Total Number of Pages = 22
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 8
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Ampex Corporation
(Name of Issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
032092108
(CUSIP Number)
Joel D. Talcott
c/o Ampex Corporation
500 Broadway
Redwood City, CA 94063
(415) 367-2011
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 31, 1996
(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 Rule 13d-1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this Statement: /_/
C/M: 11115.0000 254270.12
<PAGE>
SCHEDULE 13D
- ----------------------- --------------------------
CUSIP No. 032092108 Page 2 of 22 Pages
- ----------------------- --------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherborne Investments Corporation
51-0364504
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /_/ (b) /_/
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,500,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,500,000
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.3%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11115.0000 254270.12
<PAGE>
SCHEDULE 13D
- -------------------------------------- ----------------------------------
CUSIP No. 032092108 Page 3 of 22 Pages
- -------------------------------------- ----------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lanesborough Corporation
13-3389799
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11115.0000 254270.12
<PAGE>
SCHEDULE 13D
- -------------------------------------- ---------------------------------
CUSIP No. 032092108 Page 4 of 22 Pages
- -------------------------------------- ---------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherborne Holdings Incorporated
13-3513642
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCE DINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
703,566
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------
8 SHARED VOTING POWER
219,656
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
703,566
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
923,222
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11115.0000 254270.12
<PAGE>
SCHEDULE 13D
- ------------------------------------- --------------------------------
CUSIP No. 032092108 Page 5 of 22 Pages
- ------------------------------------- --------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Newhill Partners, L.P.
13-3389798
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
703,566
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------
8 SHARED VOTING POWER
219,656
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
703,566
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
923,222
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11115.0000 254270.12
<PAGE>
SCHEDULE 13D
- ------------------------------------- --------------------------------
CUSIP No. 032092108 Page 6 of 22 Pages
--------- -- ------
- ------------------------------------- --------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sherborne & Company Incorporated
22-2569328
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,195,545
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------
8 SHARED VOTING POWER
219,656
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,195,545
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,415,201
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11115.0000 254270.12
<PAGE>
SCHEDULE 13D
- ------------------------------------- ----------------------------
CUSIP No. 03209218 Page 7 of 22 Pages
- ------------------------------------- ----------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Craig L. McKibben
###-##-####
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 320,500
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------
8 SHARED VOTING POWER
219,656
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
540,156
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,704,415
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,244,571
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11115.0000 254270.12
<PAGE>
SCHEDULE 13D
- ------------------------------------- ---------------------------------
CUSIP No. 03209218 Page 8 of 22 Pages
- ------------------------------------- ---------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward J. Bramson
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_| (b) |_|
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|_|
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
5,107,955
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
--------------------------------------------------------
8 SHARED VOTING POWER
219,656
--------------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,107,955
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,704,415
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,032,026
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
C/M: 11115.0000 254270.12
<PAGE>
AMENDMENT NO. 8
TO
SCHEDULE 13D
This Amendment No. 8 amends and restates, as of the date of this
Amendment, the information contained in Schedule 13D, originally filed by
certain of the Filing Parties on July 31, 1992, as previously amended by
Amendment Nos. 1 through 7. The most recent amendment to this Schedule was filed
on or about March 13, 1995.
Item 1. Security and Issuer.
The class of equity securities to which this Statement relates is the
Class A Common Stock, par value $0.01 per share ("Class A Stock") of Ampex
Corporation, a Delaware corporation (the "Company"). The number of shares of
Class A Stock reported as beneficially owned by each Filing Party (as defined in
Item 2) includes all outstanding shares of Class A Stock owned directly or
indirectly by the Filing Party and all shares of Class A Stock which the Filing
Party has the right to acquire within 60 days pursuant to outstanding rights,
warrants, options or convertible securities. The Company's principal executive
office is located at 500 Broadway, Redwood City, California 94063.
Item 2. Identity and Background.
This Statement is being filed pursuant to Section 13(d)(1) of the
Securities Exchange Act of 1934 and Rule 13d-1 of the Rules and Regulations
thereunder by or on behalf of the following entities and individuals (the
"Filing Parties"), each of which has a business address at 65 East 55th Street,
New York, NY 10022:
1. Sherborne Investments Corporation, a Delaware
corporation ("SIC"), of which Edward J.
