<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Thermadyne Holdings Corporation
---------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
000883435109
---------------------------------------
(CUSIP Number)
Ellen Oster, Esq., 767 Fifth Avenue, New York, NY 10153, (212) 418-6126
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 20, 1998
---------------------------------------
(Date of Event which Requires Filing
of this Statement)
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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) 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
disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
Page 1 of 31 Pages
Exhibit Index is on Page 18
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 000883435109 PAGE 2 OF 31 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
General Motors Employes Domestic Group Pension Trust
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
New York
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,701,125
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,701,125
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,701,125 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
EP
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 000883435109 PAGE 3 OF 31 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
General Motors Investment Management Corporation
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,701,125
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,701,125
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,701,125 shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
15.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IA, CO
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 31 Pages
Item 1. Security and Issuer.
This statement relates to shares of common stock, par value $.01 per share
(the "Shares"), of Thermadyne Holdings Corporation (the "Issuer"). The address
of the principal executive office of the Issuer is 101 South Hanley Road, St.
Louis, Missouri 63105.
Item 2. Identity and Background.
This statement is filed by the General Motors Employes Domestic Group
Pension Trust (the "Trust"), a trust formed pursuant to the laws of the State of
New York under and for the benefit of certain employee benefit plans of General
Motors Corporation ("GM") and its subsidiaries (the "Plans"), and General Motors
Investment Management Corporation, a Delaware corporation ("GMIMCo"). The Trust
and GMIMCo are referred to herein as the "Reporting Persons." The business
address of the Trust is c/o Mellon Bank, N.A., One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258. The business address of GMIMCo is 767 Fifth
Avenue, New York, New York 10153. The business address of GM, a Delaware
corporation engaged in automobile manufacturing, is 3044 West Grand Boulevard,
Detroit, Michigan 48202.
The assets of the Trust including the Shares are held by Mellon Bank, N.A.,
acting as trustee (the "Trustee"). Under the trust agreement appointing the
Trustee, the Trustee may act for the Trust with respect to the Shares only
pursuant to direction as described below. The Trustee may vote and dispose of
the Shares held by the Trust only pursuant to the direction of the External
Manager referred to in item 4 below. Because the Trustee is without authority to
vote or direct the voting of the Shares or to dispose or direct the disposition
for the Shares, except as so directed, it disclaims beneficial ownership of the
Shares and no information regarding the Trustee is contained in this statement.
GMIMCo is a wholly-owned subsidiary of GM, the principal business of which
is providing investment advise and investment management services with respect
to the assets of certain employee benefit plans of GM and its subsidiaries and
with respect to the assets of certain subsidiaries of GM and associated
entities.
Appendix A, which is incorporated herein by reference, sets forth the
following information with respect to the executive officers and directors of
each of GMIMCo and GM: (i) name, (ii) business address, (iii) present principal
occupation or employment and the name, principal business and address of any
corporation or organization in which such employment is conducted, and (iv)
citizenship.
During the past five years, none of the Reporting Persons, GM or, to the
best knowledge of the Reporting Persons, any of the persons identified on
Appendix A has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such entity or person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
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Page 5 of 31 Pages
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
GMIMCo has the responsibility to select and terminate investment managers
with respect to the Plans. One such investment manager acting with respect to
the Plans is Magten Asset Management Corp. (the "External Manager"). The
External Manager has discretionary authority over the assets of the Plans which
it manages including voting and investment power with respect to the Shares
included among such assets. The investment management agreement with the
External Manager provides that it may be terminated by GMIMCo on less than 60
days' notice. In that regard, in February 1996 the Reporting Persons filed, and
in March 1997 amended, a statement on Schedule 13G with respect to Shares
managed by the External Manager and one other external investment manager (which
no longer manages Shares).
