SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9
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)
Craig L. McKibben
65 East 55th Street
New York, New York 10022
(212) 759-6301
--------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 31, 1997
--------------
(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 414618.5
<PAGE>
SCHEDULE 13D
- ----------------------------------- ---------------------------------------
CUSIP No. 03209218 Page 2 of 21 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*
PF/SC
- -------------------------------------------------------------------------------
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
5,507,955
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
---------------------------------------------------
8 SHARED VOTING POWER
219,656
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
5,507,955
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,407,480
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,135,091
- -------------------------------------------------------------------------------
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 414618.5
<PAGE>
SCHEDULE 13D
- -------------------------------------- --------------------------------------
CUSIP No. 03209218 Page 3 of 21 Pages
--------- -- ------
- -------------------------------------- --------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SH Securities Co., LLC
13-3912827
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
N/A
- -------------------------------------------------------------------------------
SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
400,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
---------------------------------------------------
8 SHARED VOTING POWER
0
---------------------------------------------------
9 SOLE DISPOSITIVE POWER
400,000
---------------------------------------------------
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)
0.9%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- -------------------------------------------------------------------------------
*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 414618.5
<PAGE>
AMENDMENT NO. 9
TO
SCHEDULE 13D
This Amendment No. 9 is being filed to update, as of March 31, 1997,
certain of the information contained in Amendment No. 8 to the Statement on
Schedule 13D ("Amendment No. 8"), as filed by certain of the Filing Parties on
or about June 6, 1996 relating to the Class A Common Stock ("Class A Stock") of
Ampex Corporation (the "Company"). None of the transactions reported herein
involved the acquisition or disposition of an amount equal to one percent or
more of the Class A Stock of the Company. Information in Amendment No. 8 which
has not changed since the filing of that Amendment is not restated herein.
Capitalized terms used but not defined herein have the meanings ascribed to them
in Amendment No. 8.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
This Amendment No. 9 is being filed pursuant to Section 13d(1) of the
Securities Act of 1934, as amended (the "Exchange Act") and Rule 13d-2
thereunder by the Filing Parties named below, each of whom has a business
address at 65 East 55th Street, New York, NY 10022.
1. SH Securities Co. LLC, a New York limited liability
company ("SHS"), of which Mr. Bramson is the sole managing
member. SHS's principal business is the ownership of Class A
Stock of the Company. SHS has no other executive officers or
directors.
2. Edward J. Bramson, Chairman of the Board of Directors,
President and Chief Executive Officer of the Company.
Additional information regarding Mr. Bramson is contained in
Item 2 and Schedule 1 of Amendment No. 8 and is incorporated
herein by reference.
None of the Filing Parties named herein has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
None of the Filing Parties named herein 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 4 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Since the date of filing of Amendment No. 8, the Filing Parties named
herein have entered into the following transactions in the Company's Class A
Stock, using the funds indicated below:
(a) On or about October 23, 1996, Mr. Bramson acquired an aggregate of
400,000 shares of Class A Stock from the Company at a purchase price of $6.875
per share, which was the reported closing price for the Company's Class A Stock
on the American Stock Exchange on the date immediately preceding the date of
authorization of sale by the Company's Board of Directors. Mr. Bramson caused
SHS as his permitted designee to pay for and take title to the shares. The
purchase price for the shares was paid 20% in cash, using working capital funds
of SHS, and the balance by the issuance of an interest-bearing, secured
promissory note due October 15, 2001 in the principal amount of $2,200,000. The
funds utilized by SHS to pay the cash portion of the purchase price for the
shares were provided by Mr. Bramson and the other members of SHS, using personal
funds.
Item 4. Purpose of the Transaction.
(a) Mr. Bramson acquired the shares reported in Item 3(a) through SHS
as his permitted designee for the purpose of increasing his equity investment in
the Company. Mr. Bramson, as the sole Managing Member and executive officer of
SHS, has the exclusive power to exercise voting rights and make investment
decisions on behalf of SHS with respect to the shares held by SHS. As set forth
in Item 5(a)(ii), Mr. Bramson is deemed to hold beneficial ownership of
approximately 17.9% 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.
(b) One or more of the Filing Parties, including Mr. Bramson, may from
time to time in the future acquire additional shares of Class A Stock, or
dispose of shares of Class A Stock owned by them, in open market or privately
negotiated transactions, depending upon market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on March 31, 1997:
(i) SHS owned 400,000 shares of Class A Stock of the Company,
representing approximately 0.9% of the outstanding shares of Class A Stock of
the Company.
(ii) Mr. Bramson owned directly 2,409,910 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 is also
deemed beneficially to own all 400,000 shares of Class A Stock owned by SHS,
2,695,545 shares owned or controlled by certain other Filing Parties,
Page 5 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
identified in Amendment No. 8, controlled by him and 219,656
shares as to which Mr. Bramson has been granted a voting proxy.
