UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
FORM 3
OMB APROVAL
OMB NUMBER: 3235-0104
Expires: September 30, 1998
Estimated average burden
hours per response........0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
1. Name and Address of Reporting Person*
DLJ Merchant Banking II, Inc.
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(Last) (First) (Middle)
277 Park Avenue
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(Street)
New York NY 10172
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(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
5/22/98
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3. IRS or Social Security Number of Reporting Person (Voluntary)
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4. Issuer Name and Ticker or Trading Symbol
Thermadyne Holdings Corporation (TDHC)
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5. Relationship of Reporting Person to Issuer (Check all applicable)
Director X 10% Owner
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Officer (give title below) Other (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
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7. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
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X Form filed by More than One Reporting Person
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Table I Non-Derivative Securities Beneficially Owned
<TABLE>
<CAPTION>
1. Title of Security 2. Amount of Securities 3. Ownership 4. Nature of Indirect
(Instr. 4) Beneficially Owned Form: Direct Beneficial Ownership
(Instr. 4) (D) or Indirect (Instr. 5)
(I)(Instr. 5)
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<C> <C> <C> <C>
Common Stock 1,643,283 (I) (1) (13) (16) (18) (19)
Common Stock 65,443 (I) (2) (13) (16) (18) (19)
Common Stock 80,808 (I) (3) (13) (16) (18) (19)
Common Stock 96,074 (I) (4) (14) (16) (18) (19)
Common Stock 35,679 (I) (5) (14) (16) (18) (19)
Common Stock 291,758 (I) (6) (16) (18) (19)
Common Stock 26,570 (I) (7) (13) (16) (18) (19)
Common Stock 5,182 (I) (8) (13) (16) (18) (19)
Common Stock 7,378 (I) (9) (13) (15) (16) (18) (19)
Common Stock 43,478 (I) (10) (17) (18) (19)
Common Stock 309,881 (I) (11) (15) (18) (19)
Common Stock 3,162 (I) (12) (15) (18) (19)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
(Over)
SEC 1473 (7-96)
Table II Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of 4. Conver- 5. Owner- 6. Nature
Security (Instr. 4) and Expiration Securities Underlying sion or ship of In-
Date (Month/Day/ Year) Derivative Securities Exercise Form of direct
------------------------- (Instr. 4) Price of Deriv- Bene-
Date Expira- ------------------------- Derivative ative ficial
Exer- tion Title Amount Security Security: Owner-
cisable Date or Direct ship
Number (D) or (Instr.
of Indirect 5)
Shares (I)
(Instr.
5)
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<S> <C> <C> <C> <C> <C> <C> <C>
Class A Warrant for the Purchase
of Shares of Common Stock Immed. 5/15/10 Common Stock 222,634 $0.01++ (I) (1) (13) (16)
Class A Warrant for the Purchase (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 8,866 $0.01++ (I) (2) (13) (16)
Class A Warrant for the Purchase (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 10,948 $0.01++ (I) (3) (13) (16)
Class A Warrant for the Purchase (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 13,016 $0.01++ (I) (4) (14) (16)
Class A Warrant for the Purchase (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 4,834 $0.01++ (I) (5) (14) (16)
Class A Warrant for the Purchase (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 39,527 $0.01++ (I) (6) (16) (18)
Class A Warrant for the Purchase (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 3,600 $0.01++ (I) (7) (13) (16)
Class A Warrant for the Purchase (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 702 $0.01++ (I) (8) (13) (16)
Class A Warrant for the Purchase (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 1,000 $0.01++ (I) (9) (13) (15)
Class A Warrant for the Purchase (16) (18) (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 5,890 $0.01++ (I) (10) (17) (18)
Class A Warrant for the Purchase (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 41,983 $0.01++ (I) (11) (15) (18)
Class A Warrant for the Purchase (19)
of Shares of Common Stock Immed. 5/15/10 Common Stock 428 $0.01++ (I) (12) (15) (18)
(19)
</TABLE>
Explanation of Responses:
++ Such Exercise Price subject to change.
