FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 or Estimated average burden
Form 5 obligations may hours per response...0.5
continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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 Partners II, L.P. (See Attachment A for
additional Reporting Persons)
- --------------------------------------------------------------
(Last) (First) (Middle)
277 Park Avenue
- --------------------------------------------------------------
(Street)
New York NY 10172
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(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Thermadyne Holdings Corporation (TDHC)
- --------------------------------------------------------------
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
- --------------------------------------------------------------
4. Statement for
Month/Year
12/99
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5. If Amendment
Date of Original
(Month/Year)
- --------------------------------------------------------------
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
Form filed by One Reporting Person
---
X Form filed by More than One Reporting Person
---
<PAGE>
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (I) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 1/29/99 X 222,634 (A) $0.01 1,865,917 (I) (1)(13)
(16)(18)(19)
Common Stock 1/29/99 X 8,866 (A) $0.01 74,309 (I) (2)(13)(16)
(18)(19)
Common Stock 1/29/99 X 10,948 (A) $0.01 91,756 (I) (3)(13)(16)
(18)(19)
Common Stock 1/29/99 X 13,016 (A) $0.01 109,090 (I) (4)(14)(16)
(18)(19)
Common Stock 1/29/99 X 4,834 (A) $0.01 40,513 (I) (5)(14)(16)
(18)(19)
Common Stock 1/29/99 X 39,527 (A) $0.01 331,285 (I) (6)(16)((18)
(19)
Common Stock 1/29/99 X 3,600 (A) $0.01 30,170 (I) (7)(13)(16)
(18)(19)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over)
* If the form is filed by more than one reporting person, see Instruction 4(b)(v). SEC 1474 (7-96)
<PAGE>
Common Stock 1/29/99 X 702 (A) $0.01 5,884 (I) (8)(13)(16)
(18)(19)
Common Stock 1/29/99 X 1,000 (A) $0.01 8,378 (I) (9)(13)(15)
(16)(18)(19)
Common Stock 1/29/99 X 5,890 (A) $0.01 49,368 (I) (10)(17)(18)
(19)
Common Stock 1/29/99 X 41,983 (A) $0.01 351,864 (I) (11)(15)(18)
(19)
Common Stock 1/29/99 X 428 (A) $0.01 3,590 (I) (12)(15)(18)
(19)
</TABLE>
<TABLE>
FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of De- ship of
Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
(Instr. 3) cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi-
of Year) Acquired tion ties ity Bene- Secur- cial
Deri- (A) or Date (Instr. (Instr. ficially ity: Owner-
vative Disposed (Month/ 3 and 5) Owned Direct(D) ship
Secur- of (D) Day/ 4) at End or In- (Instr.
ity (Instr. Year) of direct 4)
3, 4 and Month (I)
5) (Instr. (Instr.
4) 4)
Amount
or
Date Expi- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Class A Warrant for $0.01++ 12/22/99 P 275,255 Immed. 12/15/09 Common 275,255 $0.01++ 275,255 (I) (1)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 222,634 Immed. 05/15/10 Common 222,634 275,255 (I) (1)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01++ 12/22/99 P 10,962 Immed. 12/15/09 Common 10,962 $0.01++ 10,962 (I) (2)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 8,866 Immed. 05/15/10 Common 8,866 10,962 (I) (2)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01++ 12/22/99 P 13,536 Immed. 12/15/09 Common 13,536 $0.01++ 13,536 (I) (3)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 10,948 Immed. 05/15/10 Common 10,948 13,536 (I) (3)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
<PAGE>
Class A Warrant for $0.01++ 12/22/99 P 16,093 Immed. 12/15/09 Common 16,093 $0.01++ 16,093 (I) (4)(14)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 13,016 Immed. 05/15/10 Common 13,016 16,093 (I) (4)(14)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01++ 12/22/99 P 5,976 Immed. 12/15/09 Common 5,976 $0.01++ 5,976 (I) (5)(14)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 4,834 Immed. 05/15/10 Common 4,834 5,976 (I) (5)(14)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01++ 12/22/99 P 56,152 Immed. 12/15/09 Common 56,152 $0.01++ 56,152 (I) (6)(16)
the Purchase of Stock (18)(19)
Shares of Common
Stock
Class A Warrant for $0.01 1/29/99 X 39,527 Immed. 05/15/10 Common 39,527 56,152 (I) (6)(16)
the Purchase of Stock (18)(19)
Shares of Common
Stock