In addition, Mr. Bramson serves as co-administrator of the Ampex
Ampex Retirement Trust, which holds 2,407,480 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 8,135,109, shares, representing approximately
17.9% of the outstanding Class A Stock of the Company.
(iii) The Filing Parties named herein and in Amendment No. 8,
collectively, 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
8,432,026 shares, or approximately 18.5%, 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 the shares of Class A Stock the acquisition of
which is reported in this Amendment. For information concerning ownership of
other shares of Class A Stock by the other Filing Parties, reference is made to
Amendment No. 8, which is hereby incorporated herein by reference. 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
named in this Amendment has effected any transactions in shares of Class A Stock
since the filing of the most recent amendment to this Statement on or about June
6, 1996.
(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) N/A.
(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 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.
The pledge agreement that secures the promissory note of SHS given in
partial payment of the purchase price of the shares of Class A Stock reported
herein contains customary provisions
Page 6 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
giving the Company voting and other remedial rights with respect to the shares
in the event of default. In addition, in the event Mr. Bramson fails to continue
to serve as an officer or director of the Company for certain 24 and 36 month
periods specified in the stock purchase agreement, the Company has the option to
repurchase up to one-half the shares at cost plus interest accrued on the
above-mentioned promissory note.
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.
Page 7 of 21 Pages
C/M: 11115.0000 414618.5
<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: April 8, 1997
/s/ Edward J. Bramson
---------------------
Edward J. Bramson
SH SECURITIES CO., LLC
By:/s/ Edward J. Bramson
---------------------
Edward J. Bramson
Managing Member
Page 8 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
EXHIBIT INDEX
Exhibit A - Stock Purchase Agreement, dated October 22,
1996
Exhibit B - Promissory Note, dated October 23, 1996
Exhibit C - Pledge Agreement, dated October 23, 1996
Exhibit D - Joint Filing Agreement
Page 9 of 21 Pages
C/M: 11115.0000 414618.5
EXHIBIT A
STOCK PURCHASE AGREEMENT
AGREEMENT, dated as of October 22, 1996, between Ampex
Corporation, a Delaware corporation (the "Corporation") and Edward J. Bramson,
Chairman and Chief Executive of the Corporation (the "Executive").
Preliminary Statement.
(a) The Board of Directors of the Corporation has authorized
the Corporation to sell to the Executive or his permitted designee up to 400,000
shares of the Class A Common Stock, par value $0.01 ("Common Stock") of the
Corporation, as an inducement to the Executive to remain as an officer and
director of the Corporation, all on the terms set forth in this Agreement; and
(b) The Corporation and the Executive are entering into this
Agreement in order to evidence the terms of sale to the Executive, and set forth
the terms and conditions thereof.
1. Agreement of Sale. The Corporation hereby agrees
to sell to the Executive up to 400,000 shares (the "Shares") of
Common Stock, at a price of $6.875 per share, upon and subject to
the terms and conditions set forth hereinbelow.
2. Purchase Procedure and Payment.
(i) Purchase Procedure.
(i) Subject to the conditions set forth in this
Agreement, (1) the Executive may purchase the Shares at any time prior
to October 31, 1996 by the delivery of written notice (the "Purchase
Notice") to the Corporation, and (2) the Purchase Notice shall specify
the number of Shares to be purchased and the name of any Permitted
Designee (as defined below) in which the Shares being purchased shall
be registered, and shall contain the following representations and
warranties of the Executive: (u) the Executive is acquiring the Shares
directly or through his Permitted Designee (as the case may be) for his
own account and not with a view to, or present intention of,
distribution thereof in violation of the Securities Act of 1933 (the
"1933 Act") or any applicable state securities laws and will not sell
or permit his Permitted Designee to sell or otherwise transfer the
Shares unless registered or exempt from registration under the 1933 Act
and such state laws, (v) the Executive is able to bear the economic
risks of his investment in the Shares for an indefinite period of time,
(w) the Executive is familiar with the business, financial or other
condition, assets, liabilities, properties,
Page 10 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
operations, management and prospects of the Corporation, (x) the
Executive has had full access to such information concerning the
Corporation as he has requested and is satisfied that there is no
material information concerning the Corporation of which he is unaware,
(y) the Executive has knowledge, skill and experience in business,
financial and investment matters so as to enable the Executive to
understand and evaluate the merits and risks of an investment in the
Shares and form an investment decision with respect thereto and (z)
acknowledges that a portion of the Shares is subject to repurchase by
the Corporation under certain circumstances as provided below.
(ii) Upon receipt of the Purchase Notice and of the
payment therefor specified below, the Corporation shall deliver to the
Executive or his Permitted Designee a certificate or certificates
representing the Shares being purchased, at the Corporation's sole cost
and expense. Unless registered under the 1933 Act, such certificate or
certificates representing the Shares sold to the Executive pursuant to
this Agreement shall bear the following legend:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND ACCORDINGLY MAY NOT BE OFFERED, SOLD OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT."
