SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Reg. 240.14a-11(c) or Reg. 240.14a-12
AMPEX CORPORATION
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
438774.6
<PAGE>
AMPEX Corporation
Ampex Corporation
500 Broadway
Redwood City, California 94063
April 9, 1997
To Our Stockholders:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders of
Ampex Corporation, to be held at the Westin St. Francis Hotel, 335 Powell
Street, San Francisco, California on Friday, May 16, 1997 at 9:00 a.m.
The matters expected to be acted upon at the meeting are described in detail in
the accompanying Notice of 1997 Annual Meeting of Stockholders and Proxy
Statement. A proxy, as well as a copy of the Company's 1996 Annual Report, are
included along with the Proxy Statement. These materials are being sent to
stockholders on or around April 9, 1997.
It is important that your shares be represented at the Annual Meeting, whether
or not you plan to attend. Accordingly, please take a moment now to complete,
sign, date and mail the enclosed proxy.
We look forward to seeing you at the meeting.
Sincerely,
Edward J. Bramson
Chairman
438774.6
<PAGE>
AMPEX CORPORATION
500 Broadway
Redwood City, California 94063
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders of
Ampex Corporation (the "Company") will be held at the Westin St. Francis Hotel,
335 Powell Street, San Francisco, California on Friday, May 16, 1997 at 9:00
a.m. for the following purposes:
1. To elect two Class III directors to serve until the 2000
Annual Meeting of Stockholders and until a successor has been
elected and qualified or until earlier resignation, removal
for cause or death. The Board of Directors has nominated Craig
L. McKibben and Peter Slusser for election as Class III
directors.
2. To vote on a proposal to ratify the selection of Coopers &
Lybrand L.L.P. as independent public accountants for the
Company for the current fiscal year.
3. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on March 25, 1997
are entitled to notice of and to vote at the meeting and any adjournment
thereof.
By Order of the Board of Directors
Edward J. Bramson
Chairman
Redwood City, California
April 9, 1997
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
438774.6
<PAGE>
AMPEX CORPORATION
PROXY STATEMENT
April 9, 1997
The accompanying proxy is solicited on behalf of the Board of Directors
of Ampex Corporation, a Delaware corporation (the "Company"), for use at the
1997 Annual Meeting of Stockholders of the Company to be held at the Westin St.
Francis Hotel, 335 Powell Street, San Francisco, California, on Friday, May 16,
1997 at 9:00 a.m. (the "1997 Annual Meeting" or the "Meeting"). Only holders of
record of the Company's Class A Common Stock, $0.01 par value per share (the
"Class A Stock") at the close of business on March 25, 1997 will be entitled to
vote. At the close of business on that date, the Company had 45,523,597 shares
of Class A Stock outstanding and entitled to vote. A majority of the outstanding
Class A Stock (22,761,799 shares) will constitute a quorum for the transaction
of business. This Proxy Statement and the accompanying proxy were first mailed
to stockholders on or about April 9, 1997. An Annual Report containing all
information specified by Rule 14a-3 of the rules of the Securities and Exchange
Commission (the "SEC") was mailed to each stockholder concurrently with a copy
of this Proxy Statement.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Voting Rights...................................................................................................... 1
Solicitation and Revocability of Proxies........................................................................... 1
Company Background................................................................................................. 2
Proposal No. 1 - Election of Class III Directors................................................................... 2
Proposal No. 2 - Ratification of Selection of Coopers & Lybrand L.L.P. as Independent Public
Accountants for the Current Fiscal Year................................................................... 5
Security Ownership of Certain Beneficial Owners and Management..................................................... 6
Compensation of Executive Officers................................................................................. 10
Report of the Compensation Committee on Executive Compensation..................................................... 15
Company Performance Graph.......................................................................................... 18
Certain Relationships and Related Transactions..................................................................... 19
Stockholder Proposals for 1998 Annual Meeting...................................................................... 19
Other Business..................................................................................................... 19
</TABLE>
ENCLOSURE: Ampex Corporation 1996 Annual Report
VOTING RIGHTS
Holders of Class A Stock are entitled to one vote for each share held
as of March 25, 1997 (the "Record Date"). Shares of Class A Stock may not be
voted cumulatively for the election of directors. If the enclosed proxy is
properly signed and returned, the shares represented thereby will be voted. If
the stockholder specifies in the proxy how the shares are to be voted, they will
be voted as specified. If the stockholder does not specify how the shares are to
be voted, they will be voted for the Company's nominees for election to the
Board of Directors, and in favor of each of the other items set forth in the
accompanying Notice of Meeting. The Company's transfer agent will tabulate all
votes cast. Abstentions and broker non-votes will be counted for determining
whether a quorum exists, but not for determining whether a proposal is approved.
The effect of an abstention or broker non-vote will be the same as a vote
against adoption of a proposal.
SOLICITATION AND REVOCABILITY OF PROXIES
Proxies in the enclosed form are being solicited by the Company, and
the expenses of soliciting such proxies will be paid by the Company. Following
the original mailing of the proxies and other soliciting materials, the Company
and/or its agents may also solicit proxies by mail, telephone, telegraph,
facsimile or in person. The Company does not currently expect that it will
retain a proxy solicitation firm. Following the original mailing of
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438774.6
<PAGE>
the proxies and other soliciting materials, the Company will request brokers,
custodians, nominees and other record holders of the Company's Class A Stock to
forward copies of the proxy and other soliciting materials to persons for whom
they hold shares of Class A Stock and to request authority for the exercise of
proxies. In such cases, the Company, upon the request of the record holders,
will reimburse such holders for their reasonable expenses.
Any person signing a proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to the 1997 Annual Meeting, or at the
Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by: (i)
a notice in writing delivered to the Company stating that the proxy is revoked;
(ii) a subsequent proxy executed by the person executing the prior proxy and
presented at the Meeting; or (iii) attendance at the Meeting and voting in
person.
COMPANY BACKGROUND
Ampex Corporation is engaged in the design, development, production and
distribution of high-speed, high-capacity magnetic recording products and
systems. The Company is one of the world's leading innovators in the fields of
magnetic recording, digital image processing and high-performance digital
storage for the visual information age. The Company's principal products are
mass data storage products, instrumentation recorders and professional video
recording products. The Company is also actively seeking to commercialize its
keepered media technology which is designed to increase the storage capacity of
computer hard disk drives at nominal incremental cost. References to "Ampex" or
the "Company" include subsidiaries and predecessors of Ampex Corporation, unless
the context indicates otherwise.
PROPOSAL NO. 1
ELECTION OF CLASS III DIRECTORS
Background
The number of directors comprising the Company's full Board of
Directors is five, divided into three classes, designated Class I, Class II and
Class III. The Class I directors (Edward J. Bramson and William A. Stoltzfus,
Jr.) were elected at the 1995 Annual Meeting of Stockholders for three-year
terms that will expire at the 1998 Annual Meeting of Stockholders. The Class II
director (Douglas T. McClure, Jr.) was elected at the 1996 Annual Meeting of
Stockholders for a three-year term that will expire at the 1999 Annual Meeting.
