Schedule 13G

-----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, LDyB+R4k4OmxIOK30Bkgt0YsqRj90qo2c+EphsOSZIwgFTiddodGm7IPUfXm7gYW 3zLx3NT+R2U0oWy6o1mFzg== 0001193125-07-014639.txt : 20070129 0001193125-07-014639.hdr.sgml : 20070129 20070129074507 ACCESSION NUMBER: 0001193125-07-014639 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070129 DATE AS OF CHANGE: 20070129 GROUP MEMBERS: FLAGG STREET OFFSHORE, LP GROUP MEMBERS: FLAGG STREET PARTNERS LP GROUP MEMBERS: FLAGG STREET PARTNERS QUALIFIED LP GROUP MEMBERS: JONATHAN STARR 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: 07558822 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: Flagg Street Capital LLC CENTRAL INDEX KEY: 0001321850 IRS NUMBER: 743123494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 44 BRATTLE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 BUSINESS PHONE: 617-876-6085 MAIL ADDRESS: STREET 1: 44 BRATTLE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02138 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Thermadyne Holding Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

883435307

(CUSIP Number)

January 19, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ 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).


CUSIP No. 883435307		13G		Page 2 of 9 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Jonathan Starr
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		USA


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		726,750
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		726,750
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person	¨

	726,750
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.	Percent of Class Represented by Amount in Row (9)

	5.5%
12.	Type of Reporting Person (See Instructions)

	IN


CUSIP No. 883435307		13G		Page 3 of 9 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Flagg Street Capital LLC I.R.S. Identification No. 74-3123494
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		726,750
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		726,750
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	726,750
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	5.5%
12.	Type of Reporting Person (See Instructions)

	IA


CUSIP No. 883435307		13G		Page 4 of 9 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Flagg Street Partners LP I.R.S. Identification No. 16-1702721
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		66,345
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		66,345
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	66,345
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	0.5%
12.	Type of Reporting Person (See Instructions)

	PN


CUSIP No. 883435307		13G		Page 5 of 9 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Flagg Street Partners Qualified LP I.R.S. Identification No. 16-1702722
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Delaware


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		183,999
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		183,999
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	183,999
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	1.4%
12.	Type of Reporting Person (See Instructions)

	PN


CUSIP No. 883435307		13G		Page 6 of 9 Pages


1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).

		Flagg Street Offshore, LP I.R.S. Identification No. 16-1702723
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) x
		(b) ¨
3.		SEC Use Only

4.		Citizenship or Place of Organization

		Cayman Islands


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power

		476,406
		6. Shared Voting Power

		0
		7. Sole Dispositive Power

		476,406
		8. Shared Dispositive Power

		0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person

	476,406
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)	¨

11.	Percent of Class Represented by Amount in Row (9)

	3.6%
12.	Type of Reporting Person (See Instructions)

	PN

Page 7 of 9 Pages

Item 1.

(a)

Name of Issuer:

Thermadyne Holding Corporation (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

16052 Swingley Road

Suite 300

Chesterfield, MO 63017

Item 2.

This joint statement on Schedule 13G is being filed by Jonathan Starr, Flagg Street Capital LLC, Flagg Street Partners LP, Flagg Street Partners Qualified LP and Flagg Street Offshore, LP, who are collectively referred to as the “Reporting Persons.” Mr. Starr is the controlling managing member of Flagg Street Capital LLC (“Capital”). Capital is an investment adviser registered under Section 203 of the Investment Advisers Act, and is the sole general partner of each of Flagg Street Partners LP (“Partners”), Flagg Street Partners Qualified LP (“Qualified”), and Flagg Street Offshore, LP (“Offshore” and together with Partners and Qualified, the “Funds”). Information with respect to each of the Reporting Persons is as follows:

(a)

Names of Persons Filing:

The names of the Reporting Persons are Jonathan Starr, Flagg Street Capital LLC, Flagg Street Partners LP, Flagg Street Partners Qualified LP and Flagg Street Offshore, LP.

(b)

Address of Principal Business Office:

The principal business office of the Reporting Persons with respect to the shares reported hereunder is 44 Brattle Street, Cambridge, MA 02138.

(c)

Citizenship:

Mr. Starr is a U.S. citizen. Capital is a Delaware limited liability company. Partners and Qualified are Delaware limited partnerships. Offshore is a Cayman Islands partnership.

(d)

Title of Class of Securities:

Common Stock, par value $0.01 per share (“Common Stock”)

(e)

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:

N/A

Page 8 of 9 Pages


Item 4.		Ownership

		In the aggregate, the Reporting Persons beneficially own 726,750 shares of Common Stock of the Issuer, representing approximately 5.5% of the outstanding shares of such class of securities. The beneficial ownership of each Reporting Person is as follows: Each of Capital, as the sole general partner of each of the Funds, and Mr. Starr, as the manager of Capital, beneficially owns 726,750 shares of Common Stock of the Issuer, representing approximately 5.5% of the outstanding shares of such class of securities. Partners beneficially owns 66,345 shares of Common Stock of the Issuer, representing approximately 0.5% of the outstanding shares of such class of securities. Qualified beneficially owns 183,999 shares of Common Stock of the Issuer, representing approximately 1.4% of the outstanding shares of such class of securities. Offshore beneficially owns 476,406 shares of Common Stock of the Issuer, representing approximately 3.6% of the outstanding shares of such class of securities. The percentage of the shares of Common Stock beneficially owned by each Reporting Person is based on a total of 13,329,702 shares of Common Stock of the Issuer outstanding as of November 13, 2006, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2006.

		Each Fund has the sole power to vote and dispose of the Ordinary Shares beneficially owned by such Fund. Each of Capital, as the sole general partner of each of the Funds, and Starr, as the manager of Capital, has the sole power to vote and dispose of all of the shares of Common Stock reported in this joint statement Schedule 13G. Each of Capital and the Funds hereby disclaims any beneficial ownership of any such shares of Common Stock.

Item 5.		Ownership of Five Percent or Less of a Class

		N/A

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		N/A

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

		N/A

Item 8.		Identification and Classification of Members of the Group

		The Reporting Persons together comprise the members of the Group.

Item 9.		Notice of Dissolution of Group

		N/A

Item 10.		Certification

		By signing below I hereby 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 Pages

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:		January 29, 2007

FLAGG STREET PARTNERS LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ Jonathan Starr
		Jonathan Starr
		Managing Member

FLAGG STREET PARTNERS QUALIFIED LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ Jonathan Starr
		Jonathan Starr
		Managing Member

FLAGG STREET OFFSHORE LP

By:		Flagg Street Capital LLC
		General Partner

By:		/s/ Jonathan Starr
		Jonathan Starr
		Managing Member

FLAGG STREET CAPITAL LLC

By:		/s/ Jonathan Starr
		Jonathan Starr
		Managing Member

JONATHAN STARR

By:		/s/ Jonathan Starr
		Jonathan Starr

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