UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Thermadyne Holdings Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
CUSIP No. 000883435109
(CUSIP Number)
Felix Kozodoy
Magten Asset Management Corp.
35 East 21st Street
New York, New York 10010
(212) 529-6612
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a state-
ment on Schedule 13G to report the acquisition which is
the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with
the statement. (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) 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 that Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP No. 000883435109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person
Magten Asset Management Corp.
2 Check the Appropriate Box if a Member of a
Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
0
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned By Each Report-
ing Person With
7 Sole Voting Power
-0-
8 Shared Voting Power
3,044,573
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,563,573
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
3,563,573
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row
(11)
33.1%
14 Type of Reporting Person*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP No. 000883435109
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above
Person
Talton R. Embry
2 Check the Appropriate Box if a Member of a
Group*
(a)
(b) /x/
3 SEC Use Only
4 Source of Funds*
0
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) /x/
6 Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned By Each Report
ing Person With
7 Sole Voting Power
64,106
8 Shared Voting Power
3,044,573
9 Sole Dispositive Power
64,106
10 Shared Dispositive Power
3,563,573
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
3,627,679
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row
(11)
33.7%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Schedule 13D was initially filed on July 25,
1996 (collectively, with all amendments thereto, the
"Schedule 13D") by (i) Magten Asset Management Corp., a
Delaware corporation ("Magten"), with respect to the
shares of Common Stock beneficially owned by investment
advisory clients of Magten, and (ii) Talton R. Embry
("Embry"; together with Magten, the "Filing Persons").
The Schedule 13D is hereby amended by this Amendment No.
1 as follows:
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 as reported on Schedule 13D is hereby
amended and supplemented by the addition of the following
paragraph:
The net investment cost for the 129,600 shares of
Common Stock acquired since the previous filing of
Schedule 13D is $2,659,400. The consideration was
obtained from the working capital of the accounts managed
by Magten on behalf of its investment advisory clients as
disclosed in Item 5(a).
Item 5. Interest in Securities of the
Issuer.
Item 5 as reported on Schedule 13D is hereby
amended and restated in its entirety as follows:
(a) Magten has beneficial ownership of an
aggregate 3,563,573 shares of Common Stock of the
Company, constituting approximately 33.1% of the
10,769,031 shares of Common Stock reported by the Company
as outstanding as of July 23, 1996. All of these shares
of Common Stock are beneficially owned by investment
advisory clients of Magten (collectively, the "Investment
Advisory Shares"). Magten has shared voting power (with
its investment advisory clients and Embry) with respect
to 3,044,573 of the shares of Common Stock owned by these
clients and shared dispositive power (with its investment
advisory clients and Embry) with respect to all 3,563,573
shares of Common Stock owned by these clients.
Magten may be deemed to be the beneficial
owner of the Investment Advisory Shares. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act
of 1934, Magten hereby declares that the filing of this
Schedule 13D shall not be construed as an admission that
it is the beneficial owner of the Investment Advisory
Shares.
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(b) Embry, as sole stockholder and a Managing
Director of Magten, may be deemed to beneficially own all
the shares of Common Stock beneficially owned by Magten,
as described in Item 5(a) above.
In addition, Embry directly owns 3,800
shares of Common Stock. Embry has sole voting and
dispositive power with respect to these 3,800 shares of
Common Stock.
Embry, as trustee of four pension trusts
for the benefit of current and former employees of Magten
including himself (the "Pension Trusts"), also has sole
voting and dispositive power with respect to 56,640
shares of Common Stock owned by such trusts (collective-
ly, the "Pension Trust Shares").
Embry, has sole voting and investment
power with respect to 2,216 shares of Common Stock held
by his minor children and with respect to 850 shares of
Common Stock held by his wife (collectively, the "Family
Shares").
Embry, as trustee for two trusts for
the benefit of family members (the "Family Trusts"), also
has sole voting and dispositive power with respect to
600 shares owned by such trusts (the "Family Trust
Shares").
The shares described in Item 5(a) as
beneficially owned by Magten with respect to which Embry
may be deemed a beneficial owner, together with the
additional shares described in this Item 5(b) with
respect to which Embry may also be deemed a beneficial
owner, aggregate 3,627,679 shares of Common Stock and
constitute approximately 33.7% of the outstanding shares
of Common Stock of the Company.
Pursuant to Rule 13d-4, Embry hereby
declares that the filing of this Schedule 13D shall not
be construed as an admission that he is the beneficial
owner of the Investment Advisory Shares, the Pension
Trust Shares (to the extent such shares exceed his and
his wife's pro rata interest as beneficiaries of such
trusts), the Family Shares or the Family Trust Shares.
(c) Information with respect to all transac-
tions in Common Stock effected by the Filing Persons
since the previous filing of Schedule 13D is set forth in
Schedule A to this Schedule 13D and is incorporated by
reference herein.
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(d) The beneficial owners of the Investment
Advisory Shares have the right to receive and the power
to direct the receipt of dividends from, or the proceeds
from the sale of such shares. The following investment
advisory clients of Magten have such an interest with
respect to more than five percent of the shares of Common
Stock: General Motors Employees Domestic Group Pension
Trust and Bankers Trust as Trustee for the Hughes Master
Retirement Trust. The beneficiaries of the Pension
Trusts, the Family Trusts, Embry's wife and Embry's minor
children have the right to receive dividends from or
proceeds from the sale of the Pension Trust Shares, the
Family Trust Shares, and the Family Shares, respectively.
(e) Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of our
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
Dated: September 25, 1996
MAGTEN ASSET MANAGEMENT CORP.
By: /S/ TALTON R. EMBRY
------------------------
Talton R. Embry
Managing Director
/S/ TALTON R. EMBRY
-------------------------
Talton R. Embry
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SCHEDULE A
TRANSACTIONS IN COMMON STOCK
ON BEHALF OF INVESTMENT ADVISORY CLIENTS
DATE OF NO. OF SHARES PRICE
TRANSACTION PURCHASED* PER SHARE
08/08/96 2,600 $21.50
09/17/96 75,000 $20.50
09/19/96 52,000 $20.50
* All open-market purchases.
