust, whichever is less.
Votes cast by proxy or in person at the Annual Meeting will be counted by
persons appointed by the Trust to act as election inspectors for the meeting.
The election inspectors will count the total number of votes cast "for"
approval of the proposals for purposes of determining whether sufficient
affirmative votes have been cast. The election inspectors will count shares
represented by proxies that withhold authority to vote for a nominee for
election as a Trustee or that reflect abstentions or "broker non-votes" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. As to the continuance of the
Contract, abstentions or broker non-votes have the effect of a negative vote.
With respect to the election of Trustees and the ratification of the selection
of an independent accountant, abstentions and broker non-votes have no effect on
the outcome of the proposal.
(1) ELECTION OF TRUSTEES
The Board of Trustees is currently comprised of nine Trustees with terms
expiring in 1997, 1998 and 1999. The terms of Messrs. Wendlandt, Cooper and Hart
expire this year and the Board has nominated them for three-year terms. Thus,
following the
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<PAGE>
Annual Meeting of Shareholders, the Board will be comprised of nine Trustees,
having various terms expiring in 1998, 1999 and 2000. All nominees, if elected,
are to serve their respective terms, and until each of their successors is duly
elected and qualified.
Information Concerning Nominees
Set forth below as to each nominee for Trustee, and for each Trustee whose
term will continue after this meeting, is his present office with the Trust, his
age, his principal occupation or employment during the past five years, the
organization by which he is employed and its principal business, and certain
other directorships held by him.
GARY E. WENDLANDT*
(Term expires 1997)
Nominee for election. Trustee since 1986, Chairman (since 1995) and
President (1983-1995) of the Trust. Chief Investment Officer (since 1993),
Executive Vice President (since 1992), Senior Vice President (1983-1992) of the
Insurance Company; Director (since 1991), Merrill Lynch Derivative Products,
Inc. (swap dealer); Director, Oppenheimer Acquisition Corporation (holding
company for investment advisers); Supervisory Director (since 1991),
MassMutual/Carlson CBO N.V. (collateralized bond fund); Chairman and Director
(since 1996), Antares Leveraged Capital Corp.; Director and President (since
1995), DLB Acquisition Corporation (holding company for investment advisers);
President and Chief Executive Officer (1994-1996), Director (1992-1996), Concert
Capital Management, Inc. (indirect investment advisory subsidiary of the
Insurance Company); Director (since 1994), MassMutual Corporate Value Partners
Limited (investor in debt and equity securities advised by the Insurance
Company) and MassMutual Corporate Value Limited (parent of MassMutual Corporate
Value Part-
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* Mr. Wendlandt is an "interested person" of the Trust (as defined in the
Investment Company Act of 1940, as amended) because of his position as an
officer of the Trust and of the Insurance Company.
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<PAGE>
ners Limited); Chairman and Chief Executive Officer (since 1994), MassMutual
Institutional Funds (open-end investment company advised by the Insurance
Company); Chairman (since 1995), Trustee (since 1993), Vice Chairman (1993-
1995), and President (1988-1993), MML Series Investment Fund (open-end
investment company advised by the Insurance Company); Chairman (since 1995),
Trustee (since 1988) and President (1988-1995), MassMutual Participation
Investors (closed-end investment company advised by the Insurance Company);
Director of various subsidiaries of the Insurance Company. Age: 46.
DONALD E. BENSON
(Term expires 1998)
Trustee since 1986. Executive Vice President and Director (since 1992),
Marquette Bancshares (bank holding company); Executive Vice President and
Director (1968-1992), Bank Shares Inc. (bank holding company); President and
Director (1986-1994), MEI Diversified Inc. (medical product manufacturer);
Partner (since 1996), Benson Family Limited Partnership No. 1 and Benson Family
Limited Partnership No. 2 (investment partnerships); Partner, Benson, Pinckney,
Oates Partnership (building partnership); Director, Mesaba Holdings, Inc.
(commuter airline); Delta Beverage Group Inc. (soft drink bottler and
distributor); Director (1988-1994), IJ Holding Corporation; Director (1984-
1993), Athens Bancorp, Inc., Trustee (since 1988), MassMutual Participation
Investors (closed-end investment company advised by the Insurance Company).
Age: 66.
MARSHALL D. BUTLER
(Term expires 1999)
Trustee since 1990. Chairman (since 1994), Nitzanm Venture Capital;
Director (since 1993), Chairman and Chief Executive Officer (1973-1993), AVX
Corporation (manufacturer of electronic components); Director, Kyocera Corp.;
Director (since 1993), Synercom Technology, Incorporated (computer software);
Trustee (since 1990), MassMutual
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<PAGE>
Participation Investors (closed-end investment company advised by the Insurance
Company). Age: 70.
