As filed with the Securities and Exchange Commission on November 24, 1998.
Registration No. 33-77124
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 5
on
Form S-3
to
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Thermadyne Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 74-2482571 3548
(State or Other (I.R.S. Employer (Primary Standard
Jurisdiction of Identification No.) Industrial
Incorporation or Classification
Organization) Code Number)
RANDALL E. CURRAN
101 South Hanley Road, Suite 300 101 South Hanley Road, Suite 300
St. Louis, Missouri 63105 St. Louis, Missouri 63105
314-721-5573 314-721-5573
(Address, Including Zip Code, (Name, Address, Including Zip Code,
and Telephone Number, Including and Telephone Number, Including
Area Code of Registrant's Area Code, of Agent for Service)
Principal Executive Offices)
Copy to:
R. SCOTT COHEN
Weil, Gotshal & Manges LLP
100 Crescent Court
Suite 1300
Dallas, Texas 75201
This Post-Effective Amendment shall become effective in accordance with
the provisions of Section 8(c) of the Securities Act of 1933, as amended.
FILED FOR THE PURPOSE OF DEREGISTRATION OF UNSOLD SECURITIES
================================================================================
<PAGE>
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 5 on Form S-3 of Thermadyne Holdings
Corporation (the "Company") amends the Registration Statement on Form S-1 (No.
33-77124) (as previously amended, the "Registration Statement") of the Company
that was originally declared effective by the Securities and Exchange Commission
on May 26, 1995.
The Company originally registered an aggregate of 6,838,142 shares of
common stock, $46,726,000 aggregate principal amount of 10.25% Senior Notes due
May 1, 2002 and $64,849,000 aggregate principal amount of 10.75% Senior
Subordinated Notes due November 1, 2003 (collectively, the "Securities")
pursuant to Rule 415 under the Securities Act of 1933, as amended, for resale by
certain selling securityholders. Pursuant to an undertaking of the Company set
forth in Item 17(a)(3) of Part II of the Registration Statement, the Company
agreed to deregister any of the Securities that remained unsold at the
termination of the offering.
The offering was terminated on May 22, 1998 in connection with the
merger of Mercury Acquisition Corporation with and into the Company. The Company
hereby amends the Registration Statement by deregistering the remainder of
unsold Securities.
<PAGE>
SIGNATURES
This Post-Effective Amendment No. 5 to the Registration Statement has
been signed below pursuant to Rule 478(c) of the General Rules and Regulations
of the Securities Act of 1933, as amended, in the City of St. Louis, State of
Missouri, on the 24th day of November, 1998.
THERMADYNE HOLDINGS CORPORATION
By: /s/ James H. Tate
---------------------------------------
James H. Tate
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 5 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Randall E. Curran Chairman of the Board, November 23, 1998
- --------------------------- President and Chief
Randall E. Curran Executive Officer (principal
executive officer)
/s/ James H. Tate Director, Senior Vice November 23, 1998
- --------------------------- President and Chief
James H. Tate Financial Officer (principal
financial and accounting
officer)
/s/ Peter T. Grauer Director November 23, 1998
- ---------------------------
Peter T. Grauer
/s/ William F. Dawson, Jr. Director November 23, 1998
- ---------------------------
William F. Dawson, Jr.
/s/ John F. Fort III Director November 23, 1998
- ---------------------------
John F. Fort III
/s/ Harold A. Poling Director November 23, 1998
- ---------------------------
Harold A. Poling
/s/ Lawrence M.v.D. Schloss Director November 23, 1998
- ---------------------------
Lawrence M.v.D. Schloss
