<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          March 31, 2000
                               ------------------------------------------------

                                       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)

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

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

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

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

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

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

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

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 check mark 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
                                           ---     ---

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                       Yes  X    No
                                           ---     ---

The number of shares outstanding of the issuer's common stock, par value $0.01
per share, as of April 28, 2000 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>
<CAPTION>
PART I - FINANCIAL INFORMATION

<S>                                                                                                            <C>
    Item 1.  Condensed Consolidated Financial Statements of
             Thermadyne Holdings Corporation

             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

             Condensed Consolidated Balance Sheets...........................................................     10
             Condensed Consolidated Statements of Operations.................................................     11
             Condensed Consolidated Statements of Cash Flows.................................................     12
             Notes to Condensed Consolidated Financial Statements............................................  13-20

    Item 2.  Management's Discussion and Analysis
             of Financial Condition and Results of Operations................................................  21-23

    Item 3.  Quantitative and Qualitative Disclosures of Market Risk.........................................     24

PART II - OTHER INFORMATION

    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>
                                                                           March 31,      December 31,
                                                                              2000             1999
                                                                         -------------    -------------
                                                                          (Unaudited)
<S>                                                                      <C>              <C>
ASSETS

Current Assets:
    Cash and cash equivalents                                            $      40,186    $      13,321
    Accounts receivable, less allowanced for doubtful
       accounts of $3,181 and $3,275, respectively                              71,959           94,731
    Inventories                                                                102,526          100,831
    Prepaid expenses and other                                                   5,399            5,954
                                                                         -------------    -------------
          Total current assets                                                 220,070          214,837
Property, plant and equipment, at cost, net                                     90,835           93,811
Deferred financing costs, net                                                   20,715           20,459
Intangibles, at cost, net                                                       38,365           40,170
Deferred income taxes                                                           29,141           29,105
Other assets                                                                     2,517            2,014
                                                                         -------------    -------------
          Total assets                                                   $     401,643    $     400,396
                                                                         =============    =============

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                                     $      44,653    $      41,773
    Accrued and other liabilities                                               27,158           27,052
    Accrued interest                                                             8,748            3,080
    Income taxes payable                                                        12,454            9,575
    Current maturities of long-term obligations                                 13,343           12,080
                                                                         -------------    -------------
         Total current liabilities                                             106,356           93,560
Long-term obligations, less current maturities                                 717,382          717,322
Other long-term liabilities                                                     61,858           62,172
Redeemable preferred stock (paid in kind), $0.01 par value,
    15,000,000 shares authorized and
    2,000,000 shares issued and outstanding                                     63,427           61,430
Shareholders' deficit:
    Common stock, $0.01 par value, 30,000,000 shares authorized,
       and 3,590,326 shares issued and outstanding at
       March 31, 2000 and December 31, 1999                                         36               36
    Additional paid-in capital                                                (113,441)        (111,444)
    Accumulated deficit                                                       (402,384)        (394,819)
    Management loans                                                            (4,020)          (3,966)
    Accumulated other comprehensive loss                                       (27,571)         (23,895)
                                                                         -------------    -------------
         Total shareholders' deficit                                          (547,380)        (534,088)
                                                                         -------------    -------------
         Total liabilities and shareholders' deficit                     $     401,643    $     400,396
                                                                         =============    =============
</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
                                                                                 Ended             Ended
                                                                               March 31,         March 31,
                                                                                 2000              1999
                                                                              -------------    -------------
<S>                                                                           <C>              <C>
Net sales                                                                     $     133,157    $     130,234
Operating expenses:
    Cost of goods sold                                                               85,188           83,635
    Selling, general and administrative expenses                                     25,540           24,546
    Amortization of intangibles                                                         924            1,037
    Net periodic postretirement benefits                                                500            1,050
    Special charges                                                                   6,007            2,874
                                                                              -------------    -------------
    Operating income                                                                 14,998           17,092
Other income (expense):
    Interest expense                                                                (19,529)         (17,742)
    Amortization of deferred financing costs                                           (862)            (888)
    Other, net                                                                          613              844
                                                                              -------------    -------------
Loss before income tax provision                                                     (4,780)            (694)
Income tax provision (benefit)                                                        2,785             (358)
                                                                              -------------    -------------
Net loss                                                                             (7,565)            (336)
Preferred stock dividends (paid in kind)                                              1,997            1,757
                                                                              -------------    -------------

Net loss applicable to common shares                                          $      (9,562)   $      (2,093)
                                                                              =============    =============