MILTON COOPER
(Term expires 1997)
Nominee for election. Trustee since 1990. Chairman (since 1992), President
(1971-1992), Kimco Realty Corp. (shopping center ownership and management); Vice
President (1971-1992) and Director, Getty Petroleum Corp. (petroleum marketing);
Director, Blue Ridge Real Estate; Trustee (since 1990), MassMutual Participation
Investors (closed-end investment company advised by the Insurance Company).
Age: 67.
RICHARD G. DOOLEY*
(Term expires 1998)
Trustee since 1974, Vice Chairman (since 1995) and Chairman (1982-1995) of
the Trust. Consultant (since 1993), Executive Vice President and Chief
Investment Officer (1978-1993) of the Insurance Company; Director (since 1996),
Investment Technology Group, Inc.; Director, The Advest Group, Inc. (financial
services holding company), Hartford Steam Boiler Inspection and Insurance Co.,
New England Education Loan Marketing Corporation; Director (1993-1995), Luxonen
S.A. (Swedish investment fund); Director and Vice President, Oppenheimer
Acquisition Corporation; Supervisory Director (1991-1995), MassMutual/Carlson
CBO N.V. (collateralized bond fund); Director (1992-1995) Concert Capital
Management, Inc. (indirect investment advisory subsidiary of the Insurance
Company); Trustee (since 1992), Kimco Realty Corp. (shopping center ownership
and management); Director (since 1993), Jefferies Group, Inc. (financial
services holding company); Chairman (1988-1995), Vice Chairman (since 1995) and
Trustee, MML Series Investment Fund (open-end investment company advised by the
Insurance Company) and MassMutual Participation Investors (closed-end investment
company advised by the Insurance Company). Age: 67.
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* Mr. Dooley is an "interested person" of the Trust (as defined in the
Investment Company Act of 1940, as amended) because of his position as an
officer of the Trust.
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<PAGE>
SUMNER L. FELDBERG
(Term expires 1998)
Trustee since 1977. Chairman of the Board (1989-1996), Waban, Inc.
(wholesale clubs and home improvement warehouses); Chairman of the Board (1989-
1995), The TJX Companies, Inc. (off-price apparel specialty stores); Trustee
(since 1988), MassMutual Participation Investors (closed-end investment company
advised by the Insurance Company). Age: 72.
DONALD GLICKMAN
(Term Expires 1998)
Trustee since 1992. Chairman (since 1992), Donald Glickman and Company,
Inc. (investment banking); Partner (1989-1992), Peter J. Solomon Investment Co.;
Chairman and Director, CalTex Industries, Inc. (manufacturer of windows);
Director, Monro Muffler Brake, Inc.; Director (1993-1996), Steerage Corp., Inc.
(navigation equipment manufacturer); Director (1991-1994), Food Barn Stores,
Inc.; Director (1992-1993), Astra Holdings, Inc. (ordnance materials
manufacturer); Trustee (since 1992), MassMutual Participation Investors (closed-
end investment company advised by the Insurance Company). Age: 63.
MARTIN T. HART
(Term expires 1997)
Nominee for election. Trustee since 1991. President and Director, H
Corporation; Co-Manager (1983-1996), Lake Catamount Joint Venture (ski resort);
Partner, Consolidated Nursery Properties (wholesale nursery and garden center);
Director: Optical Security Group, Inc. (product security), Schuler Homes, Inc.
(housing), and PNB Financial Group (bank holding company); Director (since
1996), PJ America (pizza restaurant); Director (since 1993), PJNC, Inc. (pizza
restaurant); Director (since 1994), Unidata, Inc. (computers), Houston Pizza
Venture
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<PAGE>
(pizza restaurant); Director (1994-1996), The Bagel Group (bagel restaurant);
Director (1992-1996), PJVA, Inc. and PJV, Inc. (pizza restaurants); Director
(1993-1995), Inco Homes, Inc. (housing); Director (1992-1994), Morris Air Corp.
(airline); Director (1991-1994), Capital Bancorp; Director (1991-1992), American
Banco Corporation (collections); Director (1982-1992), First National Bank of
Leadville; Director (1979-1993), Valley State Bank; Director (1980-1993), Little
Valley Nurseries, Inc. (wholesale nursery); Trustee (since 1991), MassMutual
Participation Investors (closed-end investment company advised by the Insurance
Company). Age: 61.
JACK A. LAUGHERY
(Term expires 1999)
Trustee since 1996. Chairman (since 1994), The Bagel Group (bagel
restaurant); Consultant (since 1994), Heartland Foods (food service); Director
(since 1993), Corral America (food service) and Papa John's International (food
service); Consultant (since 1996), Papa John's Iowa (food service); Director,
Sprint Mid-Atlantic (telecommunications) and First Union National Bank; Partner
(since 1992), Papa John's V and Papa John's VA (food service); Partner (since
1994), Houston Pizza Venture (pizza restaurant); Partner, Atlantic Beach
Sheraton and Coastal Lodging (hotels); Consultant (1989-1994), Hardee's Food
Systems, Inc. (fast food restaurants); Director (1981-1995), Imasco Ltd. (food
service, banking, tobacco and drug stores); Trustee (since 1996), MassMutual
Participation Investors (closed-end investment company advised by the Insurance
Company). Age: 62.
