<PAGE>   1
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934.

For the quarterly period ended     June 30, 2001
                              --------------------------------------------------
                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                          to
                              -------------------------    ---------------------

                         Commission file number  0-23378
                                               -----------

                         Thermadyne Holdings Corporation
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

<Table>
<S>                                                                  <C>
Delaware                                                                      74-2482571
---------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)       (I.R.S. Employer Identification No.)
</Table>

                        Commission file number   333-57457
                                               -------------

                               Thermadyne Mfg. LLC
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


<Table>
<S>                                                                  <C>
Delaware                                                                      74-2878452
---------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)       (I.R.S. Employer Identification No.)
</Table>


                        Commission file number   333-57457
                                               -------------

                            Thermadyne Capital Corp.
--------------------------------------------------------------------------------
             (Exact name of Registrant as Specified in Its Charter)

<Table>
<S>                                                                  <C>
Delaware                                                                      74-2878453
---------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)       (I.R.S. Employer Identification No.)
</Table>


101 S. Hanley, St. Louis,  MO                                       63105
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                            (Zip Code)

Registrant's Telephone Number, Including Area Code   (314)721-5573
                                                  ------------------------------

Indicate by [X] whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
                                                              Yes  X   No
                                                                  ---     ---

The number of shares outstanding of the issuer's common stock, par value $0.01
per share, as of August 14, 2001 was 3,590,326.

Thermadyne Mfg. LLC and Thermadyne Capital Corp. meet the conditions set forth
in General Instruction H(1) of Form 10-Q and are therefore filing this form with
the reduced disclosure format.


<PAGE>   2


                         THERMADYNE HOLDINGS CORPORATION

                                      INDEX


<Table>
<S>      <C>          <C>                                                                                       <C>
PART I - FINANCIAL INFORMATION

         Item 1.      Condensed Consolidated Financial Statements of
                      Thermadyne Holdings Corporation (Unaudited)

                      Condensed Consolidated Balance Sheets.......................................................... 3
                      Condensed Consolidated Statements of Operations................................................ 4
                      Condensed Consolidated Statements of Cash Flows................................................ 5
                      Notes to Condensed Consolidated Financial Statements......................................... 6-9

                      Condensed Consolidated Financial Statements of Thermadyne Mfg. LLC (Unaudited)

                      Condensed Consolidated Balance Sheets......................................................... 10
                      Condensed Consolidated Statements of Operations............................................... 11
                      Condensed Consolidated Statements of Cash Flows............................................... 12
                      Notes to Condensed Consolidated Financial Statements....................................... 13-21

         Item 2.      Management's Discussion and Analysis
                      of Financial Condition and Results of Operations........................................... 22-24

PART II - OTHER INFORMATION

         Item 3.      Defaults Upon Senior Securities

         Item 6.      Exhibits and Reports on Form 8-K.............................................................. 25


SIGNATURES....................................................................................................... 26-28
</Table>




<PAGE>   3



                         THERMADYNE HOLDINGS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)


<Table>
<Caption>
                                                                          June 30,      December 31,
                                                                            2001            2000
                                                                        ------------    ------------
                                                                         (Unaudited)
<S>                                                                     <C>             <C>
ASSETS

Current Assets:
    Cash and cash equivalents                                           $     21,296    $     10,362
    Accounts receivable, less allowanced for doubtful
       accounts of $3,735 and $3,509 respectively                             65,834          67,011
    Inventories                                                              114,030         112,451
    Prepaid expenses and other                                                 5,699           4,597
                                                                        ------------    ------------
          Total current assets                                               206,859         194,421
Property, plant and equipment, at cost, net                                   85,618          84,725
Deferred financing costs, net                                                 16,529          18,238
Intangibles, at cost, net                                                     13,193          14,206
Deferred income taxes                                                            567             792
Other assets                                                                   4,631           5,563
                                                                        ------------    ------------
          Total assets                                                  $    327,397    $    317,945
                                                                        ============    ============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                                    $     36,437    $     43,268
    Accrued and other liabilities                                             32,611          35,290
    Accrued interest                                                          14,731           2,646
    Income taxes payable                                                      10,586          10,119
    Current maturities of long-term obligations                              775,256          19,737
                                                                        ------------    ------------
         Total current liabilities                                           869,621         111,060
Long-term obligations, less current maturities                                19,323         734,184
Other long-term liabilities                                                   59,816          61,244
Redeemable preferred stock (paid in kind), $0.01 par value,
    15,000,000 shares authorized and
    2,000,000 shares issued and outstanding                                   74,426          69,814
Shareholders' deficit:
    Common stock, $0.01 par value, 30,000,000 shares authorized,
       and 3,590,326 shares issued and outstanding                                36              36
    Additional paid-in capital                                              (124,440)       (119,828)
    Accumulated deficit                                                     (529,673)       (501,467)
    Management loans                                                          (1,619)         (1,503)
    Accumulated other comprehensive loss                                     (40,093)        (35,595)
                                                                        ------------    ------------
         Total shareholders' deficit                                        (695,789)       (658,357)
                                                                        ------------    ------------
         Total liabilities and shareholders' deficit                    $    327,397    $    317,945
                                                                        ============    ============
</Table>



     See accompanying notes to condensed consolidated financial statements.

                                       3


<PAGE>   4


                         THERMADYNE HOLDINGS CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        (IN THOUSANDS, EXCEPT SHARE DATA)
                                   (UNAUDITED)


<Table>
<Caption>
                                                        Three Months    Three Months    Six Months    Six Months
                                                           Ended           Ended          Ended          Ended
                                                          June 30,        June 30,       June 30,       June 30,
                                                            2001            2000           2001          2000
                                                        ------------    ------------    ----------    ----------
<S>                                                     <C>             <C>             <C>           <C>
Net sales                                               $    111,992    $    135,124    $  231,741    $  268,281
Operating expenses:
    Cost of goods sold                                        75,309          86,124       151,763       171,312
    Selling, general and administrative expenses              24,926          26,697        50,036        52,237
    Amortization of intangibles                                  530             970         1,041         1,894
    Net periodic postretirement benefits                         288             207           549           707
    Special charges                                            7,115          12,406        11,187        18,413
                                                        ------------    ------------    ----------    ----------
    Operating income                                           3,824           8,720        17,165        23,718
Other income (expense):
    Interest expense                                         (20,241)        (20,526)      (41,294)      (40,055)
    Amortization of deferred financing costs                    (828)           (826)       (1,657)       (1,688)
    Other, net                                                  (362)           (443)         (770)          170
                                                        ------------    ------------    ----------    ----------
Loss before income tax provision                             (17,607)        (13,075)      (26,556)      (17,855)
Income tax provision                                             688              --         1,650         2,785
                                                        ------------    ------------    ----------    ----------
Net loss                                                     (18,295)        (13,075)      (28,206)      (20,640)
Preferred stock dividends (paid in kind)                       2,343           2,061         4,612         4,058
                                                        ------------    ------------    ----------    ----------
Net loss applicable to common shares                    $    (20,638)   $    (15,136)   $  (32,818)   $  (24,698)
                                                        ============    ============    ==========    ==========

Per share data:
    Basic and diluted loss per common shares            $      (5.75)   $      (4.21)   $    (9.14)   $    (6.88)
</Table>


     See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>   5


                         THERMADYNE HOLDINGS CORPORATION
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                       Six Months       Six Months
                                                                          Ended            Ended
                                                                      June 30, 2001    June 30, 2000
                                                                      -------------    -------------
<S>                                                                   <C>              <C>
Cash flows provided by (used in) operating activities:
    Net loss                                                          $     (28,206)   $     (20,640)
Adjustments to reconcile net loss to net cash
    used in operating activities:
    Net periodic postretirement benefits                                        549              707
    Depreciation                                                              7,725            8,513
    Amortization of intangibles                                               1,041            1,894
    Amortization of deferred financing costs                                  1,657            1,688
    Deferred income taxes                                                       251           (1,046)
    Loss on asset disposal                                                       --            6,762
    Non-cash interest expense                                                10,337            9,223
Changes in operating assets and liabilities:
    Accounts receivable                                                      (3,293)          (5,372)
    Inventories                                                              (4,464)         (14,915)
    Prepaid expenses and other                                               (1,316)            (850)
    Accounts payable                                                         (5,690)           7,908
    Accrued and other liabilities                                            (2,174)           4,448
    Accrued interest                                                         12,103             (449)
    Income taxes payable                                                        579            2,280
    Other long-term liabilities                                              (1,224)          (1,512)
                                                                      -------------    -------------
       Total adjustments                                                     16,081           19,279
                                                                      -------------    -------------
       Net cash used in operating activities                                (12,125)          (1,361)
                                                                      -------------    -------------
Cash flows provided by (used in) investing activities:
    Proceeds from sale of assets                                                 --            4,563
    Capital expenditures, net                                               (11,239)         (10,672)
    Change in other assets                                                     (511)          (1,355)
    Acquisitions, net of cash                                                    --           (1,008)
                                                                      -------------    -------------
       Net cash used in investing activities                                (11,750)          (8,472)
                                                                      -------------    -------------
Cash flows provided by (used in) financing activities:
    Change in long-term receivables                                            (160)              42
    Repayment of long-term obligations                                       (7,548)         (12,912)
    Borrowing of long-term obligations                                       38,930            2,262
    Change in accounts receivable securitization                              2,509           26,943
    Financing fees                                                               40           (1,245)
    Other                                                                     1,038             (647)
                                                                      -------------    -------------
       Net cash provided by financing activities                             34,809           14,443
                                                                      -------------    -------------
Net increase in cash and cash equivalents                                    10,934            4,610
Cash and cash equivalents at beginning of period                             10,362           13,321
                                                                      -------------    -------------
Cash and cash equivalents at end of period                            $      21,296    $      17,931
                                                                      =============    =============
</Table>


     See accompanying notes to condensed consolidated financial statements.

