-----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, ITcnP8XNMGSXxtJVpVrgd2PWsAQPDE0FnN+kBN6AoVLz+l1Eauze+4OZ0Y+03oZ9 Ti1Y1q6WXl5dcdgLMJNUVQ== 0000919574-98-000598.txt : 19980611 0000919574-98-000598.hdr.sgml : 19980611 ACCESSION NUMBER: 0000919574-98-000598 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980610 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: 98645712 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.: 4 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) May 27, 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: 227,897 9. Sole Dispositive Power: -0- 10. Shared Dispositive Power: 267,339 11. Aggregate Amount Beneficially Owned by Each Reporting Person 267,339 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 2 13. Percent of Class Represented by Amount in Row (11) 8.3% 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: 4,618 8. Shared Voting Power: 227,897 9. Sole Dispositive Power: 4,618 10. Shared Dispositive Power: 267,339 11. Aggregate Amount Beneficially Owned by Each Reporting Person 271,957 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 4 13. Percent of Class Represented by Amount in Row (11) 8.4% 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. 4 as follows: Item 5. Interest in Securities of the Issuer. Item 5 as reported on Schedule 13D is hereby amended and restated in its entirety as follows: (a) Magten has beneficial ownership of an aggregate 267,339 shares of Common Stock of the Company, constituting approximately 8.3% of the 3,236,898 shares of Common Stock reported by the Company as outstanding as of June 9, 1998. All of these shares of Common Stock are beneficially owned by investment advisory clients of Magten (collectively, the "Investment Advisory Shares"). Magten has shared voting power (with its investment advisory clients and Embry) with respect to 227,897 of the shares of Common Stock owned by these clients and shared dispositive power (with its investment advisory clients and Embry) with respect to all 267,339 shares of Common Stock owned by these clients. Magten may be deemed to be the beneficial owner of the Investment Advisory Shares. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, Magten hereby declares that the filing of this Schedule 13D shall not be construed as an admission that it is the beneficial owner of the Investment Advisory Shares. (b) Embry, as sole stockholder and a Managing Director of Magten, may be deemed to beneficially own all the shares of Common Stock beneficially owned by Magten, as described in Item 5(a) above. In addition, Embry directly owns 61 shares of Common Stock. Embry has sole voting and dispositive power with respect to these 61 shares of Common Stock. Embry, as trustee of four pension trusts for the benefit of current and former employees of Magten including himself (the "Pension Trusts"), also has sole voting and dispositive power with respect to 4,304 shares of Common 6 Stock owned by such trusts (collectively, the "Pension Trust Shares"). Embry, has sole voting and investment power with respect to 168 shares of Common Stock held by his minor children and with respect to 65 shares of Common Stock held by his wife (collectively, the "Family Shares"). Embry, as trustee for a trust for the benefit of a family members (the "Family Trust"), also has sole voting and dispositive power with respect to 20 shares owned by such trust (the "Family Trust Shares"). The shares described in Item 5(a) as beneficially owned by Magten with respect to which Embry may be deemed a beneficial owner, together with the additional shares described in this Item 5(b) with respect to which Embry may also be deemed a beneficial owner, aggregate 271,957 shares of Common Stock and constitute approximately 8.4% of the outstanding shares of Common Stock of the Company. Pursuant to Rule 13d-4, Embry hereby declares that the filing of this Schedule 13D shall not be construed as an admission that he is the beneficial owner of the Investment Advisory Shares, the Pension Trust Shares (to the extent such shares exceed his and his wife's pro rata interest as beneficiaries of such trusts), the Family Shares or the Family Trust Shares. (c) The shares of Common Stock sold by the Filing Persons in the sixty days prior to May 27, 1998 were sold in connection with the merger between the Company and Mercury Acquisition Corporation (the "Merger"). The Merger was effected pursuant to an Agreement and Plan of Merger dated as of January 20, 1998 (the "Merger Agreement"). The Merger Agreement was approved by the stockholders of the Company on May 21, 1998. In connection with the Merger, Magten sold 3,250,434 shares of Common Stock that it may have been deemed to beneficially own and Mr. Embry disposed of 3,306,587 shares he may have been deemed to beneficially own. On May 27, 1998 the Filing Persons received $34.50 per share for the shares of Common Stock of the Company that they sold in connection with the Merger. (d) The beneficial owners of the Investment Advisory Shares have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of such shares. The beneficiaries of the Pension Trusts, the Family Trusts, Embry's wife and Embry's 7 minor children have the right to receive dividends from or proceeds from the sale of the Pension Trust Shares, the Family Trust Shares, and the Family Shares, respectively. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Filing Persons have no contract, arrangement, understanding or relationship with any person with respect to the Common Stock of the Company. Item 7. Material to be Filed as Exhibits Exhibit A: Joint Filing agreement. 8 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 June 10, 1998 9 Exhibit A AGREEMENT The undersigned agree that this Amendment to Schedule 13D dated June 10, 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 June 10, 1998 10 01651001.AL0 -----END PRIVACY-ENHANCED MESSAGE-----