SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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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)
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*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
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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
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By: Mark B. Bakar
Title: Director
ValueVest Management Company II, LLC
/s/ David Cariani
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By: David Cariani
Title: Managing Member
/s/ Mark B. Bakar
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Mark B. Bakar
/s/ David Cariani
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David Cariani
SK 23300 0001 748995