<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
THERMADYNE HOLDINGS CORPORATION
(Name of Issuer)
THERMADYNE HOLDINGS CORPORATION
MERCURY ACQUISITION CORPORATION
DLJ MERCHANT BANKING PARTNERS II, L.P.
DLJ OFFSHORE PARTNERS II, C.V.
DLJ DIVERSIFIED PARTNERS, L.P.
DLJMB FUNDING II, INC.
DLJ MERCHANT BANKING PARTNERS II-A, L.P.
DLJ DIVERSIFIED PARTNERS-A L.P.
DLJ EAB PARTNERS, L.P.
DLJ MILLENNIUM PARTNERS, L.P.
DLJ MILLENNIUM PARTNERS-A, L.P.
UK INVESTMENT PLAN 1997 PARTNERS
DLJ FIRST ESC L.P.
DLJ ESC II L.P.
RANDALL E. CURRAN
JAMES H. TATE
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
88345109
(CUSIP Number of Class of Securities)
RANDALL E. CURRAN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
THERMADYNE HOLDINGS CORPORATION
101 SOUTH HANLEY ROAD, SUITE 300
ST. LOUIS, MISSOURI
(314) 721-5573
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications on Behalf of the Persons Filing
Statement)
COPIES TO:
R. SCOTT COHEN, ESQ. GEORGE R. BASON, JR., ESQ.
WEIL, GOTSHAL & MANGES LLP DAVIS POLK & WARDWELL
100 CRESCENT COURT, SUITE 1300 450 LEXINGTON AVENUE
DALLAS, TEXAS 75201 NEW YORK, NY 10017
APRIL , 1998
(Date Proxy Statement First Published, Sent or Given to Security Holders)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
<PAGE>
Thermadyne Holdings Corporation, a Delaware corporation (the "Company"),
Mercury Acquisition Corporation, a Delaware corporation ("Mercury"), Randall
E. Curran, James H. Tate and the following entities (collectively, the "DLJ
Entities"): DLJ Merchant Banking Partners II, L.P. ("DLJMB"), a Delaware
limited partnership, DLJ Offshore Partners II, C.V. ("Offshore"), a
Netherlands Antilles limited partnership, DLJ Diversified Partners, L.P.
("Diversified"), a Delaware limited partnership, DLJMB Funding II, Inc.
("Funding"), a Delaware corporation, DLJ Merchant Banking Partners II-A, L.P.
("DLJMB-A"), a Delaware limited partnership, DLJ Diversified Partners-A L.P.
("Diversified-A"), a Delaware limited partnership, DLJ EAB Partners, L.P.
("EAB"), a Delaware limited partnership, DLJ Millennium Partners, L.P.
("Millennium"), a Delaware limited partnership, DLJ Millennium Partners-A,
L.P. ("Millennium-A"), a Delaware limited partnership, UK Investment Plan
1997 Partners ("UK Partners"), a Delaware partnership, DLJ First ESC L.P.
("DLJ First"), a Delaware limited partnership, and DLJ ESC II, L.P. ("ESC
II"), a Delaware limited partnership, hereby submit their Rule 13e-3
Transaction Statement on Schedule 13E-3 (the "Statement"). The Statement
relates to a proposed Agreement and Plan of Merger dated as of January 20,
1998 (the "Merger Agreement") among the Company and Mercury Acquisition
Corporation ("MergerSub"), a Delaware corporation, pursuant to which
MergerSub will be merged with and into the Company (the "Merger"). Pursuant
to the Merger, each share (a "Share") of common stock, par value $0.01 per
share, of the Company issued and outstanding immediately prior to the
effective time of the Merger (other than (i) Shares held by the Company as
treasury stock or owned by MergerSub, which Shares shall be canceled, and
(ii) Shares as to which appraisal rights have been validly perfected) will be
converted at the election of the holder thereof, subject to the terms
described in the proxy statement/prospectus of the Company (the "Proxy
Statement/Prospectus"), into (a) the right to receive $34.50 in cash, or (b)
the right to retain one fully paid and nonassessable share of common stock of
the Company following the Merger.