Per share data:
    Basic loss per common share                                               $       (2.66)   $       (0.60)
    Diluted loss per common share                                             $       (2.66)   $       (0.60)
</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>
                                                                         Three Months     Three Months
                                                                             Ended           Ended
                                                                        March 31, 2000   March 31, 1999
                                                                        --------------   --------------
<S>                                                                      <C>              <C>
Cash flows provided by (used in) operating activities:
    Net loss                                                             $      (7,565)   $        (336)
Adjustments to reconcile net loss to
         net cash provided by operating activities:
    Net periodic postretirement benefits                                           500            1,050
    Depreciation                                                                 4,193            4,109
    Amortization of intangibles                                                    924            1,037
    Amortization of deferred financing costs                                       862              888
    Deferred income taxes                                                          (39)            (333)
    Non-cash interest expense                                                    4,606            3,153
Changes in operating assets and liabilities:
    Accounts receivable                                                         (6,176)           3,589
    Inventories                                                                 (3,381)             422
    Prepaid expenses and other                                                     451              952
    Accounts payable                                                             3,159           (1,179)
    Accrued and other liabilities                                                  342          (11,060)
    Accrued interest                                                             5,670            6,095
    Income taxes payable                                                         2,879             (764)
    Other long-term liabilities                                                   (859)          (1,164)
                                                                         -------------    -------------
       Total adjustments                                                        13,131            6,795
                                                                         -------------    -------------
       Net cash provided by operating activities                                 5,566            6,459
                                                                         -------------    -------------
Cash flows used in investing activities:
    Capital expenditures, net                                                   (2,716)          (2,183)
    Change in other assets                                                        (883)            (478)
    Acquisitions, net of cash                                                       --           (2,250)
                                                                         -------------    -------------
       Net cash used in investing activities                                    (3,599)          (4,911)
                                                                         -------------    -------------
Cash flows provided by (used in) financing activities:
    Change in long-term receivables                                                 59               21
    Repayment of long-term obligations                                          (3,578)          (1,144)
    Borrowing of long-term obligations                                           1,538            5,562
    Issuance of common stock                                                        --                4
    Change in accounts receivable securitization                                28,586            2,288
    Financing fees                                                              (1,134)            (282)
    Other                                                                         (573)          (3,644)
                                                                         -------------    -------------
       Net cash provided by financing activities                                24,898            2,805
                                                                         -------------    -------------
Net increase in cash and cash equivalents                                       26,865            4,353
Cash and cash equivalents at beginning of period                                13,321            1,319
                                                                         -------------    -------------
Cash and cash equivalents at end of period                               $      40,186    $       5,672
                                                                         =============    =============
</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 generally accepted accounting
   principles 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 generally accepted
   accounting principles 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 month period ended March 31, 2000 are not necessarily
   indicative of the results that may be expected for the year ended December
   31, 2000. 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, 1999.

   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>
                               Three Months           Three Months
                                  Ended                  Ended
                                March 31,              March 31,
                                  2000                    1999
                            -----------------     ------------------
<S>                         <C>                   <C>
Interest paid               $          10,303     $            8,507
Taxes paid (received)                     (15)                   105
</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
                                                              Ended              Ended
                                                             March 31,         March 31,
                                                               2000              1999
                                                          --------------    --------------
<S>                                                       <C>               <C>
Numerator:
    Net loss applicable to common
       shares - basic and diluted                         $       (9,562)   $       (2,093)
                                                          ==============    ==============
Denominator:
    Weighted average shares-basic and diluted                  3,590,326         3,496,079
                                                          ==============    ==============

    Basic loss per common share                           $        (2.66)   $        (0.60)
                                                          ==============    ==============

    Diluted loss per common share                         $        (2.66)   $        (0.60)
                                                          ==============    ==============
</TABLE>

2. ACCOUNTS RECEIVABLE

   On January 31, 2000, the Company 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 $28,586 at March 31, 2000.
The sold accounts receivable are reflected as a reduction of accounts receivable
on the March 31, 2000, Consolidated Balance Sheet. 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>
                                  March 31,           December 31,
                                    2000                  1999
                                 ----------           ------------
<S>                              <C>                  <C>
Raw materials                    $   26,945           $     26,707
Work-in-process                      24,383                 23,718
Finished goods                       51,945                 51,278
LIFO reserve                           (747)                  (872)
                                 ----------           ------------
Total                            $  102,526           $    100,831
                                 ==========           ============
</TABLE>






                                       7



<PAGE>   8


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



4. SEGMENT INFORMATION

   The Company has adopted the Financial Accounting Standards Board's Statement
   No. 131, "Disclosures about Segments of an Enterprise and Related
   Information," which changes the way the Company reports information about its
   operating segments.

   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>
Three Months Ended March 31, 2000
------------------------------------
    Revenue from external customers        $   92,305   $   14,971   $   14,022    $   11,859    $       --    $  133,157
    Intersegment revenues                       9,880        4,158          515            --       (14,553)           --
    Operating income (loss)                    18,623          550       (1,150)         (306)       (2,719)       14,998

Three Months Ended March 31, 1999
------------------------------------
    Revenue from external customers        $   87,776   $   13,303   $   20,233    $    8,922    $       --    $  130,234
    Intersegment revenues                       8,973        3,493        1,094            --       (13,560)           --
    Operating income (loss)                    21,527          746         (631)         (599)       (3,951)       17,092
</TABLE>




                                       8

<PAGE>   9


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




5. RELOCATION AND REORGANIZATION

   Special charges of $6.0 million were recorded during the three months ended
   March 31, 2000. These charges relate primarily to the decision to relocate
   certain product assembly operations from the U.S. to Mexico. The special
   charges are comprised of $4.2 million of severance costs, $1.0 of inventory
   obsoleted by the move and approximately $0.8 million of other miscellaneous
   costs related to relocation of this production and the continuing
   reorganization of the Company's Australian business. The severance costs
   accrued in the first quarter relate to headcount reductions which are
   expected to occur over the next 21 months. As of March 31, 2000 none of
   these termination benefits had been paid.

