S&C Draft of March 19, 2007
CONFIDENTIAL
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)
------------------------------
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)
March 19, 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. 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
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)
13.7%
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
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)
13.7%
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
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)
13.7%
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
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)
13.7%
14 TYPE OF REPORTING PERSON*
IN
This Amendment No. 5 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 and Amendment No. 4 thereto
filed by the parties named below on November 16, 2006, December 1, 2006,
February 20, 2007 and March 12, 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 3. Source and Amount of Funds or Other Consideration
The Master Fund purchased the shares of Common Stock covered by this
Statement through open market purchases made from October 6, 2005 through March
19, 2007. 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 row:
03/19/2007 Buy 182,900 17.37 3,186,118 524,336
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 March 20, 2007, the Master Fund owns of record 524,336 shares of
Common Stock, which represents approximately 13.7% 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. Bakar 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: March 20, 2007
ValueVest High Concentration Master Fund, Ltd.
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By: Mark B. Bakar
Title: Director
ValueVest Management Company II, LLC
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By: David Cariani
Title: Managing Member
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Mark B. Bakar
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David Cariani
SK 23300 0001 757518