This Statement is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Proxy Statement/Prospectus was filed by the Company with
the Securities and Exchange Commission (the "Commission") immediately prior
to the filing of this statement. Terms used but not defined herein shall have
the meanings set forth in the Proxy Statement/Prospectus.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement/Prospectus of the information required to be included in response
to the items of this Statement. The information in the Proxy
Statement/Prospectus, including all exhibits thereto, is hereby expressly
incorporated herein by reference and the responses to each item in this
Statement are qualified in their entirety by the information contained in the
Proxy Statement/Prospectus.
1
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CROSS-REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
- ------------------------- ----------------------------------------------------------------------------------
<S> <C>
Item 1(a) Cover Page; SUMMARY AND SPECIAL FACTORS--The Company
Item 1(b) SUMMARY AND SPECIAL FACTORS--The Special Meeting; THE SPECIAL MEETING--Record
Date; Stock Entitled to Vote; Quorum; DESCRIPTION OF COMPANY CAPITAL
STOCK--General
Item 1(c)-(d) SUMMARY AND SPECIAL FACTORS--Price of Company Common Stock; CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY--Consolidated Statements of Shareholder's Equity; Notes
to Consolidated Financial Statements: Note 8, Long-Term Obligations
Item 1(e) **
Item 1(f) **
Item 2(a)-(g) MERGERSUB AND DLJMB; MANAGEMENT FOLLOWING THE MERGER. This Schedule 13E-3 is being
filed by the issuer, Mercury, the DLJ Entities and Messrs. Randall E. Curran and
James H. Tate. Messrs. Curran and Tate have not in the last five years been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), nor have Messrs. Curran and Tate in the last five years been a
party to a civil proceeding of a judicial or administrative body resulting in a
judgment, decree or order enjoining further violation of, or prohibiting
activities, e.g., to, federal or state securities laws or finding any violation of
such laws.
Item 3(a)(1)-(2) **
Item 3(b) THE MERGER--Background of the Merger;--Effect on Stock Options and Employee
Benefit Matters;--Interests of Certain Persons in the Merger; DIRECTORS AND
EXECUTIVE OFFICERS OF THE COMPANY; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT; COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS; CERTAIN
PROVISIONS OF THE VOTING AGREEMENTS; MERGERSUB AND DLJMB
Item 4(a) SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER; CERTAIN PROVISIONS OF THE
MERGER AGREEMENT; CERTAIN PROVISIONS OF THE VOTING AGREEMENTS
Item 4(b) THE MERGER--Effect on Stock Options and Employee Benefit Matters;--Interests of
Certain Persons in the Merger; DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY;
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT; COMPENSATION OF
EXECUTIVE OFFICERS AND DIRECTORS; CERTAIN PROVISIONS OF THE VOTING AGREEMENTS
Item 5(a)-(g) SUMMARY AND SPECIAL FACTORS; RISK FACTORS; THE MERGER; DESCRIPTION OF COMPANY
CAPITAL STOCK; CERTAIN PROVISIONS OF THE MERGER AGREEMENT; MANAGEMENT FOLLOWING
THE MERGER; MERGERSUB AND DLJMB
Item 6(a), (c)(1)-(2) SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER --Merger
Consideration;--Merger Financing; CERTAIN PROVISIONS OF THE MERGER
AGREEMENT--Financing; MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS--Liquidity and Capital Resources; MERGERSUB AND DLJMB
2
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ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
- ------------------------- ----------------------------------------------------------------------------------
Item 6(b) Cover Page; SUMMARY AND SPECIAL FACTORS--Certain Fees and Expenses; CERTAIN