Class A Warrant for $0.01++ 12/22/99 P 4,451 Immed. 12/15/09 Common 4,451 $0.01++ 4,451 (I) (7)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 3,600 Immed. 05/15/10 Common 3,600 4,451 (I) (7)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01++ 12/22/99 P 868 Immed. 12/15/09 Common 868 $0.01++ 868 (I) (8)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 702 Immed. 05/15/10 Common 702 868 (I) (8)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01++ 12/22/99 P 1,236 Immed. 12/15/09 Common 1,236 $0.01++ 1,236 (I) (9)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 1,000 Immed. 05/15/10 Common 1,000 1,236 (I) (9)(13)
the Purchase of Stock (16)(18)
Shares of Common (19)
Stock
Class A Warrant for $0.01 1/29/99 X 5,890 Immed. 05/15/10 Common 5,890 0 (I) (10)(17)
the Purchase of Stock (18)(19)
Shares of Common
Stock
Class A Warrant for $0.01++ 12/22/99 P 51,906 Immed. 12/15/09 Common 51,906 $0.01++ 51,906 (I) (11)(15)
the Purchase of Stock (18)(19)
Shares of Common
Stock
Class A Warrant for $0.01 1/29/99 X 41,983 Immed. 05/15/10 Common 41,983 51,906 (I) (11)(15)
the Purchase of Stock (18)(19)
Shares of Common
Stock
Class A Warrant for $0.01++ 12/22/99 P 530 Immed. 12/15/09 Common 530 $0.01++ 530 (I) (12)(15)
the Purchase of Stock (18)(19)
Shares of Common
Stock
Class A Warrant for $0.01 1/29/99 X 428 Immed. 05/15/10 Common 428 530 (I) (12)(15)
the Purchase of Stock (18)(19)
Shares of Common
Stock
</TABLE>
Explanation of Responses:
<PAGE>
++ Such Exercise Price subject to change.
By DLJ Merchant Banking II, Inc.
as Managing General Partner
/s/ Ivy Dodes 1/6/99
- -------------------------------------- --------------
**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 provided 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 1474 (7-96)
<PAGE>
ATTACHMENT A
ADDITIONAL REPORTING PERSONS AND SIGNATURES
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
AXA CONSEIL VIE ASSURANCE 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.
<PAGE>
COMPANY ADDRESS
------- -------
SIGNED ON BEHALF OF THE ABOVE ENTITIES
(collectively, the "Mutuelles AXA, Finaxa
and AXA")
By: /s/ Alvin H. Fenichel
------------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA FINANCIAL, INC. 1290 Avenue of the Americas
New York, NY 10104
By: /s/ Alvin H. Fenichel
------------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
AXA Financial, Inc. 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/ Marjorie White
------------------------------------
Name: Marjorie White
Title: Vice President and Secretary
DLJ is a Reporting Person through its interest in DLJ Capital Investors, Inc.
and UK Investment Plan 1997 Partners.
DLJ CAPITAL INVESTORS, INC. 277 Park Avenue
New York, N.Y. 10172
By: /s/ Ivy Dodes
------------------------------------
Name: IVY DODES
Title: Vice President
DLJ Capital Investors, Inc. is a Reporting Person through its interest in each
of DLJMB Funding II, Inc. and DLJ Merchant Banking II, Inc., DLJ Diversified
Partners, Inc. and DLJ LBO Plans Management Corporation.
<PAGE>
COMPANY ADDRESS
------- -------
DLJ LBO PLANS MANAGEMENT CORPORATION
By: /s/ Ivy Dodes
------------------------------------
Name: IVY DODES
Title: Vice President
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.
DLJ DIVERSIFIED PARTNERS, INC.
By: /s/ Ivy Dodes
------------------------------------
Name: IVY DODES
Title: Vice President
DLJ Diversified Partners, Inc. is a Reporting Person through its interest in
DLJ Diversified Partners, L.P. and DLJ Diversified Partners-A, L.P.
DLJMB FUNDING, INC. 277 Park Avenue
New York, N.Y. 10172
By: /s/ IVY DODES
------------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MERCHANT BANKING II, INC. 277 Park Avenue
New York, N.Y. 10172
(See Form 4 for signature of this Reporting Person)
DLJ Merchant Banking II, Inc. is a Reporting Person through its interest in DLJ
Merchant Banking Partners II, L.P., DLJ Merchant Banking Partners II-A, L.P.,
DLJ Offshore Partners II, C.V., DLJ Millennium Partners, L.P. and DLJ
Millennium Partners-A, L.P.
<PAGE>
(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")
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 October 1, 1999, AXA beneficially owns approximately 58% of the
common stock of AXA Financial, Inc. ("AXA Financial") ("AXA Financial
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
<PAGE>
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 AXA Financial Common Stock into a voting
trust. While AXA remains the beneficial owner of such AXA Financial 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 AXA Financial 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.