The External Manager has advised that as of January 20, 1998, it, for
itself and on behalf of certain of its investment advisory clients including the
Trust, entered into a voting agreement with Mercury Acquisition Corporation
("Mercury") and the Issuer (as amended by Amendment No. 1 thereto dated February
20, 1998, the "Voting Agreement") pursuant to which each stockholder party
thereto agreed with Mercury, among other things, to vote its Shares, including
1,701,125 Shares managed by the External Manager on behalf of the Trust, in
favor of a merger of Mercury into the Issuer pursuant to the terms of an
Agreement and Plan of Merger dated as of January 20, 1998, between Mercury and
the Issuer (the "Merger Agreement").
The various trusts established under the Plans invest in a variety of
investment media, including publicly traded and privately placed securities.
Such investments could include Shares and/or other securities of the Issuer in
addition to those referred to in this statement ("Additional Securities"). The
investment and voting decisions regarding any Additional Securities which might
be owned by such trusts are made by the trustees thereof or unrelated investment
managers, who, in so acting, act independently of GMIMCo (although the
appointment of such investment managers is subject to authorization of and
termination by GMIMCo). No information regarding any such holdings by such
trusts under the Plans is contained in this statement.
Except as set forth herein, none of the Reporting Persons, GM or, to the
best knowledge of the Reporting Persons, any person identified on Appendix A
have any plans or proposals that would result in or relate to any of the
transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As of the date of this statement, the External Manager manages for
the benefit of the Trust an aggregate of 1,701,125 Shares, representing
approximately 15.2% of the 11,155,235 issued and outstanding Shares as of
February 2, 1998, as reported in the Issuer's Form 10-K with respect to the year
ended December 31, 1997. As of the date of this statement, each of the Trust, by
virtue of its ownership of the Shares, and GMIMCo, by virtue of its power to
terminate the External Manager on less than 60 days' notice, may be deemed to
own beneficially (as that term is
<PAGE>
Page 6 of 31 Pages
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Act")) all 1,701,125 Shares the Trust holds. Pursuant to Rule 13d-4, the
Reporting Persons expressly declare that the filing of this statement shall not
be construed as an admission that any such Person is, for the purposes for
(S)(S)13(d) or 13(g) of the Act, the beneficial owner of any securities covered
by this statement.
Neither GM nor, to the best knowledge of the Reporting Persons, any of the
persons named in Appendix A owns beneficially (as that term is defined in Rule
13d-3 under the Act) any Shares.
(c) None of the Reporting Persons, GM or, to the best knowledge of the
Reporting Persons, any person named in Appendix A, has effected any transactions
in the Shares during the past 60 days.
(d) GMIMCo as the named fiduciary of the Plans with respect to investments
has the authority to direct the Trustee to make payments from the Trust (which
may include dividends from or proceeds from the sale of Shares held by the
Trust) to other trusts under the Plans and to other persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described in Item 4 above and as noted below, none of the
Reporting Persons, GM or, to the best knowledge of the Reporting Persons, any of
the persons identified in Appendix A has any contract, arrangement,
understanding or relationship with respect to any securities of the Issuer.
The Voting Agreement provides that so long as it remains in effect, the
parties thereto will not vote their Shares in favor of the approval of any other
merger, consolidation, sale of assets, reorganization, recapitalization or other
similar extraordinary corporate transaction involving the Issuer. The Voting
Agreement expires on the earlier of (a) the effective date of the merger between
Mercury and the Issuer, (b) the date which is 90 days after (i) the termination
of the Merger Agreement pursuant to certain provisions thereof relating to
rights to terminate the Merger Agreement based on withdrawal of approval by the
Board of the Directors of the Issuer of the merger, failure of the Issuer's
stockholders to approve the merger or for breach of representations, warranties
or covenants and (ii) payment of all amounts payable to Mercury pursuant to the
Merger Agreement, (c) the date of termination of Merger Agreement for any other
reason or (d) June 30, 1998.
<PAGE>
Page 7 of 31 Pages
Item 7. Materials to be Filed as Exhibits.
Exhibit 1 - Joint Filing Agreement dated March 17, 1998 among the
Reporting Persons pursuant to Rule 13d-1(k) under the Act.
