-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Je0BLGi1AFRrHqYnyZjwSFqcdPzl8qCMIDGgnUPESZ1ar3gNBAHEe6OAJmOqa2of /K21rzikekZOJ/qdFCF9Zw== 0000919574-07-001468.txt : 20070220 0000919574-07-001468.hdr.sgml : 20070219 20070220170618 ACCESSION NUMBER: 0000919574-07-001468 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070220 DATE AS OF CHANGE: 20070220 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMPEX CORP /DE/ CENTRAL INDEX KEY: 0000887433 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133667696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09690 FILM NUMBER: 07636251 BUSINESS ADDRESS: STREET 1: 1228 DOUGLAS AVENUE STREET 2: 1228 DOUGLAS AVENUE CITY: REDWOOD CITY STATE: CA ZIP: 94063-3117 BUSINESS PHONE: 650-367-2011 MAIL ADDRESS: STREET 1: 1228 DOUGLAS AVENUE STREET 2: 1228 DOUGLAS AVENUE CITY: REDWOOD CITY STATE: CA ZIP: 94063-3117 FORMER COMPANY: FORMER CONFORMED NAME: AMPEX INC /DE/ DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: AMPEX INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VALUEVEST MANAGEMENT CO II, LLC CENTRAL INDEX KEY: 0001380783 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-677-5851 MAIL ADDRESS: STREET 1: ONE FERRY BUILDING, SUITE 255 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 d748995_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) -------------------------- Ampex Corporation (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 032092-30-6 (CUSIP Number of Class of Securities) Mark B. Bakar and David Cariani Duncan McCurrach ValueVest Management Company II, LLC Sullivan & Cromwell LLP One Ferry Building, Suite 255, 125 Broad Street, San Francisco, California 94111 New York, New York 10004 (415) 677-5850 (212) 558-4066 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 16, 2007 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note. This document is being electronically filed with the Commission using the EDGAR System. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) - ---------- *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provide in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 032092-30-6 ----------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ValueVest High Concentration Master Fund, Ltd. (20-4574633) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 341,436 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 341,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 341,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 032092-30-6 ----------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ValueVest Management Company II, LLC (47-0951956) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* n/a 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION California NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 341,436 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 341,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 341,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 032092-30-6 ----------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Mark B. Bakar 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* n/a 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 341,436 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 341,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 341,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 032092-30-6 ----------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) David Cariani 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS* n/a 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 341,436 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 341,436 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 341,436 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.9% 14 TYPE OF REPORTING PERSON* IN This Amendment No. 3 amends and supplements the Statement on Schedule 13D ("Statement") filed by the parties named below on November 13, 2006, and the Amendment No. 1 and Amendment No. 2 thereto filed by the parties named below on November 16, 2006 and December 1, 2006 respectively, with respect to the Class A common stock, par value $0.01 per share ("Common Stock"), of Ampex Corporation, a corporation organized under the laws of the State of Delaware (the "Issuer"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Statement, as amended to date. Item 4. Purpose of Transaction. Item 4 is hereby amended by inserting the following paragraph as the thirteen paragraph: Since the November meeting, the Investment Manager has continued to meet with management of the Issuer to discuss means for the Issuer to increase shareholder value. On January 9, 2007, the Investment Manager introduced Mr. Ned S. Goldstein of M.CAM to Messrs. Bramson and McKibben of the Issuer as a possible appointee to the Board of Directors. On February 16, 2007, the Company announced that Mr. Bramson had resigned as Chief Executive Officer and President of the Issuer and from the Board of Directors; that Mr. D. Gordon Strickland had been appointed to replace Mr. Bramson as Chief Executive Officer and President of the Issuer; that Mr. William A. Stoltzfus, Jr. had advised the Issuer that he will not stand from re-election at the Issuer's 2007 Annual General Meeting; that Messrs. Strickland and Goldstein had each been appointed to the Board of Directors; and that the Board of Directors had initiated a search for an additional director. Item 4 is further amended by inserting the following paragraph in the place of the existing fifteenth paragraph: The Reporting Persons are dissatisfied with the Issuer's financial results and operating performance and intend to continue to engage in discussions with the management of the Issuer and/or the members of the Issuer's board of directors with respect to certain issues relating to, among others, the Investment Manager's prior and future proposals, the Issuer's strategic decision-making and the Issuer's recent financial and operating performance. The Reporting Persons may also approach other holders of the Issuer's securities in order to discuss similar matters of mutual interest, including, but not limited to, the possibility of nominating one or more persons to become a director of the Issuer. Each of the Reporting Persons intends to continuously review the Master Fund's investment in the Issuer and reserves the right to change its plans or intentions and to take any and all actions that it may deem appropriate to maximize the value of its investment(s), including by, among other things, acquiring additional securities of the Issuer, disposing of any securities of the Issuer owned by it, or formulating other plans or proposals regarding the Issuer or securities of the Issuer to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the Issuer (including, but not limited to, the attitude of the Issuer's board of directors and management and other shareholders of the Issuer) and the general business and future prospects of the Issuer. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 20, 2007 ValueVest High Concentration Master Fund, Ltd. /s/ Mark B. Bakar ---------------------------------- By: Mark B. Bakar Title: Director ValueVest Management Company II, LLC /s/ David Cariani ---------------------------------- By: David Cariani Title: Managing Member /s/ Mark B. Bakar ---------------------------------- Mark B. Bakar /s/ David Cariani ---------------------------------- David Cariani SK 23300 0001 748995 -----END PRIVACY-ENHANCED MESSAGE-----