SCHEDULE
13D
|
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
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ValueVest
High 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
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*
OO
|
SCHEDULE
13D
|
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
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*
IN
|
SCHEDULE
13D
|
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
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*
IN
|
This
Amendment No. 9 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 and Amendment No. 8 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 and September 11, 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 paragraph ending “… adopt and implement licensing
strategies identified and recommended by M▪CAM.”:
On
November 26, 2007, Mr. Bakar of the
Investment Manager emailed Mr. Strickland of the Issuer. That e-mail
is reproduced below (salutation and signature omitted):
“Given
the current liquidity issues
facing Ampex, the fiduciary duties of Ampex's directors and officers to
ValueVest and Ampex's other shareholders require them to explore all reasonable
ways in which Ampex could monetize its primary assets (e.g., securitizing
license revenues, sale of all or part of the ADS business, etc.) This
process needs to be completed before the directors and officers could even
consider any restructuring transaction with Hillside that would dilute Ampex's
existing shareholders. Based on preliminary discussions with Don
Davis, we understand it may be possible to raise enough capital through a
securitization of existing licensing revenues to permit Ampex to fulfill its
obligations to Hillside and give Ampex enough time to pursue further
monetizations of its IP portfolio and the sale of the ADS business.
Please
send a copy of this email to the
other directors. We trust that the directors and management
understand that their fiduciary duties run to the shareholders, and not the
creditors, of Ampex and that they will vigorously pursue all available options
to preserve and maximize shareholder value. We are available to
discuss this email or any of the issues discussed herein.”
On
November 28, 2007, Mr. Strickland
responded to the latter e-mail, confirming that the Ampex Board understood
its
fiduciary obligations and was continuing to seek advice on the matter from
outside counsel.
On
December 6, 2007, the Investment
Manager sent a letter to the Board of Directors. That letter is reproduced
below
(salutation and signature omitted):
“We
refer to our letter to you dated
September 11, 2007, our email to Gordon Strickland dated November 26, 2007
and
his response to that email, copies of each of which are attached for your
convenience. We understand that management of Ampex Corporation (the “Company”)
and Hillside Capital Incorporated (“Hillside”) are continuing to discuss the
possible restructuring of the Company’s debt to Hillside.
While
we continue to support a
reasonable restructuring that would afford the Company sufficient time to
generate additional value by improving its operations and increasing the
commercial utilization of its intellectual property assets, for the reasons
described below we believe that any restructuring which would dilute the equity
interest of the Company's shareholders would be a breach of your fiduciary
duties to us and your other shareholders.
We
agree with, and support, the
Company's publicly stated positions that:
• Hillside
does not currently have any right to accelerate the repayment of the Hillside
debt by the Company, and
• The
Company will vigorously fight any attempt by Hillside to cause any such
acceleration.
We
understand from our discussions with
the Company's management that:
• The
total outstanding principal amount of the Hillside debt is about $45
million,
• Once
the current standstill with Hillside ends, the total principal and interest
that
will be due and payable by the Company to Hillside will be about $3
million,
• The
total principal and interest that will be due and payable by the Company on
the
Hillside debt will be about $6.8 million in 2008, and
• The
total principal and interest that will be due and payable by the Company on
the
Hillside debt will be about $4.4 million in 2009.
We
have been told:
• by
the Company's chief executive officer that the Company should be able to sell
its data systems business for between $30 to $40 million, and
• by
consultants that the Company could raise up to $40 million by securitizing
its
already existing licenses of its intellectual property.
So,
the Company will owe Hillside a
total of about $14.2 million over the next two years and has the current ability
to raise $70 to $80 million in commercially sensible transactions that could
be
consummated in no more than a few months. This arithmetic completely ignores
the
substantial value that we continue to believe the Company can and should
generate through additional licenses and other monetizations of its intellectual
property assets.
In
short, the Company has ample
resources through which it can raise sufficient funds to repay the Hillside
debt
and meet its other obligations as and when they become due without compromising
its as yet untapped potential to generate shareholder value by monetizing its
intellectual property assets beyond its existing licenses. In these
circumstances, it would be a breach of your fiduciary duties to permit the
Company to pursue any restructuring of the Hillside debt that would dilute
the
equity interest of the Company's shareholders, especially in light of the
artificially low current stock price caused by Hillside's unfounded allegation
that it has the right to accelerate its debt.
We
intend to use all available legal
avenues and remedies to prevent any dilutive restructuring of the Hillside
debt
and are confident that we will have the support of your other shareholders
in
that endeavor. In the meantime, we remain ready, willing and able to continue
to
assist the Company in increasing the commercial utilization of its intellectual
property portfolio for the benefit of all of the Company's
shareholders.”
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
7, 2007
|
|
ValueVest
High Concentration Master Fund, Ltd.
|
|
|
|
|
|
|
|
/s/
Mark B. Bakar
|
|
|
|
|
By: Mark
B. Bakar
|
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
|
|
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|
|
ValueVest
Management Company II, LLC
|
|
|
|
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|
|
|
|
/s/
David Cariani
|
|
|
|
|
By: David
Cariani
|
|
|
|
|
Title: Managing
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Mark B. Bakar
|
|
|
|
|
Mark
B. Bakar
|
|
|
|
|
|
|
|
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|
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|
|
|
|
/s/
David Cariani
|
|
|
|
|
David
Cariani
|
|
SK
23300 0001 836813
