UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Optical Security Group Inc.
_______________________________________________________________________
(Name of Issuer)
Common
_______________________________________________________________________
(Title and Class of Securities)
683848204
______________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
*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).
CUSIP No. 683848204 13G Page 1 of 3 Pages
________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Massachusetts Mutual Life Insurance Company
04-1590850
_________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(A) _______
(B) __x____
_________________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________________
4 CITIZENSHIP OF PLACE OF ORGANIZATION
Commonwealth of Massachusetts
_________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES 250,000 Common Shares; 83,333 Warrants
____________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH not applicable
____________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 250,000 Common Shares; 83,333 Warrants
____________________________________________________
8 SHARED DISPOSITIVE POWER
not applicable
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
250,000 Common Shares; 83,333 Warrants
_________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
not applicable
_________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.4%
_________________________________________________________________________
12 TYPE OF REPORTING PERSON *
IC (insurance company)
_________________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 683848204 13G Page 2 of 3 Pages
________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MassMutual Corporate Value Partners Ltd
_________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(A) _______
(B) __x____
_________________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________________
4 CITIZENSHIP OF PLACE OF ORGANIZATION
Cayman Islands
_________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF
SHARES 125,000 Common Shares; 41,667 Warrants
____________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH not applicable
____________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 125,000 Common Shares; 41,667 Warrants
____________________________________________________
8 SHARED DISPOSITIVE POWER
not applicable
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
125,000 Common Shares; 41,667 Warrants
_________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES *
not applicable
_________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.7%
_________________________________________________________________________
12 TYPE OF REPORTING PERSON *
CO (corporation)
_________________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 683848204 13G Page 3 of 3 Pages
_______________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MassMutual High Yield Partners II
04-3325219
_______________________________________________________________________
2. CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X ]
_______________________________________________________________________
3. SEC USE ONLY
_______________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
_______________________________________________________________________
5. SOLE VOTING POWER
NUMBER OF SHARES
BENIFICIALLY 125,000 Shares Common
OWNED BY EACH
REPORTING ______________________________________________________
PERSON WITH 6. SHARED VOTING POWER
Not Applicable
______________________________________________________
7. SOLE DISPOSITIVE POWER
125,000 Shares Common
_____________________________________________________
8. SHARED DISPOSITIVE POWER
not applicable
____________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
125,000 Shares Common
______________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
not applicable
_______________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.1%
__________________________________________________________________
12. TYPE OF REPORTING PERSON
CO (CORPORATION)
__________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT
ITEM 1(a). Name of Issuer: Optical Security Group Inc.
ITEM 1(b). Address of Issuer's Principal Executive Offices:
535 16th Street
Suite 920
Denver, CO 80202
ITEM 2(a). Name of Person Filing:
This statement is filed on behalf of Massachusetts
Mutual Life Insurance Company, MassMutual
Corporate Value Partners Ltd., and MassMutual
High Yield Partners II which together may be
regarded as a group for the purpose of this
statement. This statement is
signed on behalf of both the aforementioned parties,
and therefore, it does not include a separate
agreement providing for a joint filing.
ITEM 2(b). Address of Principal Business Office:
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
1295 State Street
Springfield, Massachusetts 01111
MASSMUTUAL CORPORATE VALUE PARTNERS LTD.
Cayman Islands
MASSMUTUAL HIGH YIELD PARTNERS II
1295 State Street
Springfield, Massachusetts 01111
ITEM 2(c). Citizenship
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY is
organized under the laws of the Commonwealth of Massachusetts
MASSMUTUAL CORPORATE VALUE PARTNERS LTD. is
organized under the laws of Cayman Islands
MASSMUTUAL HIGH YIELD PARTNERS II is
organized under the laws of the the Commonwealth of Massachusetts
ITEM 2(d). Title of Class of Securities: Common Stock
ITEM 2(e). CUSIP NUMBER: 683848204
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),
MassMutual Corporate Value Partners
Ltd., and MassMutual High Yield Partners II,
corporations which together may be
regarded as a group pursuant to Rule
13d-1(b) (ii) (H).
ITEM 4. Ownership:
This statement is filed to report information as of
December 31, 1998
(a) Amount Beneficially Owned:
Massachusetts Mutual Life Insurance Company,
MassMutual Corporate Value Partners Ltd.,
and MassMutual High Yield Partners II
own respectively 250,000,125,000,
and 125,00 shares of Common Stock. Massachusetts
Mutual Life Insurance Company and MassMutual
Corporate Value Partners Ltd. own respectively
83,333 and 41,667 warrants exercisable
into common shares.
Total shares of common stock owned directly and
indirectly: 625,000
The filing of this statement shall not be construed
as an admission that Massachusetts Mutual Life
Insurance Company, MassMutual Corporate Value Partners
Ltd., and MassMutual High Yield Partners II
are for the purposes
of sections 13(d) and 13(g) of the Securities
Exchange Act of 1934, the beneficial owners of any
common stock of the issuer.
(b) Percent of Class:
Percentage of ownership is calculated as follows:
500,000 Common Shares + 125,000 Common Shares from
Warrants / 125,000 shares from warrants +
+ 6,069,000 shares outstanding = 10.1%
(c) Powers:
Massachusetts Mutual Life Insurance Company,
MassMutual Corporate Value Partners Ltd., and
MassMutual High Yield Partners II have sole
power to vote or dispose of respectively 333,333,
166,667 and 125,000 shares of common stock.
ITEM 5. Ownership of Five Percent or Less of a Class:
Not applicable
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 the Group:
Not applicable
ITEM 10. Certification:
By signing below, MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,MASSMUTUAL CORPORATE VALUE
PARTNERS LTD., and MASSMUTUAL HIGH YIELD
PARNERS II, certify to the best of their knowledge and
belief, the securities referred to
above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purpose or effect.
Signature
- ---------
After reasonable inquiry and to the best of my
knowledge and belief, MASSACHUSETTS MUTUTAL LIFE
INSURANCE COMPANY, MASSMUTUAL CORPORATE VALUE PARTNERS
LTD., and MASSMUTUAL HIGH YIELD PARTNERS II
certify that the information set forth in this
statement is true, complete and correct.
February 4, 1999 February 4, 1999
________________ ______________________
Date Date
MASSACHUSETTS MUTUAL MASSMUTUAL CORPORATE
LIFE INSURANCE COMPANY VALUE PARTNERS LTD
by: signature by MassMutual Life Insurance
Company as Investment Manager
Charles McCobb Jr. by: signature
Managing Director
Charles McCobb Jr.
Managing Director
February 4, 1999
______________________
Date
MASSMUTUAL HIGH YIELD
PARTNERS II
by MassMutual Life Insurance
Company as Investment Manager
By: signature
Charles McCobb Jr.
Managing Director
