SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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Ampex Corporation
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
032092-30-6
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(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)
March 8, 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.
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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).
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
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
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
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. 4 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 and Amendment No. 3 thereto filed by the
parties named below on November 16, 2006, December 1, 2006 and February 20, 2007
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
fourteenth paragraph:
On February 9, 2007, the Investment Manager introduced Dr. Alain C.
Briancon to Mr. McKibben of the Issuer as a possible appointee to the Board of
Directors. On March 8, 2007, the Issuer announced that Dr. Briancon had been
appointed to the Board of Directors.
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: March 12, 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 755399