SCHEDULE 13D
Amendment No. 0
Thermadyne Holdings Corporation
common stock
Cusip # 883435109
Cusip # 883435109
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: None
Item 8: None
Item 9: 2,439,020
Item 10: None
Item 11: 2,439,020
Item 13: 21.97%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be
deemed to be, an admission that such Schedule 13D is required to
be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock, $0.01
par value (the "Shares") of Thermadyne Holdings Corporation, a
Delaware corporation (the "Company"). The principal executive
offices of the Company are located at 101 S. Hanley Road, St.
Louis, MO 63105.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). FMR is a holding company one of whose
principal assets is the capital stock of a wholly-owned
subsidiary, Fidelity Management & Research Company ("Fidelity"),
which is also a Massachusetts corporation. Fidelity is an
investment advisor which is registered under Section 203 of the
Investment Advisors Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940
and serves as investment advisor to certain other funds which are
generally offered to limited groups of investors (the "Fidelity
Funds"). Various directly or indirectly held subsidiaries of FMR
are also engaged in investment management, venture capital asset
management, securities brokerage, transfer and shareholder
servicing and real estate development. The principal offices of
FMR and Fidelity are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR. Mr.
Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the
aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the
Chairman of FMR. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting agreement
under which all Class B shares will be voted in accordance with
the majority vote of Class B shares. Accordingly, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may
be deemed, under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address and
principal occupation of Mr. Johnson 3d is set forth in Schedule A
hereto.
The Shares to which this statement relates are owned
directly by two of the Fidelity Funds.
The name, residence or business address, principal
occupation or employment and citizenship of each of the executive
officers and directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in
this Item 2 or listed on Schedule A has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding and as
a result thereof was or is subject to any judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws
or finding any violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
The purpose of Fidelity in having the Fidelity Funds and the
Accounts purchase Shares is to acquire an equity interest in the
Company in pursuit of specified investment objectives established
by the Board of Trustees of the Fidelity Funds and by the
investors in the Accounts.
Fidelity may continue to have the Fidelity Funds and the
Accounts purchase Shares subject to a number of factors,
including, among others, the availability of Shares of sale at
what they consider to be reasonable prices and other investment
opportunities that may be available to the Fidelity Funds and
Accounts.
Fidelity intends to review continuously the equity position
of the Fidelity Funds and Accounts in the Company. Depending
upon future evaluations of the business prospects of the Company
and upon other developments, including, but not limited to,
general economic and business conditions and money market and
stock market conditions, Fidelity may determine to cease making
additional purchases of Shares or to increase or decrease the
equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Except as set forth in Item 6, Fidelity has no present plan
or proposal which relates to or would result in (i) an
extraordinary corporate transaction, such as a merger,
reorganization, liquidation, or sale of transfer of a material
amount of assets involving the Company or any of its
subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the
Company's present capitalization or dividend policy or any other
material change in the Company's business or corporate structure,
(iv) any change in the Company's charter or by-laws, or (v) the
Company's common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
FMR, and Fidelity, beneficially own all 2,439,020 Shares.
(a) FMR beneficially owns, through Fidelity, as investment
advisor to the Fidelity Funds, 2,439,020 Shares, or approximately
21.97% of the outstanding Shares of the Company. Neither FMR,
Fidelity, nor any of its affiliates nor, to the best knowledge of
FMR, any of the persons named in Schedule A hereto, beneficially
owns any other Shares.
(b) FMR, through is control of Fidelity, investment advisor
to the Fidelity Funds, and the Funds each has sole power to
dispose of the Shares. Neither FMR nor Mr. Johnson has the sole
power to vote or direct the voting of the 2,439,020 Shares owned
directly by the Fidelity Funds, which power resides with the
Funds' Boards of Trustees. Fidelity carries out the voting of
the Shares under written guidelines established by the Funds'
Board of Trustees.
