-----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, T5epZ6iZ+SzTfRDwfOekaD53MDebnbe0WBin/+0IuYNXQJjyTVGUIUB7nKfDqTmv kalRBlNW79Y5jS4HmD8fzg== 0001144204-06-003728.txt : 20060202 0001144204-06-003728.hdr.sgml : 20060202 20060202111905 ACCESSION NUMBER: 0001144204-06-003728 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060202 DATE AS OF CHANGE: 20060202 GROUP MEMBERS: LAKEWAY CAPITAL MANAGEMENT, LLC GROUP MEMBERS: ROBERT LIETZOW 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43449 FILM NUMBER: 06572163 BUSINESS ADDRESS: STREET 1: 16052 SWINGLEY RIDGE RD. STREET 2: SUITE 300 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 636 728 3032 MAIL ADDRESS: STREET 1: 16052 SWINGLEY RIDGE RD. STREET 2: SUITE 300 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: TD II DATE OF NAME CHANGE: 19940131 FORMER COMPANY: FORMER CONFORMED NAME: TD II /DE/ DATE OF NAME CHANGE: 19940131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yaupon Partners LP CENTRAL INDEX KEY: 0001323483 IRS NUMBER: 043429603 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 840 APOLLO STREET SUITE 223 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 310 647 4214 MAIL ADDRESS: STREET 1: 840 APOLLO STREET SUITE 223 CITY: EL SEGUNDO STATE: CA ZIP: 90245 SC 13G 1 v034404_sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.   )*
 
Thermadyne Holdings Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

883435307

 (CUSIP Number)

January 25, 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:
o
Rule 13d-1(b)
 
x
Rule 13d-1(c)
 
o
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).



Page 2 of 9


CUSIP No.  883435307
 
 
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Yaupon Partners L.P.   04-3429603
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a) x
   
(b) o
 
 
3.
SEC Use Only
 
 
4.
Citizenship or Place of Organization
Delaware
     
5. 
Sole Voting Power
726,976
   
Number of
Shares
6. 
Shared Voting Power
0
Beneficially
Owned by
Each
 
7. 
 
 Sole Dispositive Power
 726,976
Reporting
Person With
 
8. 
 
Shared Dispositive Power
0
     
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
726,976
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
     
 
11.
Percent of Class Represented by Amount in Row (9)
5.45%
     
 
12.
Type of Reporting Person (See Instructions)
PN



Page 3 of 9
 
 
     
1.
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Lakeway Capital Management, LLC
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a) x
   
(b) o
     
 
3.
SEC Use Only
     
 
4.
Citizenship or Place of Organization
Delaware
     
5.
Sole Voting Power
1,154,246
Number of
Shares
 
6.
 
Shared Voting Power
0
Beneficially
Owned by
Each
 
7.
 
Sole Dispositive Power
1,154,246
Reporting
Person With
 
8.
 
Shared Dispositive Power
0
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,154,246
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
     
 
11.
Percent of Class Represented by Amount in Row (9)
8.66%
     
 
12.
Type of Reporting Person (See Instructions)
IA



Page 4 of 9

 
        
1.           
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Robert Lietzow
     
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
   
(a) x
   
(b) o
     
 
3.
SEC Use Only
     
 
4.
Citizenship or Place of Organization
United States
     
5.
Sole Voting Power
1,154,246
Number of
Shares
 
6.
 
Shared Voting Power
0
Beneficially
Owned by
Each
 
7.
 
Sole Dispositive Power
1,154,246
Reporting
Person With
 
8.
 
Shared Dispositive Power
0
     
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,154,246
     
 
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
 
11.
Percent of Class Represented by Amount in Row (9)
8.66%
     
 
12.
Type of Reporting Person (See Instructions)
IN
 
 

Page 5 of 9

 
Item 1.
 
 
(a)
Name of Issuer
Thermadyne Holdings Corp.
 