   In the first quarter of 1999, special charges of $2.9 million were recorded
   in connection with a reorganization and realignment of the Company with the
   objective of making the Company's cost structure more competitive. These
   charges resulted primarily from headcount reductions and the related
   severance costs.

6. COMPREHENSIVE LOSS

   During the first three months of 2000 and 1999, total comprehensive loss
   amounted to $(11,241) and $(7,033), respectively.





                                       9
<PAGE>   10



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

<TABLE>
<CAPTION>
                                                                      March 31,       December 31,
                                                                        2000              1999
                                                                    -------------    -------------
                                                                     (Unaudited)
<S>                                                                 <C>              <C>
ASSETS

Current Assets:
     Cash and cash equivalents                                      $      40,186    $      13,321
     Accounts receivable, less allowance for doubtful
           accounts of $3,181 and $3,275, respectively                     71,959           94,731
     Inventories                                                          102,526          100,831
     Prepaid expenses and other                                             5,399            5,954
                                                                    -------------    -------------
        Total current assets                                              220,070          214,837
Property, plant and equipment, at cost, net                                90,835           93,811
Deferred financing costs, net                                              17,639           17,289
Intangibles, at cost, net                                                  38,365           40,170
Deferred income taxes                                                      25,874           25,838
Other assets                                                                2,517            2,014
                                                                    -------------    -------------
        Total assets                                                $     395,300    $     393,959
                                                                    =============    =============


LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
     Accounts payable                                               $      44,653    $      41,773
     Accrued and other liabilities                                         27,158           27,052
     Accrued interest                                                       7,088            2,416
     Income taxes payable                                                  12,454            9,575
     Current maturities of long-term obligations                           13,343           12,080
                                                                    -------------    -------------
        Total current liabilities                                         104,696           92,896
Long-term obligations, less current maturities                            561,749          565,247
Other long-term liabilities                                                61,858           62,172
Shareholders' deficit:
     Accumulated deficit                                                 (388,395)        (385,425)
     Accumulated other comprehensive loss                                 (27,571)         (23,895)
                                                                    -------------    -------------
        Total shareholders' deficit                                      (415,966)        (409,320)
Net equity and advances to/from parent                                     82,963           82,964
                                                                    -------------    -------------
        Total liabilities and shareholders' deficit                 $     395,300    $     393,959
                                                                    =============    =============
</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
                                                                  Ended            Ended
                                                                 March 31,       March 31,
                                                                   2000             1999
                                                               -------------    -------------
<S>                                                            <C>              <C>
Net sales                                                      $     133,157    $     130,234
Operating expenses:
    Cost of goods sold                                                85,188           83,635
    Selling, general and administrative expenses                      25,540           24,546
    Amortization of intangibles                                          924            1,037
    Net periodic postretirement benefits                                 500            1,050
    Special charges                                                    6,007            2,874
                                                               -------------    -------------
    Operating income                                                  14,998           17,092
Other income (expense):
    Interest expense                                                 (14,974)         (13,593)
    Amortization of deferred financing costs                            (768)            (792)
    Other, net                                                           559              792
                                                               -------------    -------------
Income (loss)  before income tax provision                              (185)           3,499
Income tax provision (benefit)                                         2,785             (358)
                                                               -------------    -------------
Net income (loss)                                              $      (2,970)   $       3,857
                                                               =============    =============
</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>
                                                                          Three Months    Three Months
                                                                             Ended           Ended
                                                                           March 31,       March 31,
                                                                              2000            1999
                                                                         -------------    -------------
<S>                                                                      <C>              <C>
Cash flows provided by (used in) operating activities:
    Net loss                                                             $      (2,970)   $       3,857
    Adjustment to reconcile net loss to
             net cash provided by operating activities:
       Net periodic postretirement benefits                                        500            1,050
       Depreciation                                                              4,193            4,109
       Amortization of intangibles                                                 924            1,037
       Amortization of deferred financing costs                                    768              792
       Deferred income taxes                                                       (39)            (333)
       Non-cash interest expense                                                 1,050               --
    Changes in operating assets and liabilities:
       Accounts receivable                                                      (6,176)           3,589
       Inventories                                                              (3,381)             422
       Prepaid expenses and other                                                  451              952
       Accounts payable                                                          3,159           (1,179)
       Accrued and other liabilities                                               342          (11,060)
       Accrued interest                                                          4,672            7,091
       Income taxes payable                                                      2,879             (764)
       Other long-term liabilities                                                (859)          (1,164)
                                                                         -------------    -------------
          Total adjustments                                                      8,483            4,542
                                                                         -------------    -------------
          Net cash provided by operating activities                              5,513            8,399
                                                                         -------------    -------------
    Cash flows used in investing activities:
       Capital expenditures, net                                                (2,716)          (2,183)
       Change in other assets                                                     (883)            (478)
       Acquisitions, net of cash                                                    --           (2,250)
                                                                         -------------    -------------
          Net cash used in investing activities                                 (3,599)          (4,911)
                                                                         -------------    -------------
    Cash flows provided by (used in) financing activities:
       Change in long-term receivables                                              59               21
       Repayment of long-term obligations                                       (3,578)          (1,144)
       Borrowing of long-term obligations                                        1,538            5,562
       Change in accounts receivable securitization                             28,586            2,288
       Financing fees                                                           (1,134)            (282)
       Change in net equity of parent                                               --           (3,353)
       Other                                                                      (520)          (2,227)
                                                                         -------------    -------------
          Net cash provided by financing activities                             24,951              865
                                                                         -------------    -------------
    Net increase in cash and cash equivalents                                   26,865            4,353
    Cash and cash equivalents at beginning of period                            13,321            1,319
                                                                         -------------    -------------
    Cash and cash equivalents at end of period                           $      40,186    $       5,672
                                                                         =============    =============
</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 generally accepted
   accounting principles 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 generally
   accepted accounting principles 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 month period ended March 31, 2000 are not
   necessarily indicative of the results that may be expected for the year ended
   December 31, 2000. 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, 1999.