(c) Except as set forth in Schedule B, neither FMR, or any
of its affiliates, nor, to the best knowledge of FMR, any of the
persons named in Schedule A hereto has effected any transaction
in Shares during the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
As of January 20, 1998 Fidelity Capital & Income Fund, one
of the Fidelity Funds, entered into a voting agreement with
Mercury Acquisition Corporation ("Mercury") and the Company (the
"Voting Agreement") pursuant to which Fidelity Capital & Income
Fund agreed, among other things, to vote the 2,424,935 Shares it
owns in favor of a merger of Mercury into the Company pursuant to
the terms of an Agreement and Plan of Merger dated as of January
20, 1998 between Mercury and the Company (the "Merger Agreement")
and, so long as the Voting Agreement is in effect, not to vote
its Shares in favor of the approval of any other merger,
consolidation, sale of assets, reorganization, recapitalization
or other similar extraordinary corporate transaction involving
the Company. The Voting Agreement expires on the earlier of (a)
the effective date of the merger between Mercury and the Company;
(b) the date that is 90 days after (i) the termination of the
Merger Agreement pursuant to certain provisions thereof relating
to rights to terminate the Merger Agreement based on withdrawal
of approval by the Board of Directors of the Company of the
merger, failure of the Company's stockholders to approve the
merger or for breach of representations, warranties or covenants
and (ii) payment of all amounts payable to Mercury pursuant to
the Merger Agreement; (c) the date of termination of the Merger
Agreement for any other reason or (d) June 30, 1998.
Except as set forth above, neither FMR nor any of its
affiliates nor, to the best knowledge of FMR, any of the persons
named in Schedule A hereto has any joint venture, finder's fee,
or other contract or arrangement with any person with respect to
any securities of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell such
debt securities.
Item 7. Material to be Filed as Exhibits.
1. Voting Agreement dated as of January 20, 1998 between
Fidelity Capital & Income Fund, Mercury Acquisition Corporation
and Thermadyne Holdings Corporation.
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
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.
FMR Corp.
DATE: January 30, 1998
By /s/Eric D. Roiter
Eric D. Roiter
V.P. & General Counsel - FMR Co.
Duly authorized under Powers of
Attorney dated December 30,
1997, by and on behalf of FMR
Corp. and its direct and
indirect subsidiaries
SCHEDULE A
The name and present principal occupation or employment of
each executive officer and director of FMR Corp. are set forth
below. The business address of each person is 82 Devonshire
Street, Boston, Massachusetts 02109, and the address of the
corporation or organization in which such employment is conducted
is the same as his business address. All of the persons listed
below are U.S. citizens.
POSITION WITH PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President, Chairman
of the Board and
Director, CEO, Chairman, CEO, FMR Corp.
& Managing Director
J. Gary Burkhead Director and Vice Chairman President,
Fidelity Investments Institutional
Services
Company, Inc.
James C. Curvey Director, Vice Chairman, Chief Operating
Officer, FMR
Chief Operating Officer
William L. Byrnes Director & Managing Director Vice Chairman,
FIL
Abigail P. Johnson Director Associate Director and
Senior Vice President -
Fidelity Management &
Research Company
George A. Vanderheiden Director Senior Vice
President, Fidelity Management &
Research Company
David C. Weinstein Sr. Vice President Sr. Vice President
Administration Administration, FMR Corp.
Mark A. Peterson Executive Vice President President - Fidelity
Investments Technology & Processing
Group
Gerald M. Lieberman Sr. Vice President - Sr. Vice President -
Chief Financial Officer Chief Financial
Officer,
FMR Corp.