                                       5

<PAGE>   6


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

         As used in this report, the term "Mercury" means Mercury Acquisition
         Corporation, the term "Issuer" means Mercury before the merger of the
         Company in May of 1998 (the "Merger") and Thermadyne Holdings
         Corporation after the Merger, the term "Holdings" means Thermadyne
         Holdings Corporation, the terms "Thermadyne" and the "Company" mean
         Thermadyne Holdings Corporation, its predecessors and subsidiaries, the
         term "Thermadyne LLC" means Thermadyne Mfg. LLC, a wholly owned and the
         principal operating subsidiary of Thermadyne Holdings Corporation, and
         the term "Thermadyne Capital" means Thermadyne Capital Corp., a wholly
         owned subsidiary of Thermadyne LLC.

         UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying unaudited condensed consolidated financial statements
         of Holdings have been prepared in accordance with accounting principles
         generally accepted in the United States for interim financial
         information and with the instructions to Form 10-Q and Article 10 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by accounting principles generally accepted in
         the United States for complete financial statements. In the opinion of
         management, all adjustments (consisting of normal recurring accruals)
         considered necessary for a fair presentation have been included.
         Operating results for the three and six month periods ended June 30,
         2001 are not necessarily indicative of the results that may be expected
         for the year ended December 31, 2001. For further information, refer to
         the consolidated financial statements and footnotes thereto included in
         the Company's annual report on Form 10-K for the year ended December
         31, 2000.

         STATEMENTS OF CASH FLOWS

         For purposes of the Statements of Cash Flows, the Company considers all
         highly liquid investments purchased with a maturity of three months or
         less to be cash equivalents. Interest and taxes paid were as follows:


<Table>
<Caption>
                                           Six Months       Six Months
                                              Ended            Ended
                                          June 30, 2001    June 30, 2000
                                          -------------    -------------
<S>                                       <C>              <C>
          Interest paid                   $      18,842    $      31,273
          Taxes paid                                631            1,605
</Table>


                                       6
<PAGE>   7


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         LOSS PER SHARE

         The following table sets forth the information used in the computation
         of basic and diluted loss per share for the periods indicated.

<Table>
<Caption>
                                                    Three Months    Three Months    Six Months    Six Months
                                                       Ended           Ended          Ended          Ended
                                                      June 30,        June 30,       June 30,       June 30,
                                                        2001            2000           2001          2000
                                                    ------------    ------------    ----------    ----------
<S>                                                 <C>             <C>             <C>           <C>
Numerator:
    Net loss applicable to common shares-
       basic and diluted                            $    (20,638)   $    (15,136)   $  (32,818)   $  (24,698)
                                                    ============    ============    ==========    ==========
Denominator:
    Weighted average shares-basic and diluted          3,590,326       3,590,326     3,590,326     3,590,326
                                                    ============    ============    ==========    ==========

Basic and diluted loss per common share             $      (5.75)   $      (4.21)   $    (9.14)   $    (6.88)
                                                    ============    ============    ==========    ==========
</Table>


2.       ACCOUNTS RECEIVABLE

         On January 31, 2000, Thermadyne LLC and its subsidiaries entered into a
         trade accounts receivable securitization agreement whereby it sells on
         an ongoing basis participation interests in up to $45,000 of designated
         accounts receivable. The amount of participation interests sold under
         this financing arrangement is subject to change based on the level of
         eligible receivables and restrictions on concentrations of receivables,
         and was approximately $23,508 and $20,999 at June 30, 2001 and December
         31, 2000, respectively. The sold accounts receivable are reflected as a
         reduction of accounts receivable on the June 30, 2001 and December 31,
         2000, Consolidated Balance Sheets, respectively. Interest expense is
         incurred on participation interests at the rate of one-month LIBOR plus
         65 basis points, per annum.

3.       INVENTORIES

         The composition of inventories was as follows:


<Table>
<Caption>
                                            June 30,      December 31,
                                              2001            2000
                                          ------------    ------------
<S>                                       <C>             <C>
Raw materials                             $     22,616    $     20,829
Work-in-process                                 24,078          26,853
Finished goods                                  68,994          65,582
LIFO reserve                                    (1,658)           (813)
                                          ------------    ------------
Total                                     $    114,030    $    112,451
                                          ============    ============
</Table>

                                       7
<PAGE>   8


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

4.       SEGMENT INFORMATION

         The Company reports its segment information by geographic region.
         Although the Company's domestic operation is comprised of several
         individual business units, similarity of products, paths to market, end
         users, and production processes results in performance evaluation and
         decisions regarding allocation of resources being made on a combined
         basis. The Company's reportable geographic regions are the United
         States, Europe and Australia/Asia.

         The Company evaluates performance and allocates resources based
         principally on operating income net of any special charges or
         significant one-time charges. The accounting policies of the reportable
         segments are the same as those described in the summary of significant
         accounting policies. Intersegment sales are based on market prices.

         Summarized financial information concerning the Company's reportable
         segments is shown in the following table. Export sales from the United
         States are included in the United States segment. The "Other" column
         includes the elimination of intersegment sales and profits, corporate
         related items and other costs not allocated to the reportable segments.



<Table>
<Caption>
                                                                                 Other
                                            United               Australia/    Geographic
                                            States     Europe       Asia        Regions        Other     Consolidated
                                           --------   --------   ----------    ----------    --------    ------------
<S>                                        <C>        <C>        <C>           <C>           <C>         <C>
Six Months Ended June 30, 2001

    Revenue from external customers        $156,634   $ 24,340   $   22,283    $   28,484    $     --    $    231,741
    Intersegment revenues                    14,543      6,760          818                   (22,121)             --
    Operating income (loss)                  30,825      1,831       (2,060)          868     (14,299)         17,165

Six Months Ended June 30, 2000

    Revenue from external customers        $183,486   $ 29,945   $   28,926    $   25,924    $     --    $    268,281
    Intersegment revenues                    19,500      8,317        1,062            --     (28,879)             --
    Operating income (loss)                  32,030      1,689       (1,473)         (276)     (8,252)         23,718
</Table>


                                       8
<PAGE>   9


                         THERMADYNE HOLDINGS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


5.       RELOCATION AND REORGANIZATION

         Included in special charges for the three months ended June 30, 2001
         are costs of approximately $1.1 million related to the relocation of
         production to Mexico and Asia and $3.9 million related to the
         information technology and business reengineering project. The balance
         of the special charges is related primarily to the Company's efforts to
         restructure its balance sheet. For the six months ended June 30, 2001
         special charges of $11.2 million include $2.2 million related to the
         relocation of production to Mexico and Asia, $6.6 million related to an
         information technology transformation and related business process
         reengineering project, $1.9 million related to the Company's efforts to
         restructure its balance sheet and the balance of $0.5 million related
         mostly to severance costs. As of June 30, 2001, the Company has made
         payments of approximately $2.8 million against severance or other
         accruals established in connection with these special charges.

         Special charges of $12.4 million and $18.4 million were recorded in the
         three and six month periods ended June 30, 2000, respectively.
         Included in these amounts are a loss of $6.7 million associated with
         the decision to exit a portion of the gas management business and $3.0
         million related to changes in senior management. The balance of the
         special charges for both periods is related primarily to the
         relocation of production to Mexico and Asia. As of June 30, 2000, no
         significant payments had been made against severance or other accruals
         established in connection with these special charges.

6.       COMPREHENSIVE LOSS

         Comprehensive loss totalled $20,250 and $17,284 for the three months
         ended June 30, 2001 and 2000. During the first six months of 2001 and
         2000, total comprehensive loss amounted to $32,702 and $28,525,
         respectively.