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<PAGE>
Share Ownership of Trustees, Nominees
and Officers
The following table sets forth information concerning beneficial ownership,
as of February 7, 1997, of the Trust's shares by each Trustee and nominee for
Trustee, and by the Trust's Trustees, nominees for Trustee and officers as a
group.
<TABLE>
<CAPTION>
Name Shares Percentage of
Individual Beneficially Outstanding
or Group Owned* Shares Owned
-------- ------ ------------
<S> <C> <C>
Gary E. Wendlandt 1,282 **
Donald E. Benson 1,250 **
Marshall D. Butler 1,000 **
Milton Cooper 1,000 **
Richard G. Dooley 4,200 **
Sumner L. Feldberg 500 **
Donald Glickman 2,800 **
Martin T. Hart 4,800 0.11%
Jack A. Laughery 500 **
All Trustees, Nominees
and Officers as a Group 22,355 0.53%
</TABLE>
Information Concerning Committees and
Meetings of the Board of Trustees
The Board of the Trust has an Audit Committee, whose present members are
Messrs. Benson and Hart, neither of whom is an "interested person" of the
Trust. The Audit Committee makes recommendations to the Board of Trustees as to
the engagement or discharge of the Trust's independent auditors, supervises
investigations into matters relating to audit functions, reviews with the
Trust's independent auditors the results of the audit engagement and considers
the audit fees.
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* This information, not being within the knowledge of the Trust, has been
furnished by each nominee, Trustee and officer. Beneficial ownership is as
defined under Section 13(d) of the Securities Exchange Act of 1934, as amended.
Fractional shares are not reported.
** Less than one-tenth of one percent is not listed.
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<PAGE>
During the past fiscal year, the Board of Trustees held six regular
meetings (one of which was a telephone conference call meeting), and the Audit
Committee met once. The Trust does not have a standing nominating or
compensation committee.
Transactions with and Remuneration of
Officers and Trustees
Pursuant to the Contract, the Insurance Company pays the compensation and
expenses of the Trust's officers and employees and of all Trustees of the Trust
who are officers or employees of the Insurance Company. Thus, during its fiscal
year ended December 31, 1996, the Trust did not pay any compensation to any of
its officers or employees or to any of its Trustees who also are officers or
employees of the Insurance Company.
Trustees who are not officers or employees of the Insurance Company receive
fees of $1,200 for each Trustees' meeting which they attend (other than the
organizational meeting of the board following the Annual Meeting of Shareholders
for which no fees are paid) and annual Trustees' fees of $10,000. No meeting
fees are paid for meetings conducted by telephone conference call or by written
consent. Members of the Audit Committee receive an additional annual fee of
$600. Pursuant to a deferred compensation plan, Trustees may defer receipt of
their fees until their retirement from the Board or some other time at their
election. The aggregate direct remuneration of these Trustees and reimbursement
of their travel expenses paid by the Trust during the fiscal year ended December
31, 1996 was approximately $103,647.
The following table discloses the compensation paid to the Trust's non-
interested Trustees for the fiscal year ended December 31, 1996. All of the non-
interested Trustees also serve as Trustees of one other investment company
managed by the Insurance Company.
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<PAGE>
<TABLE>
<CAPTION>
Total
Aggregate Compensation
Name of Compensation from Fund
Trustee from the Trust Complex
----------- ------------------ ------------
<S> <C> <C>
Donald E. Benson $15,400 $23,400
Marshall D. Butler 13,600 20,400
Milton Cooper 13,600 20,400
Sumner L. Feldberg 13,600 20,400
Martin T. Hart 14,200 21,600
Donald Glickman 14,800 22,200
Jack A. Laughery 8,600 12,900
</TABLE>
(2) RATIFICATION OR REJECTION OF
APPROVAL OF AUDITORS
The Board of Trustees of the Trust, including a majority of the Trustees
who are not "interested persons" (as defined in the Investment Company Act of
1940, as amended) of the Trust, have selected Coopers & Lybrand L.L.P. to act as
auditors for the Trust for the fiscal year ending December 31, 1997. Coopers &
Lybrand L.L.P. are independent public accountants and have no direct or material
indirect interest in the Trust. The selection is subject to the approval of the
shareholders of the Trust at the forthcoming Annual Meeting. The enclosed proxy
card provides space for instructions directing the proxies named therein to vote
for or against ratification of that selection.
