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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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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
One Ferry Building, Suite 255, Sullivan & Cromwell LLP
San Francisco, California 94111 125 Broad Street,
(415) 677-5850 New York, New York 10004
(212) 558-4066
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 28, 2006
(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
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 341,436
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 341,436
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 341,436
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 341,436
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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. 2 amends and supplements the Statement on Schedule 13D
("Statement") filed by the parties named below on November 13, 2006 and
Amendment No. 1 thereto filed by the parties named below on November 16, 2006
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
and Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and restated in its entirety as follows:
The Master Fund purchased the shares of Common Stock covered by this
Statement through open market purchases made from October 6, 2005 through
November 22, 2006. Details of each purchase transaction are set forth on Exhibit
3, which is attached hereto and incorporated herein by reference. Each purchase
was funded using equity capital contributed to the Master Fund by its direct and
indirect investors.
In addition to the above amendment to and restatement of Item 3, Exhibit 3
is hereby amended and supplemented by adding the following new rows:
11/17/2006 Buy 6,701 13.29 89,383.97 324,469
11/20/2006 Buy 6.832 13.47 92,338.58 331,301
11/21/2006 Buy 9,584 14.10 135,611.68 340,885
11/22/2006 Buy 551 14.68 8,115.51 341,436
Item 4. Purpose of Transaction.
Item 4 is hereby amended by inserting the following paragraphs as the
eleventh and twelfth paragraphs:
On November 28, 2006, Messrs. Bakar and Cariani of the Investment Manager
and David Martin, the chief executive officer of MoCAM, met with Messrs. Bramson
and McKibben, the Issuer's chief executive officer and chief financial officer,
respectively, at the Issuer's offices in New York. At the meeting, the
Investment Manager expressed its continuing belief that the market price of the
Company's Shares does not fully reflect the underlying value of the Issuer's
assets and businesses.
The Investment Manager indicated that it has identified specific actions
and possible strategic relationships that could materially increase the
Company's revenue stream from its intellectual property assets. Such plans could
involve the consulting and advisory services of M.CAM and Dr. Martin. In
addition, the Investment Manager indicated a need to consider the management
team and possible changes to the composition of the Board of Directors. The
Issuer agreed to discuss these matters with its Board of Directors and is
prepared to work with the Investment Manager on exploring a new strategic plan
for the Issuer along the lines outlined by the Investment Manager. The parties
agreed to meet again in December to review possible nominees for the Board of
Directors and to discuss in detail ways to further monetize the patent
portfolio.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended and restated in its entirety as follows:
(a) As of September 30, 2006, there were 3,820,273 shares of Common Stock
issued and outstanding according to the Issuer's Form 10-Q filed on November 7,
2006. As of December 1, 2006, the Master Fund owns of record 341,436 shares of
Common Stock, which represents approximately 8.9% of the shares of Common Stock
currently issued and outstanding. The Investment Manager may be deemed to
beneficially own the shares of Common Stock owned of record by the Master Fund
because of its investment management contract with and equity interest in the
Master Fund. Messrs. Baker and Cariani may be deemed to beneficially own the
shares of Common Stock owned of record by the Master Fund because of their
equity interest in the Investment Manager.
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: December 1, 2006
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
K 23300 0001 726920