   CO-ISSUER

   Thermadyne Capital, a wholly-owned subsidiary of Thermadyne LLC, was formed
   solely for the purpose of serving as 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





   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>
                                           Three Months    Three Months
                                               Ended           Ended
                                             March 31,       March 31,
                                               2000            1999
                                           -------------    -------------
<S>                                        <C>              <C>

Interest paid                              $      10,303    $       8,507
Taxes paid (received)                                (15)             105
</TABLE>

2. ACCOUNTS RECEIVABLE

   On January 31, 2000, the Company 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 $28,586 at March 31,
   2000. The sold accounts receivable are reflected as a reduction of accounts
   receivable on the March 31, 2000, Consolidated Balance Sheet. 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>
                                 March 31,   December 31,
                                   2000         1999
                                 ---------   -----------
<S>                               <C>
Raw materials                     $ 26,945   $    26,707
Work-in-process                     24,383        23,718
Finished goods                      51,945        51,278
LIFO reserve                          (747)         (872)
                                 ---------   -----------
Total                            $ 102,526   $   100,831
                                 =========   ===========
</TABLE>



4. SEGMENT INFORMATION

   The Company has adopted the Financial Accounting Standards Board Statement
   No. 131, "Disclosures about Segments of an Enterprise and Related
   Information," which changes the way the Company reports information about its
   operating segments.

   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




                                       14
<PAGE>   15
                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


         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>
Three Months Ended March 31, 2000
    Revenue from external customers    $ 92,305         $ 14,971         $14,022       $ 11,859     $      -        $133,157
    Intersegment revenues                 9,880            4,158             515              -      (14,553)              -
    Operating income (loss)              18,623              550          (1,150)          (306)      (2,719)         14,998

Three Months Ended March 31, 1999
    Revenue from external customers    $ 87,776         $ 13,303        $ 20,233        $ 8,922     $      -        $130,234
    Intersegment revenues                 8,973            3,493           1,094              -      (13,560)              -
    Operating income (loss)              21,527              746            (631)          (599)      (3,951)         17,092
</TABLE>

5.       RELOCATION AND REORGANIZATION

         Special charges of $6.0 million were recorded during the three months
         ended March 31, 2000. These charges relate primarily to the decision to
         relocate certain product assembly operations from the U.S. to Mexico.
         The special charges are comprised of $4.2 million of severance costs,
         $1.0 of inventory obsoleted by the move and approximately $0.8 million
         of other miscellaneous costs related to relocation of this production
         and the continuing reorganization of the Company's Australian business.
         The severance costs accrued in the first quarter relate to headcount
         reductions which are expected to occur over the next 21 months. As of
         March 31, 2000 none of these termination benefits had been paid.

         In the first quarter of 1999, special charges of $2.9 million were
         recorded in connection with a reorganization and realignment of the
         Company with the objective of making the Company's cost structure more
         competitive. These charges resulted primarily from headcount reductions
         and the related severance costs.



                                       15
<PAGE>   16
                               THERMADYNE MFG. LLC
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
                                   (UNAUDITED)


6.       COMPREHENSIVE INCOME (LOSS)

         During the first three months of 2000 and 1999, total comprehensive
         income (loss) amounted to $(6,646) and $(2,840), respectively.

