-----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, EMmt2GtBjR5NW3F/xaiQMJau6CMuusZyo3PNRLXEiWZcxD1AA6XcH7vyako7A7qU hP6SidxIbn8wHWOSODL4gw== 0000921530-05-000591.txt : 20050919 0000921530-05-000591.hdr.sgml : 20050919 20050919172806 ACCESSION NUMBER: 0000921530-05-000591 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050919 DATE AS OF CHANGE: 20050919 GROUP MEMBERS: ANGELO, GORDON & CO., L.P. GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON 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: 1934 Act SEC FILE NUMBER: 005-43449 FILM NUMBER: 051092064 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: ANGELO GORDON & CO LP/NY CENTRAL INDEX KEY: 0000860662 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13D/A 1 angelogordon_13da1-091905.txt AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* THERMADYNE HOLDINGS CORPORATION ------------------------------- (Name of Issuer) Common Stock, Par Value $0.01 Per Share --------------------------------------- (Title of Class of Securities) 883435109 --------- (CUSIP Number) Ann E. Tadajweski, Esq. Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 13, 2005 ------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss.240.13d-7 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 disclosures provided in a prior cover page. The information required on 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). Continued on following page(s) Page 1 of 10 Pages Exhibit Index: Page 10 SCHEDULE 13D CUSIP No. 883435109 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ANGELO, GORDON & CO., L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 4,629,695 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 4,629,695 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,629,695 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 34.8% 14 Type of Reporting Person (See Instructions) IA; PN SCHEDULE 13D CUSIP No. 883435109 Page 3 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JOHN M. ANGELO 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 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 7 Sole Voting Power Shares 0 Beneficially 8 Shared Voting Power Owned By 4,629,695 Each 9 Sole Dispositive Power Reporting 0 Person 10 Shared Dispositive Power With 4,629,695 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,629,695 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 34.8% 14 Type of Reporting Person (See Instructions) IN; HC SCHEDULE 13D CUSIP No. 883435109 Page 4 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MICHAEL L. GORDON 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 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 7 Sole Voting Power Shares 0 Beneficially 8 Shared Voting Power Owned By 4,629,695 Each 9 Sole Dispositive Power Reporting 0 Person 10 Shared Dispositive Power With 4,629,695 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,629,695 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 34.8% 14 Type of Reporting Person (See Instructions) IN; HC Page 5 of 10 Pages This Amendment No. 1 to Schedule 13D relates to shares of common stock, par value $0.01 per share (the "Shares"), of Thermadyne Holdings Corporation (the "Issuer"). This Amendment No. 1 amends the initial statement on Schedule 13D, filed on June 5, 2003, (the "Initial Statement"), by the Reporting Persons (as defined herein). This Amendment No. 1 is being filed by the Reporting Persons to report that, as a result of recent sales of the Shares, the beneficial ownership of each of the Reporting Persons has decreased by more than one percent of the outstanding Shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is amended as follows. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Angelo, Gordon & Co., L.P. ("Angelo, Gordon"); ii) John M. Angelo, in his capacities as a managing member of JAMG LLC, which is the general partner of AG Partners, L.P., which is the sole general partner of Angelo, Gordon, and as the chief executive officer of Angelo, Gordon ("Mr. Angelo"); and iii) Michael L. Gordon, in his capacities as a managing member of JAMG LLC, which is the general partner of AG Partners, L.P., which is the sole general partner of Angelo, Gordon, and as the chief operating officer of Angelo, Gordon ("Mr. Gordon"). This statement relates to Shares held for the accounts of Angelo, Gordon and certain private investment funds (the "Funds") for which Angelo, Gordon acts as general partner and/or investment adviser. The Reporting Persons Angelo, Gordon is a Delaware limited partnership. AG Partners, L.P., a Delaware limited partnership, is the sole general partner of Angelo, Gordon. JAMG LLC, a Delaware limited liability company, is the general partner of AG Partners, L.P. John M. Angelo is a managing member of JAMG LLC and the chief executive officer of Angelo, Gordon. Michael L. Gordon is the other managing member of JAMG LLC and the chief operating officer of Angelo, Gordon. Angelo, Gordon, and AG Partners, L.P. through Angelo, Gordon, are engaged in the investment and investment