Exhibit 2 - Voting Agreement dated as of January 20, 1998, among
Mercury, the Issuer, the Trust, the External Manager, the
City of Los Angeles Fire and Police Pension Systems, Hughes
Retirement Plans Trust, Navy Exchange Service Command
Retirement Trust and Western Union Telegraph Company Pension
Plan (as amended by Amendment No. 1 thereto dated February
20, 1998) referred to in Items 4 and 6.
<PAGE>
Page 8 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 17, 1998
MELLON BANK, N.A., AS TRUSTEE FOR GENERAL MOTORS
EMPLOYES DOMESTIC GROUP PENSION TRUST (as directed by
General Motors Investment Management Corporation)
By: Mellon Bank, N.A., as Trustee
By: /s/ Allan M. Seaman
-------------------------
Name: Allan M. Seaman
Title: Associate Counsel
The decision to participate in this investment, any
representations made herein by the participant, and any
actions taken hereunder by the participant has/have been made
solely at the direction of the investment fiduciary who has
sole investment discretion with respect to this investment.
<PAGE>
Page 9 of 31 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: March 17, 1998
GENERAL MOTORS INVESTMENT MANAGEMENT CORPORATION
By: /s/ Charles G. Froland
--------------------------
Name: Charles G. Froland
Title: Managing Director,
North American Fixed Income
<PAGE>
Page 10 of 31 Pages
APPENDIX A
----------
Directors and Executive Officers
--------------------------------
The following information is provided for the persons listed below:
(a) name, (b) business address, (c) principal occupation or employment and the
name, principal business and address of any such corporation or organization in
which such employment is conducted, and (d) citizenship.
Directors and Executive Officers of
General Motors Investment Management
Corporation ("GMIMCo")
--------------------------------------
(a) W. Allen Reed - (Chairman of the Board of Directors and President and Chief
Executive Officer of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) President and Chief Executive Officer of GMIMCo (an investment adviser to
and manager of certain employee benefit plans and affiliates of GM) and
Vice President and Chief Investment Funds Officer of GM; 767 Fifth Avenue,
New York, New York 10153.
(d) United States of America.
(a) Thomas E. Dobrowski - (Member of the Board of Directors and Managing
Director, Real Estate and Alternative Investments of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, Real Estate and Alternative Investments of GMIMCo; 767
Fifth Avenue, New York, New York 10153.
(d) United States of America.
<PAGE>
Page 11 of 31 Pages
(a) Margaret M. Eisen - (Member of the Board of Directors and Managing
Director, North American Equities of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, North American Equities of GMIMCo; 767 Fifth Avenue, New
York, New York 10153.
(d) United States of America.
(a) Charles G. Froland - (Member of the Board of Directors and Managing
Director, North American Fixed Income of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, North American Fixed Income of GMIMCo; 767 Fifth Avenue,
New York, New York 10153.
(d) United States of America.
(a) Donald J. Haig - (Vice President, Financial Accounting & Controls and
Treasurer of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Vice President, Financial Accounting & Controls and Treasurer of GMIMCo;
767 Fifth Avenue, New York, New York 10153.
(d) United States of America.
(a) Tony Duen-Li Kao - (Vice President, Investment Research of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Vice President, Investment Research of GMIMCo; 767 Fifth Avenue, New York,
New York 10153.
(d) Taiwan.
<PAGE>
Page 12 of 31 Pages
(a) Michael E. Klehm - (Member of the Board of Directors and Managing Director,
Defined Contribution Plans and Chief Investment Officer - Motors Insurance
Corporation of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, Defined Contribution Plans and Chief Investment Officer
- Motors Insurance Corporation of GMIMCo; 767 Fifth Avenue, New York, New
York 10153.
(d) United States of America.
(a) Hugh G. Lynch - (Member of the Board of Directors and Managing Director,
International Investments of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, International Investments of GMIMCo; 767 Fifth Avenue,
New York, New York 10153.
(d) United States of America.
(a) R. Charles Tschampion - (Member of the Board of Directors and Managing
Director, Investment Strategy and Asset Allocation of GMIMCo).
