d837688_13d-a.htm



 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
__________________________
 
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 10)
 
 
 __________________________
 
 
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)
 
 
December 10, 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 §§ 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
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*
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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
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*
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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
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*
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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
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*
[_]
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14
TYPE OF REPORTING PERSON*
IN
 

 
 
 

This Amendment No. 10 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 and Amendment No. 9 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 and December 7, 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 amended by inserting the following paragraphs after the description of the Investment Manager’s letter of December 6, 2007:
 
On December 10, 2007, the Investment Manager received a letter from Mr. Strickland. That letter is reproduced below (salutation and signature omitted):
 
“I am writing in response to your letter to the Board of Directors of Ampex Corporation dated December 6, 2007.
 
Your letter purports to present an assessment of Ampex’s financial health based on a combination of inaccuracies and selected publicly-available data.  Your conclusions are not accurate.  I refer you to our Form 10-Q as of September 30, 2007 for a complete discussion of Ampex’s current financial position and need to restructure its outstanding indebtedness and future pension obligations.
 
Ampex’s Board is well aware of the fiduciary duties governing its stewardship of the interests of its senior noteholders, creditors and shareholders.  In fulfillment of those duties, together with its advisors, Ampex’s Board and management will continue to evaluate all potential alternatives for resolving its outstanding debt and pension obligations.
 
While we welcome input from shareholders and will continue to engage in a dialogue with all of our constituents, we do not intend to respond in writing to further correspondence from Value Vest.”
   


 
 
 

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 12, 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 837688