Bramson, one of the Filing Parties, is the
sole stockholder. SIC's principal business
is the ownership of Class A Stock of the
Company.
2. Lanesborough Corporation, a Delaware corporation
("Lanesborough"), formerly a wholly-owned subsidiary of SHI
(defined below). Lanesborough's principal business is the
ownership of Buffalo Color Corporation, a synthetic chemicals
manufacturer.
3. Sherborne Holdings Incorporated, a Delaware
corporation ("SHI"), which currently owns
approximately 44% of the voting stock of
Lanesborough. SHI's principal business is
Page 9 of 22 Pages
C/M: 11115.0000 254270.12
<PAGE>
the ownership of shares of Lanesborough and
of the Company.
4. Newhill Partners, L.P. ("NLP"), a Delaware
limited partnership, which owns all of the
outstanding stock of SHI. NLP's principal
business is to acquire, hold and dispose of
business entities, directly or through
subsidiaries and holding companies. The
General Partner of NLP is SCI (defined
below).
5. Sherborne & Company Incorporated, a Delaware
corporation ("SCI"), the General Partner of
NLP. SCI is owned by Edward J. Bramson, who
is its sole stockholder. SCI's principal
business is to act as General Partner of NLP.
6. Craig L. McKibben, Vice President, Treasurer,
Chief Financial Officer, and a director of
the Company. Mr. McKibben is also an officer
and director of each other corporation that
is a Filing Party herein (other than SIC) and
a limited partner of NLP.
7. Edward J. Bramson, Chairman of the Board,
President and Chief Executive Officer of the
Company. Mr. Bramson is also the chief
executive officer and a director of each
other corporation that is a Filing Party
herein (other than Lanesborough).
The name, business or residence address and present principal occupation
or employment of each executive officer and director (the "Executive Officers
and Directors") of each of the corporations listed above, and the name,
principal business and address of any corporation or other organization in which
such employment is conducted, are set forth in Schedule I hereto, which is
incorporated herein by reference.
None of the Filing Parties nor any of the Executive Officers and
Directors has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
None of the Filing Parties nor any of the Executive Officers and
Directors has, during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Page 10 of 22 Pages
C/M: 11115.0000 254270.12
<PAGE>
Each of the individuals listed in this Item 2 or Schedule I hereto is a
citizen of the United States of America, except for Mr. Bramson, who is a
citizen of the United Kingdom.
Item 3. Source and Amount of Funds or Other Consideration.
Since the filing of Amendment No. 7 to Schedule 13D, the Filing Parties
have entered into the following transactions in the Company's Class A Stock:
(a) On or about March 24, 1995, SHI acquired an aggregate of 122,623
shares of Class A Stock from Lanesborough and its subsidiaries in cancellation
of indebtedness owed by Lanesborough to SHI ($183,934). As a result of this
transaction, neither Lanesborough nor any of its subsidiaries owns any shares of
Class A Stock.
(b) On November 28, 1995, Mr. McKibben acquired 12,500 shares of Class A
Stock at a price of $3.16 per share and on May 8, 1996 he acquired 10,000 shares
of Class A Stock at an average price of $9.125 per share, in each case in open
market brokerage transactions, using funds loaned to Mr. McKibben by SHI.
(c) On January 5, 1996, Mr. Bramson transferred 150,000 shares of Class
A Stock to an individual who is not a Filing Party at a price of $1.375 per
share upon exercise of an option granted by Mr. Bramson on March 6, 1995.
(d) On March 29, 1996, SCI converted certain outstanding 8% Zero Coupon
Convertible Notes of the Company held by SCI into 6540 shares of Class A Stock.
No additional consideration was paid to acquire such shares.
Item 4. Purposes of the Transactions.
SHI and SCI acquired the shares reported in Items 3(a) and 3(c) for
investment purposes. Mr. McKibben acquired the shares referred to in Item 3(b)
in order to increase his equity ownership in the Company. Mr. Bramson
transferred the shares referred to in Item 3(c) upon exercise of the option
referred to in such Item.