A representative of Coopers & Lybrand L.L.P. is expected to be present at
the forthcoming Annual Meeting. He shall have the opportunity to make a
statement if he desires to do so, and it is expected that he will be available
to respond to appropriate questions which may be posed by shareholders.
(3) APPROVAL OR DISAPPROVAL
OF CONTINUANCE OF THE
INVESTMENT SERVICES CONTRACT
The Trust has an Investment Services Contract, dated July 1, 1988 (the
"Contract") with the Insurance Company which entitles the Trust to certain
investment services from the Insurance Company. Under the
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<PAGE>
Contract, the Trust paid the Insurance Company an aggregate fee of $2,643,359
for the fiscal year ended December 31, 1996. No changes are being made in the
Contract, which was last approved by shareholders at the Trust's 1996 Annual
Meeting of Shareholders held on April 19, 1996.
At a meeting of the Board of Trustees of the Trust held on January 13,
1997, the Board of Trustees approved, and voted to recommend that shareholders
approve, the continuance of the Contract. Among other things, the Board
considered the nature of the services provided to the Trust by the Insurance
Company including the nature of the private placement market compared to public
markets. The Insurance Company is required to provide the Trust with a
continuing investment program consistent with its objectives which include
investments in a wide variety of private placement securities with equity
features attached, short-term investments and publicly-traded securities. The
Trustees concluded that the Insurance Company has developed a sizeable,
experienced and competent staff of investment professionals (including analysts,
traders, accountants, auditors and computer personnel) to support investment
activities for a wide variety of investments. The Trustees also considered the
expenses of the Trust assumed by the Insurance Company under the Contract; the
actual fees paid to the Insurance Company by the Trust for the services provided
and expenses assumed; a comparison of the Trust's fee schedule to fees charged
by other investment advisers whose investment activities include private
placement securities (including possible economy of scale and incentive fee
features); and possible benefits to the Insurance Company as a result of the
Contract (including intangibles such as increased visibility in the financial
community). In connection with the investment and administrative services
provided to the Trust by the Insurance Company, the Trustees concluded that the
administration of private placement securities (and particularly private
mezzanine securities) is more extensive, costs more and requires greater time
and expertise than a
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<PAGE>
portfolio of only public securities. Valuation of private placement securities,
for example, is more time consuming and requires significantly more expertise
than valuation of publicly-traded securities. In making comparisons with other
funds, therefore, the Trustees considered the percentage of the Trust's
portfolio comprised of private placement securities. The Trustees also
considered the Insurance Company's abilities to find and negotiate private
placement securities having equity features; the Trust's investment performance
over various periods of time; comparisons of the Trust's investment performance
to other funds investing in restricted securities and equities and to stock and
bond indices; the quality of service provided by the Insurance Company
(including the size, experience and professionalism of the Insurance Company's
investment, compliance and accounting staffs); the profitability of the Contract
to the Insurance Company; the Trust's expenses and its expense ratio compared to
other similar funds; the Insurance Company's soft dollar practices; and possible
alternatives to the engagement of the Insurance Company. The Trustees concluded,
among other things, that the investment performance of the Trust's portfolio for
the twelve-month and twenty four-month periods ended September 30, 1996 were
satisfactory and that its expense ratio (excluding interest expenses) of 1.7%
was competitive. Based on their consideration of these and other factors, the
Trustees approved, and recommended that shareholders approve, the continuation
of the Contract as now in effect.
Prior to the Annual Meeting of Shareholders on April 24, 1997, the Trustees
(including a majority of the Trustees who are not "interested persons" of the
Trust or of the Insurance Company) will meet again to review their approval and
recommendation. Subject to such further review by the Board of Trustees, the
Contract will be submitted to the Trust's shareholders for their approval or
disapproval at the forthcoming Annual Meeting.
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<PAGE>
Summary of the Contract
Under the Contract, the Insurance Company 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. The
Insurance Company has further agreed that it will request each issuer of
securities which the Insurance Company is prepared to purchase at direct
placement, and which would be consistent with the investment policies of the
Trust, to offer such securities also to the Trust and that it will use its best
efforts to insure that such request is acceded to.
The Insurance Company, at its expense, investigates and conducts relations
with the issuers of securities purchased or to be purchased directly by the
Trust and 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. The Insurance Company provides
administration of the day-to-day investment operations of the Trust and provides
the Trust with office space and office equipment, safekeeping facilities,
accounting and bookkeeping services, and necessary executive, clerical and
secretarial personnel for the performance of the foregoing services.
The Insurance Company pays the compensation and expenses of all officers
and executive employees of the Trust, and of all Trustees of the Trust who are
officers or employees of the Insurance Company, as well as the expenses of
office rent, telephone, utilities, office furniture, equipment and other office
expenses of the Trust.