See Attachment A for footnotes.
DLJ Merchant Banking II, Inc.
Claire M. Power 6/24/98
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**Signature of Reporting Person Date
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
Page 2
SEC 1473 (9-96)
ATTACHMENT A
REPORTING PERSONS AND SIGNATURES
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COMPANY ADDRESS
- ------- -------
AXA ASSURANCES I.A.R.D. MUTUELLE 21/25, rue de Chateaudun
75009 Paris, France
AXA ASSURANCES VIE MUTUELLE Same as above
AXA COURTAGE ASSURANCE MUTUELLE 26, rue Louis-le-Grand
75002 Paris, France
ALPHA ASSURANCES VIE MUTUELLE Tour Franklin
100-1-1 Terrasse Boieldieu
Cedex 11
92042 Paris La Defense, France
FINAXA 23, avenue Matignon
75008 Paris, France
are Reporting Persons through their interest in the following entity:
AXA 9, Place Vendome
75001 Paris, France
is a Reporting Person through its interest in The Equitable Companies
Incorporated.
THE AXA VOTING TRUSTEES:
Claude Bebear c/o Secretaire General, AXA
Henri de Clermont-Tonnerre 23, avenue Matignon
Patrice Garnier 75008 Paris, France
(collectively, the "AXA Voting Trustees")
pursuant to the Voting Trust Agreement dated
as of May 12, 1992 with AXA.
COMPANY/PERSON
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SIGNED ON BEHALF OF THE ABOVE ENTITIES
(collectively, the "Mutuelles AXA, Finaxa and AXA")
By /s/ Alvin H. Fenichel
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Name: Alvin H. Fenichel
Title: Attorney-in-Fact
THE EQUITABLE COMPANIES INCORPORATED 1290 Avenue of the Americas
New York, N.Y. 10104
By /s/ Alvin H. Fenichel
------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
The Equitable Companies Incorporated is a Reporting Person through its
interest in Donaldson Lufkin & Jenrette, Inc. ("DLJ")
DONALDSON, LUFKIN & JENRETTE, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Claire M. Power
------------------------------
Name: Claire M. Power
Title: Assistant Secretary
DLJ is a Reporting Person through its interest in DLJ Capital Investors,
Inc. ("DLJCI"):
DLJ CAPITAL INVESTORS, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Claire M. Power
------------------------------
Name: Claire M. Power
Title: Assistant Secretary
DLJ Capital Investors, Inc. is a Reporting Person through its interest in
each of DLJMB Funding II, Inc. ("Funding II") and DLJ Merchant Banking II,
Inc. ("MB II INC"):
DLJ LBO PLANS MANAGEMENT CORPORATION
By /s/ Claire M. Power
------------------------------
Name: Claire M. Power
Title: Assistant Secretary
DLJ LBO Plans Management Corporation is a Reporting Person through its
interest in DLJ First ESC, L.P., DLJ ESC II, L.P. and DLJ EAB partners,
L.P.
DLJMB FUNDING, INC. 277 Park Avenue
New York, N.Y. 10172
By /s/ Claire M. Power
------------------------------
Name: Claire M. Power
Title: Assistant Secretary
DLJ MERCHANT BANKING II, INC. 277 Park Avenue
(See Form 3 for signature of this New York, N.Y. 10172
Reporting Person)
(1) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II, L.P. ("Partners II") which is a partnership.
(2) These securities are beneficially owned directly by DLJ Merchant Banking
Partners II-A, L.P. ("Partners II-A") which is a partnership.
(3) These securities are beneficially owned directly by DLJ Offshore Partners
II, C.V. ("Offshore Partners II") which is a partnership.
(4) These securities are beneficially owned directly by DLJ Diversified
Partners, L.P. ("Diversified") which is a partnership.
(5) These securities are beneficially owned directly by DLJ Diversified
Partners-A, L.P. ("Diversified-A") which is a partnership.