(b) 767 Fifth Avenue, New York, New York 10153.
(c) Managing Director, Investment Strategy and Asset Allocation of GMIMCo; 767
Fifth Avenue, New York, New York 10153.
(d) United States of America.
<PAGE>
Page 13 of 31 Pages
Directors and Executive Officers
of General Motors Corporation ("GM")/1/
------------------------------------
(a) Anne L. Armstrong - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Chairman, Board of Trustees, Center for Strategic and International Studies
(a non-profit research and educational organization); 1800 K Street, N.W.,
Washington, D.C. 20006.
(d) United States of America.
(a) Percy N. Barnevick - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Chairman and Chief Executive Officer, ABB Asea Brown Boveri Ltd.
(electrical power generation, transmission and distribution provider);
Affoltermstrasse 44, Box 8131, CH-8050 Zurich, Switzerland.
(d) Sweden.
(a) John H. Bryan - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Chairman and Chief Executive Officer, Sara Lee Corp. (manufacturing
prepackaged bakery, meat items, household cleaners, hosiery products);
Three First National Plaza, 70 West Madison Street, Chicago, Illinois
60602.
(d) United States of America.
- ----------------
/1/ Members of the Investment Funds Committee of the Board of Directors of GM
are designated by an asterisk.
<PAGE>
Page 14 of 31 Pages
(a) Thomas E. Everhart - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) President Emeritus and Professor of Electrical Engineering and Applied
Physics, California Institute of Technology (a university); 1201 East
California Boulevard, Pasadena, California 91125.
(d) United States of America.
(a) Charles T. Fisher, III - (Member of the Board of Directors of GM).*
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Retired Chairman of the Board of Directors and President, NBD Bancorp, Inc.
(a bank holding company); 100 Renaissance Center, Suite 3520, Detroit,
Michigan 48243.
(d) United States of America.
(a) George M.C. Fisher - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Chairman and Chief Executive Officer of Eastman Kodak Company; 343 State
Street, Rochester, New York 14650-0229.
(d) United States of America.
(a) Louis R. Hughes - (Executive Vice President of GM and President of GM
International Operations).
(b) Postfach CH-8152 Glattbrugg, Zurich, Switzerland.
(c) Executive Vice President of GM and President of GM International
Operations.
(d) United States of America.
<PAGE>
Page 15 of 31 Pages
(a) J. Michael Losh - (Executive Vice President and Chief Financial Officer of
GM).
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Executive Vice President and Chief Financial Officer of GM; 100 Renaissance
Center, Detroit, Michigan 48265-1000.
(d) United States of America.
(a) Karen Katen - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) President of Pfizer U.S. Pharmaceuticals Group, Executive Vice President of
the Global Pfizer Pharmaceuticals Group and Corporate Vice President of
Pfizer, Inc. (international pharmaceutical company); 235 East 42 Street,
New York, New York 10017-5755.
(d) United States of America.
(a) J. Willard Marriott, Jr. - (Member of the Board of Directors of GM).*
(b) 3044 West Grand Boulevard, Detroit, Michigan 48202.
(c) Chairman of the Board of Directors, President and Chief Executive Officer,
Marriott International, Inc. (a hotel operator); One Marriott Drive,
Washington, D.C. 20058.
(d) United States of America.
(a) Ann D. McLaughlin - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) President, The Aspen Institute; 1333 New Hampshire Avenue, N.W., Suite
1070, Washington, D.C. 20036.
(d) United States of America.
<PAGE>
Page 16 of 31 Pages
(a) Harry J. Pearce - (Vice Chairman of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Vice Chairman of GM; 3034 West Grand Boulevard, Detroit, Michigan 48232.
(d) United States of America.
(a) Eckhard Pfeiffer - (President and Chief Executive Officer of Compaq
Computer Corporation).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) President and Chief Executive Officer of Compaq Computer Corporation
(manufacturer of computers); 20555 S.H. 249, Houston, Texas 77070.
(d) Germany.