(a) One or more of the Filing Parties may from time to time in the
future acquire additional shares of Common Stock, or dispose of shares of Common
Stock owned by them, in open market or privately negotiated transactions,
depending upon market conditions or other factors.
(b) As set forth in Item 5(a)(vii), Mr. Bramson, who is chairman and
Chief Executive Officer of the Company, and the controlling stockholder of each
of the other corporations that is a Filing Party (other than Lanesborough), is
deemed to hold beneficial ownership of approximately 18.2% of the outstanding
Class A Stock. Accordingly, Mr. Bramson may be in a position to exercise a
significant influence on the management and affairs of the Company.
Page 11 of 22 Pages
C/M: 11115.0000 254270.12
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on May 31, 1996:
(i) SIC owned 1,500,000 shares of Class A Stock of the Company,
representing approximately 3.3% of the outstanding shares of Class A Stock of
the Company.
(ii) Lanesborough owned no shares of Class A Stock
directly or indirectly.
(iii) SHI owned directly or through a wholly-owned subsidiary
703,566 shares of Class A Stock. In addition, SHI holds the right to vote
219,656 shares of Class A Stock as holder of a voting proxy with respect to such
shares granted by Mr. McKibben. See Item 5(a)(vi) below. Accordingly, SHI is
deemed to be the beneficial owner of an aggregate of 923,222 shares of Class A
Stock, representing approximately 2.1% the outstanding Class A Stock of the
Company.
(iv) NLP owned all the outstanding shares of SHI, and is deemed
to be the beneficial owner of all shares beneficially owned by SHI. Accordingly,
NLP is deemed to be the beneficial owner of an aggregate of 923,222 shares,
representing approximately 2.1%, of the outstanding Class A Stock of the
Company.
(v) SCI owned directly 491,979 shares of Class A Stock, and SCI
is deemed to be the beneficial owner of all shares beneficially owned by NLP, as
SCI is the general partner of NLP, the sole stockholder of SHI. Accordingly, SCI
is deemed to be the beneficial owner of an aggregate of 1,415,201 shares,
representing approximately 3.1% of the outstanding Class A Stock of the Company.
(vi) Mr. McKibben owned directly 219,656 shares of Class A Stock,
held vested options to acquire 208,000 shares of Class A Stock under the
Company's 1992 Stock Incentive Plan, and held options to acquire 150,000 shares
of Class A Stock granted to him by SHI, of which 112,500 options had vested as
of the date of this Amendment. (Mr. McKibben has granted a proxy to SHI to vote
all shares of Class A Stock owned by him on any matter submitted to stockholders
of the Company in 1996. If he acquires any shares upon exercise of outstanding
stock options or otherwise during 1996, such shares would be subject to such
proxy.) In addition, Mr. McKibben serves as co-administrator of the Ampex
Retirement Master Trust (the "Ampex Trust") and the Buffalo Color Master Trust
(the "Buffalo Color Trust"), which hold 2,407,480 and 296,935 shares of Class A
Stock, respectively, as to which Mr. McKibben may be deemed to share investment
power. Accordingly, Mr. McKibben is deemed to be the beneficial owner of
3,244,571 shares of Class A Stock, representing approximately 7.2% of the Class
A Stock of the Company.
Page 12 of 22 Pages
C/M: 11115.0000 254270.12
<PAGE>
(vii) Mr. Bramson owned directly and through SIC 3,909,910 shares
of Class A Stock, and held vested options to acquire an aggregate of 2,500
shares of Class A Stock under the Company's 1992 Stock Incentive Plan. Mr.
Bramson owns all the shares of SCI and indirectly controls NLP and SHI, and is
deemed beneficially to own all of the shares of Class A Stock owned by such
entities. In addition, Mr. Bramson serves as co-administrator of the Ampex Trust
and the Buffalo Color Trust, which hold 2,407,480 and 296,935 shares of Class A
Stock, as to which Mr. Bramson may be deemed to share investment power.