The Class III directors (Craig L. McKibben and Peter Slusser) were elected at
the 1995 Annual Meeting for terms that will expire at the 1997 Annual Meeting.
Class III directors elected at the 1997 Annual Meeting will serve for three-year
terms. A director may not be removed from office before the expiration of his or
her elected term except for cause, and only with the approval of the holders of
at least 80% of the Company's voting stock.
The Company's two current Class III directors, Mr. McKibben and Mr.
Slusser, have been nominated by the Board for reelection as the Class III
directors. Following the 1997 Annual Meeting, the Company will have two Class I
directors, one Class II director and two Class III directors, constituting the
full Board.
Election of Class III Directors
At the 1997 Annual Meeting, stockholders will elect two Class III
directors who will hold office until the 2000 Annual Meeting of Stockholders and
until their respective successors have been elected and qualified or until their
earlier resignation, removal for cause or death. The directors will be elected
by a plurality vote of the holders of Class A Stock represented and voting at
the Meeting. Shares represented by the accompanying proxy will be voted for the
election of the nominees recommended by the Company's management, unless the
proxy is marked in such a manner as to withhold authority to so vote. If a
nominee for any reason is unable to serve or for good cause will not serve, the
proxies may be voted for such substitute nominee as the proxy holder may
determine. The Company is not aware that its nominees will be unable to, or for
good cause will not, serve as directors.
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<PAGE>
Directors/Nominees
Certain information concerning the Company's incumbent directors, as
well as the nominees for election as Class III directors, is set forth below.
<TABLE>
<CAPTION>
Name of Director Age Principal Occupation Director Since
Class I Directors:
<S> <C> <C> <C>
Edward J. Bramson(1)(2)(3) 46 Director, Chairman of the Board and Chief 1992
Executive Officer of the Company
William A. Stoltzfus, Jr.(2)(3)(4) 72 Retired Vice President, Chemical Bank 1992
Class II Director:
Douglas T. McClure(2)(3)(4) 44 Managing Director, The Private Merchant 1995
Banking Company
Class III Directors/Nominees:
Craig L. McKibben(1) 46 Director, Vice President, Chief Financial 1992
Officer and Treasurer of the Company
Peter Slusser(2)(3)(4) 67 President and Chief Executive Officer, 1992
Slusser Associates, Inc.
</TABLE>
- ----------------------------
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
(4) Member of Stock Incentive Plan Committee
Class I Directors
Edward J. Bramson is Chairman of the Board and Chief Executive Officer
of the Company. He has been an officer and director of the Company since 1987,
and since January 1991 has been Chief Executive Officer of the Company. He is
also Chairman and Chief Executive Officer of Sherborne Holdings Incorporated and
Sherborne & Company Incorporated, and is a limited partner of Newhill Partners,
L.P. These entities, which are private investment holding companies, may be
deemed to be affiliates of the Company. Mr. Bramson is also a director of
Hillside Capital Incorporated, a private industrial holding company with which
he has been associated since 1976. From 1987 until December 1994, Mr. Bramson
was a director and executive officer of NH Holding Incorporated ("NHI"), the
Company's former parent. See "Relationship With NH Holding Incorporated," below.
William A. Stoltzfus, Jr. has been a director of the Company since
September 1992. Mr. Stoltzfus was a Vice President of Chemical Bank from 1984
through his retirement in 1992, where he was responsible for marketing the
bank's products in the Middle East. From 1972 to 1976, Mr. Stoltzfus was the
U.S. Ambassador to Kuwait.
Class II Director
Douglas T. McClure, Jr. has been a director of the Company since February
1995. Mr. McClure is a Managing Director of The Private Merchant Banking
Company, a position he has held since February 1996. From 1992 to 1994, he was a
Managing Director of New Street Capital Corporation, a merchant banking firm,
and from 1987 to 1992, he was a Managing Director of Drexel Burnham Lambert
Incorporated. Mr. McClure also serves on the Board of Directors of WestPoint
Stevens, a textile manufacturer.
3
438774.6
<PAGE>
Class III Directors/Nominees
Craig L. McKibben, a Class III director and nominee for election, is
Vice President, Chief Financial Officer and Treasurer of the Company. Mr.
McKibben has been an officer and a director of the Company since 1989. From 1983
to 1989, he was a partner at the firm of Coopers & Lybrand L.L.P., independent
public accountants. He is also Vice President of Buffalo Color Corporation
("Buffalo Color"), a specialty chemicals manufacturer, Chairman, President and
Chief Executive Officer of Lanesborough Corporation (which is the parent of
Buffalo Color) and Vice President and a director of Sherborne Holdings
Incorporated and of Sherborne & Company Incorporated. Since 1989 Mr. McKibben
has been a director and executive officer of NHI. See "Relationship With NH
Holding Incorporated," below.
Peter Slusser, a Class III director and nominee for election, has been
a director of the Company since March 1992. Since July 1988, Mr. Slusser has
been the President and Chief Executive Officer of Slusser Associates, Inc., a
private investment banking company, and the President and Chief Executive
Officer of GBH Investments, Inc., a private investment company. From December
1975 to March 1988 he was Managing Director and Head of Mergers and Acquisitions
for PaineWebber Incorporated. Mr. Slusser is currently a director of ADT
Limited, an international company principally engaged in security services and
auction services. He is also a director of Sherborne Holdings Incorporated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF CRAIG L.
MCKIBBEN AND PETER SLUSSER, AS CLASS III DIRECTORS.
Board and Committee Meetings
During the year ended December 31, 1996, the Board of Directors met
eight times. Each director who served on the Board during 1996 attended all
Board meetings and meetings of Board committees on which he served, during the
periods that he served, except as indicated below.
Standing committees of the Board include an Executive Committee, an
Audit Committee, a Compensation Committee and a Stock Incentive Plan Committee.
The Board does not have a nominating committee or a committee performing a
similar function.
Messrs. Bramson and McKibben are currently members of the Executive
Committee. The Executive Committee generally is authorized to exercise all power
and authorities of the Board to the extent permitted by Delaware law, except for
amending the Company's Certificate of Incorporation or Bylaws, issuing stock or
taking certain actions relating to a corporate merger, consolidation or
dissolution. The Executive Committee did not meet during fiscal 1996.
Messrs. Bramson, McClure, Slusser and Stoltzfus are currently the
members of the Audit Committee. The Audit Committee is authorized to recommend
independent auditors for the Company, to inquire into and make recommendations
to the Board concerning the scope of the audit and to review any recommendations
made by such auditors to the Board. The Audit Committee met twice during fiscal
1996. Mr. Bramson did not participate in one of such meetings.
Messrs. Bramson, McClure, Slusser and Stoltzfus are currently the
members of the Compensation Committee. The Compensation Committee determines
salaries and other compensation for the Company's executive officers (except for
compensation under the 1992 Stock Incentive Plan, which is determined by the
Stock Incentive Plan Committee), with Mr. Bramson abstaining from decisions with
respect to his own compensation.
