<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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.
(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 ("Mercury"), a Delaware corporation 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. This Schedule 13E-3 is being filed by the issuer, Mercury
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; 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
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
2
<PAGE>
ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
- ------------------------- ------------------------------------------------------------------------------
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
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) **
3
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ITEM IN
SCHEDULE 13E-3 WHERE LOCATED IN THE PROXY STATEMENT/PROSPECTUS
- ------------------------- ------------------------------------------------------------------------------
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 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", "CERTAIN PROVISIONS OF
THE VOTING AGREEMENTS" and "MERGERSUB AND DLJMB" in the Proxy
Statement/Prospectus is incorporated herein by reference.
4
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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" 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", "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.
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",
5
<PAGE>
"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", and "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.
(b) Not applicable.
(c) Not applicable.
6
<PAGE>
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
(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 (including Amendment
No. 1 to the Voting Agreement dated as of February 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: April 6, 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
<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
<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
