-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jv6w2xjiJsafVjQArk6nvkND1cAEvBGm6l8UtLqsGcgtDH9qYgZWGT9ZBdvGBE0w 9awNK97zfi6rKFfX4Dw4qA== 0000009015-06-000101.txt : 20061106 0000009015-06-000101.hdr.sgml : 20061106 20061106152803 ACCESSION NUMBER: 0000009015-06-000101 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061106 DATE AS OF CHANGE: 20061106 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tennenbaum Opportunities Fund V, LLC CENTRAL INDEX KEY: 0001377269 IRS NUMBER: 870783205 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82102 FILM NUMBER: 061190133 BUSINESS ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 BUSINESS PHONE: 310-566-1000 MAIL ADDRESS: STREET 1: 2951 28TH STREET STREET 2: SUITE 1000 CITY: SANTA MONICA STATE: CA ZIP: 90405 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BABSON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000009015 IRS NUMBER: 041054788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6177613831 MAIL ADDRESS: STREET 1: 470 ATLANTIC AVENUE STREET 2: 10TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: BABSON DAVID L & CO INC DATE OF NAME CHANGE: 19920929 SC 13G 1 tena.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - ----------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. _____)* TENNENBAUM OPPORTUNITIES FUND V, LLC - ------------------------------------------------------ (Name of Issuer) COMMON SHARES - -------------------------------------- (Title of Class of Securities) 880395 10 8 - ----------------------- (Cusip Number) October 10, 2006 ______________________________________ (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 of 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.) CUSIP No. 880395 10 8 2 of 11 Pages - ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Massachusetts Mutual Life Insurance Company 04-1590850 - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Massachusetts - ---------------------------------------------------------------- Number of shares beneficially owned by each reporting person with 5. Sole Voting Power -0- ___________________ 6. Shared Voting Power 1,000 shares __________________________ 7. Sole Dispositive Power -0- ___________________ 8. Shared Dispositive Power 1,000 shares --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person 1,000 shs - --------------------------------------------------------------- CUSIP No. 880395 10 8 3 of 11 Pages - ---------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* - ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9. 13.7931% - ---------------------------------------------------------------- 12. Type of Reporting person IC - ------------------------------------------------------------------- CUSIP No. 880395 10 8 4 of 11 Pages - ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Babson Capital Management LLC, as Investment Advisor 51-0504477 - ---------------------------------------------------------------- 2. Check the appropriate box if a member of a group (a)( ) (b)( X ) - ---------------------------------------------------------------- 3. SEC use only - ---------------------------------------------------------------- 4. Citizenship or place of organization Delaware - ---------------------------------------------------------------- Number of shares beneficially owned by each reporting person with 5. Sole Voting Power -0- ___________________ 6. Shared Voting Power 1,000 shares __________________________ 7. Sole Dispositive Power -0- ___________________ 8. Shared Dispositive Power 1,000 shares --------------------------------------------------------------- 9. Aggregate amount beneficially owned by each reporting person Babson Capital Management LLC, in its capacity as investment advisor, may be deemed the beneficial owner of 1,000 shares of common stock of the Issuer which are owned by an investment advisory client. - --------------------------------------------------------------- 10. Check if the aggregate amount in row (9) excludes certain shares* - ---------------------------------------------------------------- CUSIP No. 880395 10 8 5 of 11 Pages - ---------------------------------------------------------------- 11. Percent of class represented by amount in row 9. 13.7931% - ---------------------------------------------------------------- 12. Type of Reporting person IA - -------------------------------- CUSIP No. 880395 10 8 6 of 11 Pages - ---------------------------------------------------------------- ITEM 1(A): NAME OF ISSUER: Tennenbaum Opportunities Fund V, LLC 1(B): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: c/o Tennenbaum Capital Partners, LLC 2951 28th Street, Suite 1000 Santa Monica, California 90405 Item 2(a). Name of Person Filing: (i) Massachusetts Mutual Life Insurance Company (MassMutual) (ii) Babson Capital Management LLC (Babson)as investment advisor. ITEM 2(B): Address of Principal Business Office or, if none, Residence: The address of the principal business office of MassMutual: 1295 State Street Springfield, MA 01111 The address of the principal business office of Babson: 470 Atlantic Avenue Boston, MA 02210-2208 ITEM 2(C): CITIZENSHIP: See Item 4 of each cover page. ITEM 2(D): TITLE OF CLASS OF SECURITIES: See Item 4 of each cover page ITEM 2(E): CUSIP NUMBER: See Item 4 of each cover page CUSIP No. 880395 10 8 7 of 11 Pages - ---------------------------------------------------------------- Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [x] Insurance company as defined in section 3(a)(19) of the Exchange Act. (MassMutual) (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [x] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (Babson) (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). ITEM 4: OWNERSHIP: Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1. (a) Amount beneficially owned: See Item 9 of cover pages. (b) Percent of class: See Item 11 of cover pages. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Items 5-8 of cover pages. (ii) Shared power to vote or to direct the vote: See Item 6 of cover pages. CUSIP No. 880395 10 8 8 of 11 Pages - ---------------------------------------------------------------- iii) Sole power to dispose or direct the disposition of: See Item 7 of cover pages. (iv) Shared power to dispose or direct the disposition of: See Item 8 of cover pages. ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: N/A 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: CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No. 880395 10 8 9 of 11 Pages - ---------------------------------------------------------------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 3, 2006 ---------------- Date Massachusetts Mutual Life Insurance Company By: /s/ Rodney J. Dillman --------------------------------------- Name: Rodney J. Dillman Title: Corporate Vice President and Associate General Counsel Babson Capital Management LLC By: /s/ Rodney J. Dillman --------------------------------------- Name: Rodney J. Dillman Title: Secretary and General Counsel CUSIP No. 880395 10 8 10 of 11 Pages - --------------------------------------------------------------- JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of common shares of Tennenbaum Opportunities Fund V, LLC is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. November 3, 2006 ---------------- Date Massachusetts Mutual Life Insurance Company By: /s/ Rodney J. Dillman ---------------------------------- Name: Rodney J. Dillman Title: Corporate Vice President and Associate General Counsel Babson Capital Management LLC By: /s/ Rodney J. Dillman ---------------------------- Name: Rodney J. Dillman Title: Secretary and General Counsel CUSIP No. 880395 10 8 11 of 11 Pages - -------------------------------------------------------------- November 3, 2006 Re: Schedule 13G On Behalf OF Tennenbaum Opportunities Fund V, LLC for the Month Ending October 31, 2006 Dear Sir or Madam: Massachusetts Mutual Life Insurance Company and Babson Capital Management LLC are filing today an initial Schedule 13G through the EDGAR system as required by Section 240.13d-1(b) to reflect beneficial ownership of greater than 10% of the outstanding stock of the above-mentioned issuer. Please note that the shares as to which this Schedule is filed are owned by an investment advisory client of Babson Capital Management LLC, which may be deemed a beneficial owner of the shares only by virtue of the direct or indirect investment discretion it possesses pursuant to the provisions of investment advisory agreement with such client. A copy of the Schedule 13G is being sent to the issuer as required by Rule 13d-7. Comments or questions concerning the above may be directed to the undersigned at 413-226-1064. Sincerely, Babson Capital Management LLC ss// Rodney J. Dillman // Rodney J. Dillman Secretary and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----