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
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(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.
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Item
4.
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Purpose
of Transaction.
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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.”
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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: December
12, 2007
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ValueVest
High Concentration Master Fund, Ltd.
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/s/
Mark B. Bakar
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By: Mark
B. Bakar
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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. Bakar
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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 0001 837688
