UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
June 25, 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 /X/.
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).
PAGE
<PAGE>
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
2,909,773
9 Sole Dispositive Power
-0-
10 Shared Dispositive Power
3,428,773
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
3,428,773
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row
(11)
31.9%
14 Type of Reporting Person*
IA, CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
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
69,306
8 Shared Voting Power
2,909,773
9 Sole Dispositive Power
69,306
10 Shared Dispositive Power
3,428,773
11 Aggregate Amount Beneficially Owned By Each
Reporting Person
3,498,079
12 Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented by Amount in Row
(11)
32.5%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE
<PAGE>
Item 1. Security and Issuer
This Schedule 13D relates to the common stock
("Common Stock") of Thermadyne Holdings Corporation (the
"Company"). The Company's principal executive offices
are located at 101 South Hanley Road, St. Louis, Missouri
63105.
Item 2. Identity and Background.
(a) This statement is filed 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 (the
"Investment Advisory Shares"), and (ii) Talton R. Embry
("Embry"; together with Magten, the "Filing Persons").
The sole executive officers and directors of Magten are
(i) Embry, (ii) Duane Roberts, ("Roberts") and (iii)
Robert Capozzi ("Capozzi"). Embry is the sole stockhold-
er of Magten.
(b) The business address of each of Magten,
Embry, Roberts and Capozzi is c/o Magten Asset Management
Corporation, 35 East 21st Street, New York, New York
10010.
(c) Magten is a registered investment adviser
and currently is engaged primarily in the business of
investing in securities for the accounts of its invest-
ment advisory clients. The present principal occupation
or employment of each of Embry, Roberts and Capozzi is as
a managing director of Magten.
(d) None of Magten, Embry, Roberts or Capozzi
has, during the last five years, been convicted in any
criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) On September 9, 1993, Magten Asset
Management Corp. ("Magten") and Talton R. Embry, without
admitting or denying the allegations in a complaint by
the Securities and Exchange Commission (the "Commis-
sion"), consented to the entry of judgments enjoining
them from violating (and, in the case of Mr. Embry,
aiding and abetting violations of) anti-fraud and other
provisions of the Securities and Exchange Act of 1934,
the Investment Adviser's Act of 1940 and the Investment
Company Act of 1940. The Commission's complaint alleged
principally that Mr. Embry failed to advise his clients
of certain personal and proprietary trades relevant to
the clients' holdings and to comply with certain report-
ing requirements. As part of the settlement, Mr. Embry
made a $1 million payment for the benefit of certain of
Magten's clients.
PAGE
<PAGE>
At the same time, Mr. Embry, without
admitting or denying the allegations in an order filed by
the Commission, settled a parallel SEC administrative
action against Mr. Embry. In the settlement, Mr. Embry
agreed to the appointment, for a period of five years, of
an independent consultant approved by the SEC to oversee
Mr. Embry's personal securities transactions and to
conduct biannual compliance audits of Magten. Gerald
Rath, Esq. of the firm of Bingham Dana & Gould, Boston,
Massachusetts, has been appointed and approved as the
independent consultant.
(f) Magten is a Delaware corporation.
Embry, Roberts and Capozzi are each citizens of the
United States.
Item 3. Source and Amount of Funds or Other
Consideration.
The net investment cost for the 3,498,079
shares of Common Stock is $39,972,548. 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) and from the working
capital of accounts on behalf of trusts of which Embry is
trustee and accounts on behalf of Embry's wife and minor
children as disclosed in Item 5(b).
Item 4. Purpose of Transaction.
Magten and Embry hold the Shares for
investment and not with the purpose of changing or
influencing the control of the Company. Embry is a
director of the Company. Neither Magten nor Embry has
any plan or proposal which relates to or would result in
any of the actions enumerated in Item 4 of Schedule 13D,
except Magten and Embry may dispose of some or all of the
Shares, or may acquire additional shares of Common Stock
for their own accounts or on behalf of Magten's invest-
ment advisory clients, from time to time, depending upon
the price of the Common Stock, market conditions,
evaluation of alternative investments, and other factors.
Item 5. Interest in Securities of the Issuer.
(a) Magten has beneficial ownership of an
aggregate 3,428,773 shares of Common Stock of the
Company, constituting approximately 31.9% of the
10,738,431 shares of Common Stock reported by the Company
as outstanding as of May 6, 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 2,909,773 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 3,428,773
shares of Common Stock owned by these clients.
PAGE
<PAGE>
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.
(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.