7.       LONG-TERM OBLIGATIONS

         At June 30, 2001, the Company has $794.6 million of outstanding
         indebtedness including $354.3 million in secured indebtedness owed
         under the New Credit Facility. At March 31, 2001, and continuing at
         June 30, 2001, the Company was in violation of certain covenants with
         respect to the New Credit Facility. On May 24, 2001, the Company
         obtained a third amendment and forbearance agreement to the New Credit
         Facility (the "Forbearance Agreement") from its bank lenders, which was
         due to expire on July 31, 2001. On July 24, 2001, the Forbearance
         Agreement was extended to September 28, 2001. Under the terms of the
         Forbearance Agreement the Company's bank lenders agreed to forbear from
         taking any action or exercising any right or remedy permitted under the
         New Credit Facility with respect to the Specified Events of Default, as
         defined, which included the non-payment of interest owed under the
         Senior Subordinated Notes and Subordinated Notes due on June 1, 2001
         and May 1, 2001, respectively. The Company did not make these payments
         and is now in violation of both of the related Indentures.

         During the period of the Forbearance Agreement, the Company will
         continue to evaluate its existing capital structure and consider
         alternatives to strengthen its balance sheet, including postponing or
         restructuring debt service payments, refinancing the indebtedness, or
         obtaining additional waivers or amendments to its debt agreements. The
         Company has determined it is probable it will not be able to cure the
         defaults under the New Credit Facility, the Senior Subordinated Notes
         and the Subordinated Notes in the near term and has therefore
         classified as current liabilities the amounts outstanding under these
         obligations in accordance with the provisions of Emerging Issues Task
         Force No. 86-30, "Classification of Obligations when a Violation is
         Waived by a Creditor." The Company has also classified as current
         amounts outstanding under the Debentures and Junior Notes, both of
         which contain cross-default provisions related to the acceleration of
         indebtedness prior to its maturity.

8.       RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board issued
         Statements of Financial Accounting Standards No. 141, Business
         Combinations, and No. 142, Goodwill and Other Intangible Assets,
         effective for fiscal years beginning after December 15, 2001. Under the
         new rules, goodwill (and intangible assets deemed to have indefinite
         lives) will no longer be amortized but will be subject to annual
         impairment tests in accordance with the Statements. Other intangible
         assets will continue to be amortized over their useful lives. The
         adoption of these Statements is not expected to materially affect the
         Company's financial position or results of operations.


                                       9
<PAGE>   10


                               THERMADYNE MFG. LLC
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                               June 30,      December 31,
                                                                 2001            2000
                                                             ------------    ------------
                                                              (Unaudited)
<S>                                                          <C>             <C>
ASSETS

Current Assets:
     Cash and cash equivalents                               $     21,296    $     10,362
     Accounts receivable, less allowance for doubtful
           accounts of $3,735 and $3,509 respectively              65,834          67,011
     Inventories                                                  114,030         112,451
     Prepaid expenses and other                                     5,699           4,597
                                                             ------------    ------------
        Total current assets                                      206,859         194,421
Property plant and equipment, at cost, net                         85,618          84,725
Deferred financing costs, net                                      13,924          15,445
Intangibles, at cost, net                                          13,193          14,206
Deferred income taxes                                                 567             792
Other assets                                                        1,942           2,874
                                                             ------------    ------------
        Total assets                                         $    322,103    $    312,463
                                                             ============    ============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                        $     36,437    $     43,268
     Accrued and other liabilities                                 32,611          35,290
     Accrued interest                                              12,075           1,982
     Income taxes payable                                          10,586          10,119
     Current maturities of long-term obligations                  600,241          19,737
                                                             ------------    ------------
        Total current liabilities                                 691,950         110,396
Long-term obligations, less current maturities                     19,323         567,285
Other long-term liabilities                                        59,816          61,244
Shareholders' deficit:
     Accumulated deficit                                         (487,870)       (469,843)
     Accumulated other comprehensive loss                         (40,093)        (35,595)
                                                             ------------    ------------
        Total shareholders' deficit                              (527,963)       (505,438)
Net equity and advances to/from parent                             78,977          78,976
                                                             ------------    ------------
        Total liabilities and shareholders' deficit          $    322,103    $    312,463
                                                             ============    ============
</Table>


      See accompanying notes to condensed consolidated financial statements


                                       10
<PAGE>   11



                               THERMADYNE MFG. LLC
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                    Three Months    Three Months    Six Months    Six Months
                                                       Ended           Ended          Ended          Ended
                                                      June 30,        June 30,       June 30,       June 30,
                                                        2001            2000           2001          2000
                                                    ------------    ------------    ----------    ----------
<S>                                                 <C>             <C>             <C>           <C>
Net sales                                           $    111,992    $    135,124    $  231,741    $  268,281
Operating expenses:
    Cost of goods sold                                    75,309          86,124       151,763       171,312
    Selling, general and administrative expenses          24,926          26,697        50,036        52,237
    Amortization of intangibles                              530             970         1,041         1,894
    Net periodic postretirement benefits                     288             207           549           707
    Special charges                                        7,115          12,406        11,187        18,413
                                                    ------------    ------------    ----------    ----------
    Operating income                                       3,824           8,720        17,165        23,718
Other income (expense):
    Interest expense                                     (15,144)        (15,898)      (31,187)      (30,872)
    Amortization of deferred financing costs                (735)           (733)       (1,470)       (1,501)
    Other, net                                              (420)           (498)         (885)           61
                                                    ------------    ------------    ----------    ----------
Loss before income tax provision                         (12,475)         (8,409)      (16,377)       (8,594)
Income tax provision                                         688              --         1,650         2,785
                                                    ------------    ------------    ----------    ----------
Net loss                                            $    (13,163)   $     (8,409)   $  (18,027)   $  (11,379)
                                                    ============    ============    ==========    ==========
</Table>


      See accompanying notes to condensed consolidated financial statements


                                       11
<PAGE>   12


                               THERMADYNE MFG. LLC
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


<Table>
<Caption>
                                                                       Six Months       Six Months
                                                                          Ended            Ended
                                                                      June 30, 2001    June 30, 2000
                                                                      -------------    -------------
<S>                                                                   <C>              <C>
Cash flows provided by (used in) operating activities:
    Net loss                                                          $     (18,027)   $     (11,379)
    Adjustment to reconcile net loss to
       net cash used in operating activities:
       Net periodic postretirement benefits                                     549              707
       Depreciation                                                           7,725            8,513
       Amortization of intangibles                                            1,041            1,894
       Amortization of deferred financing costs                               1,470            1,501
       Deferred income taxes                                                    251           (4,310)
       Loss on asset disposal                                                    --            6,762
       Non-cash interest expense                                              2,221            2,035
    Changes in operating assets and liabilities:
       Accounts receivable                                                   (2,971)          (5,372)
       Inventories                                                           (4,786)         (14,915)
       Prepaid expenses and other                                            (1,316)            (850)
       Accounts payable                                                      (5,690)           7,908
       Accrued and other liabilities                                         (2,174)           4,448
       Accrued interest                                                      10,111             (449)
       Income taxes payable                                                     579            2,280
       Other long-term liabilities                                           (1,224)          (1,512)
                                                                      -------------    -------------
          Total adjustments                                                   5,786            8,640
                                                                      -------------    -------------
          Net cash used in operating activities                             (12,241)          (2,739)
                                                                      -------------    -------------
    Cash flows used in investing activities:
       Proceeds from sale of assets                                              --            4,563
       Capital expenditures, net                                            (11,239)         (10,672)
       Change in other assets                                                  (511)          (1,355)
       Acquisitions, net of cash                                                 --           (1,008)
                                                                      -------------    -------------
          Net cash used in investing activities                             (11,750)          (8,472)
                                                                      -------------    -------------
    Cash flows provided by financing activities:
       Change in long-term receivables                                         (160)              42
       Repayment of long-term obligations                                    (7,548)         (12,912)
       Borrowing of long-term obligations                                    38,930            2,262
       Change in accounts receivable securitization                           2,509           26,943
       Financing fees                                                            40           (1,245)
       Change in net equity of parent                                            --            1,270
       Other                                                                  1,154             (539)
                                                                      -------------    -------------
          Net cash provided by financing activities                          34,925           15,821
                                                                      -------------    -------------
    Net increase in cash and cash equivalents                                10,934            4,610
    Cash and cash equivalents at beginning of period                         10,362           13,321
                                                                      -------------    -------------
    Cash and cash equivalents at end of period                        $      21,296    $      17,931
                                                                      =============    =============
</Table>


      See accompanying notes to condensed consolidated financial statements


                                       12
<PAGE>   13


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

         As used in this report, the term "Mercury" means Mercury Acquisition
         Corporation, the term "Issuer" means Mercury before the merger of the
         Company in May of 1998 (the "Merger") and Thermadyne Holdings
         Corporation after the Merger, the term "Holdings" means Thermadyne
         Holdings Corporation, the term "Thermadyne" means Thermadyne Holdings
         Corporation, its predecessors and subsidiaries, the terms "Thermadyne
         LLC" and the "Company" mean Thermadyne Mfg. LLC, a wholly owned and the
         principal operating subsidiary of Thermadyne Holdings Corporation, and
         the term "Thermadyne Capital" means Thermadyne Capital Corp., a wholly
         owned subsidiary of Thermadyne LLC.

         UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying unaudited condensed consolidated financial statements
         of Thermadyne LLC have been prepared in accordance with accounting
         principles generally accepted in the United States for interim
         financial information and with the instructions to Form 10-Q and
         Article 10 of Regulation S-X. Accordingly, they do not include all of
         the information and footnotes required by accounting principles
         generally accepted in the United States for complete financial
         statements. In the opinion of management, all adjustments (consisting
         of normal recurring accruals) considered necessary for a fair
         presentation have been included. Operating results for the three and
         six month periods ended June 30, 2001 are not necessarily indicative of
         the results that may be expected for the year ended December 31, 2001.
         For further information, refer to the consolidated financial statements
         and footnotes thereto included in the Company's annual report on Form
         10-K for the year ended December 31, 2000.

         CO-ISSUER

         Thermadyne Capital, a wholly-owned subsidiary of Thermadyne LLC, was
         formed solely for the purpose of serving as a co-issuer of the 9-7/8%
         Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes").
         Thermadyne Capital has no substantial assets or liabilities and no
         operations of any kind, and the Indenture pursuant to which the Senior
         Subordinated Notes were issued limits Thermadyne Capital's ability to
         acquire or hold any significant assets, incur any liabilities or engage
         in any business activities, other than in connection with the issuance
         of the Senior Subordinated Notes.


                                       13
<PAGE>   14


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         STATEMENTS OF CASH FLOWS

         For purposes of the Statements of Cash Flows, the Company considers all
         highly liquid investments purchased with a maturity of three months or
         less to be cash equivalents. Interest and taxes paid were as follows:

<Table>
<Caption>
                                           Six Months       Six Months
                                              Ended            Ended
                                            June 30,         June 30,
                                              2001             2000
                                          -------------    -------------
<S>                                       <C>              <C>
          Interest paid                   $      18,842    $      29,277
          Taxes paid (received)                     631            1,605
</Table>

2.       ACCOUNTS RECEIVABLE

         On January 31, 2000, Thermadyne LLC and its subsidiaries entered into a
         trade accounts receivable securitization agreement whereby it sells on
         an ongoing basis participation interests in up to $45,000 of designated
         accounts receivable. The amount of participation interests sold under
         this financing arrangement is subject to change based on the level of
         eligible receivables and restrictions on concentrations of receivables,
         and was approximately $23,508 and $20,999 at June 30, 2001 and December
         31, 2000, respectively. The sold accounts receivable are reflected as a
         reduction of accounts receivable on the June 30, 2001 and December 31,
         2000, Consolidated Balance Sheets, respectively. Interest expense is
         incurred on participation interests at the rate of one-month LIBOR plus
         65 basis points, per annum.

3.       INVENTORIES

         The composition of inventories was as follows:

<Table>
<Caption>
                                     June 30,        December 31,
                                      2001               2000
                                    ---------        ------------
<S>                                 <C>              <C>
         Raw materials              $  22,616         $  20,829
         Work-in-process               24,078            26,853
         Finished goods                68,994            65,582
         LIFO reserve                  (1,658)             (813)
                                    ---------         ---------
         Total                      $ 114,030         $ 112,451
                                    =========         =========
</Table>



                                       14
<PAGE>   15


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


4.       SEGMENT INFORMATION

         The Company reports its segment information by geographic region.
         Although the Company's domestic operation is comprised of several
         individual business units, similarity of products, paths to market, end
         users, and production processes results in performance evaluation and
         decisions regarding allocation of resources being made on a combined
         basis. The Company's reportable geographic regions are the United
         States, Europe and Australia/Asia.

         The Company evaluates performance and allocates resources based
         principally on operating income net of any special charges or
         significant one-time charges. The accounting policies of the reportable
         segments are the same as those described in the summary of significant
         accounting policies. Intersegment sales are based on market prices.

         Summarized financial information concerning the Company's reportable
         segments is shown in the following table. Export sales from the United
         States are included in the United States segment. The "Other" column
         includes the elimination of intersegment sales and profits, corporate
         related items and other costs not allocated to the reportable segments.

<Table>
<Caption>
                                                                                 Other
                                            United               Australia/    Geographic
                                            States     Europe       Asia        Regions        Other     Consolidated
                                           --------   --------   ----------    ----------    --------    ------------
<S>                                        <C>        <C>        <C>           <C>           <C>         <C>
Six Months Ended June 30, 2001

    Revenue from external customers        $156,634   $ 24,340   $   22,283    $   28,484    $     --    $    231,741
    Intersegment revenues                    14,543      6,760          818            --     (22,121)             --
    Operating income (loss)                  30,825      1,831       (2,060)          868     (14,299)         17,165

Six Months Ended June 30, 2000

    Revenue from external customers        $183,486   $ 29,945   $   28,926    $   25,924    $     --    $    268,281
    Intersegment revenues                    19,500      8,317        1,062                   (28,879)             --
    Operating income (loss)                  32,030      1,689       (1,473)         (276)     (8,252)         23,718
</Table>


5.       RELOCATION AND REORGANIZATION

         Included in special charges for the three months ended June 30, 2001
         are costs of approximately $1.1 million related to the relocation of
         production to Mexico and Asia and $3.9 million related to the
         information technology and business reengineering project. The balance
         of the special charges is related primarily to the Company's efforts to
         restructure its balance sheet. For the six months ended June 30, 2001
         special charges of $11.2 million include $2.2 million related to the
         relocation of production to Mexico and Asia, $6.6 million related to an
         information technology transformation and related business process
         reengineering project, $1.9 million related to the Company's efforts to
         restructure its balance sheet and the balance of $0.5 million related
         mostly to severance costs. As of June 30, 2001, the Company has made
         payments of approximately $2.8 million against severance or other
         accruals established in connection with these special charges.

         Special charges of $12.4 million and $18.4 million were recorded in the
         three and six month periods ended June 30, 2000, respectively.
         Included in these amounts are a loss of $6.7 million associated with
         the decision to exit a portion of the gas management business and $3.0
         million related to changes in senior management. The balance of the
         special charges for both periods is related primarily to the
         relocation of production to Mexico and Asia. As of June 30, 2000, no
         significant payments had been made against severance or other accruals
         established in connection with these special charges.

                                       15
<PAGE>   16


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


6.       COMPREHENSIVE INCOME (LOSS)

         Comprehensive loss totalled $20,250 and $17,284 for the three months
         ended June 30, 2001 and 2000. During the first six months of 2001 and
         2000, total comprehensive loss amounted to $22,523 and $19,264,
         respectively.

7.       LONG-TERM OBLIGATIONS

         At June 30, 2001, the Company has $619.6 million of outstanding
         indebtedness including $354.3 million in secured indebtedness owed
         under the New Credit Facility. At March 31, 2001, and continuing at
         June 30, 2001, the Company was in violation of certain covenants with
         respect to the New Credit Facility. On May 24, 2001, the Company
         obtained a third amendment and forbearance agreement to the New Credit
         Facility (the "Forbearance Agreement") from its bank lenders, which was
         due to expire on July 31, 2001. On July 24, 2001, the Forbearance
         Agreement was extended to September 28, 2001. Under the terms of the
         Forbearance Agreement the Company's bank lenders agreed to forbear from
         taking any action or exercising any right or remedy permitted under the
         New Credit Facility with respect to the Specified Events of Default, as
         defined, which included the non-payment of interest owed under the
         Senior Subordinated Notes due on June 1, 2001. The Company did not make
         this payment and is now in violation of the related Indenture.

         During the period of the Forbearance Agreement, the Company will
         continue to evaluate its existing capital structure and consider
         alternatives to strengthen its balance sheet, including postponing or
         restructuring debt service payments, refinancing the indebtedness, or
         obtaining additional waivers or amendments to its debt agreements. The
         Company has determined it is probable it will not be able to cure the
         defaults under the New Credit Facility and the Senior Subordinated
         Notes in the near term and has therefore classified as current
         liabilities the amounts outstanding under these obligations in
         accordance with the provisions of Emerging Issues Task Force No. 86-30,
         "Classification of Obligations when a Violation is Waived by a
         Creditor." The Company has also classified as current the amount
         outstanding under the Junior Notes, which contains a cross-default
         provision related to the acceleration of indebtedness prior to its
         maturity.