Accordingly, Mr. Bramson is deemed to be the beneficial owner of an aggregate of
8,032,026 shares, representing approximately 17.9% of the outstanding Class A
Stock of the Company.
(viii) The Filing Parties together may comprise a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, and as a
group beneficially own all of the shares owned by each of the Filing Parties,
representing an aggregate of 8,240,020 shares, or approximately 18.3%, of the
outstanding Class A Stock of the Company.
(b) Each of the Filing Parties is deemed to have sole voting and
investment power with respect to all shares of Class A Stock of the Company
beneficially owned by such Filing Party except that Mr. Bramson and Mr. McKibben
may be deemed to share investment power with respect to 2,704,415 shares of
Class A Stock owned by the Ampex and Buffalo Color Trusts referred to in
paragraph 3(a) above (as to which Messrs. Bramson and McKibben have expressly
disclaimed any beneficial or pecuniary ownership interest), and SHI (and each
other Filing Party that is deemed beneficially to own shares beneficially owned
by SHI) shares voting power with respect to a total of 219,656 shares of Class A
Stock owned by Mr. McKibben. Except as described in the preceding sentence or in
Item 6 below, and except for the affiliation of the Filing Parties with each
other, there are no contracts, agreements, arrangements or understandings
providing for shared voting or investment power with respect to the shares of
Class A Stock of the Company being reported hereby.
(c) Except as disclosed in Item 3 hereof, none of the Filing Parties has
effected any transactions in shares of Class A Stock since the filing of the
most recent amendment to this statement on or about March 13, 1995.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Class A Stock beneficially owned by the Filing Parties.
(e) Lanesborough ceased to be a reporting person on or about March 24,
1995 and will no longer be a Filing Party hereunder.
(f) The filing of this statement shall not be construed as an admission
by any Filing Party that it is, for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934 or
Page 13 of 22 Pages
C/M: 11115.0000 254270.12
<PAGE>
for any other purpose, the beneficial owner of any securities covered by this
statement.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer.
Mr. Craig L. McKibben, who is an officer and director of the Company,
has executed a proxy granting SHI the right to vote all shares of Class A Stock
owned by Mr. McKibben on any matter presented for a vote or consent of
shareholders of the Company in 1996. The Company has entered into various
registration rights agreements with certain holders of its outstanding
securities granting such holders demand and piggy-back rights to register such
securities under the Securities Act of 1933.
Item 7. Material Filed as Exhibits.*
The Exhibits filed with this Amendment are listed in
the Exhibit Index which appears elsewhere herein and is
incorporated herein by reference.
- --------
* The Filing Parties have previously filed Exhibits to the
original Schedule 13D and amendments thereto which are
listed in such filings.
Page 14 of 22 Pages
C/M: 11115.0000 254270.12
<PAGE>
After reasonable inquiry and to the best of its knowledge, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: May 31, 1996
SHERBORNE INVESTMENTS CORPORATION
By: /s/ Edward J. Bramson
Name: Edward J. Bramson
Title: President
LANESBOROUGH CORPORATION
By: /s/ Craig L. McKibben
Name: Craig L. McKibben
Title: President
SHERBORNE HOLDINGS INCORPORATED
By: /s/ Craig L. McKibben
Name: Craig L. McKibben
Title: Vice President
NEWHILL PARTNERS, L.P., by its
general partner, Sherborne &
Company Incorporated
By: /s/ Edward J. Bramson
Name: Edward J. Bramson
Title: President
SHERBORNE & COMPANY INCORPORATED
By: /s/ Craig L. McKibben
Name: Craig L. McKibben
Title: Vice President
/s/ Craig L. McKibben
Craig L. McKibben
/s/ Edward J. Bramson
Edward J. Bramson
Page 15 of 22 Pages
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SCHEDULE I
INFORMATION WITH RESPECT TO DIRECTORS
AND EXECUTIVE OFFICERS
I. DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name and present principal
occupation or employment of each of the current directors and executive officers
of each of the Filing Persons which is a corporation including the General
Partner of Newhill Partners, L.P. ("NLP").
PRESENT PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Edward J. Bramson Mr. Bramson is chief executive
officer and a director of SIC, SHI,
SCI and the Company. He is the
controlling stockholder of SCI, the
General Partner of NLP. Mr.