The Compensation Committee met twice during fiscal 1996.
Messrs. McClure, Slusser and Stoltzfus are currently the members of the
Stock Incentive Plan Committee. The function of the Stock Incentive Plan
Committee is to administer the Company's 1992 Stock Incentive Plan and any
successor or additional stock incentive plans. The Stock Incentive Plan
Committee met six times during fiscal 1996.
4
438774.6
<PAGE>
Directors' Compensation
Directors who are officers of the Company receive no additional
compensation for serving on the Board of Directors or any Board committee. For
1996, the Company paid a quarterly retainer to unaffiliated directors of $5,000
each for service on the Board and Board committees. The Company also granted, to
each non-employee director, nonqualified options to acquire 5,000 shares of
Class A Stock, at an option price of $6.0625 per share. Such options vest, in
full, at the Company's 1997 Annual Meeting and expire 15 months after vesting.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Mr. Bramson, the Company's Chairman and Chief Executive Officer, serves
on the Compensation Committee of the Company's Board of Directors, but does not
participate in decisions of the Compensation Committee with respect to his own
compensation. During fiscal 1996 Mr. McKibben was an executive officer of the
Company and a director of Sherborne Holdings Incorporated, which, during 1996,
had an executive officer (Mr. Bramson) who served as a director of the Company
and on its Compensation Committee. In addition, during fiscal 1996, Mr. Bramson
was an executive officer of the Company and a director of Sherborne Holdings
Incorporated, which, during 1996, had an executive officer (Mr. McKibben) who
served as a director of the Company.
Relationship With NH Holding Incorporated
From its incorporation until December 28, 1994, the Company was a
subsidiary of NH Holding Incorporated ("NHI"). Messrs. Bramson, McKibben and
Slusser were the directors of NHI, and Messrs. Bramson and McKibben were
executive officers of NHI. On December 28, 1994 (the "Consummation Date"), the
United States Bankruptcy Court for the District of Delaware confirmed a plan of
reorganization for NHI (the "NHI Plan"), pursuant to which all of the assets of
NHI (including 16,000,000 shares of Class A Stock of the Company) were
distributed to NHI's former creditors. Since the Consummation Date, Mr. McKibben
has been serving as the sole officer and director of NHI and the disbursing
agent under the NHI Plan.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR
The Company has selected Coopers & Lybrand L.L.P. ("Coopers") as its
principal independent accountants to perform the audit of the Company's
financial statements for fiscal 1997 and the stockholders are being asked to
ratify such selection. Coopers has audited the financial statements of the
Company and its predecessors since 1987. Representatives of Coopers will be
present at the Meeting, will be given an opportunity to make a statement at the
Meeting if they desire to do so and will be available to respond to appropriate
questions. The affirmative vote of the holders of a majority of the Company's
outstanding shares of Class A Stock represented and voting at the Meeting is
required for approval of this Proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
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438774.6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
General
As of the date of this Proxy Statement, the Company's authorized
capital stock consists of Class A Stock; Class C Common Stock, par value $0.01
per share (the "Class C Stock"); and Preferred Stock, par value $1.00 per share
(the "Preferred Stock"). The Class A Stock and Class C Stock are sometimes
collectively called the "Common Stock." On the Record Date, there were
45,523,597 shares of Class A Stock outstanding and no shares of Class C Stock
outstanding. The holders of Class A Stock are entitled to elect all members of
the Board. The holders of Class C Stock are not entitled to any voting rights,
except as required by law. Shares of Class C Stock are convertible into Class A
Stock under certain circumstances. The Company's authorized Preferred Stock
includes a series designated as 8% Noncumulative Preferred Stock (the
"Noncumulative Preferred Stock"). Shares of Noncumulative Preferred Stock are
not convertible into Common Stock. The holders of Noncumulative Preferred Stock
are not entitled to any voting rights, except as required by law and in the
specific circumstances set forth in the Certificate of Designations, Preferences
and Rights governing the Noncumulative Preferred Stock.
As of the Record Date, there were 828 record holders of Class A Stock
(reflecting approximately 26,232 beneficial owners), no record holders of Class
C Stock, and 12 record holders of Noncumulative Preferred Stock.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information regarding the
beneficial ownership of the Company's voting securities by each person known by
the Company to be the beneficial owner of more than 5% of the Company's voting
securities as of the Record Date. Class C Stock and Noncumulative Preferred
Stock are nonvoting and are not reflected in the table below. Unless otherwise
indicated, the persons named in the table below have sole voting and investment
power with respect to all shares shown as beneficially owned by them. However,
as indicated by the notes following the table, certain shares are deemed to be
beneficially owned by more than one person or entity as a result of attribution
of ownership among affiliated persons and entities.
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address of Beneficial Percentage
Title of Class Beneficial Owner Ownership of Class
<S> <C> <C> <C>
Class A Stock,
$0.01 par value Edward J. Bramson(1) 8,135,091 17.9%
Craig L. McKibben(2) 3,282,071 7.2%
Ampex Retirement Master Trust(3) 2,407,480 5.3%
</TABLE>
- --------------------------
(1) Edward J. Bramson is Chairman of the Board and Chief Executive Officer
of the Company. His address is 65 East 55th Street, New York, New York
10022. Mr. Bramson has stated, in certain filings with the Securities
and Exchange Commission pursuant to Sections 13(d) and 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
he disclaims, or does not admit, beneficial ownership of certain shares
shown in the table above for purposes of Sections 13(d), 13(g) and 16
of the Exchange Act, or otherwise. Mr. Bramson is the controlling
stockholder of Sherborne Investments Corporation ("SIC"), controls SH
Securities Co., LLC, a limited liability company ("SHLLC"), and serves
as co-administrator of the Ampex Retirement Master Trust (the "Ampex
Trust") (see Note 3 below). Mr. Bramson is also the controlling
stockholder of Sherborne & Company Incorporated ("SCI"). SCI is the
general partner of a partnership that controls the voting stock of
Sherborne Holdings Incorporated ("SHI"). Accordingly, Mr. Bramson may
be deemed to beneficially own all shares of Class A Stock beneficially
owned, directly or indirectly, by SIC, SHLLC, the Ampex Trust, SCI and
SHI. However, Mr. Bramson has no pecuniary interest in the shares held
by the Ampex Trust, and has stated in filings with the Securities and
Exchange Commission under Section 13(d) of the Exchange Act that he
expressly disclaims any beneficial interest in such shares. The number
of shares of Class A Stock shown in the table as beneficially owned by
Mr. Bramson includes the following: 2,409,910 shares owned by Mr.