PROVISIONS OF THE MERGER AGREEMENT--Expenses; UNAUDITED CONDENSED CONSOLIDATED PRO
FORMA FINANCIAL DATA; NOTES TO UNAUDITED CONDENSED CONSOLIDATED PRO FORMA
STATEMENT OF OPERATIONS; MANAGEMENT'S DISCUSSION AND ANAYLSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS; CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY--Notes to Consolidated Financial Statements: Note 2, Recent Events;
MERGERSUB AND DLJMB
Item 6(d) **
Item 7(a)-(c) SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER --Background of the
Merger;--Recommendation of the Board of Directors; Reasons for the Merger
Item 7(d) SUMMARY AND SPECIAL FACTORS; RISK FACTORS; THE MERGER--Material United States
Federal Income Tax Consequences;--Interests of Certain Persons in the Merger;
CERTAIN PROVISIONS OF THE MERGER AGREEMENT; MANAGEMENT FOLLOWING THE MERGER
Item 8(a)-(b) SUMMARY AND SPECIAL FACTORS--The Merger; THE SPECIAL MEETING; THE
MERGER--Background of the Merger;--Recommendation of the Board of Directors;
Reasons for the Merger; --Opinion of Financial Advisor;--Certain Estimates of
Future Operations and Other Information;--Merger Consideration; Annex D; SUMMARY
AND SPECIAL FACTORS--Price of Company Common Stock; CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY--Notes to Consolidated Financial Statements
Item 8(c) THE SPECIAL MEETING--Required Votes
Item 8(d) **
Item 8(e) SUMMARY AND SPECIAL FACTORS--The Special Meeting; THE SPECIAL MEETING; THE
MERGER--Recommendation of the Board of Directors; Reasons for the Merger
Item 8(f) **
Item 9(a)-(c) SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER --Background of the
Merger;--Opinion of Financial Advisor; Annex D
Item 10(a) SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER --Interests of Certain Persons
in the Merger; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT;
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS; MERGERSUB AND DLJMB
Item 10(b) **
Item 11 SUMMARY AND SPECIAL FACTORS--The Merger; THE MERGER; CERTAIN PROVISIONS OF THE
MERGER AGREEMENT; Annex A; CERTAIN PROVISIONS OF THE VOTING AGREEMENTS; Annex B;
Annex C; DESCRIPTION OF COMPANY CAPITAL STOCK; COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS; MERGERSUB AND DLJMB
Item 12(a)-(b) SUMMARY AND SPECIAL FACTORS--The Special Meeting; THE SPECIAL MEETING--Matters to
be Considered;--Required Votes; THE MERGER--Recommendation of the Board of
Directors; Reasons for the Merger; CERTAIN PROVISIONS OF THE VOTING AGREEMENTS;
Annex B; Annex C
3
<PAGE>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
- ------------------------- ----------------------------------------------------------------------------------
Item 13(a) SUMMARY AND SPECIAL FACTORS--The Merger; THE SPECIAL MEETING--Appraisal Rights;
DISSENTING STOCKHOLDERS' RIGHTS; Annex E
Item 13(b) **
Item 13(c) **
Item 14(a) THE MERGER--Recommendation of the Board of Directors; Reasons for the Merger;
SELECTED FINANCIAL DATA; CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY
Item 14(b) SUMMARY AND SPECIAL FACTORS--Summary Selected Historical and Unaudited Condensed
Consolidated Pro Forma Financial Data; UNAUDITED CONDENSED CONSOLIDATED PRO FORMA
FINANCIAL DATA; SELECTED FINANCIAL DATA; CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY
Item 15(a)-(b) THE SPECIAL MEETING--Solicitation of Proxies
Item 16 **
Item 17(a) **
Item 17(b) Annex D
Item 17(c) Annex A; Annex B; Annex C
Item 17(d) **
Item 17(e) Annex E
Item 17(f) **
</TABLE>
- ------------
** The Item is inapplicable or the answer thereto is in the negative.
ITEM 1. ISSUER AND CLASS OF SECURITIES SUBJECT TO THE TRANSACTION
(a) The information set forth on the cover page of, and under "SUMMARY AND
SPECIAL FACTORS -- The Company" in, the Proxy Statement/Prospectus is
incorporated herein by reference.