8.       RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board issued
         Statements of Financial Accounting Standards No. 141, Business
         Combinations, and No. 142, Goodwill and Other Intangible Assets,
         effective for fiscal years beginning after December 15, 2001. Under the
         new rules, goodwill (and intangible assets deemed to have indefinite
         lives) will no longer be amortized but will be subject to annual
         impairment tests in accordance with the Statements. Other intangible
         assets will continue to be amortized over their useful lives. The
         adoption of these Statements is not expected to materially affect the
         Company's financial position or results of operations.


9.       GUARANTOR SUBSIDIARIES

         In connection with the merger of Holdings and Mercury, Thermadyne LLC
         and Thermadyne Capital, both wholly-owned subsidiaries of Holdings,
         issued $207 million of Senior Subordinated Notes. Holdings received all
         of the net proceeds from the issuance of the Senior Subordinated Notes
         and Thermadyne LLC and Thermadyne Capital are jointly and severally
         liable for all payments under the Senior Subordinated Notes.
         Additionally, the Senior Subordinated Notes are fully and
         unconditionally (as well as jointly and severally) guaranteed on an
         unsecured senior subordinated basis by certain subsidiaries of the
         Company (the "Guarantor Subsidiaries"). Each of the Guarantor
         Subsidiaries is wholly-owned, directly or indirectly, by Thermadyne
         LLC.

         The following condensed consolidating financial information of
         Thermadyne LLC includes the accounts of Thermadyne LLC, the combined
         accounts of the Guarantor Subsidiaries and the combined accounts of the
         non-guarantor subsidiaries for the periods indicated. Separate
         financial statements of each of the Guarantor Subsidiaries are not
         presented because management has determined that such information is
         not material in assessing the Guarantor Subsidiaries.


                                       16
<PAGE>   17


                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)



CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2001

<Table>
<Caption>
                                                   Thermadyne      Total           Total
                                                      LLC        Guarantors    Non-Guarantors    Eliminations      Total
                                                   ----------    ----------    --------------    ------------    ----------
<S>                                                <C>           <C>           <C>               <C>             <C>
ASSETS

Current Assets:
    Cash and cash equivalents                      $       --    $   14,933    $        6,363    $         --    $   21,296
    Restricted cash                                        --            --            20,758         (20,758)           --
    Accounts receivable                                    --       (23,402)           90,604          (1,368)       65,834
    Inventories                                            --        69,753            44,277                       114,030
    Prepaid expenses and other                             --         2,923             3,216            (440)        5,699
                                                   ----------    ----------    --------------    ------------    ----------
         Total current assets                              --        64,207           165,218         (22,566)      206,859
Property, plant and equipment, at cost, net                --        45,978            39,640              --        85,618
Deferred financing costs, net                          13,924            --                                --        13,924
Intangibles, at cost, net                                  --         5,749             7,444              --        13,193
Deferred income taxes                                      --                             567              --           567
Investment in and advances to/from subsidiaries       161,913        13,641                --        (175,554)           --
Other assets                                               --          (303)            2,245              --         1,942
                                                   ----------    ----------    --------------    ------------    ----------
         Total assets                              $  175,837    $  129,272    $      215,114    $   (198,120)   $  322,103
                                                   ==========    ==========    ==============    ============    ==========

LIABILITIES AND SHAREHOLDERS' DEFICIT


Current Liabilities:
    Accounts payable                               $       --    $   18,474    $       17,963    $         --    $   36,437
    Accrued and other liabilities                          --        23,870             8,741              --        32,611
    Accrued interest                                   12,060             7                 8              --        12,075
    Income taxes payable                                   --        10,851              (265)             --        10,586
    Current maturities of long-term obligations       572,670           295            27,276              --       600,241
                                                   ----------    ----------    --------------    ------------    ----------
         Total current liabilities                    584,730        53,497            53,723              --       691,950
Long-term obligations, less current maturities                       15,571            48,752         (45,000)       19,323
Other long-term liabilities                                --        49,338            10,478              --        59,816
Shareholders' deficit:                                                                                          --
    Accumulated deficit                              (487,870)     (338,747)          (88,335)        427,082      (487,870)
    Accumulated other comprehensive loss                   --       (23,825)          (16,268)             --       (40,093)
                                                   ----------    ----------    --------------    ------------    ----------
         Total shareholders' deficit                 (487,870)     (362,572)         (104,603)        427,082      (527,963)
Net equity and advances to/from subsidiaries           78,977       373,438           206,764        (580,202)       78,977
                                                   ----------    ----------    --------------    ------------    ----------
         Total liabilities and shareholders'
             deficit                               $  175,837    $  129,272    $      215,114    $   (198,120)   $  322,103
                                                   ==========    ==========    ==============    ============    ==========
</Table>



                                       17
<PAGE>   18



                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000

<Table>
<Caption>
                                                   Thermadyne      Total           Total
                                                      LLC        Guarantors    Non-Guarantors    Eliminations      Total
                                                   ----------    ----------    --------------    ------------    ----------
<S>                                                <C>           <C>           <C>               <C>             <C>
ASSETS

Current Assets:
    Cash and cash equivalents                      $       --    $    4,536    $        5,826    $         --    $   10,362
    Restricted Cash                                        --            --            24,779         (24,779)           --
    Accounts receivable                                    --          (312)           90,254         (22,931)       67,011
    Inventories                                            --        65,303            47,148              --       112,451
    Prepaid expenses and other                             --         1,877             3,297            (577)        4,597
                                                   ----------    ----------    --------------    ------------    ----------
        Total current assets                               --        71,404           171,304         (48,287)      194,421
Property, plant and equipment, at cost, net                --        41,184            43,541              --        84,725
Deferred financing costs, net                          15,393            --                52              --        15,445
Intangibles, at cost, net                                  --         6,233             7,973              --        14,206
Deferred income taxes                                      --            (2)              794              --           792
Investment in and advances to/from subsidiaries       135,656        13,911                --        (149,567)           --
Other assets                                               --           461             2,413              --         2,874
                                                   ----------    ----------    --------------    ------------    ----------
        Total assets                               $  151,049    $  133,191    $      226,077    $   (197,854)   $  312,463
                                                   ==========    ==========    ==============    ============    ==========



LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                               $       --    $   21,479    $       21,789    $         --    $   43,268
    Accrued and other liabilities                          --        25,871             9,419              --        35,290
    Accrued interest                                    1,961             6                15              --         1,982
    Income taxes payable                                   --        11,153            (1,034)             --        10,119
    Current maturities of long-term obligations        12,487           286             6,964              --        19,737
                                                   ----------    ----------    --------------    ------------    ----------
        Total current liabilities                      14,448        58,795            37,153              --       110,396
Long-term obligations, less current maturities        527,468        15,654            69,163         (45,000)      567,285
Other long-term liabilities                                --        50,074            11,170              --        61,244
Shareholders' deficit:
    Accumulated deficit                              (469,843)     (326,380)          (83,651)        410,031      (469,843)
    Accumulated other comprehensive loss                   --       (18,508)          (17,087)             --       (35,595)
                                                   ----------    ----------    --------------    ------------    ----------
        Total shareholders' deficit                  (469,843)     (344,888)         (100,738)        410,031      (505,438)
Net equity and advances to/from subsidiaries           78,976       353,556           209,329        (562,885)       78,976
                                                   ----------    ----------    --------------    ------------    ----------
        Total liabilities and shareholders'
             deficit                               $  151,049    $  133,191    $      226,077    $   (197,854)   $  312,463
                                                   ==========    ==========    ==============    ============    ==========

</Table>

                                       18
<PAGE>   19
                              THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2001

<Table>
<Caption>
                                                  Thermadyne      Total           Total
                                                     LLC        Guarantors    Non-Guarantors    Eliminations         Total
                                                  ----------    ----------    --------------    ------------       ----------
<S>                                               <C>           <C>           <C>               <C>                <C>
Net sales                                         $       --    $   88,140    $       42,735    $    (18,883)      $  111,992
Operating expenses:
   Cost of goods sold                                     --        59,686            34,285         (18,662)          75,309
   Selling, general and administrative expenses           --        17,699             7,227              --           24,926
   Amortization of intangibles                            --           360               170              --              530
   Net periodic postretirement benefits                   --           288                --              --              288
   Special charges                                        --         6,652               463              --            7,115
                                                  ----------    ----------    --------------    ------------       ----------
Operating income                                          --         3,455               590            (221)           3,824
Other income (expense):
   Interest expense                                       --       (13,770)           (1,816)            442          (15,144)
   Amortization of deferred financing costs               --          (735)                               --             (735)
   Equity in net loss of subsidiaries                (13,163)           --                --          13,163               --
   Other                                                  --           199               (63)           (556)            (420)
                                                  ----------    ----------    --------------    ------------       ----------
Loss before income tax provision                     (13,163)      (10,851)           (1,289)         12,828          (12,475)
Income tax provision                                      --            33               655              --              688
                                                  ----------    ----------    --------------    ------------       ----------
Net loss                                          $  (13,163)   $  (10,884)   $       (1,944)   $     12,828       $  (13,163)
                                                  ==========    ==========    ==============    ============       ==========
</Table>

