<PAGE> 1
RULE 424(b)(3)
FILE NO. 33-77124
FIRST SUPPLEMENT TO PROSPECTUS
$12,405,000
10.25% SENIOR NOTES DUE MAY 1, 2002
$22,670,000
10.75% SENIOR SUBORDINATED NOTES DUE NOVEMBER 1, 2003
THERMADYNE HOLDINGS CORPORATION
This First Supplement to Prospectus amends and supplements the Prospectus,
dated April 8, 1996 (the "Prospectus"), of Thermadyne Holdings Corporation (the
"Company") relating to the offering from time to time by certain holders (the
"Selling Securityholders") of the Company's 10.25% Senior Notes due May 1, 2002
(the "New Senior Notes") and 10.75% Senior Subordinated Notes due November 1,
2003 (the "New Subordinated Notes" and, together with the New Senior Notes, the
"New Notes").
CHANGE IN SELLING SECURITYHOLDER INFORMATION
The following table sets forth, as of February 28, 1997, the names of the
Selling Securityholders, the principal amount of New Notes that each Selling
Securityholder may offer and sell pursuant to the Prospectus as supplemented
hereby, and the securities beneficially owned by each Selling Securityholder.
The information set forth below updates and corrects certain information
contained in the Prospectus with respect to the Selling Securityholders. Because
the Selling Securityholders may sell all or a portion of their New Notes at any
time and from time to time after the date hereof, no estimate can be made of the
amount of New Notes offered hereby that each Selling Securityholder may retain
upon completion of the offering to which this First Supplement to Prospectus
relates. None of the Selling Securityholders has any material relationship with
the Company except as set forth in the notes to the table below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF SECURITIES
------------------------------------------------------------------
BENEFICIAL BENEFICIAL
OWNERSHIP OF OWNERSHIP OF
NAME OF NEW SENIOR NEW SENIOR NEW SUBORDINATED NEW SUBORDINATED
BENEFICIAL OWNER NOTES OFFERED NOTES NOTES OFFERED NOTES
---------------- ------------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C>
Fidelity Advisor Series II:
Fidelity Advisor High Yield
Fund(1).......................... $ 145,000 $ 565,000 $ 1,158,000 $ 1,938,000
Fidelity Summer Street Trust:
Fidelity Capital & Income Fund(2)... 10,105,000 11,711,000 14,011,000 25,239,000
Fidelity Puritan Trust:
Fidelity Puritan Fund............... 2,150,000 2,790,000 2,983,000 8,019,000
Variable Insurance Products Fund:
High Income Portfolio............... 5,000 1,484,000 2,559,000 5,226,000
Fidelity Magellan Fund................ 0 0 1,957,000 1,957,000
Fidelity Management Trust Company on
behalf of accounts managed by it.... 0 0 2,000 1,869,000
</TABLE>
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(1) As of February 28, 1997, the beneficial owner also held 14,085 shares of
common stock, par value $.01 per share, of the Company.
(2) As of February 28, 1997, the beneficial owner also held 2,424,935 shares of
common stock, par value $.01 per share, of the Company.
THE DATE OF THIS FIRST SUPPLEMENT TO PROSPECTUS IS MARCH 31, 1997.
<PAGE> 2
RULE 424(b)(3)
FILE NO. 33-77124
FIRST SUPPLEMENT TO PROSPECTUS
5,383,851 SHARES
THERMADYNE HOLDINGS CORPORATION
COMMON STOCK
This First Supplement to Prospectus amends and supplements the Prospectus,
dated April 8, 1996 (the "Prospectus"), of Thermadyne Holdings Corporation (the
"Company") relating to the offering from time to time by certain selling
stockholders (the "Selling Securityholders") of the Company of shares of common
stock, par value $.01 per share, of the Company (the "New Common Stock"). The
New Common Stock is quoted on The Nasdaq Stock Market ("Nasdaq") under the
symbol "TDHC". On February 28, 1997, the last reported sales price of New Common
Stock on Nasdaq was $27 7/8 per share.
CHANGE IN SELLING SECURITYHOLDER INFORMATION
The following table sets forth, as of February 28, 1997, the names of the
Selling Securityholders, the shares of New Common Stock that each Selling
Securityholder may offer and sell pursuant to the Prospectus as supplemented
hereby, and the number of shares of New Common Stock beneficially owned by each
Selling Securityholder. The information set forth below updates and corrects
certain information contained in the Prospectus with respect to the Selling
Securityholders. Because the Selling Securityholders may sell all or a portion
of their New Common Stock at any time and from time to time after the date
hereof, no estimate can be made of the number of shares of New Common Stock
offered hereby that each Selling Securityholder may retain upon completion of
the offering to which this First Supplement to Prospectus relates. None of the
Selling Securityholders has had any material relationship with the Company
except as set forth in the notes to the table below.
<TABLE>
<CAPTION>
BENEFICIAL
SHARES OF OWNERSHIP OF
NAME OF NEW COMMON NEW COMMON
BENEFICIAL OWNER STOCK OFFERED STOCK
---------------- ------------- ------------
<S> <C> <C>
The Bakal Company Limited Partnership(1).................... 5,470 7,900
Talton R. Embry Custodian for Eleanor L. Embry under the NY
Uniform Gifts to Minors Act(2)............................ 271 895
Anne K. Embry & Julie Kammerer(1)........................... 2,713 5,200
General Motors Employees Domestic Group Pension Trust(1).... 1,172,611 1,701,125
Hughes Master Retirement Trust(1)........................... 394,973 640,000
Jennifer Russell(1)......................................... 2,713 3,275
L.A. Fire & Police Pension Systems -- Fund 2525(1).......... 379,931 519,000
Magten Asset Management Corporation Pension Plan &
Trust(1).................................................. 10,854 30,240
Magten Asset Management Corporation Profit Sharing
Plan(1)................................................... 4,341 11,500
Magten Asset Management Corporation Rollover Account(1)..... 3,256 7,400
Magten Asset Management Corporation Voluntary
Contribution(1)........................................... 4,341 7,500
Marguerite T. Embry -- IRA(2)............................... 271 850
Navy Exchange Service Command Retirement Trust(1)........... 146,529 300,000
Talton R. Embry Custodian for Talton Oliver Tenney Embry
under the NY Uniform Gifts to Minors Act(2)............... 271 1,321
Talton R. Embry -- IRA(3)................................... 271 800
Western Union Pension Trust(1).............................. 257,783 291,601
Mercantile Safe Deposit & Trust Company Magten Omnibus
Account(1)................................................ 37,547 79,647
Fidelity Advisor Series II: Fidelity Advisor High Yield
Fund...................................................... 14,085 14,085
Fidelity Summer Street Trust: Fidelity Capital & Income
Fund...................................................... 2,384,935 2,424,935
Dean Witter High Yield Securities Incorporated.............. 451,613 451,613
High Income Advantage Trust II.............................. 25,000 25,000
Dean Witter Variable Investment Series: High Yield Series... 84,072 84,072
</TABLE>
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(1) The shares shown in the table are held by clients or employee benefit plans
of Magten, of which Mr. Talton R. Embry, a director of the Company, is sole
stockholder, Managing Director and Chief Investment Officer.
(2) The shares shown in the table are held by or for the benefit of relatives of
Mr. Talton R. Embry, a director of the Company.
(3) Mr. Embry has been a director of the Company since February 1994.
THE DATE OF THIS FIRST SUPPLEMENT TO PROSPECTUS IS MARCH 31, 1997.