(b) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Special Meeting", "THE SPECIAL MEETING -- Record Date; Stock Entitled to
Vote; Quorum" and "DESCRIPTION OF COMPANY CAPITAL STOCK -- General" in the
Proxy Statement/Prospectus is incorporated herein by reference.
(c)-(d) The information set forth under "SUMMARY AND SPECIAL FACTORS --
Price of Company Common Stock", and "CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY -- Consolidated Statements of Shareholder's Equity", "Notes to
Consolidated Financial Statements: Note 8, Long-Term Obligations" in the
Proxy Statement/Prospectus is incorporated herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. IDENTITY AND BACKGROUND
(a) The information set forth under "MERGERSUB AND DLJMB" in the Proxy
Statement/ Prospectus is incorporated herein by reference. This Schedule
13E-3 is being filed by the issuer, Mercury, the DLJ Entities and Messrs.
Randall E. Curran and James H. Tate.
(b)-(g) Not applicable.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1)-(2) Not applicable.
4
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(b) The information set forth under "THE MERGER -- Background of the
Merger; -- Effect on Stock Options and Employee Benefit Matters; -- Interests
of Certain Persons in the Merger", "DIRECTORS AND EXECUTIVE OFFICERS OF THE
COMPANY", "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT",
"COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS", "CERTAIN PROVISIONS OF
THE VOTING AGREEMENTS" and "MERGERSUB AND DLJMB" in the Proxy
Statement/Prospectus is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTIONS
(a) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger", "THE MERGER", "CERTAIN PROVISIONS OF THE MERGER AGREEMENT" and
"CERTAIN PROVISIONS OF THE VOTING AGREEMENTS" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth under "THE MERGER -- Effect on Stock Options
and Employee Benefit Matters; -- Interests of Certain Persons in the Merger"
, "DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY", "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT", "COMPENSATION OF EXECUTIVE
OFFICERS AND DIRECTORS" and "CERTAIN PROVISIONS OF THE VOTING AGREEMENTS" in
the Proxy Statement/ Prospectus is incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OF AFFILIATE
(a)-(g) The information set forth under "SUMMARY AND SPECIAL FACTORS",
"RISK FACTORS", "THE MERGER", "DESCRIPTION OF COMPANY CAPITAL STOCK",
"CERTAIN PROVISIONS OF THE MERGER AGREEMENT", "MANAGEMENT FOLLOWING THE
MERGER" and "MERGERSUB AND DLJMB" in the Proxy Statement/Prospectus is
incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a), (c)(1)-(2) The information set forth under "SUMMARY AND SPECIAL
FACTORS -- The Merger", "THE MERGER -- Merger Consideration; -- Merger
Financing", "CERTAIN PROVISIONS OF THE MERGER AGREEMENT -- Financing",
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS -- Liquidity and Capital Resources", and "MERGERSUB AND DLJMB" in
the Proxy Statement/Prospectus is incorporated herein by reference.
(b) The information set forth on the cover page of, and under "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT -- Expenses", UNAUDITED CONDENSED
CONSOLIDATED PRO FORMA FINANCIAL DATA; NOTES TO UNAUDITED CONDENSED
CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS", "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS", "CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY -- Notes to Consolidated Financial
Statements: Note 2, Recent Events", and "MERGERSUB AND DLJMB" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
(a)-(c) The information set forth under "SUMMARY AND SPECIAL FACTORS --
The Merger", and "THE MERGER -- Background of the Merger; -- Recommendation
of the Board of Directors; Reasons for the Merger" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(d) The information set forth under "SUMMARY AND SPECIAL FACTORS", "RISK
FACTORS", "THE MERGER -- Material United States Federal Income Tax
Consequences; -- Interests of Certain Persons in the Merger", "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT", and "MANAGEMENT FOLLOWING THE MERGER" in
the Proxy Statement/Prospectus is incorporated herein by reference.