The Trust pays the fees and expenses of independent advisers, independent
contractors, consultants, managers and other agents which it employs other than
through the Insurance Company. In addition, the Trust is responsible for the
payment of legal fees and expenses; the fees and disbursements of auditors,
transfer agents, dividend disbursing agents, registrars and custodians and
depositories of its assets; taxes or governmental fees; the cost of preparing
and mailing
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dividends, reports, notices and proxy material to shareholders; brokers'
commissions or underwriting fees; and insurance for its Trustees.
Expenses incurred jointly by the Trust, the Insurance Company, MassMutual
Participation Investors (another closed-end investment company advised by the
Insurance Company), MassMutual Corporate Value Partners Limited (an unregistered
investment fund) or any of them which are directly associated with the joint
purchase or sale of securities by any such parties are shared by such parties in
proportion to the relative amounts of such securities each is purchasing or
selling.
Under the Contract, the Trust pays the Insurance Company a quarterly base
rate (the "Base Fee Rate") of 5/16 of 1% of the net asset value of the Trust
(approximately equivalent to 1.25% on an annual basis), plus or minus a
performance adjustment (the "Performance Adjustment") of up to 1/16 of 1% of
the net asset value of the Trust (approximately equivalent to .25% on an annual
basis).
The Performance Adjustment is based on the Trust's performance as compared
to a benchmark rate of return (the "Target Rate") equal to 5.0 percentage
points plus an unweighted, arithmetic average of the rates of return on the
Standard & Poor's Industrials Stock Price Index (the "S&P Industrials") and
the Lehman Brothers Intermediate Corporate Bond Index (the "Intermediate Bond
Index") over a rolling three-year period (the "Measurement Period")
comprising the twelve quarters ending on the last day of each quarter (the
"Valuation Date"). The Performance Adjustment is equal to 5% of the difference
between the Trust's actual rate of return over the Measurement Period and the
Target Rate. If the Trust's actual rate of return exceeds the Target Rate, the
Base Fee Rate is increased by an amount equal to the Performance Adjustment; if
the Trust's actual rate of return is less than the Target Rate, the Base Fee
Rate is reduced by the Performance Adjustment. The Performance Adjustment is
subject to a maximum and mini-
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mum range of 1/16 of 1% of the net asset value of the Trust (approximately
equivalent to .25% on an annual basis). The advisory fee payable by the Trust is
equal to the Base Fee Rate (as adjusted by the Performance Adjustment) times the
net asset value of the Trust as of the Valuation Date.
At a meeting on January 13, 1997, the Board of Trustees of the Trust valued
the Trust's portfolio securities as of the close of business on December 31,
1996, and arrived at a value for the net assets of the Trust at that date of
$172,269,213.
The Contract provides that the Insurance Company will reimburse the Trust
for any amount, not exceeding the Insurance Company's entire advisory fee
payable by the Trust to the Insurance Company for any year, by which the
aggregate annual expenses (including the management fee, but excluding interest,
taxes, brokerage expenses and extraordinary expenses) incurred by the Trust in
such year exceed any expense limitation imposed by any state securities law or
regulations thereunder applicable to the Trust. This requirement for
reimbursement of expenses may be amended or rescinded with the approval of a
majority of the Trustees of the Trust who are not "interested persons" of the
Trust or of the Insurance Company in response to changes in the requirements of
state law, provided that no amendment or rescission shall be given retroactive
effect unless required by the change in state law.
Under the Contract, the Trust may use the name "MassMutual" or any name
derived from or similar to the name "Massachusetts Mutual" or "Massachusetts
Mutual Life Insurance Company" only for so long as the Contract or any
extension, renewal or amendment thereof remains in effect. When it is no longer
in effect, the Trust will (to the extent that it lawfully can) cease to use such
a name or any other name indicating that it is advised by or otherwise connected
with the Insurance Company.
The Contract also provides that the Insurance Company shall not be liable
for any error of judgment or
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mistake of law or for any loss suffered by the Trust except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the
Insurance Company in the performance of its duties or from reckless disregard by
the Insurance Company of its obligations and duties under the Contract.
The Contract is terminable on 60 days' written notice by the Trust's Board
of Trustees, by vote of the majority of the Trust's outstanding voting
securities or by the Insurance Company. It will terminate automatically in the
event of its assignment. Until terminated, the Contract will remain in force
from year to year to the extent approved at least annually (a) by vote of a
majority of Trustees of the Trust who are not "interested persons" of the
Trust or of the Insurance Company, cast in person at a meeting called for the
purpose of voting on such approval, and (b) specifically either by the Trust's
Board of Trustees or by vote of a majority of the Trust's outstanding voting
securities.
