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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.: 3
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)
February 19, 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:
2,998,773
9. Sole Dispositive Power:
-0-
10. Shared Dispositive Power:
3,517,773
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,517,773
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
31.68%
14. Type of Reporting Person
CO
3
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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:
60,771
8. Shared Voting Power:
2,998,773
9. Sole Dispositive Power:
60,771
10. Shared Dispositive Power:
3,517,773
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,578,544
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
32.23%
14. Type of Reporting Person
IN
5
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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. 3 as
follows:
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Item 6 as reported on Schedule 13D is hereby amended and
supplemented by the addition of the following paragraph:
As of February 19, 1998, Magten Asset Management Corp.,
for itself and on behalf of certain of its investment
advisory clients, entered into an amendment ("Amendment
No. 1") to the voting agreement that was entered into as
of January 20, 1998 among Magten, certain of its
investment advisory clients, Mercury Acquisition
Corporation and the Company (the "Voting Agreement").
The purpose of Amendment No. 1 was to reflect the
correct number of shares subject to the Voting Agreement
as listed on Schedule A thereto. Amendment No. 1 is
filed as Exhibit B hereto.
Item 7. Material to be Filed as Exhibits
Exhibit A: Joint Filing agreement.
Exhibit B: As described in Item 6.
6
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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
March 9, 1998
7
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Exhibit A
AGREEMENT
The undersigned agree that this Amendment to
Schedule 13D dated March 9, 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
March 6, 1998
8
01651001.AK4
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Exhibit B
AMENDMENT NO. 1 TO VOTING AGREEMENT
AMENDMENT NO. 1 TO VOTING AGREEMENT (this "Amendment"),
dated as of February 19, 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
Stockholder Common Stock
_______________________ __________________
Magten Asset Management Corp. 152,847
General Motors Employees 1,701,125
Domestic Group Pension Trust
City of Los Angeles Fire and 519,000
Police Pension Systems
Hughes Retirement Plans Trust 640,000
Navy Exchange Service Command 300,000
Retirement Trust
Western Union Telegraph
Company Pension Plan 250,601
_________
3,517,773
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01651001.AK4
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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 Voting Agreement as of this 19th day of February, 1998.
MERCURY ACQUISITION CORPORATION
By /s/ Peter T. Grauer
Peter T. Grauer
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:
10
01651001.AK4
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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:
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01651001.AK4