(a) John G. Smale - (Member of the Board of Directors of GM).*
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Retired Chairman of the Board of Directors of The Procter & Gamble Company
(a consumer products manufacturer); One Procter & Gamble Plaza, Cincinnati,
Ohio 45201-0599.
(d) United States of America.
(a) John F. Smith, Jr. - (Chairman of the Board of Directors and President and
Chief Executive Officer of GM).*
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Chairman of the Board of Directors and President and Chief Executive
Officer of GM; 100 Renaissance Center, Detroit, Michigan 48265-1000.
(d) United States of America.
<PAGE>
Page 17 of 31 Pages
(a) Louis W. Sullivan - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) President, Morehouse School of Medicine (a medical school); 720 Westview
Drive, S.W., Atlanta, Georgia 30310-1495.
(d) United States of America.
(a) G. Richard Wagoner, Jr. - (Executive Vice President and President of North
American Operations of GM).
(b) 30400 Mound Road, Warren, Michigan 48090-9015.
(c) Executive Vice President and President of North American Operations of GM;
30400 Mound Road, Warren, Michigan 48090-9015.
(d) United States of America.
(a) Dennis Weatherstone - (Member of the Board of Directors of GM).
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Retired Chairman and currently a member of the Board of Directors of J.P.
Morgan & Co., Incorporated (a bank holding company); 60 Wall Street, New
York, New York 10260.
(d) United States of America.
(a) Thomas H. Wyman - (Member of the Board of Directors of GM).*
(b) 100 Renaissance Center, Detroit, Michigan 48265-1000.
(c) Retired Chairman and currently Senior Advisor of S.G. Warburg & Co. Inc.
(an investment bank); 277 Park Avenue, New York, New York 10172.
(d) United States of America.
<PAGE>
Page 18 of 31 Pages
Exhibit 1
Exhibits.
The following Exhibits are attached hereto:
1. Joint Filing Agreement dated March 17, 1998, between the Reporting Persons
pursuant to Rule 13d-1(k) under the Act.
2. Voting Agreement dated as of January 20, 1998, among Mercury, the Issuer,
the Trust, the External Manager, the City of Los Angeles Fire and Police
Pension Systems, Hughes Retirement Plans Trust, Navy Exchange Service
Command Retirement Trust and Western Union Telegraph Company Pension Plan
(as amended by Amendment No. 1 thereto dated February 20, 1998).
<PAGE>
Page 19 of 31 Pages
Exhibit 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date with respect to the beneficial
ownership by the undersigned of shares of common stock, par value $.01 per
share, of Thermadyne Holdings Corporation is being, and any and all amendments
to such Schedule may be, filed on behalf of each of the undersigned. This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original, but all of which together shall constitute one and the same
instrument.
Dated: March 17, 1998
MELLON BANK, N.A., AS TRUSTEE FOR GENERAL
MOTORS EMPLOYES DOMESTIC GROUP PENSION
TRUST (as directed by General Motors
Investment Management Corporation)
By: /s/ Allan M. Seaman
-------------------------------------
Name: Allan M. Seaman
Title: Associate Counsel
The decision to participate in this investment, any
representations made herein by the participant, and any
actions taken hereunder by the participant has/have been made
solely at the direction of the investment fiduciary who has
sole investment discretion with respect to this investment.