VOTING AGREEMENT
In consideration of Mercury Acquisition Corporation, a
Delaware corporation ("MergerSub") and Thermadyne Holdings
Corporation, a Delaware corporation (the "Company"), entering
into on the date hereof an Agreement and Plan of Merger dated as
of the date hereof (the "Merger Agreement") which provides, among
other things, that MergerSub, upon the terms and subject to the
conditions thereof, will be merged with and into the Company (the
"Merger") and each outstanding share of common stock, $0.01 par
value, of the Company (the "Company Common Stock") will be
converted into the right to receive the Merger Consideration (as
defined in the Merger Agreement) in accordance with the terms of
such Agreement, the undersigned holder (the "Stockholder") of
shares of Company Common Stock agrees with MergerSub as follows:
1. During the period (the "Agreement Period") beginning on
the date hereof and ending on the earlier of (i) the Effective
Time (as defined in the Merger Agreement), (ii) the date that is
90 days after the termination of the Merger Agreement in
accordance with Section 9.01(c) (in the case of a termination by
MergerSub), (e), (f) or (g) thereof and payment in full of all
amounts (if any) payable to MergerSub pursuant to Section 5.04 of
the Merger Agreement, (iii) the date of termination of the Merger
Agreement for any other reason and (iv) June 30, 1998, the
Stockholder hereby agrees to vote the shares of Company Common
Stock set forth opposite its name in Schedule A hereto (the
"Schedule A Securities") to approve and adopt the Merger
Agreement and the Merger(provided that the Stockholder shall not
be required to vote in favor of the Merger Agreement or the
Merger if the Merger Agreement has, without the consent of the
Stockholder, been amended in any manner that is material and
adverse to such Stockholder) and any actions directly and
reasonably related thereto at any meeting or meetings of the
stockholders of the Company, and at any adjournment thereof or
pursuant to action by written consent, at or by which such Merger
Agreement, or such other actions, are submitted for the
consideration and vote of the stockholders of the Company so long
as such meeting is held (including any adjournment thereof) or
written consent adopted prior to the termination of the Agreement
Period.
2. During the Agreement Period, the Stockholder hereby
agrees that it will not vote any of the Stockholder's Schedule A
Securities in favor of the approval of any other merger,
consolidation, sale of assets, reorganization, recapitalization,
liquidation or winding up of the Company or any other
extraordinary transaction involving the Company or any matters
related to or in connection therewith, or any corporate action
relating to or the consummation of which would either frustrate
the purposes of, or prevent or delay the consummation of, the
transactions contemplated by the Merger Agreement.
3. From the date hereof until the termination hereof,
the Stockholder will not, directly or indirectly, (i) take any
action to solicit, initiate or encourage any Acquisition Proposal
or (ii) engage in negotiations or discussions with, or disclose
any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records
of the Company or any Subsidiary to, or otherwise assist,
facilitate or encourage, any Third Party that may be considering
making, or has made, an Acquisition Proposal. The Stockholder
will promptly notify MergerSub after receipt of any Acquisition
Proposal or any indication from any Third Party that it is
considering making an Acquisition Proposal or any request for
nonpublic information relating to the Company or any Subsidiary
or for access to the properties, books or records of the Company
or any Subsidiary by any Third Party that may be considering
making, or has made, an Acquisition Proposal and will keep
MergerSub fully informed of the status and details of any such
Acquisition Proposal, indication or request.
4. The Stockholder agrees not to exercise any rights
(including, without limitation, under Section 262 of the Delaware
Law) to demand appraisal of any shares of Company Common Stock
owned by the Stockholder.
5. The Stockholder hereby represents and warrants to
MergerSub that as of the date hereof:
(a) the Stockholder (i) owns beneficially all of the shares
of Company Common Stock set forth opposite the Stockholder's name
in Schedule A hereto, (ii) has the full and unrestricted legal
power, authority and right to enter into, execute and deliver
this Voting Agreement without the consent or approval of any
other person and (iii) has not entered into any voting agreement
with or granted any person any proxy (revocable or irrevocable)
with respect to such shares (other than this Voting Agreement).
(b) This Voting Agreement is the valid and binding agreement
of the Stockholder.
(c) No investment banker, broker or finder is entitled to a
commission or fee from the Stockholder or the Company in respect
of this Agreement based upon any arrangement or agreement made by
or on behalf of the Stockholder.
6. If any provision of this Voting Agreement shall be
invalid or unenforceable under applicable law, such provision
shall be ineffective to the extent of such invalidity or
unenforceability only, without in any way affecting the remaining
provisions of this Voting Agreement.
7. This Voting Agreement may be executed in two or more
counterparts each of which shall be an original with the same
effect as if the signatures hereto and thereto were upon the same
instrument.
8. The parties hereto agree that if for any reason any
party hereto shall have failed to perform its obligations under
this Voting Agreement, then the party seeking to enforce this
Agreement against such non-performing party shall be entitled to
specific performance and injunctive and other equitable relief,
and the parties hereto further agree to waive any requirement for
the securing or posting of any bond in connection with the
obtaining of any such-injunctive or other equitable relief. This
provision is without prejudice to any other rights or remedies,
whether at law or in equity, that any party hereto may have
against any other party hereto for any failure to perform its
obligations under this Voting Agreement.
