-----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, PJsf5+PyqIczYjJXvYIrrzOKpftPCn+PdArbObHr23nzt9Q//M94oCvqZ4bbOCfY pAixxln7oIHAJb6qZ17Ygw== 0000315066-96-000928.txt : 19960216 0000315066-96-000928.hdr.sgml : 19960216 ACCESSION NUMBER: 0000315066-96-000928 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960214 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THERMADYNE HOLDINGS CORP /DE CENTRAL INDEX KEY: 0000850660 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 742482571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43449 FILM NUMBER: 96519147 BUSINESS ADDRESS: STREET 1: 101 S HANLEY ROAD CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147215573 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: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13G/A 1 SCHEDULE 13G - 2-14-96 - THERMADYNE HOLDINGS CORPORATION SCHEDULE 13G Amendment No. 1 Thermadyne Holdings Corporation common stock Cusip # 883435109 Filing Fee: No Cusip # 883435109 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: Commonwealth of Massachusetts Item 5: 16,499 Item 6: None Item 7: 2,456,920 Item 8: None Item 9: 2,456,920 Item 11: 23.62% Item 12: HC Cusip # 883435109 Item 1: Reporting Person - Edward C. Johnson 3d - (Tax ID: ###-##-####) Item 4: United States of America Item 5: None Item 6: None Item 7: 2,456,920 Item 8: None Item 9: 2,456,920 Item 11: 23.62% Item 12: IN Cusip # 883435109 Item 1: Reporting Person - Abigail P. Johnson - (Tax ID: ###-##-####) Item 4: United States of America Item 5: None Item 6: None Item 7: 2,456,920 Item 8: None Item 9: 2,456,920 Item 11: 23.62% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Thermadyne Holdings Corporation Item 1(b). Name of Issuer's Principal Executive Offices: 101 South Hanley Road St Louis, MO 63105-1557 Item 2(a). Name of Person Filing: FMR Corp. Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: common stock Item 2(e). CUSIP Number: 883435109 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR Corp., is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 2,456,920 (b) Percent of Class: 23.62% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 16,499 (ii) shared power to vote or to direct the vote: None (iii) sole power to dispose or to direct the disposition of: 2,456,920 (iv) shared power to dispose or to direct the disposition of: None 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. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of Thermadyne Holdings Corporation . The interest of one person, Fidelity Capital & Income Fund, an investment company registered under the Investment Company Act of 1940, in the common stock of Thermadyne Holdings Corporation , amounted to 2,252,642 shares or 21.65% of the total outstanding common stock at December 31, 1995. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit(s) A and B. Item 8. Identification and Classification of Members of the Group. Not applicable, see attached Exhibit A. 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 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, I certify that the information set forth in this Schedule 13G in connection with FMR Corp.'s beneficial ownership of the common stock of Thermadyne Holdings Corporation at December 31, 1995 is true, complete and correct. February 14, 1996 Date /s/Arthur S. Loring Signature Arthur S. Loring, Vice President Name/Title SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 2,416,993 shares or 23.23% of the common stock outstanding of Thermadyne Holdings Corporation ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The ownership of one investment company, Fidelity Capital & Income Fund, amounted to 2,252,642 shares or 21.65% of the common stock outstanding. Fidelity Capital & Income Fund has its principal business office at 82 Devonshire Street, Boston, Massachusetts 02109. Edward C. Johnson 3d, FMR Corp., through its control of Fidelity, and the Funds each has sole power to dispose of the 2,416,993 shares owned by the Funds. Neither FMR Corp. nor Edward C. Johnson 3d, Chairman of FMR Corp., has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Fidelity Management Trust Company, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR Corp. and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 39,927 shares or 0.38% of the common stock outstanding of the Company as a result of its serving as investment manager of the institutional account(s). Edward C. Johnson 3d and FMR Corp., through its control of Fidelity Management Trust Company, has sole dispositive power over 39,927 shares and sole power to vote or to direct the voting of 16,499 shares, and no power to vote or to direct the voting of 23,428 shares of common stock owned by the institutional account(s) as reported above. Members of the Edward C. Johnson 3d family and trusts for their benefit are the predominant owners of Class B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. Mr. Johnson 3d owns 12.0% and Abigail P. Johnson owns 24.5% of the aggregate outstanding voting stock of FMR Corp. Mr. Johnson 3d is chairman of FMR Corp. and Abigail P. Johnson is a Director of FMR Corp. The Johnson family group and all other Class B shareholders have entered into a shareholder's voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholder's voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 14, 1996, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the common stock of Thermadyne Holdings Corporation at December 31, 1995. FMR Corp. By /s/Arthur S. Loring Arthur S. Loring Vice President - Legal Edward C. Johnson 3d By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 5/17/89 On File with Schedule 13G for Airborne Freight Corp. 9/10/91 Abigail P. Johnson By /s/Arthur S. Loring Arthur S. Loring Under Power of Attorney dated 1/5/96 On File with Schedule 13G for Acclaim Entertainment Inc. 1/10/96 Fidelity Management & Research Company By /s/Arthur S. Loring Arthur S. Loring Sr. V.P. and General Counsel Fidelity Capital & Income Fund By /s/Arthur S. Loring Arthur S. Loring Secretary -----END PRIVACY-ENHANCED MESSAGE-----