SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 16, 1998
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THERMADYNE HOLDINGS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23378 74-2482571
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
101 South Hanley Road 63105
St. Louis, Missouri ----------
---------------------------------------- (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (314) 721-5573
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ITEM 5. OTHER EVENTS.
As a result of the decreased holdings by the public resulting from the May
22, 1998 merger (the "Merger") of Thermadyne Holdings Corporation (the
"Company") with Mercury Acquisition Corporation, a Delaware corporation and an
affiliate of DLJ Merchant Banking Partners II, L.P., on May 26, 1998, the Nasdaq
Stock Market, Inc. ("Nasdaq") determined that the Company no longer met the
requirements for continued listing on the Nasdaq National Market. As a result,
Nasdaq advised the Company that the Company's Common Stock was delisted
effective on the close of business on October 16, 1998. On October 16, 1998, the
Company issued a press release announcing the delisting of the Company's Common
Stock. That press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference and made a part hereof.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Exhibits.
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99.1 - Press Release dated October 16, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THERMADYNE HOLDINGS CORPORATION
Date: October 29, 1998 By: /s/ James H. Tate
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James H. Tate
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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99.1 - Press Release dated October 16, 1998.
THERMADYNE HOLDINGS CORPORATION ANNOUNCES
NASDAQ DELISTING
ST. LOUIS, Missouri, October 16, 1998 - Thermadyne Holdings Corporation
announced today that as a result of the decreased holdings by the public
resulting from the previously announced May 22, 1998, merger (the "Merger") of
Thermadyne Holdings Corporation (the "Company") with Mercury Acquisition
Corporation, a Delaware corporation and an affiliate of DLJ Merchant Banking
Partners II, L.P., the Company's Common Stock no longer meets certain
requirements for continued listing on the Nasdaq National Market. The Company
has been informed by the Nasdaq that the Company's Common Stock was delisted
effective as of the close of business on October 16, 1998.
Due to the delisting, no established trading market for the Company's
Common Stock will exist. Although prices in respect of trades may be published
by the National Association of Securities Dealers, Inc. periodically in the
"pink sheets," quotes for such shares will likely not be readily available. As a
result, it is anticipated that such shares will trade much less frequently
relative to the trading volume of the Company's Common Stock prior to the Merger
and stockholders may experience difficulty selling shares or obtaining prices
that reflect the value thereof.
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Notwithstanding the delisting of the Company's Common Stock, the Company's
Common Stock will continue to be registered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith, the Company
is subject to the information and reporting and other requirements of the
Exchange Act.
Thermadyne, headquartered in St. Louis, is a multinational manufacturer of
cutting and welding equipment.
# # # #
For more information, contact James H. Tate, Senior Vice
President and Chief Financial Officer, Thermadyne Holdings
Corporation, 314/746-2107.
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