GENERAL MOTORS INVESTMENT MANAGEMENT
CORPORATION
By: /s/ Charles G. Froland
-------------------------------------
Name: Charles G. Froland
Title: Managing Director,
North American Fixed Income
<PAGE>
Page 20 of 31 Pages
Exhibit 2
VOTING AGREEMENT
In consideration of Mercury Acquisition Corporation, a Delaware corporation
("MergerSub") and Thermadyne Holdings Corporation, a Delaware corporation (the
"Company"), entering into on the date hereof an Agreement and Plan of Merger
dated as of the date hereof (the "Merger Agreement") which provides, among other
things, that MergerSub, upon the terms and subject to the conditions thereof,
will be merged with and into the Company (the "Merger") and each outstanding
share of common stock, $0.01 par value, of the Company (the "Company Common
Stock") will be converted into the right to receive the Merger Consideration (as
defined in the Merger Agreement) in accordance with the terms of such Agreement,
each of the undersigned holders (each a "Stockholder") of shares of Company
Common Stock agrees with MergerSub as follows:
1. During the period (the "Agreement Period") beginning on the date
hereof and ending on the earlier of
<PAGE>
Page 21 of 31 Pages
(i) the Effective Time (as defined in the Merger Agreement), (ii) the date that
is 90 days after the termination of the Merger Agreement in accordance with
Section 9.01(c) (in the case of a termination by MergerSub), (e), (f) or (g)
thereof and payment in full of all amounts (if any) payable to MergerSub
pursuant to Section 5.04 of the Merger Agreement, (iii) the date of termination
of the Merger Agreement for any other reason and (iv) June 30, 1998, the
Stockholder hereby agrees to vote the shares of Company Common Stock set forth
opposite its name in Schedule A hereto (the "Schedule A Securities") to approve
and adopt the Merger Agreement and the Merger (provided that the Stockholder
shall not be required to vote in favor of the Merger Agreement or the Merger if
the Merger Agreement has, without the consent of the Stockholder, been amended
in any manner that is material and adverse to such Stockholder) and any actions
directly and reasonably related thereto at any meeting or meetings of the
stockholders of the Company, and at any adjournment thereof or pursuant to
action by written consent, at or by which such Merger Agreement, or such other
actions, are submitted for the consideration and vote of the stockholders of the
Company so long as such meeting is held (including any adjournment thereof) or
written consent adopted prior to the termination of the Agreement Period.
2. During the Agreement Period, each Stockholder hereby agrees that it will
not vote any of the Stockholder's Schedule A Securities in favor of the
approval of any other merger, consideration, sale of assets, reorganization,
<PAGE>
Page 22 of 31 Pages
recapitalization, liquidation or winding up of the Company or any other
extraordinary transaction involving the Company or any matters related to or in
connection therewith, or any corporate action relating to or the consummation of
which would either frustrate the purposes of, or prevent or delay the
consummation of, the transactions contemplated by the Merger Agreement.
3. From the date hereof until the termination hereof, each Stockholder will
not, directly or indirectly, (i) take any action to solicit, initiate or
encourage any Acquisition Proposal or (ii) engage in negotiations or discussions
with, or disclose any nonpublic information relating to the Company or any
Subsidiary or afford access to the properties, books or records of the Company
or any Subsidiary to, or otherwise assist, facilitate or encourage, any Third
Party that may be considering making, or has made, an Acquisition Proposal. Each
Stockholder will promptly notify MergerSub after receipt of any Acquisition
Proposal or any indication from any Third Party that it is considering making an
Acquisition Proposal or any request for nonpublic information relating to the
Company or any Subsidiary or for access to the properties, books or records of
the Company or any Subsidiary by any Third Party that may be considering making,
or has made, an Acquisition Proposal and will keep MergerSub fully informed of
the status and details of any such Acquisition Proposal, indication or request.
<PAGE>
Page 23 of 31 Pages
4. Each Stockholder agrees not to exercise any rights (including, without
limitation, under Section 262 of the Delaware Law) to demand appraisal of any
shares of Company Common Stock owned by the Stockholder.
5. Each Stockholder hereby represents and warrants to MergerSub that as of
the date hereof:
(a) such Stockholder (i) owns beneficially all of the shares of
Company Common Stock set forth opposite the Stockholder's name in Schedule A
hereto, (ii) has the full and unrestricted legal power, authority and right to
enter into, execute and deliver this Voting Agreement without the consent or
approval of any other person and (iii) has not entered into any voting agreement
with or granted any person any proxy (revocable or irrevocable) with respect to
such shares (other than this Voting Agreement).
(b) This Voting Agreement is the valid and binding agreement of such
Stockholder.
(c) No investment banker, broker or finder is entitled to a commission
or fee from such Stockholder or the Company in respect of this Agreement based
upon any arrangement or agreement made by or on behalf of the Stockholder.
