UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
HEIN-WERNER CORPORATION
________________________________________________________________________
(Name of Issuer)
Common
________________________________________________________________________
(Title of Class of Securities)
423002104
_______________________________
(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).
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Page 1 of 4 pages
CUSIP No. 423002104
13G
________________________________________________________________________
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 59,713
____________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH not applicable
____________________________________________________
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 59,713
____________________________________________________
8 SHARED DISPOSITIVE POWER
not applicable
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
59,713
_________________________________________________________________________
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
2.0%
_________________________________________________________________________
12 TYPE OF REPORTING PERSON *
IC (insurance company)
_________________________________________________________________________
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 2 of 4 pages
CUSIP NO. 423002104
13G
_________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MASSMUTUAL CORPORATE INVESTORS
04-2483041
_________________________________________________________________________
2 CHECK THE 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 59,713
SHARES ___________________________________________________
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY not applicable
EACH ___________________________________________________
7 SOLE DISPOSITIVE POWER
REPORTING 59,713
PERSON WITH ___________________________________________________
8 SHARED DISPOSITIVE POWER
not applicable
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,713
_________________________________________________________________________
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
2.0%
_________________________________________________________________________
12 TYPE OF REPORTING PERSON *
IV (investment company)
_________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILING
<PAGE>
Page 3 of 4
CUSIP NO. 423002104
13G
_________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MASSMUTUAL PARTICIPATION INVESTORS
04-3025730
_________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A 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 59,713
SHARES ___________________________________________________
6 SHARED VOTING POWER
BENEFICIALLY not applicable
OWNED BY EACH ___________________________________________________
7 SOLE DISPOSITIVE POWER
REPORTING 59,713
PERSON WITH ___________________________________________________
8 SHARED DISPOSITIVE POWER
not applicable
_________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,713
_________________________________________________________________________
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
2.0%
_________________________________________________________________________
12 TYPE OF REPORTING PERSON *
IV (investment company)
_________________________________________________________________________
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 4
ITEM 1(a). Name of Issuer: Hein-Werner Corp.
ITEM 1(b). Address of Issuer's Principal Executive Offices:
2120 N Pewaukee Road
Waukesha, WI 53188-2404
ITEM 2(a). Name of Person Filing:
This statement is filed on behalf of Massachusetts
Mutual Life Insurance Company, MassMutual Corporate
Investors, and MassMutual Participation Investors
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 INVESTORS
1295 State Street
Springfield, Massachusetts 01111
MASSMUTUAL PARTICIPATION INVESTORS
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 INVESTORS is organized
under the laws of the Commonwealth of Massachusetts
MASSMUTUAL PARTICIPATION INVESTORS is organized
under the laws of the Commonwealth of Massachusetts
ITEM 2(d). Title of Class of Securities: Common Stock
ITEM 2(e). CUSIP NUMBER: 423002104
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 Investors, an investment
company registered under Section 8 of the Investment
Company Act of 1940, and MassMutual Participation
Investors an investment company reqistered
under Section 8 of the Investment Company
Act of 1940 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, 1997.
(a) Amount Beneficially Owned:
Massachusetts Mutual Life Insurance Company,
MassMutual Corporate Investors, and MassMutual
Participation Investors each own 59,713 warrants
exercisable for a like amount of common stock.
Total shares of common stock owned directly and
indirectly: 179,140.
The filing of this statement shall not be construed
as an admission that Massachusetts Mutual Life
Insurance Company, MassMutual Corporate Investors,
or MassMutual Participation Investors 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:
179,140(shares held) / 179,140 (shares from exercise
of warrant) + 2,898,000 (shares
outstanding) = 5.8%
(c) Powers:
Massachusetts Mutual Life Insurance Company,
has sole power to vote or dispose of 59,713 shares,
MassMutual Corporate Investors has sole power to vote
and dispose of 59,713 shares and MassMutual
Participation Investors has sole power to vote and
dispose of 59,713 shares.
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:
Note 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 INVESTORS,
and MASSMUTUAL PARTICIPATION INVESTORS 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 knowledge
and belief, MASSACHUSETTS MUTUTAL LIFE INSURANCE
COMPANY and MASSMUTUAL CORPORATE INVESTORS
and MASSMUTUAL PARTICIPATION INVESTORS
certify that the information set forth in this
statement is true, complete and correct.
February 12, 1998 February 12, 1998
_____________________ ____________________________
Date Date
MASSACHUSETTS MUTUAL MASSMUTUAL CORPORATE
LIFE INSURANCE COMPANY INVESTORS
By: /s/Hamline C. Wilson By: /s/Hamline C. Wilson
Name Name
Hamline C. Wilson Hamline C. Wilson
Vice President Vice President and CFO
_________________________ ____________________________
(Print Name and Title (Print Name and Title
of Person Signing) of Person Signing)
February 12, 1998 February 12, 1998
________________________ ____________________________
Date Date
MASSMUTUAL PARTICIPATION MASSMUTUAL CORPORATE VALUE
INVESTORS PARTNERS LTD
By: /s/Hamline C. Wilson By: /s/Raymond B. Woolson
Name Name
Hamline C. Wilson Raymond B. Woolson
Vice President and CFO Vice President
_______________________ ____________________________
Print Name and Title Print Name and Title
of Person Signing of Person Signing
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