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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 4
Name of Issuer: Thermadyne Holdings Corporation
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 883435109
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Felix Kozodoy, Magten Asset Management Corp.,
35 E. 21st St., New York, New York 10010
(Date of Event which Requires Filing of this Statement)
May 27, 1998
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 883435109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Magten Asset Management Corp.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
O
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
-0-
8. Shared Voting Power:
227,897
9. Sole Dispositive Power:
-0-
10. Shared Dispositive Power:
267,339
11. Aggregate Amount Beneficially Owned by Each Reporting Person
267,339
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
8.3%
14. Type of Reporting Person
CO
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CUSIP No.: 883435109
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Talton R. Embry
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Source of Funds
O
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
4,618
8. Shared Voting Power:
227,897
9. Sole Dispositive Power:
4,618
10. Shared Dispositive Power:
267,339
11. Aggregate Amount Beneficially Owned by Each Reporting Person
271,957
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
8.4%
14. Type of Reporting Person
IN
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The Schedule 13D was initially filed on July 25, 1996
(collectively, with all amendments thereto, the
"Schedule 13D") by (i) Magten Asset Management Corp., a
Delaware corporation ("Magten"), with respect to the shares
of Common Stock beneficially owned by investment advisory
clients of Magten, and (ii) Talton R. Embry ("Embry";
together with Magten, the "Filing Persons"). The
Schedule 13D is hereby amended by this Amendment No. 4 as
follows:
Item 5. Interest in Securities of the Issuer.
Item 5 as reported on Schedule 13D is hereby amended and
restated in its entirety as follows:
(a) Magten has beneficial ownership of an aggregate 267,339
shares of Common Stock of the Company, constituting
approximately 8.3% of the 3,236,898 shares of Common
Stock reported by the Company as outstanding as of June
9, 1998. All of these shares of Common Stock are
beneficially owned by investment advisory clients of
Magten (collectively, the "Investment Advisory Shares").
Magten has shared voting power (with its investment
advisory clients and Embry) with respect to 227,897 of
the shares of Common Stock owned by these clients and
shared dispositive power (with its investment advisory
clients and Embry) with respect to all 267,339 shares of
Common Stock owned by these clients.
Magten may be deemed to be the beneficial owner of the
Investment Advisory Shares. Pursuant to Rule 13d-4
promulgated under the Securities Exchange Act of 1934,
Magten hereby declares that the filing of this
Schedule 13D shall not be construed as an admission that
it is the beneficial owner of the Investment Advisory
Shares.
(b) Embry, as sole stockholder and a Managing Director of
Magten, may be deemed to beneficially own all the shares
of Common Stock beneficially owned by Magten, as
described in Item 5(a) above.
In addition, Embry directly owns 61 shares of Common
Stock. Embry has sole voting and dispositive power with
respect to these 61 shares of Common Stock.
Embry, as trustee of four pension trusts for the benefit
of current and former employees of Magten including
himself (the "Pension Trusts"), also has sole voting and
dispositive power with respect to 4,304 shares of Common
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Stock owned by such trusts (collectively, the "Pension
Trust Shares").
Embry, has sole voting and investment power with respect
to 168 shares of Common Stock held by his minor children
and with respect to 65 shares of Common Stock held by
his wife (collectively, the "Family Shares").
Embry, as trustee for a trust for the benefit of a
family members (the "Family Trust"), also has sole
voting and dispositive power with respect to 20 shares
owned by such trust (the "Family Trust Shares").
The shares described in Item 5(a) as beneficially owned
by Magten with respect to which Embry may be deemed a
beneficial owner, together with the additional shares
described in this Item 5(b) with respect to which Embry
may also be deemed a beneficial owner, aggregate 271,957
shares of Common Stock and constitute approximately 8.4%
of the outstanding shares of Common Stock of the
Company.
Pursuant to Rule 13d-4, Embry hereby declares that the
filing of this Schedule 13D shall not be construed as an
admission that he is the beneficial owner of the
Investment Advisory Shares, the Pension Trust Shares (to
the extent such shares exceed his and his wife's pro
rata interest as beneficiaries of such trusts), the
Family Shares or the Family Trust Shares.
(c) The shares of Common Stock sold by the Filing Persons in
the sixty days prior to May 27, 1998 were sold in
connection with the merger between the Company and
Mercury Acquisition Corporation (the "Merger"). The
Merger was effected pursuant to an Agreement and Plan of
Merger dated as of January 20, 1998 (the "Merger
Agreement"). The Merger Agreement was approved by the
stockholders of the Company on May 21, 1998. In
connection with the Merger, Magten sold 3,250,434 shares
of Common Stock that it may have been deemed to
beneficially own and Mr. Embry disposed of 3,306,587
shares he may have been deemed to beneficially own. On
May 27, 1998 the Filing Persons received $34.50 per
share for the shares of Common Stock of the Company that
they sold in connection with the Merger.
(d) The beneficial owners of the Investment Advisory Shares
have the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale
of such shares. The beneficiaries of the Pension
Trusts, the Family Trusts, Embry's wife and Embry's
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minor children have the right to receive dividends from
or proceeds from the sale of the Pension Trust Shares,
the Family Trust Shares, and the Family Shares,
respectively.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The Filing Persons have no contract, arrangement,
understanding or relationship with any person with
respect to the Common Stock of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing agreement.
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Signatures
The undersigned, after reasonable inquiry and to
the best of their knowledge and belief, certify that the
information set forth in this statement is true, complete
and correct.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry, Chairman
/s/ Talton R. Embry
____________________________
Talton R. Embry
June 10, 1998
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment to
Schedule 13D dated June 10, 1998 relating to the Common
Stock of Thermadyne Holdings Corporation shall be filed on
behalf of the undersigned.
MAGTEN ASSET MANAGEMENT CORP.
By: /s/ Talton R. Embry
_____________________________
Talton R. Embry, Chairman
By: /s/ Talton R. Embry
____________________________
Talton R. Embry
June 10, 1998
10
01651001.AL0