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000

<Table>
<Caption>
                                                   Thermadyne      Total           Total
                                                      LLC        Guarantors    Non-Guarantors    Eliminations         Total
                                                   ----------    ----------    --------------    ------------       ----------
<S>                                                <C>           <C>           <C>               <C>                <C>
Net sales                                          $       --    $  110,106    $       52,601    $    (27,583)      $  135,124
Operating expenses:
   Cost of goods sold                                      --        70,828            43,227         (27,931)          86,124
   Selling, general and administrative expenses            --        18,682             8,015              --           26,697
   Amortization of intangibles                             --           464               506              --              970
   Net periodic postretirement benefits                    --           207                --              --              207
   Special charges                                         --        12,083               323              --           12,406
                                                   ----------    ----------    --------------    ------------       ----------
Operating income                                           --         7,842               530             348            8,720
Other income (expense):
   Interest expense                                        --       (14,240)           (2,484)            826          (15,898)
   Amortization of deferred financing costs                --          (732)               (1)             --             (733)
   Equity in net loss of subsidiaries                  (8,409)           --                --           8,409               --
   Other                                                   --          (265)              902          (1,135)            (498)
                                                   ----------    ----------    --------------    ------------       ----------
Loss before income tax provision                       (8,409)       (7,395)           (1,053)          8,448           (8,409)
Income tax provision (benefit)                             --          (873)              873              --
                                                   ----------    ----------    --------------    ------------       ----------
Net loss                                           $   (8,409)   $   (6,522)   $       (1,926)   $      8,448       $   (8,409)
                                                   ==========    ==========    ==============    ============       ==========
</Table>





                                       19
<PAGE>   20
                              THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                  (UNAUDITED)




CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2001

<Table>
<Caption>
                                                   Thermadyne      Total           Total
                                                      LLC        Guarantors    Non-Guarantors    Eliminations         Total
                                                   ----------    ----------    --------------    ------------       ----------
<S>                                                <C>           <C>           <C>               <C>                <C>
Net sales                                          $       --    $  186,549    $       87,805    $    (42,613)      $  231,741
Operating expenses:
   Cost of goods sold                                      --       122,269            71,695         (42,201)         151,763
   Selling, general and administrative expenses            --        34,880            15,156              --           50,036
   Amortization of intangibles                             --           722               319              --            1,041
   Net periodic postretirement benefits                    --           549                --              --              549
   Special charges                                         --        10,635               552              --           11,187
                                                   ----------    ----------    --------------    ------------       ----------
Operating income                                           --        17,494                83            (412)          17,165
Other income (expense):
   Interest expense                                        --       (28,352)           (3,968)          1,133          (31,187)
   Amortization of deferred financing costs                --        (1,470)                               --           (1,470)
   Equity in net loss of subsidiaries                 (18,027)           --                --          18,027               --
   Other                                                   --           249               563          (1,697)            (885)
                                                   ----------    ----------    --------------    ------------       ----------
Loss before income tax provision                      (18,027)      (12,079)           (3,322)         17,051          (16,377)
Income tax provision                                       --           288             1,362              --            1,650
                                                   ----------    ----------    --------------    ------------       ----------
Net loss                                           $  (18,027)   $  (12,367)   $       (4,684)   $     17,051       $  (18,027)
                                                   ==========    ==========    ==============    ============       ==========
</Table>


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000

<Table>
<Caption>
                                                   Thermadyne      Total           Total
                                                      LLC        Guarantors    Non-Guarantors    Eliminations         Total
                                                   ----------    ----------    --------------    ------------       ----------
<S>                                                <C>           <C>           <C>               <C>                <C>
Net sales                                          $       --    $  220,745    $       99,447    $    (51,911)      $  268,281
Operating expenses:
   Cost of goods sold                                      --       140,614            82,683         (51,985)         171,312
   Selling, general and administrative expenses            --        36,385            15,852              --           52,237
   Amortization of intangibles                             --           928               966              --            1,894
   Net periodic postretirement benefits                    --           707                --              --              707
   Special charges                                         --        17,636               777              --           18,413
                                                   ----------    ----------    --------------    ------------       ----------
Operating income (loss)                                    --        24,475              (831)             74           23,718
Other income (expense):
   Interest expense                                        --       (28,132)           (4,398)          1,658          (30,872)
   Amortization of deferred financing costs                --        (1,465)              (36)             --           (1,501)
   Equity in net loss of subsidiaries                 (11,379)           --                --          11,379               --
   Other                                                   --           841             1,891          (2,671)              61
                                                   ----------    ----------    --------------    ------------       ----------
Loss before income tax provision                      (11,379)       (4,281)           (3,374)         10,440           (8,594)
Income tax provision                                       --         1,443             1,342              --            2,785
                                                   ----------    ----------    --------------    ------------       ----------
Net loss                                           $  (11,379)   $   (5,724)   $       (4,716)   $     10,440       $  (11,379)
                                                   ==========    ==========    ==============    ============       ==========
</Table>



                                       20
<PAGE>   21
                              THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                  (UNAUDITED)


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2001

<Table>
<Caption>
                                                          Thermadyne       Total          Total
                                                              LLC       Guarantors    Non-Guarantors    Eliminations      Total
                                                          ----------    ----------    --------------    ------------    ----------
<S>                                                       <C>           <C>           <C>               <C>             <C>
Net cash used in operating activities                     $   (7,928)   $  (20,194)   $       (1,170)   $     17,051    $  (12,241)
Cash flows provided by (used in) investing activities:
    Capital expenditures, net                                     --        (8,402)           (2,837)             --       (11,239)
    Change in other assets                                        --          (762)              251              --          (511)
                                                          ----------    ----------    --------------    ------------    ----------
Net cash used in investing activities                             --        (9,164)           (2,586)             --       (11,750)
Cash flows provided by (used in) financing activities:
    Changes in long-term receivables                              --           543              (703)             --          (160)
    Repayment of long-term obligations                        (4,536)          (72)           (2,940)             --        (7,548)
    Borrowing of long-term obligations                        35,000            --             3,930              --        38,930
    Change in accounts receivable securitization                  --         2,509                --              --         2,509
    Financing fees                                                --                              40              --            40
    Change in net equity and advances to/from
        subsidiaries                                         (22,566)       36,777             2,840         (17,051)           --
    Other                                                         30            (2)            1,126              --         1,154
                                                          ----------    ----------    --------------    ------------    ----------
Net cash used in financing activities                          7,928        39,755             4,293         (17,051)       34,925
                                                          ----------    ----------    --------------    ------------    ----------
Net increase in cash and cash equivalents                         --        10,397               537              --        10,934
Cash and cash equivalents at beginning of period                  --         4,536             5,826              --        10,362
                                                          ----------    ----------    --------------    ------------    ----------
Cash and cash equivalents at end of period                $       --    $   14,933    $        6,363    $         --    $   21,296
                                                          ==========    ==========    ==============    ============    ==========
</Table>


CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000

<Table>
<Caption>
                                                          Thermadyne      Total           Total
                                                             LLC        Guarantors    Non-Guarantors    Eliminations       Total
                                                          ----------    ----------    --------------    ------------    ----------
<S>                                                       <C>           <C>           <C>               <C>             <C>
Net cash provided by (used in) operating activities       $  (11,812)   $    8,587    $       (9,954)   $     10,440    $   (2,739)
Cash flows provided by (used in) investing activities:            --
   Proceeds from sale of assets                                                                4,563                         4,563
   Capital expenditures, net                                      --        (7,461)           (3,211)             --       (10,672)
   Change in other assets                                         --          (421)             (934)             --        (1,355)
   Acquisitions, net of cash                                      --            --            (1,008)             --        (1,008)
                                                          ----------    ----------    --------------    ------------    ----------
Net cash used in investing activities                             --        (7,882)             (590)             --        (8,472)
Cash flows provided by (used in) financing activities:
   Changes in long-term receivables                               --            42                --              --            42
   Repayment of long-term obligations                         (9,957)         (125)           (2,830)             --       (12,912)
   Borrowing of long-term obligations                             --            --             2,262              --         2,262
   Change in accounts receivable securitization                   --        26,943                --              --        26,943
   Financing fees                                                 --        (1,245)               --              --        (1,245)
   Change in net equity and advances to/from subsidiaries     21,769       (23,174)           13,115         (10,440)        1,270
   Other                                                          --            79              (618)             --          (539)
                                                          ----------    ----------    --------------    ------------    ----------
Net cash provided by financing activities                     11,812         2,520            11,929         (10,440)       15,821
                                                          ----------    ----------    --------------    ------------    ----------
Net increase in cash and cash equivalents                         --         3,225             1,385              --         4,610
Cash and cash equivalents at beginning of period                  --         2,566            10,755              --        13,321
                                                          ----------    ----------    --------------    ------------    ----------
Cash and cash equivalents at end of period                $       --    $    5,791    $       12,140    $         --    $   17,931
                                                          ==========    ==========    ==============    ============    ==========
</Table>



                                       21
<PAGE>   22


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


The following is a discussion and analysis of the condensed consolidated
financial statements of Holdings. Holdings conducts its operations through its
wholly-owned subsidiary Thermadyne LLC. The accompanying condensed consolidated
financial statements for Holdings and Thermadyne LLC are substantially the same
except for certain debt and equity securities issued by Holdings, and therefore,
a separate discussion of Thermadyne LLC is not presented.