(b)
Address of Issuer’s Principal Executive Offices
16052 Swingley Ridge Road, Suite 300
Chesterfield, MO 63017
 
Item 2.
 
 
(a)
Name of Person Filing
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
(c)
Citizenship
 
   
This Statement is being filed by Yaupon Partners, L.P. whose principal office is located at 840 Apollo Street, Suite 223, El Segundo, California 90245.  Yaupon Partners, L.P. may be deemed to have sole power to vote and dispose of 726,976 shares of Common Stock held of record by it. Lakeway Capital Management, LLC whose principal office is located at 840 Apollo Street, Suite 223, El Segundo, California 90245, is the general partner of Yaupon Partners, L.P. and as general partner may be deemed to have sole power to vote and dispose of a total of 726,976 shares of Common Stock held of record by Yaupon Partners, L.P. Lakeway Capital Management, LLC is an investment adviser registered with the State of California and has sole dispositive power with respect to a total of 1,154,246 shares of Common Stock managed by it on behalf Yaupon Partners, L.P. and its other clients.  Robert Lietzow, whose address is 840 Apollo Street, Suite 223, El Segundo, California 90245, as sole manager and sole member of Lakeway Capital Management, LLC may be deemed to have sole power with respect to 1,154,246 shares of Common Stock managed by Lakeway Capital Management, LLC.  Lakeway Capital Management, LLC and Robert Lietzow hereby disclaim beneficial ownership of, the foregoing shares.
 
(d)
Title of Class of Securities
 
 
(e)
CUSIP Number
 
 
   
This statement is being filed as to the Common Stock of Thermadyne Holdings Corp., CUSIP Number 883435307.
     
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
(a)
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
 
 
(e)
o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
(f)
o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
(g)
o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
 
(h)
o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
(j)
o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
Not applicable.
 
 

Page 6 of 9
 
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.
 
 
 
Yaupon Partners, L.P.
     
(a)
Amount beneficially owned:   
726,976

  (b)
Percent of class:   
5.45%

 
  (c)
Number of shares as to which the person has:
 

 
(i)
Sole power to vote or to direct the vote
726,976

 
 
(ii)
Shared power to vote or to direct the vote    
0

 
 
(iii)
Sole power to dispose or to direct the disposition of   
726,976

 
 
(iv)
Shared power to dispose or to direct the disposition of   
0

 
Lakeway Capital Management, LLC
     
(a)
Amount beneficially owned:   
1,154,246

 
  (b)
Percent of class:   
8.66%

 
  (c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote
1,154,246

 
 
(ii)
Shared power to vote or to direct the vote    
0

 
 
(iii)
Sole power to dispose or to direct the disposition of   
1,154,246

 
 
(iv)
Shared power to dispose or to direct the disposition of   
0

 
 
 

Page 7 of 9
 
 
 
Robert Lietzow
(a)
Amount beneficially owned:   
1,154,246

 
  (b)
Percent of class:   
0%

 
  (c)
Number of shares as to which the person has:

 
(i)
Sole power to vote or to direct the vote
1,154,246

 
 
(ii)
Shared power to vote or to direct the vote    
0

 
 
(iii)
Sole power to dispose or to direct the disposition of   
1,154,246

 
 
(iv)
Shared power to dispose or to direct the disposition of   
0

 
 

Page 8 of 9
 
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 o.
   
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 or Control Person
 
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.

Page 9 of 9

SIGNATURE

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.

 
Date: February 1, 2006        
         
         
Robert Lietzow
 
Yaupon Partners , L.P.
   
             
By:
/s/ Robert Lietzow
 
By:
/s/ Robert Lietzow
   
 

 Robert Lietzow

Robert Lietzow,
 
 
Managing Member of its General Partner,
 
 
Lakeway Capital Management, LLC
 
Lakeway Capital Management LLC
 
 
By:
/s/ Robert Lietzow

Robert Lietzow, Managing Member
   
 
 
   
 
 

 
 
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