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 three trusts for the
benefit of family members (the "Family Trusts"), also has
sole voting and dispositive power with respect to 5,800
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 3,498,079 shares of Common Stock and
constitute approximately 32.5% 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
during the 60-day period day ended the date hereof is set
forth in Schedule A to this Schedule 13D and is incorpo-
rated by reference herein.
PAGE
<PAGE>
(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.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Magten is a registered investment adviser.
Magten has contractual relationships with its clients
which authorize it to direct the acquisition and disposi-
tion of securities and to direct the vote of such
securities through a custodian bank appointed by the
client. No contract, arrangement or understanding exists
among Magten's clients or between Magten and any of its
clients specifically with regard to the Company's securi-
ties except that on June 25, 1996, Magten and the Company
entered into an agreement whereby a restriction on
Magten's ability to acquire additional Shares contained
in the Company's Credit Agreement with various lending
institutions was deleted and whereby Magten agreed that
it would not acquire Shares that would increase Magten's
voting power to greater than 50% of the total voting
power of all outstanding Shares, except in certain
circumstances, and that it would not sell more than 10%
of the outstanding Shares to any person or group unless
the acquirer agreed to make a similar offer to all
stockholders.
Item 7. Material to be Filed as Exhibits
There is filed herewith as Exhibit 1 a
Joint Filing Agreement between Magten Asset Management
Corporation and Talton R. Embry, dated as of June 13,
1996 as required by Rule 13d-1(f)(1).
There is filed herewith as Exhibit 2 a
copy of the June 25, 1996 agreement entered into between
Magten and the Company, as disclosed in Item 6.
PAGE
<PAGE>
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: July 25, 1996
MAGTEN ASSET MANAGEMENT CORPORATION
By: /S/ TALTON R. EMBRY
------------------------
Talton R. Embry
Managing Director
/S/ TALTON R. EMBRY
-------------------------
Talton R. Embry
PAGE
<PAGE>
SCHEDULE A
Transactions in Common Stock
effected by Magten during the 60-day
period ended as of the date hereof
MAGTEN ASSET MANAGEMENT CORP.
DATE OF NO. OF SHARES PRICE
TRANSACTION PURCHASED PER SHARE
06/11/96 1,250 $23.00
06/11/96 25,000 $22.25
PAGE
<PAGE>
JOINT FILING AGREEMENT BETWEEN
MAGTEN ASSET MANAGEMENT CORPORATION
AND
TALTON R. EMBRY
AGREEMENT, dated as of July 25, 1996, between Magten
Asset Management Corporation ("Magten") and Talton R.
Embry ("Embry").
W I T N E S S E T H :
WHEREAS, in accordance with Rule 13d-1(f) under the
Act, only one Statement and any amendments thereto need
be filed whenever two or more persons are required to
file such a Statement or any amendments thereto pursuant
to Section 13(d) of the Act with respect to the same
securities, provided that said persons agree in writing
that such Statement or any amendments thereto is filed on
behalf of them.
NOW, THEREFORE, in consideration of the premises and
mutual agreements herein contained, the parties hereto
agree as follows:
Magten and Embry, do hereby agree, in accordance
with Rule 13d-1(f) under the Act, to file a Schedule 13D
relating to their ownership of the Common Stock, and do
hereby further agree that said Agreement shall be filed
on behalf of each of them.
MAGTEN ASSET MANAGEMENT CORPORATION
By: /S/ TALTON R. EMBRY
------------------------
Talton R. Embry
Managing Director
/S/ TALTON R. EMBRY
-------------------------
Talton R. Embry
<PAGE>
<PAGE>
Exhibit 2 Execution Copy
AGREEMENT
Agreement, dated as of June 25, 1996, between MAGTEN
ASSET MANAGEMENT CORP., a Delaware corporation ("Magten")
and THERMADYNE HOLDINGS CORPORATION, a Delaware corpora-
tion ("Thermadyne").
WHEREAS, Magten is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940;
WHEREAS, Magten, on behalf of its investment
advisory clients, beneficially owns approximately 32.5%
of the issued and outstanding common stock, par value
$0.01 per share, of Thermadyne; and
WHEREAS, Thermadyne and Magten desire to enter into
this Agreement to set forth certain restrictions and
rights with respect to Magten's acquisition of capital
stock of Thermadyne in connection with the execution of
that certain Amended and restated Credit Agreement dated
June 25, 1996, among Thermadyne, the various lending
institutions named therein and Bankers Trust Company, as
agent for such lending institutions.
NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, the parties
hereto agree as follows:
SECTION 1. Covenants of Magten. Prior to the
Termination Date (as hereinafter defined) and subject to
the further provisions hereof:
(a) neither Magten nor any person directly or
indirectly controlling, controlled by, or under common
control with Magten (collectively, the "Magten Group")
will, directly or indirectly, acquire beneficial owner-
ship (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934 (the "Exchange Act")) of any class
of capital stock of Thermadyne which is then entitled to
vote generally in the election of directors (collective-
ly, "Voting Securities"), if the effect of such acquisi-
tion would be to increase the aggregate voting power in
the election of directors of all Voting Securities then
owned by all members of the Magten Group to greater than
50% of such total combined voting power of all of the
Voting Securities then issued and outstanding; provided,
however, that the Magten Group may acquire Voting
Securities without regard to the foregoing limitation if
any of the following events shall occur: (i) a tender or
exchange offer is made by any person or 13D Group (as
hereinafter defined) (other than an affiliate of, or any
person acting in concert with, any member of the Magten
Group) to acquire Voting Securities which, if added to
the Voting Securities, if any, already then owned by such
person or 13D
PAGE
<PAGE>
Group would represent more than 50% of the total combined
voting power of all Voting Securities then outstanding or
(ii) it is publicly disclosed or Magten otherwise learns
that voting Securities representing more than 50% of the
total combined voting power of all Voting Securities then
outstanding have been acquired, or are proposed (in a
public announcement or filing) to be acquired, by any
person or 13D Group (other than an affiliate of, or any
person acting in concert with, any member of the Magten
Group). As used herein, the term "13D Group" shall mean
any group of persons formed for the purpose of acquiring,
holding, voting or disposing of Voting Securities which
would be required under Section 13(d) of the Exchange Act
and the rules and regulations thereunder to file a
statement on Schedule 13D with the Securities and
Exchange Commission as a "person" within the meaning of
Section 13(d)(3) of the Exchange Act if such group
beneficially owned Voting Securities representing more
than 5% of the total combined voting power of all Voting
Securities then outstanding.
(b) No member of the Magten Group shall,
directly or indirectly, offer, sell or transfer more than
10% (or 20% in the case of offers, sales or transfers to
mutual fund companies) of the total outstanding Voting
Securities (in a single transaction or a series of
related transactions) to any person or 13D Group (other
than to Thermadyne or to another member of the Magten
Group) unless Magten secures the binding agreement of the
acquirer to make a ratable offer to acquire not less than
such total number of Voting Securities from all stock-
holders of Thermadyne (including the Magten Group) for a
price at least equal to the highest consideration offered
by the acquirer to Magten for such Voting Securities;
provided, however, that the provisions of this paragraph
(b) shall not apply to offers, sales or transfers of
Voting Securities pursuant to (i) transactions consummat-
ed in the open market and (ii) underwritten public
offerings.
(c) The covenants and agreements set forth in
this Section 1 shall not apply to the portion of any
client account over which any member of the Magten Group
does not possess voting or investment control.
SECTION 2. Covenants of Thermadyne.
(a) Prior to the Termination Date and subject
to the further provisions hereof, in the event Magten
delivers a written request to Thermadyne seeking to waive
the restrictions contained in Section 1(a) above,
Thermadyne's Board of Directors shall, within 10 business
days, take all such corporate action as is necessary to
waive all such restrictions provided that (i) the grant
of such waiver will not result in, and cannot reasonably
be expected to result in, any unreimbursed costs,
expenses or
PAGE
<PAGE>
damages or in any other material adverse consequences to
Thermadyne and (ii) Magten's acquisition of a majority
interest in the Voting Securities can be accomplished in
an orderly manner.
(b) Prior to the Termination Date and subject
to the further provisions hereof, in the event Magten
delivers a written request to Thermadyne seeking to waive
the restrictions contained in Section 1(b) above,
Thermadyne's Board of Directors shall consider such
request in good faith and grant such waiver if, in the
Board's sole judgment, such waiver is in or not opposed
to the best interests of Thermadyne.
SECTION 3. Representations and Warranties of
Magten. Magten hereby represents and warrants to
Thermadyne that (a) Magten has the requisite corporate
power and authority to enter into this Agreement and to
carry out its obligations hereunder, (b) this Agreement
has been duly authorized, executed and delivered by
Magten and constitutes a valid and binding agreement of
Magten enforceable in accordance with its terms, and (c)
neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby
conflict with the certificate of incorporation or bylaws
of Magten or constitute a violation or default under any
material agreement or instrument to which Magten is a
party or by which Magten or any of its material proper-
ties may be bound.