6. If any provision of this Voting Agreement shall be invalid or
unenforceable under applicable law, such provision shall be ineffective to the
extent of such
<PAGE>
Page 24 of 31 Pages
invalidity or unenforceability only, without in any way affecting the remaining
provisions of this Voting Agreement.
7. This Voting Agreement may be executed in two or more counterparts each
of which shall be an original with the same effect as if the signatures hereto
and thereto were upon the same instrument.
8. The parties hereto agree that if for any reason any party hereto shall
have failed to perform its obligations under this Voting Agreement, then the
party seeking to enforce this Agreement against such non-performing party shall
be entitled to specific performance and injunctive and other equitable relief,
and the parties hereto further agree to waive any requirement for the securing
or posting of any bond in connection with the obtaining of any such injunctive
or other equitable relief. This provision is without prejudice to any other
rights or remedies, whether at law or in equity, that any party hereto may have
against any other party hereto for any failure to perform its obligations under
this Voting Agreement.
9. This Voting Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
10. The Stockholder will, upon request, execute and deliver any additional
documents deemed by MergerSub to be necessary or desirable to complete and
effectuate the covenants contained herein.
<PAGE>
Page 25 of 31 Pages
11. This Agreement shall terminate upon the termination of the Agreement
Period.
12. Each Stockholder agrees that if it sells, transfers, assigns, encumbers
or otherwise disposes (each a "Transfer") of any Schedule A Securities (whether
to an affiliate or otherwise), it shall require the transferee of such Schedule
A Securities to execute and deliver to MergerSub and the Company a voting
agreement identical in form to this Voting Agreement except for the identity of
such Stockholder prior to or concurrent with the consummation of such Transfer.
MergerSub and the Company understand and acknowledge that, subject to the
preceding sentence, such Stockholder is free to Transfer any Schedule A
Securities at such times and in such manner as it deems appropriate.
13. MergerSub and the Company understand and agree that this Agreement
pertains only to Stockholder and not to any of its affiliates, if any, or
adviser.
14. MergerSub and the Company severally and not jointly represent and
warrant to each Stockholder that there is no agreement, understanding or
commitment, written or oral, to pay any consideration directly or indirectly in
connection with the Merger or otherwise to or for the benefit of any holder of
Company Common Stock or options thereon other than as set forth in the Merger
Agreement (except, in the case of directors, employees, agents, customers,
suppliers or contractors of the Company who are
<PAGE>
Page 26 of 31 Pages
also holders, such consideration as is payable by the Company in the ordinary
course of business and except for amounts payable to officers, directors or
employees in connection with or pursuant to any options, or option, stock
purchase, stock ownership or other employee benefit plans). All other voting
agreements signed with existing shareholders prior to or concurrently herewith
are substantially identical to this Agreement.
Neither MergerSub nor the Company will enter into any agreement with any
other stockholder having a purpose or effect substantially similar to that of
this Agreement on financial terms (with respect to such other stockholder) more
favorable than the terms of this Agreement.
15. MergerSub agrees that it will pay upon request the reasonable fees and
expenses (including fees and expenses of counsel for the Stockholders) of all
Stockholders incurred in connection with the Voting Agreement or the Merger in
an amount not to exceed $5,000, or in the event the Stockholders become involved
in litigation, $15,000 in the aggregate.
IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
as of this 20th day of January, 1998.
MERCURY ACQUISITION CORPORATION
By /s/ Peter T. Grauer
Peter T. Grauer
<PAGE>
Page 27 of 31 Pages
President
THERMADYNE HOLDINGS CORPORATION
By /s/ Randall E. Curran
Randall E. Curran
Chairman of the Board
GENERAL MOTORS EMPLOYEES DOMESTIC
GROUP PENSION TRUST
By: Mellon Bank, N.A., solely in
its capacity as Trustee for General
Motors Employees Domestic Group
Pension Trust as directed by Magten
Asset Management Corp., and not in
its individual capacity.
By /s/ Bernadette Rist
Bernadette Rist
Authorized Signatory
MAGTEN ASSET MANAGEMENT CORP.