Included in the following discussions are comparisons of Adjusted EBITDA which
is defined as operating income plus depreciation, amortization of goodwill,
amortization of intangibles, net periodic postretirement benefits expense and
special charges and is a key financial measure but should not be construed as an
alternative to operating income or cash flows from operating activities (as
determined in accordance with accounting principles generally accepted in the
United States). Adjusted EBITDA is also one of the financial measures by which
the Company's compliance with its covenants is calculated under its debt
agreements. The Company believes that Adjusted EBITDA is a useful supplement to
net income (loss) and other consolidated income statement data in understanding
cash flows generated from operations that are available for taxes, debt service
and capital expenditures. However, the Company's method of computation may or
may not be comparable to other similarly titled measures of other companies. In
addition, Adjusted EBITDA is not necessarily indicative of amounts that may be
available for discretionary uses and does not reflect any legal or contractual
restrictions on the Company's use of funds.

The statements in this Quarterly Report on Form 10-Q that relate to future
plans, events or performance are forward-looking statements. Actual results
could differ materially due to a variety of factors and the other risks
described in this Quarterly Report and the other documents the Company files
from time to time with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. The Company undertakes no obligation to
publicly release the result of any revisions to these forward-looking statements
that may be made to reflect events or circumstances after the date hereof or
that reflect the occurrence of unanticipated events.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

Net sales for the second quarter of 2001 were $112.0 million compared to $135.1
million for the same quarter in 2000, or a decrease of 17.1%. Domestic sales for
the three months ended June 30, 2001, were down 18.6% while international sales
were off 14.6%. Weak economic conditions in all of the Company's key markets is
the main contributing factor in the sales decline.

Cost of goods sold was 67.2% of sales in the second quarter of 2001, which
compares to 63.7% for the same three-month period last year. The decline in
sales volume was the primary driver behind the increase in this percentage as
the Company has been unable to reduce fixed factory costs at the same pace as
sales have decreased.

Selling, general and administrative expenses were $24.9 million for the quarter
ended June 30, 2001, which is a decrease of 6.6% from the same three-month
period in 2000. This decline results mostly from the Company's ongoing cost
reduction efforts. As a percentage of sales selling, general and administrative
expenses were 22.3% for the second quarter of 2001 compared to 19.8% for the
second quarter last year. The increase in this percentage results mostly from
the decline in sales as a portion of these expenses are fixed and do not
fluctuate with sales.

Special charges in the second quarter of 2001 were $7.1 million and consisted
primarily of expenses incurred in connection with the Company's ongoing
information technology and business process reengineering initiative, costs
incurred to move production to Mexico, and expenditures made with respect to the
Company's efforts to restructure its balance sheet. Special charges of $12.4
million were recorded in the second quarter of 2000 and consisted of costs
related to the relocation of production to Mexico and Asia, costs related to a
change in senior management, and a loss recognized in connection with the
Company's decision to discontinue a portion of its gas management business.

Interest expense in the second quarter of 2001 was $20.2 million compared to
$20.5 million for the same period last year. The Company's blended average
interest rate declined from 11.3% for the three months ended June 2000 to 10.2%
for the three months ended June 30, 2001, however the favorable effects from
this decrease in rates was offset by increased interest costs resulting from a
higher average debt balance. The Company's average debt balance was $794.3
million for the second quarter of 2001 which compares to $726.3 million for the
same period last year.

An income tax provision of $0.7 million was recorded in the second quarter of
2001 on a pre-tax loss of $17.6 million. This provision relates primarily to
foreign taxable income.

Adjusted EBITDA was $15.7 million for the three months ended June 30, 2001, or
14.0% of sales, and compares to Adjusted EBITDA of $26.6 million for the same
period in 2000, or 19.7% of sales.

                                       22
<PAGE>   23

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

Net sales through the six months ended June 30, 2001, were $231.7 million, a
13.6% decrease from reported sales of $268.3 million for the same period one
year ago. Domestic sales, hurt by a weak economy, were $144.9 million for the
first half of 2001, or a decline of 15.2% compared to the first six months of
2000. International sales were also hampered by weak economic conditions
in all of the Company's major markets and were $86.8 million for the six months
ended June 30, 2001, a drop of 10.8% from the same period last year.

Cost of goods sold was 65.5% of sales for the six-month period ended June 30,
2001, compared to 63.9% for the same period in 2000. A decline in production
resulting from the decrease in sales hurt the Company's ability to absorb fixed
factory costs and drove up costs of goods sold as a percentage of sales.

Selling, general and administrative expenses were $50.0 million through the
first half of 2001, which was a 4.2% decrease from the $52.2 million of expenses
incurred in the first six months of 2000. This decline results mostly from the
Company's ongoing cost reduction efforts. As a percentage of sales selling,
general and administrative expenses were 21.6% for the six months ended June 30,
2001 compared to 19.5% for the same period last year. The increase in this
percentage results mostly from the decline in sales as a portion of these
expenses are fixed in nature and do not fluctuate with sales.

Special charges during the first half of 2001, were $11.2 million and relate
primarily to the Company's information technology and business processes
reengineering project, costs incurred with respect to the move of production to
Mexico, and costs related to the Company's efforts to restructure its balance
sheet. Special charges of $18.4 were incurred during the first half of 2000, and
were comprised of costs related to the relocation of production to Mexico and
Asia, a loss recognized as a result of the decision to exit a portion of the gas
management business, and costs incurred related to changes in senior management.

Interest expense for the first two quarters of 2001 was $41.3 million compared
to $40.1 million for the same six months in 2000. The increase results primarily
from the overall increase in long-term debt, which resulted mostly from the
accretion of the Debentures and Junior Notes and outweighed the effects of lower
interest rates on the Company's variable rate debt. Through six months of 2001,
the Company's average debt balance and blended interest rate were $778.2 million
and 10.6%, which compares to $728.1 million and 11.0% for the same period last
year, respectively.

An income tax provision of $1.7 million, related primarily to foreign taxable
income, was recorded for the six months ended June 30, 2001 on a pre-tax loss of
$26.6 million. This compares to a provision of $2.8 million recorded on a
pre-tax loss of $17.9 million for the first half of 2000.

Adjusted EBITDA for the six months ended June 30, 2001, was $37.7 million, 16.3%
of sales, compared to $53.2 million, 19.8% of sales, for the six-month period
ended June 30, 2000, or a decrease of 29.1%.



                                       23
<PAGE>   24
LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL AND CASH FLOWS

Operating activities used $12.1 million of cash during the six months ended
June 30, 2001, which compares to $1.4 million of cash used during the same
period last year. Operating assets and liabilities used cash of $5.5 million
during the first six months of 2001, which compares to cash used of $8.5
million during the same period last year. Inventory used $10.5 million less in
cash during the six-month period ended June 30, 2001, compared to the same
period in 2000. Inventory used $14.9 million of cash during the first half of
2000, as higher stock levels were maintained as production was being relocated
to Mexico and Asia. Accounts payable used $5.7 million of cash during the first
two quarters of 2001, which compares to cash provided of $7.9 million during
the same six-month period last year. The change in accounts payable relates
mainly to the decline in production as the Company has less raw material on
hand. Accrued liabilities used $2.2 million through the first six months of
2001, compared to cash provided of $4.4 million during the same period last
year. The first six months of 2000 includes $4.2 million of severance related
to the move of production to Mexico and $3.0 million of severance related to
changes in senior management. Accrued interest has provided cash of $12.1
million in the first half of 2001, which results mostly from the non-payment of
interest on the Senior Subordinated Notes and Subordinated Notes, which were
due on June 1 and May 1, 2001, respectively.

Investing activities used $11.8 million of cash in the six-month period ended
June 30, 2001, $3.3 million more than the same period in 2000. The six months
ended June 30, 2000, includes $4.6 million of proceeds from the sale of
property in Australia.