9. This Voting Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware.
10. The Stockholder will, upon request, execute and deliver
any additional documents deemed by MergerSub to be necessary or
desirable to complete and effectuate the covenants contained
herein.
11. This Agreement shall terminate upon the termination of
the Agreement Period.
12. The Stockholder agrees that if it sells, transfers,
assigns, encumbers or otherwise disposes (each a "Transfer") of
any Schedule A Securities (whether to an affiliate or otherwise),
it shall require the transferee of such Schedule A Securities to
execute and deliver to MergerSub and the Company a voting
agreement identical in form to this Voting Agreement except for
the identity of the Stockholder prior to or concurrent with the
consummation of such Transfer. MergerSub and the Company
understand and acknowledge that, subject to the preceding
sentence, the Stockholder is free to Transfer any Schedule A
Securities at such times and in such manner as it deems
appropriate.
13. MergerSub and the Company understand and agree that this
Agreement pertains only to Stockholder and not to any of its
affiliates, if any, or adviser.
14. MergerSub and the Company severally and not jointly
represent and warrant to the Stockholder that there is no
agreement, understanding or commitment, written or oral, to pay
any consideration directly or indirectly in connection with the
Merger or otherwise to or for the benefit of any holder of
Company Common Stock or options thereon other than as set forth
in the Merger Agreement (except, in the case of directors,
employees, agents, customers, suppliers or contractors of the
Company who are also holders, such consideration as is payable by
the Company in the ordinary course of business and except for
amounts payable to officers, directors or employees in connection
with or pursuant to any options, or option, stock purchase, stock
ownership or other employee benefit plans). All other voting
agreements signed with existing shareholders prior to or
concurrently herewith are substantially identical to this
Agreement.
Neither MergerSub nor the Company will enter into any
agreement with any other stockholder having a purpose or effect
substantially similar to that of this Agreement on financial
terms (with respect to such other stockholder) more favorable
than the terms of this Agreement.
15. MergerSub agrees that it will pay upon request the
reasonable fees and expenses (including fees and expenses of
counsel for the Stockholder) of Stockholder incurred in
connection with the Voting Agreement or the Merger in an amount
not to exceed $5,000, or in the event the Stockholder becomes
iinvolved in litigation, $15,000 in the aggregate.
IN WITNESS WHEREOF, the parties hereto have executed this
Voting Agreement as of this 20th day of January, 1998.
MERCURY ACQUISITION
CORPORATION
By /s/ Peter T. Grauer
Name: Peter T. Grauer
Title: President
THERMADYNE HOLDINGS
CORPORATION
By /s/ Randall E. Curran
Name: Randall E. Curran
Title: Chairman of the Board
FIDELITY CAPITAL & INCOME
FUND
By /s/ John H. Costello
Name: John H. Costello
Title: Assistant Treasurer
Fidelity Capital & Income Fund ("Stockholder") is a
portfolio of a Massachusetts business trust. A copy of the
Stockholder's Declaration of Trust (under the name Fidelity
Summer Street Trust) is on file with the Secretary of State of
the Commonwealth of Massachusetts. Each of the parties hereto
acknowledges and agrees that this Agreement is not executed on
behalf of the trustees of the Stockholder as individuals, and the
obligations of this Agreement are not binding upon any of the
trustees, officers or shareholders of the Stockholder
individually, but are binding only upon the assets and property
of the Stockholder. MergerSub agrees that no shareholder, trustee
or officer of the Stockholder may be held personally liable or
responsible for any obligations of the Stockholder arising out of
this Agreement. With respect to obligations of the Stockholder
arising out of this Agreement, MergerSub shall look for payment
or satisfaction of any claim solely to the assets and property of
the Stockholder. MergerSub is expressly put on notice that the
rights and obligations of each series of shares of the
Stockholder under its Declaration of Trust are separate and
distinct from those of any and all other series.
SCHEDULE A
Stockholder
Shares of Company
Common Stock
Fidelity Capital &
Income Fund
2,424, 935