management business. The principal occupation of each of John M. Angelo and Michael L. Gordon is his respective position as an officer of Angelo, Gordon at Angelo, Gordon's principal office. John M. Angelo and Michael L. Gordon are United States citizens. The principal business address of each of JAMG LLC, AG Partners, L.P., Angelo, Gordon, John M. Angelo and Michael L. Gordon is 245 Park Avenue, New York, New York 10167. Current information concerning the identity and background of the executive officers of Angelo, Gordon is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2. During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Page 6 of 10 Pages Item 5. Interest in Securities of the Issuer. The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 5. According to information filed by the Issuer with the Securities and Exchange Commission on its most recent Form 10-Q for the quarterly period ended June 30, 2005, the number of Shares outstanding was 13,313,973 as of August 1, 2005. (a) Each of Angelo, Gordon, Mr. Angelo and Mr. Gordon may be deemed to be the beneficial owner of 4,629,695 Shares (approximately 34.8% of the total number of Shares outstanding). This number includes 4,629,695 Shares held for the accounts of the Funds. (b) (i) Angelo, Gordon may be deemed to have sole power to direct the voting and disposition of the 4,629,695 Shares held for the accounts of the Funds. (ii) Each of Mr. Angelo and Mr. Gordon, as a result of their positions with Angelo, Gordon, may be deemed to have shared power to direct the voting and disposition of the 4,629,695 Shares held for the accounts of the Funds. (c) Except as set forth in Item 6 below, there have been no transactions effected with respect to the Shares since July 21, 2005 (60 days prior to the date hereof) by any of the Reporting Persons. (d) The partners and shareholders of the Funds have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by the Funds in accordance with their ownership and partnership interests, respectively, in the Funds. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As previously reported in the Initial Statement, the Funds acquired beneficial ownership of Shares pursuant to the Plan of Reorganization which became effective on May 23, 2003. In connection with the issuance of Shares to the Funds pursuant to the Plan of Reorganization, the Issuer and Angelo, Gordon, on behalf of the Funds, entered into a Registration Rights Agreement, dated as of May 23, 2003, pursuant to which the Issuer agreed, subject to certain conditions and limitations, to use its commercially reasonable efforts to cause the registration of the Shares issued to the Funds in connection with the Plan of Reorganization. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms of such document which is incorporated herein by reference in response to this Item 6. Under a registration statement of the Issuer on Form S-3 filed on July 27, 2005 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act"), as supplemented by a prospectus dated September 6, 2005 filed pursuant to Rule 424(b) under the Securities Act, Angelo, Gordon sold an aggregate of 251,345 Shares as follows: (i) 7,345 Shares at $13.75 per Share on September 12, 2005 and (ii) 244,000 Shares at $13.50 per Share on September 13, 2005. Except as set forth above, the Reporting Persons do not have any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer. Page 7 of 10 Pages Item 7. Material to Filed as Exhibits. The Exhibit Index is incorporated herein by reference. Page 8 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: September 19, 2005 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P., Its General Partner By: JAMG LLC Its General Partner By: /s/ Michael L. Gordon ------------------------------- Name: Michael L. Gordon Title: Managing Member Date: September 19, 2005 JOHN M. ANGELO /s/ John M. Angelo ------------------------------------ Date: September 19, 2005 MICHAEL L. GORDON /s/ Michael L. Gordon ------------------------------------ Page 9 of 10 Pages ANNEX A Executive Officers of Angelo, Gordon & Co., L.P. Name/Citizenship Principal Occupation Business Address - ---------------- -------------------- ---------------- John M. Angelo Chief Executive Officer 245 Park Avenue (United States) New York, NY 10167 Michael L. Gordon Chief Operating Officer 245 Park Avenue (United States) New York, NY 10167 Fred Berger Chief Administrative Officer 245 Park Avenue (United States) New York, NY 10167 Joseph R. Wekselblatt Chief Financial Officer 245 Park Avenue (United States) New York, NY 10167 To the best of the Reporting Persons' knowledge: (a) None of the above persons hold any Shares. (b) None of the above persons has any contracts, arrangements, understandings or relationships with respect to the Shares. Page 10 of 10 Pages EXHIBIT INDEX B. Registration Rights Agreement dated as of May 23, 2003 (incorporated by reference to Exhibit 4.3 of the Issuer's 10-Q for the period ended June 30, 2003 filed on August 14, 2003) -----END PRIVACY-ENHANCED MESSAGE-----