7.       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 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)

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2000

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

Current Assets:
    Cash and cash equivalents                                   $      --    $  33,218      $   6,968    $      --    $  40,186
    Restricted cash                                                    --           --         16,217      (16,217)          --
    Accounts receivable                                                --          299         97,402      (25,742)      71,959
    Inventories                                                        --       59,897         42,629           --      102,526
    Prepaid expenses and other                                         --        2,534          3,119         (254)       5,399
                                                                ---------    ---------      ---------    ---------    ---------
         Total current assets                                          --       95,948        166,335      (42,213)     220,070
Property, plant and equipment, at cost, net                            --       41,602         49,233           --       90,835
Deferred financing costs, net                                      17,433           --            206           --       17,639
Intangibiles, at cost, net                                             --       12,329         26,036           --       38,365
Deferred income taxes                                                  --       25,046            828           --       25,874
Investment in and advances to/from subsidiaries                   210,621         (678)            --     (209,943)          --
Other assets                                                           --          846          1,671           --        2,517
                                                                ---------    ---------      ---------    ---------    ---------
         Total assets                                           $ 228,054    $ 175,093      $ 244,309    $(252,156)   $ 395,300
                                                                =========    =========      =========    =========    =========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                            $      --    $  22,083      $  22,570    $      --    $  44,653
    Accrued and other liabilities                                      --       19,745          7,413           --       27,158
    Accrued interest                                                7,081            1              6           --        7,088
    Income taxes payable                                               --       14,057         (1,603)          --       12,454
    Current maturities of long-term obligations                    11,057          276          2,010           --       13,343
                                                                ---------    ---------      ---------    ---------    ---------
         Total current liabilities                                 18,138       56,162         30,396           --      104,696
Long-term obligations, less current maturities                    515,348       15,949         75,452      (45,000)     561,749
Other long-term liabilities                                            --       51,774         10,084           --       61,858
Shareholders' equity (deficit):
    Retained earnings (accumulated deficit)                      (388,395)    (279,026)       (49,505)     328,531     (388,395)
    Accumulated other comprehensive loss                               --       (7,958)       (19,613)          --      (27,571)
                                                                ---------    ---------      ---------    ---------    ---------
         Total shareholders' equity (deficit)                    (388,395)    (286,984)       (69,118)     328,531     (415,966)
Net equity and advances to/from subsidiaries                       82,963      338,192        197,495     (535,687)      82,963
                                                                ---------    ---------      ---------    ---------    ---------
         Total liabilities and shareholders' equity (deficit)   $ 228,054    $ 175,093      $ 244,309    $(252,156)   $ 395,300
                                                                =========    =========      =========    =========    =========
</TABLE>



                                       17
<PAGE>   18

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


<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999

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

Current Assets:
    Cash and cash equivalents                                  $      --    $   2,566      $  10,755    $      --    $  13,321
    Accounts receivable                                               --       51,895         42,836           --       94,731
    Inventories                                                       --       59,042         41,789           --      100,831
    Prepaid expenses and other                                        --        2,853          3,101           --        5,954
                                                               ---------    ---------      ---------    ---------    ---------
        Total current assets                                          --      116,356         98,481           --      214,837
Property, plant and equipment, at cost, net                           --       43,985         49,826           --       93,811
Deferred financing costs, net                                     17,020           --            269           --       17,289
Intangibiles, at cost, net                                            --       11,937         28,233           --       40,170
Deferred income taxes                                                 --       25,046            792           --       25,838
Investment in and advances to/from subsidiaries                  209,719           --             --     (209,719)          --
Other assets                                                          --          692          1,322           --        2,014
                                                               ---------    ---------      ---------    ---------    ---------
        Total assets                                           $ 226,739    $ 198,016      $ 178,923    $(209,719)   $ 393,959
                                                               =========    =========      =========    =========    =========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
    Accounts payable                                           $      --    $  18,141      $  23,632    $      --    $  41,773
    Accrued and other liabilities                                     --       18,060          8,992           --       27,052
    Accrued interest                                               2,400           --             16           --        2,416
    Income taxes payable                                              --       11,725         (2,150)          --        9,575
    Current maturities of long-term obligations                    9,800          253          2,027           --       12,080
                                                               ---------    ---------      ---------    ---------    ---------
        Total current liabilities                                 12,200       48,179         32,517           --       92,896
Long-term obligations, less current maturities                   517,000       16,906         31,341           --      565,247
Other long-term liabilities                                           --       51,797         10,375           --       62,172
Shareholders' equity (deficit):
    Retained earnings (accumulated deficit)                     (385,425)    (279,825)       (46,716)     326,541     (385,425)
    Accumulated other comprehensive income (loss)                     --       (7,742)       (16,153)          --      (23,895)
                                                               ---------    ---------      ---------    ---------    ---------
        Total shareholders' equity (deficit)                    (385,425)    (287,567)       (62,869)     326,541     (409,320)
Net equity and advances to/from subsidiaries                      82,964      368,701        167,559     (536,260)      82,964
                                                               ---------    ---------      ---------    ---------    ---------
        Total liabilities and shareholders' equity (deficit)   $ 226,739    $ 198,016      $ 178,923    $(209,719)   $ 393,959
                                                               =========    =========      =========    =========    =========
</TABLE>