Bramson directly; 2,500 shares subject to outstanding vested options
held by Mr. Bramson under the Company's 1992 Stock Incentive Plan;
6
438774.6
<PAGE>
1,500,000 shares beneficially owned by SIC (of which 250,000 shares are
subject to repurchase by the Company if Mr. Bramson voluntarily resigns
or is terminated for cause (collectively "ceases to be employed")
before January 25, 1998); 400,000 shares beneficially owned by SHLLC
(of which 200,000 shares are subject to repurchase by the Company if
Mr. Bramson ceases to be employed before October 23, 1998; and 100,000
shares are subject to repurchase if Mr. Bramson ceases to be employed
before October 23, 1999); 2,407,480 shares reported in the table as
beneficially owned by the Ampex Trust; 491,979 shares beneficially
owned by SCI; 703,566 shares beneficially owned by SHI and a subsidiary
of SHI (of which 150,000 shares are subject to an option granted by SHI
to Craig L. McKibben); and 219,656 shares beneficially owned by Craig
L. McKibben (see Note 2), with respect to which SHI holds a proxy. Of
the total shares reported as beneficially owned, Mr. Bramson shares
voting power with respect to 219,656 shares and shares investment power
with respect to 2,407,480 shares.
(2) Craig L. McKibben is a director and executive officer of the Company.
His address is 65 East 55th Street, New York, New York 10022. Mr.
McKibben has stated, in certain filings with the Securities and
Exchange Commission pursuant to Sections 13(d) and 16(a) of the
Exchange Act, that he disclaims, or does not admit, beneficial
ownership of certain shares shown in the table above for purposes of
Sections 13(d), 13(g) and 16 of the Exchange Act, or otherwise. Mr.
McKibben serves as co-administrator of the Ampex Trust (see Note 3
below) and the Buffalo Color Master Trust (the "Buffalo Color Trust").
Accordingly, Mr. McKibben may be deemed to beneficially own all shares
of Common Stock beneficially owned by such trusts. However, he has no
pecuniary interest in the shares held by the Ampex Trust or the Buffalo
Color Trust and has stated in filings with the Securities and Exchange
Commission under Section 13(d) of the Exchange Act that he expressly
disclaims any beneficial interest in such shares. The number of shares
of Class A Stock shown in the table as beneficially owned by Mr.
McKibben includes the following: 219,656 shares owned by Mr. McKibben
directly; 208,000 shares subject to outstanding vested options held by
Mr. McKibben under the Company's 1992 Stock Incentive Plan; 150,000
shares subject to outstanding vested options granted to Mr. McKibben by
SHI; 2,407,480 shares reported in the table as beneficially owned by
the Ampex Trust; and 296,935 shares beneficially owned by the Buffalo
Color Trust. Of the total shares reported as beneficially owned, Mr.
McKibben shares voting power with respect to 219,656 shares and shares
investment power with respect to 2,704,415 shares.
(3) The Ampex Retirement Master Trust (the "Ampex Trust") is a pension
trust holding assets for the Ampex Corporation Employees' Retirement
Plan and the Quantegy Media Corporation (formerly Ampex Media
Corporation) Retirement Plan. Its address is c/o State Street Bank and
Trust Company, Master Trust Services, W5A, One Enterprise Drive, North
Quincy, Massachusetts 02171. Investment power with respect to all
shares shown in the table is shared by Mr. Bramson and Mr. McKibben.
See Notes 1 and 2 above.
Security Ownership of Management
The following table sets forth certain information as to each class of
outstanding equity securities of the Company beneficially owned as of the Record
Date by: (i) each director and nominee; (ii) the Company's Chief Executive
Officer and the other four most highly compensated executive officers who were
officers as of December 31, 1996; and (iii) all current directors and executive
officers as a group. No executive officer or director of the Company owns
securities of any parent or subsidiary of the Company (other than directors'
qualifying shares), except as indicated in the footnotes to the table below.
Unless otherwise indicated, the persons named in the table below have sole
voting and investment power with respect to all shares shown as beneficially
owned by them. The inclusion of any shares for any stockholder in the table
below shall not be deemed an admission that such stockholder is, for any
purpose, the beneficial owner of such shares. An asterisk denotes beneficial
ownership of less than 1% of the class of securities indicated.
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<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Name of Beneficial Percentage
Title of Class Beneficial Owner Ownership of Class
<S> <C> <C> <C>
Class A Stock,
$0.01 par value Edward J. Bramson(1) 8,135,091 17.9%
Craig L. McKibben(2) 3,282,071 7.2%
Douglas T. McClure, Jr.(3) 17,500 *
Peter Slusser(3) 7,500 *
William A. Stoltzfus, Jr.(3) 8,500 *
Robert L. Atchison(4) 172,300 *
Richard J. Jacquet(5) 75,650 *
Joel D. Talcott(6) 73,150 *
All current directors and
executive officers as a group(7) 8,994,626 19.8%
Noncumulative
Preferred Stock,
$1.00 par value Edward J. Bramson(1) 2,618 3.8%
Craig L. McKibben(2) 2,941 4.2
All current directors and executive
officers as a group 2,941 4.2
</TABLE>
- -----------------------------
(1) See Note 1 under the "Security Ownership of Certain Beneficial Owners"
table above. The shares of Noncumulative Preferred Stock reported in
this table are held by the Ampex Trust. Mr. Bramson serves as
co-administrator of this trust.
(2) See Note 2 under the "Security Ownership of Certain Beneficial Owners"
table above. Of the shares of Noncumulative Preferred Stock reported,
2,618 shares are held by the Ampex Trust and 323 shares are held by the
Buffalo Color Trust. Mr. McKibben serves as co-administrator of these
trusts.
(3) Includes 5,000 shares subject to outstanding options that will become
exercisable within 60 days of the Record Date.
(4) Includes 172,300 shares subject to outstanding vested options under the
1992 Stock Incentive Plan.
(5) Includes 71,650 shares subject to outstanding vested options under the
1992 Stock Incentive Plan.
(6) Includes 64,650 shares subject to outstanding vested options under the
1992 Stock Incentive Plan.
(7) Includes an aggregate of 534,100 shares subject to outstanding options
that are currently exercisable or become exercisable within 60 days of
the Record Date. Shares that are deemed beneficially owned by both Mr.
Bramson and Mr. McKibben are counted only once in the total shares
reported. See Notes 1 and 2 above.
8
438774.6
<PAGE>
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors, and certain stockholders owning more
than 10% of any class of the Company's equity securities ("10% Stockholders") to
file reports with the SEC indicating their ownership of securities of the
Company and any changes in such ownership. Executive officers, directors and 10%
Stockholders are required to provide copies of these reports to the Company.
Based on a review of copies of all such reports filed with respect to fiscal
1996 and furnished to the Company, as well as certain written representations
provided to the Company by executive officers, directors and certain 10%
Stockholders, all such reports required to be filed with respect to fiscal 1996
have been filed in a timely manner.
9
438774.6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Summary of Compensation
The following table summarizes the compensation earned by or paid to
the Company's Chief Executive Officer and the other four most highly compensated
executive officers during 1996 who were officers as of December 31, 1996
(collectively, the "Named Executives") for their services to the Company and its
subsidiaries during fiscal 1994, 1995 and 1996. The Company does not have
employment contracts with any of the Named Executives. See "Termination of
Employment and Change-in-Control Arrangements," below.
