SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
One Ferry Building, Suite 255, Sullivan & Cromwell LLP
San Francisco, California 94111 125 Broad Street,
(415) 677-5850 New York, New York 10004
(212) 558-4066
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 14, 2006
(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.
*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
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
CO
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
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
OO
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
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
IN
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
317,768
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
317,768
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
317,768
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.3%
14 TYPE OF REPORTING PERSON*
IN
This Amendment No. 1 amends and supplements the Statement on Schedule
13D ("Statement") filed by the parties named below on November 13, 2006 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.
Item 4. Purpose of Transaction.
Item 4 is hereby amended by deleting the ninth paragraph thereto and
inserting the following paragraphs as the ninth and tenth paragraphs:
On November 14, 2006, the Investment Manager received by facsimile a
letter dated November 6, 2006 from the chairman and chief executive officer of
the Issuer. The letter confirmed that the Investment Manager's letters of
September 13 and 21, 2006 had been discussed by the Issuer's board of directors
at their meeting in early November and that the Issuer's board of directors had
concluded after that discussion that it would not be in the best interest of the
Issuer or its shareholders to offer the Issuer's Data Systems business for sale
at this time.
On November 15, 2006 the Investment Manager contacted the Issuer's
chief financial officer by telephone and once again offered to meet with
representatives of the Issuer to discuss the ways in which the Investment
Manager might be able to help increase shareholder value and the commercial
utilization of the Issuer's intellectual property assets. The chief financial
officer agreed to meet with Messrs. Bakar and Cariani at the Issuer's offices in
New York in the next week.
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: November 16, 2006
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
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Mark B. Bakar
/s/ David Cariani
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David Cariani
SK 23300 0001 722410