By /s/ Talton R. Embry
Name:
Title:
CITY OF LOS ANGELES FIRE AND POLICE
PENSION SYSTEMS
HUGHES RETIREMENT PLANS TRUST
NAVY EXCHANGE SERVICE COMMAND
RETIREMENT TRUST
WESTERN UNION TELEGRAPH COMPANY
PENSION PLAN
By: Magten Asset Management Corp.,
as Attorney-in-Fact
By /s/ Talton R. Embry
Name:
Title:
<PAGE>
SCHEDULE A
Shares of Company
Common Stock
Stockholder
Magten Asset Management Corp. 152,847
General Motors Employees 1,701,125
Domestic Group Pension Trust
City of Los Angeles Fire and
Police Pension Systems 519,000
Hughes Retirement Plans Trust 640,000
Navy Exchange Service Command
Retirement Trust 300,000
Western Union Telegraph
Company Pension Plan 250,601
3,563,573
<PAGE>
Page 29 of 31 Pages
EXHIBIT 2
AMENDMENT NO. 1 TO VOTING AGREEMENT
AMENDMENT NO. 1 TO VOTING AGREEMENT (this "Amendment"), dated February 20,
1998, by and between Mercury Acquisition Corporation, a Delaware corporation
("MergerSub"), Thermadyne Holdings Corporation, a Delaware corporation (the
"Company"), and the undersigned holders (each, a "Stockholder") of shares of
Company Common Stock.
WHEREAS, MergerSub, the Company and the Stockholders are parties to a
Voting Agreement dated as of January 20, 1998 (the "Voting Agreement"); and
WHEREAS, the parties desire to amend a certain schedule of the Voting
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein and in the Voting Agreement, the parties hereto agree as
follows:
1. Schedule A of the Voting Agreement is hereby amended to read in its
entirety as follows:
SCHEDULE A
SHARES OF COMPANY
<PAGE>
Page 30 of 31 Pages
STOCKHOLDER COMMON STOCK
----------- ------------
Magten Asset Management Corp. 107,047
General Motors Employees 1,701,125
Domestic Group Pension Trust
City of Los Angeles Fire and
Police Pension Systems 519,000
Hughes Retirement Plans Trust 640,000
Navy Exchange Service Command
Retirement Trust 300,000
Western Union Telegraph
Company Pension Plan 250,601
----------
3,517,773
2. Except as specifically amended by this Amendment, the Voting Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1
to the Voting agreement as of this 20th day of February, 1998.
MERCURY ACQUISITION CORPORATION
By /s/ WILLIAM F. DAWSON, JR.
----------------------------------
Name: William F. Dawson, Jr.
Title: Vice President and
Secretary
THERMADYNE HOLDINGS CORPORATION
By /s/ JAMES H. TATE
-------------------------------
Name: James H. Tate
Title: Senior Vice President and
Chief Financial Officer
GENERAL MOTORS EMPLOYEES DOMESTIC
GROUP PENSION TRUST
By: Mellon Bank, N.A., solely in
its capacity as Trustee for General
Motors Employees Domestic Group
Pension Trust as directed by
Magten Asset Management Corp.,
and not in its individual capacity
By /s/ BERNADETTE RIST
-------------------------------
Name: Bernadette Rist
Title: Authorized Signatory
MAGTEN ASSET MANAGEMENT CORP.
By /s/ TALTON R. EMBRY
-------------------------------
Name: Talton R. Embry
Title: Chairman
CITY OF LOS ANGELES FIRE AND
POLICE PENSION SYSTEMS
HUGHES RETIREMENT PLANS TRUST
NAVY EXCHANGE SERVICE COMMAND
RETIREMENT TRUST
WESTERN UNION TELEGRAPH
<PAGE>
Page 31 of 31 Pages
COMPANY PENSION PLAN
By Magten Asset Management Corp., as
Attorney-in-Fact
By /s/ TALTON R. EMBRY
-------------------------------
Name: Talton R. Embry
Title: Chairman