Bramson is also a director of
Buffalo Color Corporation ("BCC"),
a subsidiary of Lanesborough. He
has been principally engaged in the
management of SCI and its
affiliates since 1987. Mr.
Bramson's principal business
address is at 65 East 55th Street,
New York, NY 10022.
Craig L. McKibben Mr. McKibben is a President and a
director of Lanesborough, an
officer and director of SHI, SCI
and the Company and a Vice
President of BCC. Mr. McKibben is
also a director and the chief
executive officer of NH Holding
Incorporated, the Company's former
parent. He has been principally
engaged in the management of SHI
and its affiliates since 1989. Mr.
McKibben's principal business
address is at 65 East 55th Street,
New York, NY 10022.
Peter Slusser Mr. Slusser is a director of SHI,
SCI, BCC and the Company. Since
July 1988, Mr. Slusser has been the
President and Chief Executive
Officer of Slusser Associates, a
private investment banking company,
and the President and Chief
Executive Officer of GBH
Investments, Inc., a private
investment company. Mr. Slusser's
principal business address is at
153 East 53rd Street, New York, NY
10022.
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EXHIBIT INDEX
Exhibit A - Promissory Note, dated December 1, 1995,
from Craig L. McKibben to Sherborne
Holdings Incorporated in the amount of
$39,500.
Exhibit B - Promissory Note, dated May 9, 1996, from
Craig L. McKibben to Sherborne Holdings
Incorporated in the amount of $90,500.
Exhibit C - Proxy, dated March 25, 1996, executed by
Craig L. McKibben in favor of Sherborne
Holdings Incorporated.
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EXHIBIT A
PROMISSORY NOTE
$39,500 December 1, 1995
New York, New York
FOR VALUE RECEIVED, THE UNDERSIGNED, (the "Borrower") HEREBY
PROMISES TO PAY to the order of SHERBORNE HOLDINGS INCORPORATED, a Delaware
corporation ("Payee"), on December 1, 1998, the principal sum of THIRTY NINE
THOUSAND FIVE HUNDRED DOLLARS ($39,500), with interest at the rate of 5.76% per
annum, payable annually on each December 1 during the term of this Note,
commencing December 1, 1996.
The occurrence of any one of the following shall constitute an
Event of Default hereunder:
(a) The Borrower shall fail to pay any amount due hereunder
within three (3) days of notice of non-payment from the holder of the Note;
(b) The Borrower shall default in the performance of any term
of this Note; or
(c) The Borrower shall (i) be adjudicated a bankrupt or
insolvent, or file a voluntary petition in bankruptcy, or (ii) any involuntary
petition in bankruptcy shall be filed against the Borrower which shall not have
been discharged within 60 days.
Upon the occurrence of an Event of Default, and at any time
thereafter while such Event of Default is continuing, all or any part of the
unpaid balance of this Note shall immediately and without any notice become due
and payable, whereupon such unpaid balance or part thereof shall become due and
payable without presentation, protest or further demand or notice of any kind,
all of which are hereby expressly waived, and the holder of this Note may
proceed to enforce payment of such balance or part thereof in such manner as he
may elect.
This Note may be prepaid in whole or in part at any time at 100%
of the principal amount so prepaid plus interest accrued thereon to the date of
prepayment.
The Borrower hereby agrees to pay on demand reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees, incurred or
paid by the holder of this Note in enforcing this Note upon the occurrence of an
Event of Default.
No delay or omission on the part of the holder of this Note in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note, and a waiver, delay or omission on any one occasion
shall not be construed as a bar to or waiver of any such right on any future
occasion.
All notices hereunder shall be deemed to have been given when
delivered in person or, if mailed, when actually received by the party to whom
addressed. Such actual receipt shall be conclusively presumed if such notice
shall be mailed by registered or certified mail, addressed to any party at its
address set forth below or at any other address notified in writing to the other
parties hereto, if the sender shall have received back a return receipt.