Shareholder approval of the continuance of the Contract is not a
requirement of law. The Board of Trustees, however, believes it is desirable for
the Trust's shareholders to have an opportunity to give or withhold such
approval. If such approval is withheld the Contract will not automatically
terminate, but the Trustees will determine what action to take in the best
interests of shareholders of the Trust. Approval of the continuance of the
Contract will require the affirmative "majority vote" of the shareholders.
Allocation of Portfolio Brokerage
Transactions in direct placement securities are on a negotiated basis.
Brokers and dealers who execute any portfolio transaction for the Trust will be
selected primarily on the basis of obtaining the best price and execution of
each transaction. In seeking the best price and execution for securities traded
only in the over-the-counter market, the Trust will normally deal directly with
the principal market-makers unless a more favorable price may be obtained
through other brokers or dealers.
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When it can be done consistent with the policy of obtaining best price and
execution, it is the Insurance Company's practice to place orders with brokers
and dealers who supply market quotations to the Trust or its agents for
portfolio valuation purposes, or who supply research, market and statistical
information to the Trust or Insurance Company. Except for implementing the
policy stated above, there is no intention to place portfolio transactions with
particular brokers or dealers or groups thereof. Although certain research,
market and statistical information from brokers and dealers can be useful to the
Trust and the Insurance Company, it is the opinion of the Insurance Company that
such information is only supplementary to the Insurance Company's own research
effort, since the information must still be analyzed, weighed and reviewed by
the Insurance Company's staff. Such information may be useful to the Insurance
Company in providing services to clients other than the Trust, and not all such
information is used by the Insurance Company in connection with the Trust.
Conversely, such information provided to the Insurance Company by brokers and
dealers through whom other clients of the Insurance Company effect securities
transactions may be useful to the Insurance Company in providing services to the
Trust.
During the fiscal year ended December 31, 1996, the Trust paid an aggregate
sum of $69,731 in brokerage commissions. Portfolio turnover for the fiscal year
ended December 31, 1996 was 64.89%.
INVESTMENT ADVISER
The names and addresses of each director of the Insurance Company and his
or her principal occupations are given below:
THOMAS B. WHEELER
1295 State Street
Springfield, Massachusetts 01111
Chairman of the Board of Directors and Chief Executive Officer of the
Insurance Company.
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<PAGE>
ROGER G. ACKERMAN
One Riverfront Plaza
Corning, New York 14831
Chairman and Chief Executive Officer, Corning Incorporated (manufacturer of
specialty materials, communication equipment, and consumer products).
JAMES R. BIRLE
2 Greenwich Plaza
Suite 100
Greenwich, Connecticut 06830
President, Resolute Partners LLC
FRANK C. CARLUCCI III
1001 Pennsylvania Avenue N.W.
Suite 220S
Washington, D.C. 20004
Chairman, The Carlyle Group, Inc.
GENE CHAO
733 S.W. Vista Avenue
Portland, Oregon 97205-1203
Chairman and Chief Executive Officer, Computer Projections, Inc.
PATRICIA DIAZ DENNIS
175 East Houston
San Antonio, Texas 78205
Senior Vice President and Assistant General Counsel, SBC Communications
Inc.
ANTHONY DOWNS
1775 Massachusetts Avenue N.W.
Washington, D.C. 20036-2188
Senior Fellow, The Brookings Institution (non-profit research center).
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<PAGE>
JAMES L. DUNLAP
1201 Louisiana, Suite 1400
Houston, Texas 77002-5603
President and Chief Operating Officer, United Meridian Corporation (oil
exploration).
WILLIAM B. ELLIS
31 Pound Foolish Lane
Glastonbury, Connecticut 06033
Retired; former Chairman, Northeast Utilities (electric utility).
ROBERT M. FUREK
100 Pearl Street
Hartford, Connecticut 06103-4506
Retired; former President and Chief Executive Officer, Heublein, Inc.
(beverage distributor).
CHARLES K. GIFFORD
100 Federal Street
Boston, Massachusetts 02110
Chief Executive Officer, The First National Bank of Boston and Bank of
Boston Corporation.
WILLIAM N. GRIGGS
75 Wall Street
20th Floor
New York, New York 10005
Managing Director, Griggs & Santow, Inc. (business consultant).
GEORGE B. HARVEY
663 Ponus Ridge
New Canaan, Connecticut 06840
Retired; former Chairman, President and Chief Executive Officer, Pitney
Bowes, Inc. (office machines manufacturer).
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BARBARA BARNES HAUPTFUHRER
1700 Old Welsh Road
Huntingdon Valley, Pennsylvania 19006
Director: The Vanguard Group of Investment Companies, The Great Atlantic
and Pacific Tea Company, Inc. (operator of retail food stores), Knight-Ridder,
Inc. (publisher of daily newspapers and operator of cable television and
business information systems), Raytheon Company (electronics), Alco Standard
Corp. (diversified manufacturer and distributor).
