-----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, Bz0FN1w+YYGcdFzsxJ224enHfQylFOIdGu4ZsIGgOq8PjUmg9etl6SXN94EBXs8a vf59XusJar1NsuxUOdijSQ== 0000919574-98-000398.txt : 19980310 0000919574-98-000398.hdr.sgml : 19980310 ACCESSION NUMBER: 0000919574-98-000398 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980309 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMADYNE HOLDINGS CORP /DE CENTRAL INDEX KEY: 0000850660 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 742482571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43449 FILM NUMBER: 98560094 BUSINESS ADDRESS: STREET 1: 101 S HANLEY ROAD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147215573 MAIL ADDRESS: STREET 1: 101 SOUTH HANLEY RD STREET 2: SUITE 300 CITY: ST LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: TD II DATE OF NAME CHANGE: 19940131 FORMER COMPANY: FORMER CONFORMED NAME: THERMADYNE HOLDINGS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAGTEN ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0000898345 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132925888 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125296612 MAIL ADDRESS: STREET 2: 35 EAST 21ST STREET CITY: NEW YORK STATE: NY ZIP: 10010 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: 3 Name of Issuer: Thermadyne Holdings Corporation Title of Class of Securities: Common Stock, $.01 par value CUSIP Number: 883435109 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Felix Kozodoy, Magten Asset Management Corp., 35 E. 21st St., New York, New York 10010 (Date of Event which Requires Filing of this Statement) February 19, 1998 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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.: 883435109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Magten Asset Management Corp. 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds O 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: -0- 8. Shared Voting Power: 2,998,773 9. Sole Dispositive Power: -0- 10. Shared Dispositive Power: 3,517,773 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,517,773 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 31.68% 14. Type of Reporting Person CO 3 CUSIP No.: 883435109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Talton R. Embry 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds O 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 60,771 8. Shared Voting Power: 2,998,773 9. Sole Dispositive Power: 60,771 10. Shared Dispositive Power: 3,517,773 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,578,544 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 32.23% 14. Type of Reporting Person IN 5 The Schedule 13D was initially filed on July 25, 1996 (collectively, with all amendments thereto, the "Schedule 13D") by (i) Magten Asset Management Corp., a Delaware corporation ("Magten"), with respect to the shares of Common Stock beneficially owned by investment advisory clients of Magten, and (ii) Talton R. Embry ("Embry"; together with Magten, the "Filing Persons"). The Schedule 13D is hereby amended by this Amendment No. 3 as follows: Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 as reported on Schedule 13D is hereby amended and supplemented by the addition of the following paragraph: As of February 19, 1998, Magten Asset Management Corp., for itself and on behalf of certain of its investment advisory clients, entered into an amendment ("Amendment No. 1") to the voting agreement that was entered into as of January 20, 1998 among Magten, certain of its investment advisory clients, Mercury Acquisition Corporation and the Company (the "Voting Agreement"). The purpose of Amendment No. 1 was to reflect the correct number of shares subject to the Voting Agreement as listed on Schedule A thereto. Amendment No. 1 is filed as Exhibit B hereto. Item 7. Material to be Filed as Exhibits Exhibit A: Joint Filing agreement. Exhibit B: As described in Item 6. 6 Signatures The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry, Chairman /s/ Talton R. Embry ____________________________ Talton R. Embry March 9, 1998 7 Exhibit A AGREEMENT The undersigned agree that this Amendment to Schedule 13D dated March 9, 1998 relating to the Common Stock of Thermadyne Holdings Corporation shall be filed on behalf of the undersigned. MAGTEN ASSET MANAGEMENT CORP. By: /s/ Talton R. Embry _____________________________ Talton R. Embry, Chairman By: /s/ Talton R. Embry ____________________________ Talton R. Embry March 6, 1998 8 01651001.AK4 Exhibit B AMENDMENT NO. 1 TO VOTING AGREEMENT AMENDMENT NO. 1 TO VOTING AGREEMENT (this "Amendment"), dated as of February 19, 1998, by and between Mercury Acquisition Corporation, a Delaware corporation ("MergerSub"), Thermadyne Holdings Corporation, a Delaware corporation (the "Company"), and the undersigned holders (each, a "Stockholder") of shares of Company Common Stock. WHEREAS, MergerSub, the Company and the Stockholders are parties to a Voting Agreement dated as of January 20, 1998 (the "Voting Agreement"); and WHEREAS, the parties desire to amend a certain schedule of the Voting Agreement: NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein and in the Voting Agreement, the parties hereto agree as follows: 1. Schedule A of the Voting Agreement is hereby amended to read in its entirety as follows: SCHEDULE A __________ Shares of Company Stockholder Common Stock _______________________ __________________ Magten Asset Management Corp. 152,847 General Motors Employees 1,701,125 Domestic Group Pension Trust City of Los Angeles Fire and 519,000 Police Pension Systems Hughes Retirement Plans Trust 640,000 Navy Exchange Service Command 300,000 Retirement Trust Western Union Telegraph Company Pension Plan 250,601 _________ 3,517,773 9 01651001.AK4 2. Except as specifically amended by this Amendment, the Voting Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of this 19th day of February, 1998. MERCURY ACQUISITION CORPORATION By /s/ Peter T. Grauer Peter T. Grauer President THERMADYNE HOLDINGS CORPORATION By /s/ Randall E. Curran Randall E. Curran Chairman of the Board GENERAL MOTORS EMPLOYEES DOMESTIC GROUP PENSION TRUST By: Mellon Bank, N.A., solely in its capacity as Trustee for General Motors Employees Domestic Group Pension Trust as directed by Magten Asset Management Corp., and not in its individual capacity. By /s/ Bernadette Rist Bernadette Rist Authorized Signatory MAGTEN ASSET MANAGEMENT CORP. By /s/ Talton R. Embry Name: Title: 10 01651001.AK4 CITY OF LOS ANGELES FIRE AND POLICE PENSION SYSTEMS HUGHES RETIREMENT PLANS TRUST NAVY EXCHANGE SERVICE COMMAND RETIREMENT TRUST WESTERN UNION TELEGRAPH COMPANY PENSION PLAN By: Magten Asset Management Corp., as Attorney-in-Fact By /s/ Talton R. Embry Name: Title: 11 01651001.AK4 -----END PRIVACY-ENHANCED MESSAGE-----