FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Razor Holdco Inc.

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/5/2010 

3. Issuer Name and Ticker or Trading Symbol

THERMADYNE HOLDINGS CORP /DE [THMD]

(Last)        (First)        (Middle)

C/O IPC MANAGER III, L.P., 277 PARK AVENUE, 39TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ See Remarks below

(Street)

NEW YORK, NY 10172       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
N/A (See Remarks below)   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

Remarks:
The Reporting Persons beneficially own no securities of the Issuer. On October 5, 2010, Razor Holdco Inc. entered into a Voting Agreement with certain investment funds managed by Angelo, Gordon & Co., L.P. (collectively, the "Shareholders"). Pursuant to the Voting Agreement, the Shareholders agreed to vote the shares of the Issuer's Common Stock owned or controlled by them, collectively 4,496,555 shares of Common Stock (equal to approximately 33.2% of the issued and outstanding shares of Common Stock), in favor of that certain Agreement and Plan of Merger, dated October 5, 2010 (the "Merger Agreement"), by and among the Issuer, Razor Holdco Inc. and Razor Merger Sub Inc., and the transactions contemplated by the Merger Agreement. The Shareholders also agreed that they will not dispose or transfer their shares (subject to certain exceptions, including the ability to transfer shares to affiliates that agree to be bound by the terms of the Voting Agreement) until such Voting Agreement is terminated pursuant to its terms. None of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Voting Agreement, and each expressly disclaims beneficial ownership of such shares for all purposes.

Exhibit List
Exhibit 99.1 Joint Filer Information

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Razor Holdco Inc.
C/O IPC MANAGER III, L.P.
277 PARK AVENUE, 39TH FLOOR
NEW YORK, NY 10172



See Remarks below

Signatures
/s/ Douglas Korn, President 10/13/2010
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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