                                       18
<PAGE>   19

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

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                                 Thermadyne     Total          Total
                                                     LLC      Guarantors   Non-Guarantors Eliminations    Total
                                                 ----------   -----------  -------------- ------------  ----------
<S>                                              <C>          <C>          <C>            <C>          <C>
Net sales                                         $      --    $ 110,639      $  46,847    $ (24,329)   $ 133,157
Operating expenses:
   Cost of goods sold                                    --       69,786         39,455      (24,053)      85,188
   Selling, general and administrative expenses          --       17,702          7,838           --       25,540
   Amortization of intangibles                           --          464            460           --          924
   Net periodic postretirement benefits                  --          500             --           --          500
   Special charges                                       --        5,553            454           --        6,007
                                                  ---------    ---------      ---------    ---------    ---------
Operating income (loss)                                  --       16,634         (1,360)        (276)      14,998
Other income (expense):
   Interest expense                                      --      (13,892)        (1,912)         830      (14,974)
   Amortization of deferred financing costs              --         (733)           (35)          --         (768)
   Equity in net loss of subsidiaries                (2,970)          --             --        2,970           --
   Other                                                 --        1,106            987       (1,534)         559
                                                  ---------    ---------      ---------    ---------    ---------
Income (loss) before income tax provision            (2,970)       3,115         (2,320)       1,990         (185)
Income tax provision                                     --        2,316            469           --        2,785
                                                  ---------    ---------      ---------    ---------    ---------
Net income (loss)                                 $  (2,970)   $     799      $  (2,789)   $   1,990    $  (2,970)
                                                  =========    =========      =========    =========    =========

</TABLE>


<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999

                                                 Thermadyne     Total          Total
                                                     LLC      Guarantors   Non-Guarantors Eliminations    Total
                                                 ----------   -----------  -------------- ------------  ----------
<S>                                              <C>          <C>          <C>            <C>          <C>
Net sales                                         $      --   $ 105,183       $  47,327    $ (22,276)   $ 130,234
Operating expenses:
   Cost of goods sold                                    --      66,368          39,669      (22,402)      83,635
   Selling, general and administrative expenses          --      16,944           7,602           --       24,546
   Amortization of intangibles                           --         498             539           --        1,037
   Net periodic postretirement benefits                  --       1,050              --           --        1,050
   Special charges                                       --         936           1,938           --        2,874
                                                  ---------   ---------       ---------    ---------    ---------
Operating income (loss)                                  --      19,387          (2,421)         126       17,092
Other income (expense):
   Interest expense                                      --     (11,947)         (2,418)         772      (13,593)
   Amortization of deferred financing costs              --        (741)            (51)          --         (792)
   Equity in net loss of subsidiaries                 3,857          --              --       (3,857)          --
   Other                                                 --       2,378             281       (1,867)         792
                                                  ---------   ---------       ---------    ---------    ---------
Income (loss) before income tax provision             3,857       9,077          (4,609)      (4,826)       3,499
Income tax provision                                     --        (270)            (88)          --         (358)
                                                  ---------   ---------       ---------    ---------    ---------
Net income (loss)                                 $   3,857   $   9,347       $  (4,521)   $  (4,826)   $   3,857
                                                  =========   =========       =========    =========    =========
</TABLE>


(a)  Reflects the elimination of intercompany sales among all the Company's
subsidiaries



                                       19
<PAGE>   20

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



<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                                        Thermadyne    Total          Total
                                                            LLC     Guarantors   Non-Guarantors Eliminations   Total
                                                        ----------  -----------  -------------- ------------ ----------
<S>                                                     <C>          <C>         <C>            <C>          <C>
Net cash provided by (used in) operating activities      $  1,711    $  5,560      $ (3,748)      $  1,990    $  5,513
Cash flows provided by (used in) investing activities:
    Capital expenditures, net                                  --      (1,632)       (1,084)            --      (2,716)
    Change in other assets                                     --        (207)         (676)            --        (883)
    Acquisitions, net of cash                                  --          --            --             --          --
                                                         --------    --------      --------       --------    --------
Net cash used in investing activities                          --      (1,839)       (1,760)            --      (3,599)
Cash flows provided by (used in) financing activities:
    Changes in long-term receivables                           --          59            --             --          59
    Repayment of long-term obligations                     (1,449)        (62)       (2,067)            --      (3,578)
    Borrowing of long-term obligations                         --          --         1,538             --       1,538
    Change in accounts receivable securitization               --      28,586            --             --      28,586
    Financing fees                                             --      (1,146)           12             --      (1,134)
    Change in net equity and advances to/from
        subsidiaries                                         (267)       (581)        2,838         (1,990)         --
    Other                                                       5          75          (600)            --        (520)
                                                         --------    --------      --------       --------    --------
Net cash provided by (used in) financing activities        (1,711)     26,931         1,721         (1,990)     24,951
                                                         --------    --------      --------       --------    --------
Net increase (decrease) in cash and cash equivalents           --      30,652        (3,787)            --      26,865
Cash and cash equivalents at beginning of period               --       2,566        10,755             --      13,321
                                                         --------    --------      --------       --------    --------
Cash and cash equivalents at end of period               $     --    $ 33,218      $  6,968       $     --    $ 40,186
                                                         ========    ========      ========       ========    ========
</TABLE>