SHELDON B. LUBAR
777 East Wisconsin Avenue, Suite 3380
Milwaukee, Wisconsin 53202
Chairman, Lubar & Co. Incorporated (investment management and advisory
company).
WILLIAM B. MARX, JR.
600 Mountain Avenue
Room 6A-502
Murray Hill, New Jersey 07974
Consultant, Lucent Technologies Inc. (public telecommunications systems and
software).
JOHN F. MAYPOLE
P.O. Box 1223
Toccoa, Georgia 30577
Managing Partner, Peach State Real Estate Holding Company (real estate).
DONALD F. McCULLOUGH
210 Madison Avenue
New York, New York 10016
Retired; former Chairman of the Board of Directors, Chief Executive Officer
and President, Collins & Aikman Corp. (manufacturer of textile products).
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<PAGE>
JOHN J. PAJAK
1295 State Street
Springfield, Massachusetts 01111
President, Director and Chief Operating Officer of the Insurance Company.
BARBARA SCOTT PREISKEL
60 East 42nd Street, Suite 3125
New York, New York 10165
Attorney-at-Law.
ALFRED M. ZEIEN
Prudential Tower
Boston, Massachusetts 02199
Chairman and Chief Executive Officer, The Gillette Company (manufacturer of
personal care products).
Executive Officers of the Trust (other than Trustees) who are officers of
the Insurance Company are listed below with their current titles.
STUART H. REESE
President (since 1995), Executive Vice President (1993-1995) of the Trust.
Executive Director (since 1997), Senior Vice President (1993-1997) of the
Insurance Company. Age: 41.
ROBERT E. JOYAL
Senior Vice President (since 1989) of the Trust. Senior Managing Director
(since 1996), Vice President and Managing Director (1989-1996) of the Insurance
Company. Age: 52.
HAMLINE C. WILSON
Vice President and Chief Financial Officer (since 1988) of the Trust.
Senior Managing Director (since 1996), Vice President and Managing Director
(1989-1996) of the Insurance Company. Age: 59.
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<PAGE>
CLIFFORD M. NOREEN
Vice President (since 1993) of the Trust. Managing Director (since 1996),
Vice President (1995-1996), Second Vice President (1992-1994),
Director/Investments (1989-1992) of the Insurance Company. Age: 39.
STEPHEN L. KUHN
Vice President and Secretary (since 1988) of the Trust. Vice President and
Associate General Counsel (since 1992), Second Vice President and Associate
General Counsel (1988-1992) of the Insurance Company. Age: 50.
RAYMOND B. WOOLSON
Treasurer (since 1992) of the Trust; Senior Managing Director (since 1996),
Second Vice President (1992-1996), Director/Fund Account Administration (1989-
1992) of the Insurance Company. Age: 38.
Other officers of the Trust who are officers or employees of the Insurance
Company are: Thomas J. Finnegan, Jr., John B. Joyce, Richard C. Morrison, Mary
E. Wilson, Mark A. Ahmed, Roger W. Crandall, Andrew C. Dickey, Walter T. Dwyer,
Michael P. Hermsen, William H. Jefferis, Michael L. Klofas, Thomas T.S. Li,
Kathleen Lynch, Mary Ann Z. McCarthy, Richard E. Spencer II, Lawrence D.
Stillman, John B. Wheeler, Lisa J. Yoerg, Mark B. Ackerman, Norman B. Flebotte,
Bruno R. Umbro, Elizabeth A. Kelliher and Lisa M. Kusek.
The Insurance Company also advises MassMutual Participation Investors
("Participation Investors"), a closed-end, diversified management investment
company, having net assets of $97.2 million as of December 31, 1996. The
Insurance Company's Investment Advisory and Administrative Services Contract
with Participation Investors provides that the Insurance Company is to be paid a
quarterly fee equal to 0.225% of the value of the net assets of Par-
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<PAGE>
ticipation Investors as of the close of business on the last business day of
each fiscal quarter (approximately equivalent to .90% on an annual basis). The
Insurance Company has entered into a subadministrative contract with Dean Witter
Reynolds, Inc., through its InterCapital Division ("InterCapital"), under
which InterCapital will perform, subject to the Insurance Company's supervision,
certain administrative services for Participation Investors. The Insurance
Company, however, remains obligated to provide such services to Participation
Investors. InterCapital is paid a quarterly fee equal to 0.0375% of the value of
the net assets of Participation Investors as of the close of business on the
last business day of each fiscal quarter (approximately equivalent to 0.15% on
an annual basis).
<TABLE>
<CAPTION>
Net Assets Advisory Fee
as of (on an
Name of Fund 12/31/96 annual basis)
- ------------ -------- -------------
<S> <C> <C>
MassMutual
Participation $97.2 million .90% of net assets
Investors
</TABLE>
In addition to acting as investment adviser and administrator to the Trust
and Participation Investors, the Insurance Company acts as investment adviser to
MML Series Investment Fund and MassMutual Institutional Funds, which are open-
end management investment companies investing in publicly traded securities.
