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UNITED STATES
SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
MassMutual Participation Investors
(NAME OF ISSUER)
Common Shares
(TITLE OF CLASS OF SECURITIES)
576299101
(CUSIP NUMBER)
December 31, 2008
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 576299101 13G PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS:
Massachusetts Mutual Life Insurance Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
1,386,268
NUMBER OF ----- ------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----- ------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,386,268
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,386,268
Massachusetts Mutual Life Insurance Company holds a $12,000,000 Senior
Fixed Rate Convertible Note that is convertible into an equivalent dollar
amount of common shares.
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [X]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.30%
The conversion rate of the Senior Fixed Rate Convertible Note is based on
the market price of MassMutual Participation Investor's common shares, so
Massachusetts Mutual Life Insurance Company's beneficial ownership may be
slightly greater than or less than 10% at the end of any given month.
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12 TYPE OF REPORTING PERSON
IC
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CUSIP No. 576299101 13G PAGE 3 OF 6 PAGES
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Item 1(a) Name of Issuer:
MassMutual Corporate Investors
1(b) Address of Issuer's Principal Executive Offices:
1500 Main Street
Springfield, MA 01115
Item 2(a) Name of Person Filing:
Massachusetts Mutual Life Insurance Company
2(b) Address of Principal Business Office or, if None, Residence:
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
2(c) Citizenship:
Commonwealth of Massachusetts
2(d) Title of Class of Securities:
Common Shares
2(e) CUSIP Number:
576299101
Item 3 This statement is filed pursuant to Rule 13d-1(b) by Massachusetts
Mutual Life Insurance Company, an insurance company as defined in
Section 3(a)(19) of the Securities Exchange Act of 1934.
Item 4 Ownership
4(a) Amount beneficially owned:
Massachusetts Mutual Life Insurance Company ("MassMutual") is the
holder of a $12,000,000 MassMutual Participation Investors ("MMPI")
Senior Fixed Rate Convertible Note (the "Note") issued by the
Trust in 1995 due December 13, 2011. The dollar amount
of principal of the Note is convertible into an equivalent
dollar amount of MMPI's common shares based upon the average
price of MMPI's common shares for ten business days prior to
MassMutual's notice of conversion. The ten business day average
closing market price of MMPI's common shares for
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CUSIP No. 576299101 13G PAGE 4 OF 6 PAGES
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the ten-day period ended December 31, 2008 was $8.89 and as such
the Note would have converted into approximately 1,349,831
common shares if the Note had been converted as of December
31, 2008. Since the conversion rate is based on the market price
of MMPI's common shares, MassMutual's beneficial ownership may be
slightly greater than or less than 10% at the end of any given
month. Additionally, MassMutual owns 36,437 common shares
of MMPI.
Total shares of common shares owned directly and indirectly:
1,386,268 (subject to change with market). Additionally,
Babson Capital Management LLC, a wholly-owned indirect subsidiary
of MassMutual, is the beneficial owner of 143,404 common
shares of MMPI.
The filing of this statement shall not be construed as an
admission that MassMutual is for the purpose of Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any of the common shares stock of MMPI, including the
common shares held by Babson Capital Management LLC.
4(b) Percent of Class:
The 1,386,268 common shares mentioned above represent 12.30% of
MMPI's common shares calculated as follows:
1,386,268 (common shares from conversion based on a conversion price
of $8.89 + outstanding common shares owned) / 1,349,831 (number of new
common shares that would be issued by MMPI upon conversion) + 9,927,243
(common shares outstanding as of December 31, 2008) = 12.30%
Since the conversion rate is based on the market price of MMPI's
common shares, MassMutual's beneficial ownership may be slightly
greater than or less than 10% at the end of any given month.
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,386,268 (subject
to change with market)
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
1,386,268 (subject to change with market)
(iv) shared power to dispose or to direct the disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
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CUSIP No. 576299101 13G PAGE 5 OF 6 PAGES
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Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
Item 10 Certifications:
By signing below MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY certifies
that, to the best of its knowledge and belief, the security referred to above
was acquired and is held in the ordinary course of business and was not acquired
and is not held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and was not acquired and is not held
in connection with or as a participant in any transaction having that purpose or
effect.
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CUSIP No. 576299101 13G PAGE 6 OF 6 PAGES
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY certifies that the information set
forth in this statement is true, complete, and correct.
February 13, 2009
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: /s/ Christopher A. DeFrancis
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Name: Christopher A. DeFrancis
Title: Vice President and Associate General Counsel