<TABLE>
Summary Compensation Table
<CAPTION>
Long-Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
-------------------------------------------------------------------------------------
Other Securities Long All Other
Annual Restricted Underlying Term Compen-
Name and Bonus Compen- Stock Options/ Incentive sation
Principal Position Year Salary($) ($) sation ($) Awards SARs (#) Plan ($)(1)
Payouts($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Bramson, 1996 $160,008 $0 $0 0 0 $0 $0
Chairman and Chief 1995 167,505 0 0 0 0 0 0
Executive Officer(2) 1994 175,000 0 0 0 (40,000) 0 0
Robert L. Atchison, 1996 177,683 165,000 0 0 40,000 0 4,000
Vice President 1995 170,000 160,000 0 0 52,000 0 4,000
1994 170,000 150,000 0 0 208,000 0 4,000
Richard J. Jacquet, 1996 156,779 75,000 0 0 22,500 0 4,000
Vice President 1995 150,000 75,000 0 0 12,000 0 4,000
1994 149,135 42,500 0 0 85,000 0 4,000
Craig L. McKibben, 1996 170,004 75,000 0 0 25,000 0 0
Vice President, 1995 170,004 100,000 0 0 104,000 0 0
Treasurer and Chief 1994 170,000 100,000 0 0 208,000 0 0
Financial Officer(3)
Joel D. Talcott, 1996 154,183 87,801 0 0 67,500 0 4,000
Vice President and 1995 145,000 90,553 0 0 12,000 0 4,000
Secretary 1994 136,538 51,600 0 0 75,000 0 4,000
</TABLE>
- --------------------------
(1) All amounts disclosed under "All Other Compensation" consist of
matching Company contributions under the Ampex Savings Plan, which is
an employee-contributory savings incentive plan intended to qualify
under Section 401(k) of the Internal Revenue Code.
(2) During 1994 and the first five months of 1995, Mr. Bramson received no
salary payments directly from the Company. Salary payments for 1994
were made by the Company to Sherborne Holdings Incorporated, and
payments for the first five months of 1995 were made by the Company to
Lanesborough Corporation, in lieu of salary payments to Mr. Bramson for
his services to the Company and its subsidiaries. From June through
December 1995, Mr. Bramson's salary was paid directly by the Company.
Mr. Bramson's salary for 1995 and 1996 reflects a voluntary reduction
of $7,500 and $15,000 respectively in order to make funds available for
1995 and 1996 bonuses to other employees.
(3) During 1994 and the first five months of 1995, Mr. McKibben received no
salary payments directly from the Company. Salary payments for 1994
were made by the Company to Sherborne Holdings Incorporated,
10
438774.6
<PAGE>
and payments for the first five months of 1995 were made by the Company
to Lanesborough Corporation, in lieu of salary payments to Mr. McKibben
for his services to the Company and its subsidiaries.
Termination of Employment and Change-in-Control Arrangements
Each Named Executive except Mr. Bramson is party to an Employment
Security Letter pursuant to which he is entitled to continuation of salary,
average bonus and medical and insurance benefits for 24 months following a
"change in control" of the Company (as defined in the Employment Security
Letter) in which he is terminated, his compensation and benefits are reduced to
less than 90% of then-current compensation and benefits or he is relocated to a
work location more than 50 miles from his current work location. Such benefits
are subject to deferral or reduction as necessary to avoid excise tax under
Section 4999 of the Internal Revenue Code and to ensure deductibility under
Section 280G of the Internal Revenue Code, and will cease if the Named Executive
accepts employment with a company engaged in business similar to the Company's
business.
11
438774.6
<PAGE>
Option/SAR Grants
The following table describes the options to purchase shares of the
Company's Class A Stock granted to the Company's Named Executives during fiscal
1996 and the potential value of such options at the end of their terms, assuming
certain levels of stock price appreciation.
<TABLE>
Option/SAR Grants in Fiscal 1996
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Individual Grants (1) Rates of Stock Price
Appreciation
For Option Term (1)(2)
- ----------------------------------------------------------------------------------------------------------------------------------
% of Total
Number of Options/
Securities SARs
Underlying Granted to Exercise
Options/ Employees or Base
SARs in Fiscal Price Expiration
Name Granted (#) Year (3) ($/share) Date 5% ($) 10% ($)
---- ----------- -------- --------- ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Bramson 0 n/a n/a n/a n/a n/a
Robert L. Atchison 40,000(4) 4.5% $5.75 10/16/02 $82,036 $187,336
Richard J. Jacquet 12,500(4) 1.4% 5.75 10/16/02 25,636 58,552
10,000(5) 1.1% 10.50 3/13/01 24,173 52,386
------ ---- ------- -------
22,500 2.5% 49,809 110,938
Craig L. McKibben 25,000(4) 2.8% 5.75 10/16/02 51,272 117,104
Joel D. Talcott 12,500(4) 1.4% 5.75 10/16/02 25,636 58,552
30,000(4) 3.4% 5.75 10/16/02 39,769 96,198
25,000(6) 2.8% 10.50 3/13/99 30,409 62,678
------ ---- ------- -------
67,500 7.6% 95,814 207,428
</TABLE>
- ------------------------
(1) All options are nonqualified stock options granted pursuant to the
Company's 1992 Stock Incentive Plan. Upon exercise, the Company may
elect to pay cash to the holder for all or part of his option, rather
than issuing shares of Class A Stock. All options were granted with an
exercise price greater than or equal to the fair market value on the
date of grant.
(2) Potential realizable values reflect the difference between the option
exercise price at the end of fiscal 1996 and the fair market value of
the Company's Class A Stock at the end of the option term, assuming 5%
and 10% compounded annual appreciation of the stock price from the date
of grant until the expiration of the option. The 5% and 10%
appreciation rates are assumed pursuant to rules promulgated by the SEC
and do not reflect actual historical or projected rates of appreciation
of the Class A Stock. Assuming such appreciation, on October 16, 2002,
the per share value would be $7.80 at 5% or $10.43 at 10% (based on a
fair market value of $5.75 on July 16, 1996 which is the grant date for
the options described in Note 4); on March 13, 2001, the per share
value would be $12.92 at 5% or $15.74 at 10% (based on a fair market
value of $10.50 per share on December 13, 1996 which is the grant date
for the options described in Note 5); and on March 13, 1999, the per
share value would be $11.72 at 5% or $13.01 at 10% (based on a fair
market value of $10.50 per share on December 13, 1996, which is the
grant date for the options described in Note 6). The foregoing values
do not reflect appreciation actually realized by the Named Executives.
See "Option/Exercises and Values", below.
12
438774.6
<PAGE>
(3) For purposes of calculating these percentages, the total options
granted to all employees in fiscal 1996 was 882,250.
