SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 22, 1998
THERMADYNE HOLDINGS CORPORATION
(Exact name of Registrant as specified in charter)
Delaware 0-23378 74-2482571
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
101 South Hanley Road, Suite 300
St. Louis, Missouri 63105
(Address of principal executive offices)
Registrant's telephone number, including area code: (314) 721-5573
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ITEM 1. Changes in Control of Registrant.
On May 22, 1998, Thermadyne Holdings Corporation ("Thermadyne") and
DLJ Merchant Banking Partners II, L.P. ("DLJMB") announced the closing of the
merger of Mercury Acquisition Corporation, a subsidiary of DLJMB and affiliated
funds and entities (the "DLJMB Funds"), with and into Thermadyne (the "Merger")
and the associated recapitalization of Thermadyne. As a result of the
transaction, the DLJMB Funds acquired approximately 80.6% of the outstanding
Common Stock of Thermadyne. The Merger was approved by a majority of
Thermadyne's stockholders at a special meeting held on May 21, 1998.
The transaction was financed by (i) approximately $355 million of
proceeds from a new senior secured loan facility entered into among Thermadyne
Mfg. LLC, a subsidiary of Thermadyne ("Thermadyne LLC"), Donaldson, Lufkin &
Jenrette Securities Corporation, as arranger, DLJ Capital Funding, Inc., as
syndication agent, ABN AMRO Bank N.V., Chicago Branch, as administrative agent,
Societe Generale, as documentation agent, and the other lenders party thereto,
(ii) $94.6 million of proceeds from the issuance by Thermadyne of its 12 1/2%
Senior Discount Debentures due 2008, (iii) $205.4 million of proceeds from the
issuance by Thermadyne LLC and Thermadyne Capital Corporation, a subsidiary of
Thermadyne LLC, of 9 7/8% Senior Subordinated Notes due 2008, and (iv)
approximately $140 million of proceeds from the issuance by Thermadyne of common
stock, preferred stock and warrants to the DLJMB Funds.
ITEM 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(c) Exhibits.
99.1 - Press Release
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THERMADYNE HOLDINGS CORPORATION
Date: June 4, 1998 By: /s/ JAMES H. TATE
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James H. Tate
Senior Vice President and
Chief Financial Officer
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EXHIBIT 99.1
DLJMB FUNDS COMPLETE ACQUISITION OF THERMADYNE:
THERMADYNE COMPLETES DEBT TENDERS
May 22, 1998 - DLJ Merchant Banking Partners II, L.P. and affiliated funds
and entities announced the completion of their previously announced acquisition
of Thermadyne Holdings Corporation.
Separately, Thermadyne announced that it had purchased $99,230,700 or
99.9% of the principal amount of its 10.25% Senior Notes due May 1, 2002 and
$142,196,000 or 79.3% of the principal amount of its 10.75% Senior Subordinated
Notes due November 1, 2003 pursuant to its April 23, 1998 offer to purchase such
securities.
Headquartered in St. Louis, Missouri, Thermadyne is a multinational
manufacturer of cutting and welding products. Thermadyne had sales of $520.4
million and $131.8 million for the year ended December 31, 1997 and the three
months ended March 31, 1998, respectively.
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For more information, contact James H. Tate, Senior Vice President and
Chief Financial Officer, Thermadyne Holdings Corporation, 314-746-2107.
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