<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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.
(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)
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
February , 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]
CALCULATION OF FILING FEE
- -----------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee*
$384,431,223.75 $71,950.05
- -----------------------------------------------------------------------------
* For purposes of calculation of fee only, this amount is based on (i)
11,155,235 (the number of shares of Common Stock of Thermadyne Holdings
Corporation outstanding as of January 31, 1998 ("Common Stock")) minus
485,010 (the number of shares of Common Stock to be retained in the
Merger) multiplied by $34.50, the cash consideration per share plus
(ii) 485,010 multiplied by , the average of the high and low sales
prices of the Common Stock on the NASDAQ National market on February
18, 1998, which product has been multiplied by 1/50th of one
percent. As permitted by Rule 0-11(a) under the Securities Exchange Act
of 1934, the amount paid by the Registrant indicated below has been
subtracted, and the balance ($) transferred by electronic funds
transfer to the Commission.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offering fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: $4,936.19 Filing Party: Thermadyne Holdings
Form or Registration No.: Form S-4 Corporation
Date Filed: February 20, 1998.
<PAGE>
Thermadyne Holdings Corporation, a Delaware corporation (the "Company"),
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
<PAGE>
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--The Company
Item 1(b) SUMMARY--The Special Meeting; THE SPECIAL MEETING-- Record Date; Stock
Entitled to Vote; Quorum; DESCRIPTION OF COMPANY CAPITAL STOCK--General
Item 1(c)-(d) SUMMARY--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) This Schedule 13E-3 is being filed by the issuer and the DLJ Entities.
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
Item 4(a) SUMMARY--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; RISK FACTORS; THE MERGER; DESCRIPTION OF COMPANY CAPITAL STOCK;
CERTAIN PROVISIONS OF THE MERGER AGREEMENT; MANAGEMENT FOLLOWING THE MERGER
Item 6(a), (c)(1)-(2) SUMMARY--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
Item 6(b) Cover Page; 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
Item 6(d) **
2
<PAGE>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
- ------------------------- ------------------------------------------------------------------------------
Item 7(a)-(c) SUMMARY--The Merger; THE MERGER--Background of the Merger;--Recommendation of
the Board of Directors; Reasons for the Merger
Item 7(d) SUMMARY; RISK FACTORS; THE MERGER--Certain 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--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--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--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--The Merger; THE MERGER--Background of the Merger;--Opinion of
Financial Advisor; Annex D
Item 10(a) SUMMARY--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
Item 10(b) **
Item 11 SUMMARY--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
Item 12(a)-(b) SUMMARY--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
Item 13(a) SUMMARY--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--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
3
<PAGE>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
- ------------------------- ------------------------------------------------------------------------------
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 --
The Company" in, the Proxy Statement/Prospectus is incorporated herein by
reference.
(b) The information set forth under "SUMMARY -- 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 -- 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) This Schedule 13E-3 is being filed by the issuer and the DLJ Entities.
(b)-(g) Not applicable.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1)-(2) Not applicable.
(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" and "CERTAIN PROVISIONS OF
THE VOTING AGREEMENTS" in the Proxy Statement/Prospectus is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTIONS
(a) The information set forth under "SUMMARY -- 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
4
<PAGE>
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", "RISK FACTORS", "THE
MERGER", "DESCRIPTION OF COMPANY CAPITAL STOCK", "CERTAIN PROVISIONS OF THE
MERGER AGREEMENT" and "MANAGEMENT FOLLOWING THE MERGER" 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 -- The Merger",
"THE MERGER -- Merger Consideration; -- Merger Financing", "CERTAIN
PROVISIONS OF THE MERGER AGREEMENT -- Financing" and "MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- Liquidity
and Capital Resources" 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" and "CONSOLIDATED
FINANCIAL STATEMENTS OF THE COMPANY -- Notes to Consolidated Financial
Statements: Note 2, Recent Events" 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 -- 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", "RISK FACTORS", "THE
MERGER, -- Certain 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.
ITEM 8. FAIRNESS OF THE TRANSACTIONS
(a)-(b) The information set forth under "SUMMARY -- 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 -- 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.
5
<PAGE>
(e) The information set forth under "SUMMARY -- 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 -- 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 -- The Merger", "THE MERGER
- -- Interests of Certain Persons in the Merger", "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT", and "COMPENSATION OF EXECUTIVE
OFFICERS AND DIRECTORS" 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 -- 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", and "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS", 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 -- 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 -- The Merger", "THE SPECIAL
MEETING -- Appraisal Rights", "DISSENTING STOCKHOLDERS' RIGHTS", and "Annex
E" in the Proxy Statement/Prospectus is incorporated herein by reference.
(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--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.
6
<PAGE>
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
(incorporated by reference to Annex A to the Proxy Statement/Prospectus).
(c)(2) Voting Agreement dated as of January 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
<PAGE>
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: February 20, 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
9
<PAGE>
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