(4) These options become exercisable on July 16, 2002, and expire 15 months
after they become vested. In the case of the 40,000 options granted to
Mr. Atchison, 12,500 of these were vested early on October 11, 1996,
and 7,500 options were vested early on February 14, 1997 pursuant to
achievement of specific performance goals.
(5) These options become exercisable as to 40% of the shares on December
13, 1997, and an additional 8.25% of the shares become exercisable each
quarter for the next eight quarters. The option expires 15 months after
each vesting increment.
(6) These options become exercisable on December 13, 1997, and expire 15
months after vesting.
Option/SAR Exercises and Values
The following table provides certain information concerning the
exercise of stock options during 1996 and the value of unexercised options to
purchase shares of the Company's Class A Stock held by the Company's Named
Executives as of December 31, 1996.
<TABLE>
Aggregated Option/SAR Exercises in Fiscal 1995 and
Fiscal Year End Option/SAR Values
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Fiscal Year End Fiscal Year End(1)
-------------------------------------------------------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Bramson 0 n/a 2,500 0 7,344
Robert L. Atchison 24,000 192,000 172,300 103,700 $1,154,406 $588,094
Richard J. Jacquet 0 n/a 71,650 47,850 501,260 213,084
Craig L. McKibben 0 n/a 208,000 25,000 1,456,000 78,688
Joel D. Talcott 0 n/a 64,650 89,850 449,197 286,397
</TABLE>
- ------------------------
(1) The fair market value of the stock on December 31, 1996 was $8.9375 per
share, based on the closing price on the American Stock Exchange (as
reported by an on line quotation service) on December 31, 1996, which
was the last trading day of the year.
13
438774.6
<PAGE>
Pension Plan
The Company maintains an Employees' Retirement Plan for its employees
(the "Retirement Plan"). The Retirement Plan is a defined benefit plan under
which a participant's annual post-retirement pension benefit is generally
determined by the employee's years of credited service as determined under the
Retirement Plan ("Credited Service") and his or her average annual earnings
during the highest 60 consecutive months of the last 120 consecutive months of
service ("Final Average Annual Compensation"). Effective February 1, 1994, the
accrual of additional benefits under the Retirement Plan was discontinued by
providing that a participant's benefits will be determined on the basis of
Credited Service and Final Average Annual Compensation accrued to the earlier of
termination of employment or January 31, 1994. There are no employee
contributions under the Retirement Plan. Under applicable Internal Revenue Code
limits, the maximum annual benefit payable under the Retirement Plan, as of
January 1, 1997, is $125,000, assuming that payments are made on a straight life
or qualified joint and survivor basis, beginning at age 65.
The following table describes the estimated annual benefits payable
upon retirement under the Retirement Plan at specified compensation levels and
for specified years of Credited Service. As indicated above, Final Average
Annual Compensation and Years of Credited Service for each employee were frozen
during 1994.
<TABLE>
Pension Plan Table
<CAPTION>
Final Average
Annual
Compensation Years of Credited Service
- ---------------------------------------------------------------------------------------------------------------------------------
15 20 25 30 35 40
-- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
125,000 $25,200 $33,500 $41,900 $50,300 $ 58,700 $ 67,100
150,000 30,400 40,500 50,700 60,800 70,900 81,100
175,000 35,700 47,500 59,400 71,300 83,200 95,100
200,000 40,900 54,500 68,200 81,800 95,400 109,100
225,000 44,900 59,900 74,900 89,900 104,900 119,800
250,000 44,900 59,900 74,900 89,900 104,900 119,800
300,000 44,900 59,900 74,900 89,900 104,900 119,800
400,000 44,900 59,900 74,900 89,900 104,900 119,800
450,000 44,900 59,900 74,900 89,900 104,900 119,800
500,000 44,900 59,900 74,900 89,900 104,900 119,800
</TABLE>
A participant's annual pension payable as of normal retirement date
will be equal to the following (subject to a minimum benefit level and to the
freezing of benefits as described above): 1.1% of that portion of the Final
Average Annual Compensation, up to the "Social Security Integration Amount" in
effect for 1994, plus 1.4% of that portion of the Final Average Annual
Compensation in excess of the Social Security Integration Amount, multiplied by
the number of years of Credited Service. As a result of the benefit freeze, the
Social Security Integration Amount, which is determined based on a participant's
year of birth, has been frozen at the level that was applicable for each year of
birth in 1994. The Social Security Integration Amount was $24,312 for a
participant retiring in 1994 at age 65. For purposes of determining Final
Average Annual Compensation, salary, overtime and sales commissions are
included. For each of the Named Executives covered by the Retirement Plan, such
compensation for fiscal 1993 is equal to the compensation disclosed in the
"Salary" column in the Summary Compensation Table. Because of the freeze
implemented in January 1994, compensation during 1994 or subsequent years will
not be used to determine Final Average Annual Compensation for the Named
Executives. The table above assumes that benefits are payable for life from
normal retirement date (age 65) and are computed on a straight life basis. The
benefits payable are not subject to any deduction for Social Security or other
offset amounts.
Since January 31, 1994, the Final Average Annual Compensation and the
estimated years of Credited Service for each of the Named Executives have been
as follows: Mr. Atchison -- $138,524; 18 years 2 months;
14
438774.6
<PAGE>
Mr. Jacquet -- $117,987; 5 years 5 months; and Mr. Talcott -- $130,706; 19 years
3 months. Mr. Bramson and Mr. McKibben are not participants in the Retirement
Plan. In addition to the estimated benefits payable shown in the table above,
Mr. Talcott is eligible to receive $15,140 per year upon retirement at normal
retirement age under the terms of the Ampex Corporation Supplemental Retirement
Income Plan, which was terminated as of December 31, 1987. No other Named
Executives are eligible to participate in this plan.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
NOTE: THE FOLLOWING SECTION OF THIS PROXY STATEMENT SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY FILING BY THE COMPANY WITH THE SEC UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING
ANY INCORPORATION BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.
Compensation for the Company's executive officers for fiscal 1996 was
determined by the Compensation Committee of the Board of Directors (with Mr.
Bramson abstaining from decisions with respect to his own compensation). The
Compensation Committee (the "Committee") has provided the following report with
respect to the compensation of executive officers for fiscal 1996.
Overview
The Company believes that the compensation of all employees, including
executive officers, must be sufficient to attract and retain highly qualified
personnel and must align compensation with the Company's short-term and
long-term business strategies and performance goals. In the case of executive
officers, it must also provide meaningful incentives for measurably superior
performance. To insure that its compensation practices remain competitive, the
Company regularly compares its compensation policies with those of other similar
companies.
The Company's compensation philosophy for executive officers is to pay
above-average total compensation when superior performance is achieved, both by
the Company and the individual executive. In recent years, because of the
Company's financial situation and its cash requirements, superior performance
for the Company has been equated with achieving certain levels of sales,
operating cash flow, profit and other indicators of financial performance.
