SCHEDULE
13D
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CUSIP
No. 032092-30-6
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ValueVest High Concentration
Master Fund, Ltd. (20-4574633)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
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8
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SHARED
VOTING POWER
524,336
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9
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SOLE
DISPOSITIVE POWER
0
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10
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SHARED
DISPOSITIVE POWER
524,336
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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14
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TYPE
OF REPORTING PERSON*
CO
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SCHEDULE
13D
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CUSIP
No. 032092-30-6
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ValueVest Management Company
II, LLC (47-0951956)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
n/a
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
0
|
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8
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SHARED
VOTING POWER
524,336
|
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9
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SOLE
DISPOSITIVE POWER
0
|
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10
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SHARED
DISPOSITIVE POWER
524,336
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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14
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TYPE
OF REPORTING PERSON*
OO
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SCHEDULE
13D
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CUSIP
No. 032092-30-6
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Mark B.
Bakar
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
n/a
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of
America
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
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SOLE
VOTING POWER
0
|
|
8
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SHARED
VOTING POWER
524,336
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
524,336
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
|
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14
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TYPE
OF REPORTING PERSON*
IN
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SCHEDULE
13D
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CUSIP
No. 032092-30-6
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
Cariani
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
n/a
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d)
or 2(e)
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6
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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
524,336
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
524,336
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
524,336
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
|
|
14
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TYPE
OF REPORTING PERSON*
IN
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This Amendment No. 12 amends and
supplements the Statement on Schedule 13D (“
Statement
”) filed by
the parties named below on November 13, 2006, and the Amendment No. 1, Amendment
No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6,
Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and
Amendment No. 11 thereto filed by the parties named below on November 16, 2006,
December 1, 2006, February 20, 2007, March 12, 2007, March 21, 2007, July 20,
2007, July 27, 2007, September 11, 2007, December 7, 2007, December 12, 2007 and
January 24, 2008 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 amended by inserting the
following paragraph after the description of the e-mail sent by the Investment
Manager to the non-executive directors of the Issuer on January 23,
2008:
On March 7, 2008, the Master Fund
delivered a letter to the Secretary of the Issuer. A copy of that
letter, excluding the schedules thereto, is attached hereto as Exhibit 5
and is incorporated herein by reference. In that letter the Master Fund
gave notice, as required by Article II, Section 3 of the bylaws of the Issuer,
that it proposes to nominate Messrs. Bakar and Cariani for election as directors
of the Issuer at the Issuer’s 2008 Annual Meeting of Stockholders.
Item 4 is further amended by inserting
the following paragraph in the place of the existing penultimate
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 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. The Reporting Persons may also
solicit proxies from other holders of the Issuer’s securities in connection with
the election of any person nominated (whether by a Reporting Person or
otherwise) 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.
Item
7. Material
to be Filed As Exhibits.
Item 7 is amended such that it reads as
follows:
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Exhibit
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Name
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1
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Joint
Filing Agreement, dated November 13, 2006
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2
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Name,
business address, present principal occupation and citizenship of each
executive officer of each Reporting Person that is a
corporation
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3
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Trading
history
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4
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Letter
agreement between the Master Fund and M.CAM, Inc., dated February 1,
2006
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5
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Letter
of the Master Fund to the Issuer, dated March 7, 2008, excluding the
schedules thereto
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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.
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Dated: March 11, 2008
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ValueVest
High Concentration Master Fund, Ltd.
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/s/
Mark B. Baker
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By: Mark
B. Baker
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Title: Director
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ValueVest
Management Company II, LLC
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/s/
David Cariani
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By:
David Cariani
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Title:
Managing Member
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/s/
Mark B. Baker
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Mark
B. Bakar
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/s/
David Cariani
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David
Cariani
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SK 23300 0002 862842
EXHIBIT
5
LETTER
OF MASTER FUND TO THE ISSUER,
DATED
MARCH
7, 2008
Value
Vest
March 7,
2008
BY
HAND
Ampex
Corporation
1228
Douglas Avenue
Redwood
City, California 94063
Attention:
Mr. Joel D. Talcott, Secretary
Dear Mr.
Talcott:
ValueVest High Concentration Master
Fund, Ltd. (“
ValueVest
”), for
itself and on behalf of ValueVest Management Company II, LLC and Messrs. Mark B.
Bakar and David Cariani (collectively, the “
ValueVest Parties
”),
is hereby providing notice, as required by Article II, Section 3 of the bylaws
(the “
Advance Notice
Bylaw Provision
”) of Ampex Corporation (the “
Company
”), that it
proposes to nominate Messrs. Mark B. Bakar and David Cariani (collectively, the
“
Nominees
”) for
election as directors of the Company at the Company’s 2008 Annual Meeting of
Stockholders (the “
Annual
Meeting
”).
As the largest shareholder of the
Company, ValueVest believes it is appropriate for it to be represented on the
board of directors of the Company (the “
Board
”) during this
important and difficult time for the Company. ValueVest also believes that the
Nominees are fully qualified to serve as directors of the Company and that the
vast majority of the Company’s other stockholders will support their election.
If the slate of directors nominated by the Board for election at the Annual
Meeting does not include the Nominees, the ValueVest Parties reserve their right
to solicit proxies from the stockholders of the Company for the election of the
Nominees in opposition to the Board’s slate.
The remainder of this letter, and the
Schedules attached hereto (which are incorporated herein), set forth the other
information that the Advance Notice Bylaw requires ValueVest to submit in
connection with this nomination notice (collectively, the “
Required
Information
”).
The Required Information with respect
to each Nominee is set forth in
Schedule A
to this
notice.
Schedule
B
to this notice sets forth a manually signed written consent of each
Nominee to being named in a proxy statement as a nominee for election as a
director of the Company and serving as a director of the Company if
elected.
The full name and record address of the
stockholder giving this notice is ValueVest High Concentration Master Fund,
Ltd., Queensgate House, 113 South Church Street, P.O. Box 1234, George Town,
Grand Cayman, Cayman Islands. The only other beneficial owners of the shares of
Class A common stock, par value $0.01 per share, (the “
Common Stock
”) of the
Company held of record by ValueVest are ValueVest Management Company II, LLC
(“
ValueVest
II
”), Mark B. Bakar and David Cariani and the address of each of these
beneficial owners is One Ferry Building, Suite 255, San Francisco, California
94111.
Page
2
As of the date of this notice,
ValueVest is the record holder and beneficial owner of 524,336 shares of the
Common Stock and such shares are also beneficially owned by each of ValueVest II
and Messrs. Bakar and Cariani. ValueVest hereby represents that it currently is
a holder of record of Class A common stock of the Company entitled to vote at
the Company’s Annual Meeting and intends to appear in person or by proxy at such
meeting to nominate the Nominees.
If there is any other information that
you may require, please do not hesitate to contact counsel for ValueVest, Duncan
McCurrach (telephone: (212) 558-4066) of Sullivan & Cromwell LLP, 125 Broad
Street, New York, New York 10004.
* * * *
Page
3
Thank you for your consideration of our
nomination proposals. We eagerly await your
response. Please sign and date a copy of this letter and return it to
us.
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Very
truly yours,
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ValueVest
High Concentration Master Fund, Ltd.
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By: Mark
B. Baker
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Title: Director
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With
the approval of:
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ValueVest
Management Company II, LLC
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By:
David Cariani
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Title:
Managing Member
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Mark
B. Bakar
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David
Cariani
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(Attachments)
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cc.
Duncan McCurrach,
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Sullivan
& Cromwell LLP
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Receipt
acknowledged:
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Signature
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Name
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_______________,
2008
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