SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): APRIL 3, 2003
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.)
THERMADYNE MFG. LLC
(Exact name of Registrant as specified in charter)
DELAWARE 333-57457 74-2878452
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
THERMADYNE CAPITAL CORP.
(Exact name of Registrant as specified in charter)
DELAWARE 333-57457 74-2878453
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
16052 SWINGLEY RIDGE RD., SUITE 300
CHESTERFIELD, MISSOURI 63017
(Address of principal executive offices)
Registrants' telephone number, including area code: (636) 728-3000
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(Former Address: 101 S. Hanley, St. Louis, Missouri 63105;
Telephone: (314) 721-5573)
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
As previously reported, on January 17, 2003, Thermadyne Holdings
Corporation (the "Company"), Thermadyne Mfg. LLC, Thermadyne Capital Corp. and
certain other direct and indirect subsidiaries of the Company (collectively, the
"Debtors") filed with the U.S. Bankruptcy Court for the Eastern District of
Missouri Eastern Division (the "Bankruptcy Court") the proposed First Amended
and Restated Joint Plan of Reorganization (the "Plan") and the proposed First
Amended and Restated Disclosure Statement describing the Plan (the "Disclosure
Statement").
The Bankruptcy Court issued an order confirming the Plan on April 3,
2003 (the "Order"). A copy of the Order is incorporated herein and filed
herewith as Exhibit 2.2 hereto. A copy of the Plan is incorporated herein and
filed herewith as Exhibit 2.1 hereto. Also on April 4, 2003, the Company issued
a press release, a copy of which is incorporated herein and filed herewith as
Exhibit 99.1 hereto.
Once the Company satisfies the conditions precedent to effectiveness
of the Plan, as described in the Plan, the Company will then consummate the Plan
and emerge from Chapter 11. Management anticipates that the consummation and
effectiveness of the Plan will occur in the second calendar quarter of 2003.
The Plan provides for a substantial reduction of the Company's
long-term debt. Under the plan, the Company's total debt would aggregate
approximately $230 million, versus the nearly $800 million in debt and $79
million in preferred stock when the Company filed for Chapter 11 protection in
November 2001. The Plan provides for treatment to the various classes of claims
and equity interests as follows (as is more fully described in the Plan):
(i) Administrative expense claims, priority tax claims and Class 1
other priority claims (as each such class, and all classes described herein, are
more fully described in the Plan) remain unaffected by the Chapter 11 cases and
are to be paid in full. The Class 3 Other Secured Claims are also unimpaired by
the Chapter 11 cases and the holders of such claims will continue to retain
their liens.
(ii) The pre-petition senior secured lenders (Class 2) will exchange
their approximately $365 million in debt and outstanding letters of credit for
up to approximately 94.5% of the new common stock of the Company (subject to
reduction for any shares of the Company's new common stock acquired pursuant to
the subscription offering referenced below), the cash proceeds realized from the
subscription offering, $180 million in Senior Debt Notes, and Series C Warrants
exercisable for additional shares of new common stock of the Company. Under
certain circumstances, up to an additional $23 million in Senior Debt Notes may
be issued to the pre-petition senior secured lenders in substitution for up to
12.3% of the new common stock of the Company. The pre-petition senior lenders
have agreed to transfer the Series C Warrants to certain current Company equity
holders.
(iii) General unsecured creditors (Class 4) will receive
distributions of cash equal to the lesser of (1) each holder's pro rata share of
$7,500,000 and (2) fifty percent (50%) of such holder's claim (estimated by the
Company to provide a recovery on such claims of 30% to 37% of the amount of such
claims).
(iv) The 9 7/8% senior subordinated note holders (Class 5) will
exchange their approximately $230 million in debt and accrued interest for
approximately 5.5% of the new common stock of the Company, with the opportunity
to subscribe for more shares through the subscription offering to be made
pursuant to the Plan, and Series A Warrants and Series B Warrants exercisable
for additional shares of new common stock of the Company.
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(v) The junior subordinated note claims, the 10.75% senior
subordinated note claims and the 12 1/2% senior discount debenture claims (Class
6, Class 7 and Class 8, respectively) in the aggregate amount of approximately
$220 million will not receive any distribution under the Plan, but will have the
opportunity to participate in the subscription offering for shares of new common
stock of the reorganized Company.
(vi) All existing common and preferred stock of the Company, and
warrants and options to acquire such stock (Class 9), will be cancelled and the
holders of such interests will not receive any distribution pursuant to the
Plan.
In connection with the Plan, the Company will issue the following:
o Senior Debt Notes in the aggregate amount of up to $203
million;
o Up to13,300,000 shares of new common stock of the
reorganized Company;
o 1,157,000 Series A Warrants;
o 700,000 Series B Warrants; and
o 271,429 Series C Warrants.
Upon effectiveness of the Plan, the Company will enter into a
proposed senior secured revolving credit facility in the aggregate amount of $50
million and will make borrowings under the facility to repay the Company's post
petition Debtor In Possession Credit Facility provided by ABN-AMRO, to pay
various pre-petition obligations and for general working capital purposes.
On April 4, 2003, the Company filed a monthly operating report for
the period of February 1, 2003 to February 28, 2003 with the Bankruptcy Court, a
copy of which is incorporated herein and filed herewith as Exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 First Amended and Restated Plan of Reorganization dated
January 17, 2003.*
2.2 Confirmation Order dated April 3, 2003 and signed by the
Bankruptcy Court.*
99.1 Pres release of the Company dated April 4, 2003.*
99.2 Monthly Operating Report of the Company for the period of
February 1, 2003 to February 28, 2003.*
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* Filed herewith
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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: April 11, 2003 By: /s/ James Tate
------------------------------
James Tate
Senior Vice President and
Chief Financial Officer
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 MFG. LLC
Date: April 11, 2003 By: /s/ James Tate
----------------------------
James Tate
Senior Vice President and
Chief Financial Officer
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 CAPITAL CORP.
Date: April 11, 2003 By: /s/ James Tate
----------------------------
James Tate
Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 First Amended and Restated Plan of Reorganization dated January
17, 2003.*
2.2 Confirmation Order dated April 3, 2003 and signed by the
Bankruptcy Court.*
99.1 Press release of the Company dated April 4, 2003.*
99.2 Monthly Operating Report of the Company for the period of
February 1, 2003 to February 28, 2003.*
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* Filed herewith
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