SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3 )*
THERMADYNE HOLDINGS CORPORATION
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
88343510
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(CUSIP Number)
*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).
CUSIP No. 88343510 SCHEDULE 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
WHIPPOORWILL ASSOCIATES, INC.
13-3595884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(see instructions) (b) [ ]
3 SEC USE ONLY
4 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 1,562,664
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH -0-
8 SHARED DISPOSITIVE POWER
1,562,664
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,562,664
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.1%
12 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
Page 3 of 4 Pages
This Amendment No. 3 amends the statement on Schedule 13G
(the "Schedule 13G") filed on April 14, 1994, as amended by Amendment
No. 1 thereto filed on February 14, 1996 and Amendment No. 2 filed
thereto on January 31, 1997, by Whippoorwill Associates, Inc.,
("Whippoorwill"), with respect to the Common Stock, par value $.01 per
share (the "Common Stock"), of Thermadyne Holdings Corporation, and is
being filed pursuant to Rule 13d-2(b) under the Securities Exchange
Act of 1934, as amended. The Common Stock reported in this Schedule
13G as beneficially owned by Whippoorwill as of December 31, 1997 is
held in Whippoorwill's client accounts and the filing of this
Schedule 13G shall not be construed as an admission that Whippoorwill
(or any of its principals) is, for purposes of Section 13 of the Act,
the beneficial owner of such securities.
Item 4 of the Schedule 13G is amended to read in its
entirety as follows:
Item 4. Ownership
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(a) Amount Beneficially Owned: 1,562,664 shares
(b) Percent of Class: 14.1%
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
1,562,664
(iii) sole power to dispose or to direct the
disposition of: -0-
(iv) shared power to dispose or to direct the
disposition of: 1,562,664
Item 10 of the Schedule 13G is amended to read in its
entirety as follows:
Item 10. Certification
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Page 4 of 4 Pages
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: February 17, 1998
WHIPPOORWILL ASSOCIATES, INC.
By:
/s/ Pamela M. Lawrence
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Name: Pamela M. Lawrence
Title: Managing Director