(6) These securities are beneficially owned directly by DLJMB Funding II,
Inc.
(7) These securities are beneficially owned directly by DLJ Millennium
Partners, L.P. ("Millennium") which is a partnership.
(8) These securities are beneficially owned directly by DLJ Millennium
Partners-A, L.P. ("Millennium-A") which is a partnership.
(9) These securities are beneficially owned directly by DLJ EAB Partners,
L.P. ("EAB") which is a partnership.
(10) These securities are beneficially owned directly by UK Investment Plan
1997 Partners.
(11) These securities are beneficially owned by DLJ ESC II, L.P. ("ESC II")
which is a partnership.
(12) These securities are beneficially owned by DLJ First ESC, L.P. ("ESC
II") which is a partnership.
(13) These securities are beneficially owned indirectly by MB II INC as
Managing General Partner of each of Partners II, Partners II-A,
Millennium, and Millennium-A and as Advisory General Partner of
Offshore Partners II. In addition, these securities are beneficially
owned indirectly by DLJ Merchant Banking II, LLC ("MB II LLC") as
Associate General Partner of each of Partners II, Partners II-A,
Offshore Partners II, Millennium, Millennium-A, and EAB. MB II INC is
also the Managing Member of MB II LLC. The undersigned disclaim
beneficial ownership of these securities except with respect to MB II
INC's and MB II LLC's partnership interests in these entities.
(14) These securities are beneficially owned indirectly by DLJ Diversified
Partners, Inc. ("Diversified Partners") as General Partner of each of
Diversified and Diversified-A. In addition, these securities are
beneficially owned indirectly DLJ Diversified Associates, L.P.
("Diversified Associates") as Associate General Partner of each of
Diversified and Diversified-A. Diversified Partners is also the
General Partner of Diversified Associates, L.P. The undersigned
disclaim beneficial ownership of these securities except with respect
to Diversified Partners' and Diversified Associates' Partnership
interests in these entities.
(15) These securities are beneficially owned indirectly by DLJ LBO Plans
Management Corporation as Managing General Partner of EAB, ESC and
ESC II.
(16) These securities are beneficially owned indirectly by DLJCI as sole
stockholder of each of MB II INC, Diversified Partners and Funding II.
(17) These securities are beneficially owned indirectly by UK Investment Plan
1997, Inc. ("Plan 1997") General Partner of 1997 Partners. the
undersigned disclaim beneficial ownership of these securities except
with respect to Plan 1997's partnership interest in this entity.
(18) These securities are beneficially owned indirectly by DLJ as the sole
stockholder of each of DLJCI and Plan 1997.
(19) As of March 1, 1998, AXA beneficially owns approximately 59% of the
common stock of The Equitable Companies Incorporated ("EQ") ("EQ
Common Stock"). The Mutuelles AXA indirectly, through Finaxa, and
directly own shares of AXA and, acting as a group, the Mutuelles AXA
indirectly control AXA. The Mutuelles AXA, Finaxa and AXA expressly
declare that the filing of this Form shall not be construed for the
purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, as an admission of beneficial ownership of securities
reported on this Form.
AXA has deposited its shares of EQ Common Stock into a voting trust.
While AXA remains the beneficial owner of such EQ Common Stock, during
the term of the voting trust, the Trustees (each of whom is a member
of either the Executive Board or the Supervisory Board of AXA) will
exercise all voting rights with respect to such EQ Common Stock.
Accordingly, the Trustees may be deemed to beneficially own the
securities reported on this Form. The Trustees expressly declare that
the filing of this Form shall not be construed for the purposes of
Section 16 of the Securities Exchange Act of 1934, as amended, as an
admission of beneficial ownership of securities reported on this Form.
Each of the remaining reporting persons disclaims beneficial ownership
of securities beneficially owned by and any other entity except with
respect to its proportionate interest in or ownership of such entity
as indicated in Item 3 of Table I and/or Item 5 of Table II and the
footnotes thereto.