5
<PAGE>
ITEM 8. FAIRNESS OF THE TRANSACTIONS
(a)-(b) The information set forth under "SUMMARY AND SPECIAL FACTORS --
The Merger", "THE SPECIAL MEETING", "THE MERGER -- Background of the Merger;
- -- Recommendation of the Board of Directors; Reasons for the Merger; --
Opinion of Financial Advisor; -- Certain Estimates of Future Operations and
Other Information; -- Merger Consideration", "Annex D", "SUMMARY AND SPECIAL
FACTORS -- Price of Company Common Stock", and "CONSOLIDATED FINANCIAL
STATEMENTS OF THE COMPANY -- Notes to Consolidated Financial Statements" in
the Proxy Statement/Prospectus is incorporated herein by reference.
(c) The information set forth under "THE SPECIAL MEETING -- Required
Votes" in the Proxy Statement/Prospectus is incorporated herein by reference.
(d) No representative was hired solely on behalf of unaffiliated security
holders.
(e) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Special Meeting", "THE SPECIAL MEETING" and "THE MERGER -- Recommendation of
the Board of Directors; Reasons for the Merger" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a)-(c) The information set forth under "SUMMARY AND SPECIAL FACTORS --
The Merger", "THE MERGER -- Background of the Merger; -- Opinion of Financial
Advisor", and "Annex D" in the Proxy Statement/Prospectus is incorporated
herein by reference.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger", "THE MERGER -- Interests of Certain Persons in the Merger",
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT",
"COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS", and "MERGERSUB AND DLJMB"
in the Proxy Statement/ Prospectus is incorporated herein by reference.
(b) No transactions of the type required to be disclosed by Item 10(b)
have been effected in the past 60 days.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES
The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger", "THE MERGER", "CERTAIN PROVISIONS OF THE MERGER AGREEMENT", "Annex
A", "CERTAIN PROVISIONS OF THE VOTING AGREEMENTS", "Annex B", "Annex C",
"DESCRIPTION OF COMPANY CAPITAL STOCK", "COMPENSATION OF EXECUTIVE OFFICERS
AND DIRECTORS", and "MERGERSUB AND DLJMB" in the Proxy Statement/Prospectus
is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD
TO THE TRANSACTION
(a)-(b) The information set forth under "SUMMARY AND SPECIAL FACTORS --
The Special Meeting", "THE SPECIAL MEETING -- Matters to be Considered; --
Required Votes", "THE MERGER -- Recommendation of the Board of Directors;
Reasons for the Merger", "CERTAIN PROVISIONS OF THE VOTING AGREEMENTS",
"Annex B" and "Annex C" in the Proxy Statement/Prospectus is incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
(a) The information set forth under "SUMMARY AND SPECIAL FACTORS -- The
Merger", "THE SPECIAL MEETING -- Appraisal Rights", "DISSENTING STOCKHOLDERS'
RIGHTS", and "Annex E" in the Proxy Statement/Prospectus is incorporated
herein by reference.
6
<PAGE>
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION
(a) The information set forth under "THE MERGER -- Recommendation of the
Board of Directors; Reasons for the Merger", "SELECTED FINANCIAL DATA" and
"CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY" in the Proxy
Statement/Prospectus is incorporated herein by reference.
(b) The information set forth under "SUMMARY AND SPECIAL FACTORS --
Summary Selected Historical and Unaudited Condensed Consolidated Pro Forma
Financial Data", "UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL DATA",
"SELECTED FINANCIAL DATA" and "CONSOLIDATED FINANCIAL STATEMENTS OF THE
COMPANY" in the Proxy Statement/Prospectus is incorporated herein by
reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a)-(b) The information set forth under "THE SPECIAL MEETING --
Solicitation of Proxies" in the Proxy Statement/Prospectus is incorporated
herein by reference.
ITEM 16. ADDITIONAL INFORMATION
Reference is hereby made to the Proxy Statement/Prospectus and to each
exhibit attached thereto, each of which is incorporated by reference herein.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not applicable.
(b) Opinion of Gleacher NatWest Inc. (incorporated by reference to Annex D
to the Proxy Statement/Prospectus).