Section 16(a) Beneficial Ownership
Reporting Compliance
During the fiscal year ended December 31, 1996, Clifford M. Noreen and
Raymond B. Woolson inadvertently failed to timely file a Form 3 upon becoming
executive officers of the Trust.
PROPOSALS BY SHAREHOLDERS
Any shareholder intending to present a proposal at the Annual Meeting to be
held in 1998 who wishes to have such proposal included in the Trust's proxy
material for that meeting should forward the written
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<PAGE>
proposal to the Trust, Attention: Secretary. Proposals must be received on or
before November 4, 1997, to be considered for inclusion in the Trust's proxy
material for its 1998 Annual Meeting.
(4) OTHER MATTERS
The Board of Trustees knows of no business to be brought before the meeting
other than as set forth above. If, however, any other matters properly come
before the meeting, it is the intention of the persons named in the enclosed
proxy card to vote proxies on such matters in accordance with their best
judgment. Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Trust. The expenses connected with the
solicitation of these proxies and with any further proxies which may be
solicited by the Trust's officers in person, by telephone or by telegraph will
be borne by the Trust. In addition, the Trust may retain an outside firm to
solicit proxies, which would involve additional expenses, payable by the Trust.
If the Trust does retain such an outside firm, the anticipated cost may be
approximately $15,000. The Trust will reimburse banks, brokers, and other
persons holding the Trust's shares registered in their names or in the names of
their nominees, for their expenses incurred in sending proxy material to and
obtaining proxies from the beneficial owners of such shares.
If any shareholders desire additional information about the matters
proposed for action, the management will be glad to hear from them and to
provide further information.
ANNUAL REPORT
The Annual Report of the Trust for its fiscal year ended December 31, 1996,
including financial statements, a schedule of the Trust's investments as of such
date and other data, was mailed, on or about February 28, 1997, to all
shareholders of record as of the record date. The financial statements
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<PAGE>
included in such Annual Report are incorporated herein by reference. Any
shareholder may request a copy of the Annual Report and the most recent
quarterly report by calling (toll-free) the Trust's transfer agent, Shareholder
Financial Services, Inc., at 1-800-647-7374.
By order of the
Board of Trustees,
/s/ Stephen L. Kuhn
Stephen L. Kuhn
Vice President and Secretary
1295 State Street
Springfield, Massachusetts 01111
March 4, 1997
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<PAGE>
APPENDIX
FORM OF PROXY
MASSMUTUAL CORPORATE INVESTORS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Stephen L. Kuhn and Hamline C. Wilson, and
each of them, attorneys and proxies of the undersigned, with power of
substitution to vote all shares of MassMutual Corporate Investors (the "Trust")
which the undersigned is entitled to vote at the Annual Meeting of shareholders
of the Trust to be held in the Oak Room of Massachusetts Mutual Life Insurance
Company, 1295 State Street, Springfield, Massachusetts 01111, on Thursday, April
24, 1997, at 2:00 p.m. Springfield time, and at any adjournments thereof (the
"Annual Meeting").
THIS PROXY WILL BE VOTED ON ITEMS (1), (2) AND (3) IN ACCORDANCE WITH THE
INSTRUCTIONS GIVEN ON THIS CARD, AND IN THE ABSENCE OF INSTRUCTIONS THE
UNDERSIGNED HEREBY AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE FOR ITEMS
(1), (2) AND (3).
PLEASE SIGN ON REVERSE SIDE
SEE REVERSE
SIDE
Please mark votes as in this example.
1. Election of Trustees
Nominees: Gary E. Wendlandt, Milton Cooper and Martin T. Hart for the terms set
forth in the proxy statement.
FOR WITHHELD
For all nominees except as noted above
2. Ratification of the selection of Coopers & Lybrand L.L.P. as auditors for the
fiscal year ending December 31, 1997.
FOR AGAINST ABSTAIN
3. Approval of continuances of the Trust's Investment Services Contract with
Massachusetts Mutual Life Insurance Company, dated July 1, 1988.
FOR AGAINST ABSTAIN
1
<PAGE>
FOR AGAINST ABSTAIN
4. In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Annual Meeting.
MARK HERE FOR
ADDRESS CHANGE AND
NOTE AT LEFT.
MARK HERE IF
YOU PLAN TO ATTEND
THE MEETING.
Signature: Date:
Signature: Date:
Please sign exactly as your name or names appear. When signing as joint tenant,
all parties to the joint tenancy should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title as
such. Please mail the completed and signed proxy to SFSI, P.O. Box 173673,
Denver, CO 80217-3673
2