<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999

                                                          Thermadyne     Total          Total
                                                              LLC      Guarantors   Non-Guarantors Eliminations   Total
                                                          ----------  -----------  -------------- ------------  ----------
<S>                                                       <C>         <C>          <C>            <C>           <C>
Net cash provided by (used in) operating activities         $ 10,951    $  5,486      $ (3,212)      $ (4,826)   $  8,399
Cash flows provided by (used in) investing activities:            --
   Capital expenditures, net                                      --      (1,401)         (782)            --      (2,183)
   Change in other assets                                         --      (1,271)          793             --        (478)
   Acquisitions, net of cash                                      --          --        (2,250)            --      (2,250)
                                                            --------    --------      --------       --------    --------
Net cash used in investing activities                             --      (2,672)       (2,239)            --      (4,911)
Cash flows provided by (used in) financing activities:
   Changes in long-term receivables                               --          21            --             --          21
   Repayment of long-term obligations                           (575)        (51)         (518)            --      (1,144)
   Borrowing of long-term obligations                          5,100          --           462             --       5,562
   Change in accounts receivable securitization                   --       2,288            --             --       2,288
   Financing fees                                                 --          --          (282)            --        (282)
   Change in net equity and advances to/from subsidiaries    (15,476)         (2)        7,299          4,826      (3,353)
   Other                                                          --      (2,310)           83             --      (2,227)
                                                            --------    --------      --------       --------    --------
Net cash provided by (used in) financing activities          (10,951)        (54)        7,044          4,826         865
                                                            --------    --------      --------       --------    --------
Net increase in cash and cash equivalents                         --       2,760         1,593             --       4,353
Cash and cash equivalents at beginning of period                  --      (1,051)        2,370             --       1,319
                                                            --------    --------      --------       --------    --------
Cash and cash equivalents at end of period                  $     --    $  1,709      $  3,963       $     --    $  5,672
                                                            ========    ========      ========       ========    ========
</TABLE>



                                       20
<PAGE>   21

                     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 generally accepted accounting principles).
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 MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

Net sales for the three months ended March 31, 2000 were $133.2 million compared
to $130.2 million for the same period in 1999, an increase of 2.2%. Domestic
sales for the quarter were $85.7 million which is a 4.6% increase over the three
month period ended March 31, 1999. The Company has experienced a general
increase in demand across most of its product lines. International sales were
down a modest 1.8% during the quarter compared to the same three month period in
1999, with strong sales gains in Latin America, Europe and Canada substantially
offsetting a sales decline in Australia. Latin America had a quarterly sales
increase of 38.9% which resulted from stronger economic conditions and to a
lesser extent incremental revenues from a 1999 acquisition. The European growth
was primarily the result of a second quarter 1999 acquisition while increased
sales in Canada were attributable to continued economic



                                       21
<PAGE>   22
expansion in that country. Australian sales continued to be hampered by a weak
industrial economy together with increased competition from imports.

Cost of goods sold as a percentage of sales was 64.0% for the three months ended
March 31, 2000, compared to 64.2% for the same period last year. This
improvement is the result of cost reduction efforts together with improved
efficiencies as the Company's production facilities are generally running at
more optimal levels. During most of 1999 the Company was focused on reducing its
working capital with particular emphasis on inventory which had the effect of
less efficient production.

Selling, general and administrative costs were $25.5 million for the three
months ended March 31, 2000, which is 4.0% higher than the same period in 1999.
Substantially all of this increase results from two mid-1999 acquisitions. As a
percentage of sales selling, general, and administrative costs were 19.2% for
the first quarter compared to 18.8% for the three months ended March 31, 1999.
This increase results mainly from expenditures made with respect to new sales
and marketing initiatives including the addition of new sales personnel.

Special charges of $6.0 million were recorded during the three months ended
March 31, 2000. These charges relate primarily to the decision to relocate
certain product assembly operations from the U.S. to Mexico. The special charges
are comprised of $4.2 million of severance costs, $1.0 of inventory obsoleted by
the move and approximately $0.8 million of other miscellaneous costs related to
relocation of this production and the continuing reorganization of the Company's
Australian business. The severance costs accrued in the first quarter relate to
headcount reductions which are expected to occur over the next 21 months.

In the first quarter of 1999, special charges of $2.9 million were recorded in
connection with a reorganization and realignment of the Company with the
objective of making the Company's cost structure more competitive. These charges
resulted primarily from headcount reductions and the related severance costs.