(c)(1) Agreement and Plan of Merger dated as of January 20, 1998 between
Thermadyne Holdings Corporation and Mercury Acquisition Corporation and Form
of Amendment No. 1 thereto (incorporated by reference to Annex A to the Proxy
Statement/Prospectus).
(c)(2) Voting Agreement dated as of January 20, 1998 (including Amendment
No. 1 to the Voting Agreement dated as of February 20, 1998) among Thermadyne
Holdings Corporation, Mercury Acquisition Corporation, Magten Asset
Management Corp. and certain of its affiliates (incorporated by reference to
Annex B to the Proxy Statement/Prospectus).
(c)(3) Voting Agreement dated as of January 20, 1998 among Thermadyne
Holdings Corporation, Mercury Acquisition Corporation and Fidelity Capital &
Income Fund (incorporated by reference to Annex C to the Proxy
Statement/Prospectus).
(d) Proxy Statement/Prospectus and related Notice of Special Meeting and
Proxy (incorporated by reference to the Proxy Statement/Prospectus and
related material filed on Form S-4 by Thermadyne Holdings Corporation on the
date hereof).
(e) Section 262 of the General Corporation Law of the State of Delaware
(incorporated by reference to Annex E to the Proxy Statement/Prospectus).
(f) Not applicable.
7
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: April 16, 1998
THERMADYNE HOLDINGS CORPORATION
By: /s/ JAMES H. TATE
------------------------------
Name: James H. Tate
Title: Senior Vice President
and Chief
Financial Officer
DLJ MERCHANT BANKING PARTNERS II,
L.P., a Delaware Limited Partnership
By DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MERCHANT BANKING PARTNERS II-A,
L.P., a Delaware Limited Partnership
By DLJ Merchant Banking II, Inc.,
as managing general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ OFFSHORE PARTNERS II, C.V.,
a Netherlands Antilles Limited
Partnership
By DLJ Merchant Banking II, Inc.,
as advisory general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
8
<PAGE>
DLJ DIVERSIFIED PARTNERS, L.P.,
a Delaware Limited Partnership
By DLJ Diversified Partners II
Inc., as managing general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ DIVERSIFIED PARTNERS-A, L.P.,
a Delaware Limited Partnership
By DLJ Diversified Partners II,
Inc., as managing general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ EAB PARTNERS, L.P.,
a Delaware Limited Partnership
By DLJ LBO Plans Management
Corporation as manager
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ MILLENNIUM PARTNERS, L.P.,
a Delaware Limited Partnership
By DLJ Merchant Banking Partners
II, Inc., as managing general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
UK INVESTMENT PLAN 1997 PARTNERS
By Donaldson Lufkin & Jenrette,
Inc., as general partner
By: /s/ MARJORIE WHITE
------------------------------
Name: Marjorie White
Title: Vice President
9
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DLJ MILLENNIUM PARTNERS-A, L.P.,
a Delaware Limited Partnership
By DLJ Merchant Banking Partners
II, Inc., as managing general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJMB FUNDING II, INC.,
a Delaware Corporation
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ FIRST ESC, L.P.
By DLJ LBO Plans Management
Corporation, as general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
DLJ ESC II, L.P.
By DLJ LBO Plans Management
Corporation, as general partner
By: /s/ IVY DODES
------------------------------
Name: Ivy Dodes
Title: Vice President
UK INVESTMENT PLAN 1997 PARTNERS
By Donaldson, Lufkin & Jenrette,
Inc., as general partner
By: /s/ MARJORIE WHITE
------------------------------
Name: Marjorie White
Title: Vice President
10
<PAGE>
MERCURY ACQUISITION CORPORATION
By: /s/ WILLIAM F. DAWSON, JR.
--------------------------
Name: William F. Dawson,
Jr. Title: Vice President
RANDALL E. CURRAN
/s/ RANDALL E. CURRAN
------------------------------
Randall E. Curran
JAMES H. TATE
/s/ JAMES H. TATE
------------------------------
James H. Tate
11