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To the Borrower: Craig L. McKibben
65 East 55th Street
New York, NY 10022
To the Payee: Sherborne Holdings Incorporated
65 East 55th Street
New York, NY 10022
Attention: Chief Financial Officer
This Note shall be governed by and construed in accordance with
the laws of the State of New York.
/s/ Craig L. McKibben
Craig L. McKibben
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EXHIBIT B
PROMISSORY NOTE
$90,500 May 9, 1996
New York, New York
FOR VALUE RECEIVED, THE UNDERSIGNED, (the "Borrower") HEREBY
PROMISES TO PAY to the order of SHERBORNE HOLDINGS INCORPORATED, a Delaware
corporation ("Payee"), on May 15, 1999, the principal sum of NINETY THOUSAND
FIVE HUNDRED DOLLARS ($90,500), with interest at the rate of 5.76% per annum,
payable annually on each May 15 during the term of this Note, commencing May 15,
1997.
The occurrence of any one of the following shall constitute an
Event of Default hereunder:
(a) The Borrower shall fail to pay any amount due hereunder
within three (3) days of notice of non-payment from the holder of the Note;
(b) The Borrower shall default in the performance of any term
of this Note; or
(c) The Borrower shall (i) be adjudicated a bankrupt or
insolvent, or file a voluntary petition in bankruptcy, or (ii) any involuntary
petition in bankruptcy shall be filed against the Borrower which shall not have
been discharged within 60 days.
Upon the occurrence of an Event of Default, and at any time
thereafter while such Event of Default is continuing, all or any part of the
unpaid balance of this Note shall immediately and without any notice become due
and payable, whereupon such unpaid balance or part thereof shall become due and
payable without presentation, protest or further demand or notice of any kind,
all of which are hereby expressly waived, and the holder of this Note may
proceed to enforce payment of such balance or part thereof in such manner as he
may elect.
This Note may be prepaid in whole or in part at any time at 100%
of the principal amount so prepaid plus interest accrued thereon to the date of
prepayment.
The Borrower hereby agrees to pay on demand reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees, incurred or
paid by the holder of this Note in enforcing this Note upon the occurrence of an
Event of Default.
No delay or omission on the part of the holder of this Note in
exercising any right hereunder shall operate as a waiver of such right or of any
other right under this Note, and a waiver, delay or omission on any one occasion
shall not be construed as a bar to or waiver of any such right on any future
occasion.
All notices hereunder shall be deemed to have been given when
delivered in person or, if mailed, when actually received by the party to whom
addressed. Such actual receipt shall be conclusively presumed if such notice
shall be mailed by registered or certified mail, addressed to any party at its
address set forth below or at any other address notified in writing to the other
parties hereto, if the sender shall have received back a return receipt.
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To the Borrower: Craig L. McKibben
65 East 55th Street
New York, NY 10022
To the Payee: Sherborne Holdings Incorporated
65 East 55th Street
New York, NY 10022
Attention: Chief Financial Officer
This Note shall be governed by and construed in accordance with
the laws of the State of New York.
/s/ Craig L. McKibben
Craig L. McKibben
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EXHIBIT C
1996 IRREVOCABLE PROXY
The undersigned, as a holder of shares of Common Stock, $0.01 par
value per share ("Common Stock") of Ampex Corporation, a Delaware corporation
(the "Corporation"), hereby appoints Sherborne Holdings Incorporated, a Delaware
corporation, acting through any of its duly authorized officers, with full power
of substitution, to vote all shares of Common Stock now held or hereafter
acquired in 1996 by the undersigned, on any matter submitted to vote or consent
of stockholders of the Corporation held in 1996.
This proxy shall be irrevocable, shall be deemed coupled with an
interest, and shall be binding upon the undersigned's heirs, successors and
assigns, except that this proxy shall lapse and be of no effect with respect to
any shares of Common Stock sold by the undersigned to an unaffiliated third
party. The proxy holder shall have no pecuniary interest in the shares covered
by this proxy.
Dated: March 25, 1996
/s/ Craig L. McKibben
Craig L. McKibben
Acknowledged:
SHERBORNE HOLDINGS INCORPORATED
By: /s/ Edward J. Bramson
Edward J. Bramson1
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