Superior performance by an individual is measured according to a variety of
objective and subjective factors. Based on available data reviewed by the
Company, the Company believes that the base salary of its chief executive
officer is significantly below the median salary for comparable positions with
other companies in the electronics and other technology industries. Aggregate
base salaries for the Company's other executive officers as a group are slightly
below average for comparable positions in other high-technology companies. If
superior performance is achieved both by the Company and the individual, the
base salary plus cash bonuses will compensate an executive at above-average
levels. If the Company does not achieve financial targets and/or individual
performance is not superior, total compensation will be at or below comparable
average total compensation levels.
Components of Executive Compensation
The Company provides several different types of compensation for its
executive officers in order to achieve its goals of encouraging technological
innovation, fostering teamwork and enhancing the loyalty of valuable employees.
The Committee believes that the achievement of these goals will ultimately
enhance stockholder value.
The components of executive compensation are as follows:
Salary. The Committee establishes base salaries for its executive
officers by reviewing salaries and annual bonuses for comparable positions with
other companies. Salary increases are granted from time to time based on both
individual performance and on the Company's ability to pay such increases.
Cash Incentive Plans. In recent years, the Company has had cash
incentive plans under which executive officers could receive cash bonuses based
on the financial performance of the Company and on their individual
15
438774.6
<PAGE>
performance. The Company suspended such bonus plans for 1992 and 1993 because of
its financial situation, but bonuses were paid for 1994, 1995 and 1996 because
of the Company's improved financial performance.
1992 Stock Incentive Plan. The Company's 1992 Stock Incentive Plan (the
"Plan") provides for the granting of stock options and stock appreciation rights
with respect to the Company's Class A Stock to directors, executive officers and
other key employees and service providers. Grants under the Plan during 1996 by
executive officers are described above in "Compensation of Executive Officers --
Option/SAR Grants." The purpose of the Plan is to provide additional incentives
for participants to maximize stockholder value. Through the Plan, the long-range
interests of key employees are aligned with the interests of the stockholders of
the Company as these employees build an ownership interest in the Company. In
fiscal 1996, the Plan was amended to conform to regulations adopted by the
Securities and Exchange Commission under Section 16 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"). As so amended, the Plan provides that,
except with respect to non-employee directors, all decisions with respect to
officers and directors subject to Section 16 of the 1934 Act shall be made by a
Committee that is composed solely of two or more non-employee directors. All
decisions with regard to awards to any non-employee directors shall be made by
the Company's Board of Directors, without the participation or vote of such
non-employee director. During fiscal 1996, the Stock Incentive Plan Committee of
the Board, which is composed solely of non-employee directors, made all
decisions with respect to options for executive officers of the Company.
Limitation on Deductibility of Certain Compensation
The Internal Revenue Code was amended in 1993 to add Section 162(m),
which limits the deductibility, for income tax purposes, of certain executive
compensation in excess of $1,000,000 for any individual Named Executive in a
single tax year. Based on the current compensation of its Named Executives, the
Company does not believe that Section 162(m) will have any impact on the Company
in the near term. Accordingly, the Company has not yet established a general
policy regarding potential changes in its compensation programs to address the
possible impact of Section 162(m). However, during 1994 the 1992 Stock Incentive
Plan was amended to minimize the effect of Section 162(m) on compensation under
the Plan.
Fiscal 1996 Compensation
Compensation of Chief Executive Officer; Relationship to Company
Performance. For fiscal 1996, Edward J. Bramson, the Company's Chairman and
Chief Executive Officer, received a salary of $160,000 for his services to the
Company and its subsidiaries. The Compensation Committee had initially set his
salary at $175,000 for 1996. However, Mr. Bramson offered to reduce his salary
by $15,000 in order to make funds available for bonuses to other employees. As
indicated above, the Committee believes that Mr. Bramson's base salary is
significantly below the median salary for chief executive officers with other
companies in the electronics and other technology industries.
Mr. Bramson did not receive any options under the Plan during fiscal
1996. In October 1996, SH Securities Co., LLC, as a designee of Mr. Bramson,
purchased 400,000 shares of Class A Stock from the Company. See "Certain
Relationships and Related Transactions," below. Of these shares, 200,000 are
subject to vesting. If Mr. Bramson voluntarily resigns or is terminated for
cause before October 23, 1998, the Company may repurchase up to 200,000 shares
at the original purchase price, and if he resigns or is terminated for cause
after October 23, 1998 but before October 23, 1999, the Company may repurchase
up to 100,000 shares. Mr. Bramson and his affiliates also own other shares of
Class A Stock. See "Security Ownership of Certain Beneficial Owners and
Management," above. The Committee believes that this stock ownership by Mr.
Bramson and his affiliates creates a strong incentive for Mr. Bramson to remain
with the Company, as well as aligning his interest with the interests of the
stockholders of the Company by giving him an incentive to enhance the market
value of the Company's Class A Stock.
The value of Mr. Bramson's stock options (as well as the value of
shares that he and his affiliates own) is directly related to the performance of
the Company, as measured by the price of its Class A Stock. The salary component
of Mr. Bramson's compensation for fiscal 1996 was a fixed amount and accordingly
did not have any particular relationship to the Company's performance. However,
the Committee believes that Mr. Bramson's contributions to the Company during
1996 amply justified his salary. During 1996, the Company's financial
performance reflected substantial improvements in earnings before non-recurring
items and in financial condition.
16
438774.6
<PAGE>
In addition, during 1996 the Company significantly progressed with respect to
its keepered media development program and successfully relocated its key
manufacturing and administrative facilities. In the future, Mr. Bramson's
compensation package may include eligibility for cash bonuses, the payment of
which will be tied to both individual and Company performance.
Compensation of Other Executive Officers. The compensation of other
executive officers for fiscal 1996 was determined by the Compensation Committee
in accordance with the general principles described above. Salary levels
remained similar to fiscal 1995 levels, and were slightly below average for
comparable positions with other high technology companies. For the reasons
indicated below, the Committee concluded that cash bonuses for fiscal 1996 to
all executive officers except Mr. Bramson were appropriate. The bonuses ranged
in amount from $56,021 to $165,000, and totaled approximately $555,000 for the
Company's six executive officers. Of this amount, approximately $360,000 was
paid based on the accomplishment of specific objectives by individual officers,
or the achievement of specific financial performance levels by the Company. A
substantial portion of bonuses paid for 1996 was allocated to executives by Mr.
Bramson in accordance with authority delegated to him by the Committee, and the
remainder was approved by the Committee, in its discretion, after review of
recommendations made by Mr. Bramson. In making the decision to pay discretionary
bonuses for fiscal 1996, the Committee considered the significant improvement in
the Company's financial performance in recent years, as well as the specific
contributions to this improvement that were made by each officer in his or her
particular area of responsibility.
During 1996, the Stock Incentive Plan Committee granted options under
the Plan to all executive officers except Mr. Bramson. The options granted to
executive officers ranged in size from 22,500 shares to 67,500 shares and were
based on recommendations developed by Mr. Bramson in conjunction with the
Company's Human Resources Department. See "Option/SAR Grants in Fiscal 1996,"
above. In determining the size of option grant to recommend for each executive,
the Company reviewed competitive compensation information from other companies
in the high technology industry, as well as the officer's responsibilities and
other compensation.