For the three months ended March 31, 2000, an income tax provision of $2.8
million was recorded on a pre-tax loss of $4.8 million which compares to a tax
benefit of $0.4 million reported for the first quarter of 1999 on a pre-tax loss
of $0.7 million. The income tax provision for the three months ended March 31,
2000, includes the impact of nonrecognition of foreign tax loss benefits and
other nondeductible expenses.

Adjusted EBITDA was $26.6 million, or 20.0% of sales, for the quarter ended
March 31, 2000, and is 1.8% higher than the $26.2 million reported for the first
quarter of 1999 which was 20.1% of sales.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital and Cash Flows

Operating activities provided cash of $5.6 million during the three month period
ended March 31, 2000, which compares to cash provided of $6.5 million during the
same time period in 1999. Operating assets and liabilities provided cash of $2.1
million during the first quarter 2000 compared to a use of cash of $3.1 million
during the same period last year. This improvement was more than offset by a net
loss reported during the three month period ended March 31, 2000 of $7.6 million
compared to a net loss of



                                       22
<PAGE>   23
$0.3 million during the same three month period in 1999. These net loss amounts
included $11.0 million and $9.9 million of non-cash charges for the three months
ended March 31, 2000 and 1999, respectively. Investing activities used $3.6
million of cash during the first quarter of 2000, a decrease of $1.3 million
from the comparable period in 1999. This change resulted primarily from a
decline in cash used for acquisitions of $2.3 million partially offset by an
increase in capital expenditures of $0.5 million. Financing activities provided
$24.9 million during the three months ended March 31, 2000, compared to $2.8
million for the quarter ended March 31, 1999. This increase in cash provided
resulted mainly from the Company's accounts receivable securitization program
which provided $26.3 million more of cash during the three months ended March
31, 2000 when compared to the same period in 1999. During the fourth quarter of
1999 the Company's old securitization program was repaid and the new program did
not commence until January 2000.

LIQUIDITY

The Company's principal sources of liquidity are cash flow from operations and
borrowings under the Company's existing bank facility. The Company's principal
uses of cash will be debt service requirements, capital expenditures,
acquisitions and working capital. The Company expects that ongoing requirements
for debt service, capital expenditures and working capital will be funded from
operating cash flow and borrowings under its existing bank facility. In
connection with future acquisitions, the Company may require additional funding
which may be provided in the form of additional debt, equity financing or
combination thereof. There can be no assurance that any such additional
financing will be available to the Company on acceptable terms.

The Company anticipates that its operating cash flow, together with borrowings
under its existing bank facility, will be sufficient to meet its anticipated
future operating expenses and capital expenditures and to service its debt
requirements as they become due. However, the Company's ability to make
scheduled payments of principal of, to pay interest on or to refinance its
indebtedness and to satisfy its other debt obligations will depend upon its
future operating performance, which will be affected by general economic,
financial, competitive, legislative, regulatory, business and other factors
beyond its control.

YEAR 2000 ISSUE

To date, the Company has not experienced any material Year 2000 problems in
products that it sells or in its internal systems. While we are not currently
aware of any internal or external Year 2000 failures impacting our operations or
those of our customers due to Year 2000 failures of our products, we continue to
monitor the compliance of our products and internal systems, as well as third
party software purchased from suppliers prior to January 1, 2000.

Although we believe that we have successfully modified our products, services,
and internal systems as necessary to be Year 2000-compliant, we cannot be sure
that our products or our internal systems do not contain undetected errors or
defects associated with Year 2000 functions that may manifest themselves over
time and may result in a material adverse impact on the Company's business,
financial condition, or results of operations.

With regard to the Company's products, the most likely worst-case scenario with
respect to any Year 2000 problems will be insignificant given the mechanical
nature of the vast majority of the products. With regard to the Company's
internal systems, and products and services acquired from third-party suppliers,
the most likely worst-case scenario will be a delayed Year 2000-related failure.



                                       23
<PAGE>   24
Information technology staff have continued testing internal systems after the
rollover date of January 1, 2000, and as of the date hereof, have detected no
errors or malfunctions resulting from Year 2000 issues. Information technology
staff will continue to monitor internal systems and investigate reports of Year
2000-related errors or failures in our products well into the future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK

There have been no material changes in the first quarter of 2000. Refer to the
Company's discussion in its Annual Report on Form 10-K for the year ended
December 31, 1999.



                                       24
<PAGE>   25

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

a)       Exhibits

                  27 - Financial Data Schedule

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/  Randall E. Curran
                                           -------------------------------
                                           Randall E. Curran
                                           Chairman of the Board, President 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:    May 12, 2000



                                       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/  Randall E. Curran
                                           -------------------------------
                                           Randall E. Curran
                                           Chairman of the Board, President 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:    May 12, 2000



                                       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/  Randall E. Curran
                                           -------------------------------
                                           Randall E. Curran
                                           Chairman of the Board, President 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:    May 12, 2000



                                       28
<PAGE>   29


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER              DESCRIPTION
-------             -----------
<S>             <C>
   27           Financial Data Schedule
</TABLE>