Financing activities provided $34.8 million of cash in the first half of 2001,
compared to cash provided of $14.4 million in the same period last year. The
Company had net long-term borrowings of $31.4 million during the six months
ended June 30, 2001, which compares to net repayment of $10.7 million during
the first half of 2000. The change in long-term obligations was partially
offset by the accounts receivable securitization program, which provided cash
of $2.5 million in the first six months of 2001, compared to cash provided of
$26.9 million in the first half of 2000. The Company's securitization program
was renewed in January 2000, after the previous program was repaid in the
fourth quarter of 1999.

LIQUIDITY

At June 30, 2001, the Company has $794.6 million of outstanding indebtedness
including $354.3 million in secured indebtedness owed under the New Credit
Facility. At March 31, 2001, and continuing at June 30, 2001, the Company was in
violation of certain covenants with respect to the New Credit Facility. On May
24, 2001, the Company obtained a third amendment and forbearance agreement to
the New Credit Facility (the "Forbearance Agreement") from its bank lenders,
which was due to expire on July 31, 2001. On July 24, 2001, the Forbearance
Agreement was extended to September 28, 2001. Under the terms of the Forbearance
Agreement the Company's bank lenders agreed to forbear from taking any action or
exercising any right or remedy permitted under the New Credit Facility with
respect to the Specified Events of Default, as defined, which included the
non-payment of interest owed under the Senior Subordinated Notes and
Subordinated Notes due on June 1, 2001 and May 1, 2001, respectively. The
Company did not make these payments and is now in violation of both of the
related Indentures.

During the period of the Forbearance Agreement, the Company will continue to
evaluate its existing capital structure and consider alternatives to strengthen
its balance sheet, including postponing or restructuring debt service payments,
refinancing the indebtedness, or obtaining additional waivers or amendments to
its debt agreements. The Company has determined it is probable it will not be
able to cure the defaults under the New Credit Facility, the Senior Subordinated
Notes and the Subordinated Notes in the near term and has therefore classified
as current liabilities the amounts outstanding under these obligations in
accordance with the provisions of Emerging Issues Task Force No. 86-30,
"Classification of Obligations when a Violation is Waived by a Creditor." The
Company has also classified as current amounts outstanding under the Debentures
and Junior Notes, both of which contain cross-default provisions related to the
acceleration of indebtedness prior to its maturity.

The New Credit Facility also restricts the Company's ability to incur
additional indebtedness. Cash on hand and operating cash flow are expected to
be the Company's principal sources of liquidity in the near term. While these
sources are expected to be sufficient to meet working capital and capital
expenditure needs, they would not be adequate to meet the Company's debt
service requirements in the event of an acceleration of indebtedness and will
likely be insufficient to meet the debt service requirements of the New Credit
Facility.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning
after December 15, 2001. Under the new rules, goodwill (and intangible assets
deemed to have indefinite lives) will no longer be amortized but will be
subject to annual impairment tests in accordance with the Statements. Other
intangible assets will continue to be amortized over their useful lives. The
adoption of these Statements is not expected to materially affect the Company's
financial position or results of operations.


                                       24
<PAGE>   25



PART II.  OTHER INFORMATION


Item 3.  Defaults Upon Senior Securities

        a)  The following events of Default have occurred and are continuing
            under the New Credit Facility: the failure to comply with certain
            financial covenants specified therein as at March 31, 2001 and June
            30, 2001, the failure to comply with, or cause to be complied with,
            certain affirmative covenants of the New Credit Facility with
            respect to property located in Gallman, Mississippi and the failure
            to deliver audited financial statements without an "impermissible
            qualification" by the Company's independent auditors, and the
            non-payment of interest on Thermadyne Mfg.'s and Thermadyne
            Capital's 9-7/8% Senior Subordinated Notes due 2008 and the
            Company's 10-3/4% Senior Subordinated Notes due 2003. As at June 30,
            2001, approximately $354.3 million was outstanding under the New
            Credit Facility. Pursuant to a Third Amendment and Forbearance
            Agreement dated as of May 24, 2001 (as supplemented by an Extension
            Letter dated as of July 24, 2001, but effective as of July 31,
            2001), the lenders party to the New Credit Facility have agreed to
            forbear from exercising their rights and remedies in respect of the
            Events of Default specified above until September 28, 2001.

            On May 1, 2001, the Company failed to pay accrued interest of $2.0
            million on its 10-3/4% Senior Subordinated Notes due 2003, which
            such failure became an Event of Default under the indenture
            pertaining to such notes on June 1, 2001 and such default remains
            uncured. As of June 30, 2001, approximately $37 million was
            outstanding under such notes. Additionally, on June 1, 2001
            Thermadyne Mfg. and Thermadyne Capital failed to pay accrued
            interest of $10.2 million on the 9-7/8% Senior Subordinated Notes
            due 2008, which such failure became an Event of Default under the
            indenture pertaining to such notes on July 1, 2001, and such default
            remains uncured. As of June 30, 2001, approximately $207 million was
            outstanding under such notes. The lenders party to the New Credit
            Facility have previously delivered payment blocking notices to the
            trustee named under each indenture specified above, each of which
            such blocking notices prohibit the respective obligors on such notes
            from making any payments in respect thereof during the period
            covered by the relevant blocking notice.

Item 6.  Exhibits and Reports on Form 8-K

         a)  Exhibits

              4.16 Third Amendment and Forbearance Agreement dated as of May 24,
                   2001 by and among Thermadyne Holdings Corporation, and
                   certain of its subsidiaries, the Lenders party thereto and
                   ABN AMRO Bank, N.V., as agent for the Lenders, as
                   supplemented by that certain letter agreement dated as of
                   July 24, 2001, but effective as of July 31, 2001 by and among
                   Thermadyne Holdings Corporation, certain of its subsidiaries
                   and ABN AMRO Bank, N.V., as agent for the Lenders.

             10.33 Executive Employment Agreement dated July 10, 2001, between
                   Thermadyne Holdings Corporation and Douglas W. Muzzey.

             10.34 Executive Employment Agreement dated May 21, 2001, between
                   Thermadyne Holdings Corporation and Osvaldo Ricci.

             10.35 Executive Employment Agreement dated January 13, 2001,
                   between Thermadyne Holdings Corporation and Karl R. Wyss.

         b)  Reports on Form 8-K

             None


                                       25
<PAGE>   26


                                   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 thereunto duly authorized.


                                 THERMADYNE HOLDINGS CORPORATION



                                 By:       /s/ Karl R. Wyss
                                      ----------------------------------

                                           Karl R. Wyss
                                           Chairman of the Board and
                                           Chief Executive Officer
                                           (Principal Executive Officer)




                                 By:       /s/ James H. Tate
                                      ----------------------------------

                                           James H. Tate
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)



Date: August 14, 2001


                                       26
<PAGE>   27


                                   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 thereunto duly authorized.


                                 THERMADYNE MFG. LLC



                                 By:       /s/ Karl R. Wyss
                                      ----------------------------------

                                           Karl R. Wyss
                                           Chairman of the Board and
                                           Chief Executive Officer
                                           (Principal Executive Officer)




                                 By:       /s/ James H. Tate
                                      ----------------------------------

                                           James H. Tate
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)


Date: August 14, 2001

                                       27
<PAGE>   28


                                   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 thereunto duly authorized.


                                 THERMADYNE CAPITAL CORP.

                                 By:       /s/ Karl R. Wyss
                                      ----------------------------------

                                           Karl R. Wyss
                                           Chairman of the Board and
                                           Chief Executive Officer
                                           (Principal Executive Officer)




                                 By:       /s/ James H. Tate
                                      ----------------------------------

                                           James H. Tate
                                           Senior Vice President and
                                           Chief Financial Officer
                                           (Principal Financial and
                                           Accounting Officer)

Date: August 14, 2001

                                       28
<PAGE>   29

                                 EXHIBIT INDEX


 EXHIBIT
 NUMBER                                 DESCRIPTION
 -----------                            -----------

 4.16   Third Amendment and Forbearance Agreement dated as of May 24, 2001 by
        and among Thermadyne Holdings Corporation, and certain of its
        subsidiaries, the Lenders party thereto and ABN AMRO Bank, N.V., as
        agent for the Lenders, as supplemented by that certain letter agreement
        dated as of July 24, 2001, but effective as of July 31, 2001 by and
        among Thermadyne Holdings Corporation, certain of its subsidiaries and
        ABN AMRO Bank, N.V., as agent for the Lenders.


10.33   Executive Employment Agreement dated July 10, 2001, between Thermadyne
        Holdings Corporation and Douglas W. Muzzey.

10.34   Executive Employment Agreement dated May 21, 2001, between Thermadyne
        Holdings Corporation and Osvaldo Ricci.

10.35   Executive Employment Agreement dated January 13, 2001, between
        Thermadyne Holdings Corporation and Karl R. Wyss.