COMPENSATION COMMITTEE
Peter Slusser, Chairman
Edward J. Bramson
Douglas T. McClure, Jr.
William A. Stoltzfus, Jr.
17
438774.6
<PAGE>
COMPANY PERFORMANCE GRAPH
NOTE: THE FOLLOWING SECTION OF THIS PROXY STATEMENT SHALL NOT BE DEEMED TO BE
INCORPORATED BY REFERENCE INTO ANY FILING BY THE COMPANY WITH THE SEC UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934, NOTWITHSTANDING
ANY INCORPORATION BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY STATEMENT.
The following chart compares the stock price performance of the Company
from its initial public offering in July 1992 through December 1996 to that of
the companies included in the S&P 500 Index and the companies included in the
S&P High Technology Composite Index.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG AMPEX CORPORATION, S&P 500
INDEX AND S&P HIGH TECHNOLOGY COMPOSITE INDEX FROM JUNE 30, 1992 THROUGH
DECEMBER 31, 1996*
* Assumes $100 invested in the S&P 500 and the S&P High Technology Composite
Index on June 30, 1992 and $100 invested in the Company's Class A Stock on July
17, 1992 (the date of the Company's initial public offering). Data with respect
to returns for the S&P indices is not readily available for periods shorter than
one month. Total return is calculated for the S&P indices assuming reinvestment
of dividends. The Company has not paid any dividends.
18
<PAGE>
438774.6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 1996 to the present, there have been no transactions
involving more than $60,000 in which the Company or any of its subsidiaries was
a party and in which any executive officer, director, beneficial owner of more
than 5% of any class of the Company's Common Stock, or member of the immediate
family of any of the foregoing persons, had a material interest, except as
indicated in "Compensation of Executive Officers," above, the conversion or
exercise of outstanding convertible notes or warrants issued by the Company, and
as follows:
Stock Purchase by SH Securities Co., LLC
On October 22, 1996, the Company entered into a Stock Purchase
Agreement with Edward J. Bramson, pursuant to which the Company agreed to sell
400,000 shares of Class A Stock to Mr. Bramson or a permitted designee for
$6.875 per share, which was the closing price for shares of Class A Stock on the
date the Board of Directors of the Company authorized this transaction. On
October 23, 1996, SH Securities Co., LLC ("SHLLC"), a permitted designee of Mr.
Bramson, purchased these shares. Payment was made by (i) cash in the amount of
$550,000 and (ii) a promissory note of SHLLC in the amount of $2,200,000. The
note bears interest, payable annually, at the applicable federal rate, and is
payable in full on October 15, 2001. The note is secured by a pledge of the
shares purchased. Of these shares, 200,000 are subject to vesting. If Mr.
Bramson voluntarily resigns or is terminated for cause within 24 months of the
date of sale, the Company may repurchase up to 200,000 shares at the original
purchase price, and if he resigns or is terminated for cause after such date,
but within 36 months after the date of sale, the Company may repurchase up to
100,000 shares at cost.
Certain Indebtedness of Management
In February, 1995, Sherborne Investments Corporation ("SIC"), a
corporation controlled by Edward J. Bramson, issued a promissory note to the
Company in connection with the purchase by SIC of 1,500,000 shares of Class A
Stock as Mr. Bramson's designee. The note is due and payable in full in January,
2000 and bears interests at the applicable Federal rate. Accrued interest on the
note through December 31, 1996, which amounted to $150,804, was paid in 1996. In
1996, SIC voluntarily prepaid $273,700 of this note, and at December 31, 1996,
the principal balance of the note was $1,779,050.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Stockholder proposals for inclusion in the Company's Proxy Statement
and proxy relating to the Company's 1998 Annual Meeting of Stockholders must be
received by the Company by December 9, 1997.
OTHER BUSINESS
The Board does not presently intend to bring any other business before
the Meeting and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the accompanying Notice of Meeting. As
to any business that may properly come before the Meeting, however, it is
intended that proxies, in the form enclosed, will be voted in accordance with
the judgment of the persons voting such proxies.
By Order of the Board of Directors
Edward J. Bramson
Chairman
ALL STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
19
438774.6
<PAGE>
AMPEX CORPORATION
CLASS A COMMON STOCK PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 16, 1997
The undersigned hereby appoints Edward J. Bramson and Craig L. McKibben, or
either of them, each with power of substitution, as proxies to represent the
undersigned at the Annual Meeting of Stockholders of AMPEX CORPORATION to be
held at the Westin St. Francis Hotel, 335 Powell Street, San Francisco,
California on May 16, 1997 at 9:00 a.m., and any adjournment thereof, and to
vote the number of shares of the CLASS A COMMON STOCK of AMPEX CORPORATION that
the undersigned would be entitled to vote if personally present.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMPEX
CORPORATION. THIS PROXY WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF DIRECTION,
THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR ELECTION NAMED ON THE REVERSE AND
FOR PROPOSAL 2. In their discretion, the proxy holders are authorized to vote
upon such other business as may properly come before the meeting or any
adjournment thereof to the extent authorized by Rule 14a- 4(c) promulgated by
the Securities and Exchange Commission and by applicable state laws (including
matters that the proxy holders do not know, a reasonable time before this
solicitation, are to be presented).
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<TABLE>
<CAPTION>
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Please mark your
X votes as in this L
A example.
---------
<S> <C> <C> <C> <C> <C> <C>
FOR / / AGAINST / / A STAIN / /
WITHHOLD
1. ELECTION FOR both the AUTHORITY 2. PROPOSAL TO RATIFY THE SELECTION OF
OF nominees to vote for both the Nominees: Craig L. Mc Kibben COOPERS & LYBRAND L.L.P.
CLASS III listed ar right nominees listed at right Peter Siusser INDEPENDENT PUBLIC ACCOUNTANTS FOR
DIRECTORS / / / / THE 1997 FISCAL YEAR
To withhold authority to vote for any individual nominees(s), write name of
nominee(s) below:
I PLAN TO ATTEND MEETING / /
- ---------------------------------------
The undersigned acknowledges receipt
of (a) the Notice of the 1997 Annual
Meeting of Stockholders, (b) the
accompanying Proxy Statement and (c) the
Company's 1996 Annual Report
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN
AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO
POSTAGE IF MAILED WITHIN THE UNITED STATES
SIGNATURE __________________ DATE ______________, 1997 SIGNATURE ___________________________ DATE ______________, 1997
Signature if held jointly
Proxy Instructions:
1. Please sign exactly as the name or names appear on your 2. If the shares are issued in the name of two or more persons,
stock certificate (as indicated hereon). all of them must sign the proxy.
3. A proxy executed by a corporation must be signed in its 4. Executors, administrators, trustees and partners should
name by an authorized officer. indicate their capacity when signing.
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</TABLE>
C/M 11115.0000 457493.1