SECTION 4. Representations and Warranties of
Thermadyne. Thermadyne hereby represents and warrants to
Magten that (a) Thermadyne has the requisite corporate
power and authority to enter into this Agreement and to
carry out its obligations hereunder, (b) this Agreement
has been duly authorized, executed and delivered by
Thermadyne and constitutes a valid and binding agreement
of Thermadyne enforceable in accordance with its terms,
and (c) neither the execution and delivery of this
Agreement nor the consummation of the transactions
contemplated hereby conflict with the certificate of
incorporation or bylaws of Thermadyne or constitute a
violation or default under any material agreement or
instrument to which Thermadyne is a party or by which
Thermadyne or any of its material properties may be
bound.
SECTION 5. Termination. This Agreement may be
terminated by mutual consent of the parties hereto and
will automatically terminate on November 1, 2003 unless
extended pursuant to a written instrument signed by both
parties hereto (such date of termination hereinafter
being referred to as the "Termination Date").
<PAGE>
<PAGE>
SECTION 6. Injunctive Relief. Magten and Therma-
dyne acknowledge and agree that irreparable damage would
occur in the event any of the provisions of this Agree-
ment were not performed in accordance with their terms or
were otherwise breached. It is therefore agreed that the
parties shall be entitled to an injunction or injunc-
tions, without any requirement to post any bond, to
prevent breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof
in any court of the United States or any state having
jurisdiction, in addition to any other remedy which
either party may have at equity or law.
SECTION 7. Amendment and Modification. This
Agreement may be amended, modified or supplemented only
by a written instrument signed by both parties hereto.
SECTION 8. Validity. The invalidity or enforce-
ability of any provision of this Agreement shall not
affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full
force and effect.
SECTION 9. Parties in Interest. This Agreement
shall be binding upon and inure solely to the benefit of
each party hereto, and, nothing in this Agreement,
express or implied, is intended to confer upon any other
person (including, without limitation, any other stock-
holder of Thermadyne) any rights or remedies of any
nature whatsoever under or by reason of this Agreement.
SECTION 10. Notices. All notices and other
communications hereunder shall be in writing and shall be
deemed given upon the earlier of delivery thereof if by
hand or upon receipt if sent by mail (registered or
certified mail, postage prepaid, return receipt request-
ed) or on the second next business day after deposit if
sent by a recognized overnight delivery service or upon
transmission if sent by telecopy or facsimile transmis-
sion (with request of assurance of receipt in a manner
customary for communication of such type) as follows:
If to Magten, to:
Magten Asset Management Corp.
35 East 21st Street
New York, NY 10010
Attention: Talton R. Embry
PAGE
<PAGE>
If to Thermadyne, to:
Thermadyne Holdings Corporation
101 South Hanley Road
St. Louis, MO 63105
Attention: Randall E. Curran
SECTION 11. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of
the State of New York without regard to the conflicts-of-
laws rules thereof.
SECTION 12. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall
constitute one and the same agreement.
SECTION 13. Entire Agreement. This Agreement
embodies the entire agreement and understanding of the
parties hereto in respect of the subject matter contained
herein and supersedes any prior agreements and under-
standings between the parties with respect to such
subject matter.
SECTION 14. Assignment. This Agreement shall not
be assigned by operation of law or otherwise.
SECTION 15. Successors and Assigns. All of the
provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their
respective successors and assigns.
SECTION 16. Usage of Terms. For the purposes of
this Agreement, unless otherwise specified:
"affiliate" means, with respect to a person, any
other person that, directly or indirectly through one or
more intermediaries, controls, or is controlled by, or is
under common control with, such first person.
"control" means the possession, directly or indi-
rectly, of the power to direct or cause the direction of
the management and policies of a person, whether through
the ownership of voting securities, by contract or
otherwise.
"person" means any individual, sole proprietorship,
corporation, partnership, trust, unincorporated organiza-
tion, mutual company, joint stock company, estate, union,
employee organization, government or any agency or
political subdivision thereof.
PAGE
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto
has caused this Agreement to be signed on its behalf by
its duly authorized officers, all as of the day and year
first above written.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
Name: /s/ Talton R. Embry
Title: /s/ Chairman
THERMADYNE HOLDINGS CORPORATION
By: /s/ James H. Tate
Name: /s/ James H. Tate
Title: /s/ Sr. VP & CFO