(ii) Payment. Subject to the provisions of paragraph 3 below,
the Executive shall pay for the Shares purchased pursuant to this Agreement by
delivery of (i) cash, or a check in good funds payable to the Corporation, in an
amount equal to twenty percent (20%) of the purchase price, and (ii) a
promissory note (the "Note") of the Executive for the balance, and a related
pledge agreement (the "Pledge Agreement"), in form and substance reasonably
satisfactory to counsel to the Corporation. The Note shall bear interest,
payable annually on each December 31 during the term thereof and at maturity, at
the Applicable Federal Rate (as defined in the Internal Revenue Code); shall be
due and payable in a single installment on the fifth anniversary date thereof;
shall be secured by a pledge of all the Shares under the Pledge Agreement; and
shall otherwise conform to the terms specified in the resolutions of the Board
of Directors of the Corporation which authorized the sale.
3. Non-Assignability. The Executive shall not assign,
transfer, or otherwise dispose of his rights under this
Agreement, except that Executive may cause a "Permitted
Designee", as defined below, to purchase, pay for and hold the
Shares in its name and for its own account. At the Executive's
election, specified in any Purchase Notice, the Corporation shall
issue and deliver the certificate or certificates representing
Page 11 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
the Shares being purchased by the Executive or his Permitted Designee, against
receipt by the Corporation from the Permitted Designee of the cash and a Note
and Pledge Agreement containing terms specified in paragraph 2(b) above, duly
executed and delivered by the Permitted Designee (in lieu of the Executive), in
payment of the purchase price specified above. The term "Permitted Designee"
shall mean a corporation, limited liability company, partnership or other entity
which, at the time of purchase, is controlled solely by the Executive.
4. Registration Rights. The Corporation hereby grants to the
Executive or his Permitted Designee (as the case may be) the right to cause the
Corporation to register the Shares purchased hereunder for sale under the 1993
Act, on terms comparable to those contained in the Registration Rights
Agreement, dated as of February 10, 1995, between the Corporation and Sherborne
Investments Corporation, as currently in effect.
5. Repurchase Rights. The Corporation shall have the right to
repurchase from the Executive or his Permitted Designee (as the case may be) up
to 200,000 Shares purchased by the Executive pursuant to this Agreement, at
$6.875 per share, if the Executive shall voluntarily resign as both an officer
and a director of the Corporation or shall be terminated for Cause (as defined
below), prior to the second anniversary of the date of this Agreement, or to
repurchase up to 100,000 of such shares, at $6.875 per share, if the Executive
shall so resign or shall be terminated for Cause on or after the second
anniversary of the date of this Agreement and before the third anniversary of
the date of this Agreement, in either case by delivery to the Executive of
written notice of repurchase within 30 days after the effective date of his
resignation or termination. In the event of any such repurchase, the Corporation
shall refund to the Executive (or his Permitted Designee, as the case may be)
the amount of cash paid for such Shares (including any principal or interest
payments on the Note) and return the Note to the obligor against receipt by the
Corporation of the certificate representing the Shares so repurchased and a new
Note in the appropriate principal amount. The Executive shall take all actions
reasonably required in order to cause his Permitted Designee to comply with the
terms of this paragraph 5. The term "Cause" shall mean conviction of a felony
involving acts injurious to the Corporation.
6. Miscellaneous.
(i) This Agreement may not be modified or amended unless
evidenced in writing and signed by the Corporation and the Executive.
(ii) All notices under this Agreement shall be mailed
(registered or certified) or delivered by hand or facsimile
Page 12 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
transmission addressed, if to the Corporation, at 500 Broadway, Redwood City,
California 94063, attention, General Counsel, and, if to the Executive, at his
office at 65 East 55th Street, New York, New York 10022, or at such other
address as may be designated in writing by either of them to the other.
(iii) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(iv) This Agreement shall be binding upon and inure to the
benefit of the heirs, successors and assigns of the parties, subject to the
limitations set forth in paragraph 3.
[End of Text]
Page 13 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
IN WITNESS WHEREOF the parties have executed this Agreement on
the date first set forth above.
AMPEX CORPORATION
By:
---------------------------------
Name: Craig L. McKibben
Title: Vice President
---------------------------------
Name: Edward J. Bramson
Page 14 of 21 Pages
C/M: 11115.0000 414618.5
EXHIBIT B
PROMISSORY NOTE
$2,200,000 October 23, 1996
FOR VALUE RECEIVED, THE UNDERSIGNED, SH SECURITIES CO., LLC, a
New York limited liability company (the "Borrower") HEREBY PROMISES TO PAY to
the order of AMPEX CORPORATION, a Delaware corporation ("Payee"), on October 15,
2001, the principal sum of Two Million Two Hundred Thousand Dollars
($2,200,000), together with interest on the principal amount hereof from time to
time outstanding at the rate of 6.72% per annum. Accrued interest on this Note
shall be payable on each October 15 and on the date of each payment of the
principal hereof until this Note is paid in full.
The Borrower shall have the right, at any time, to prepay all
or any part of the outstanding principal amount without premium or penalty.
The occurrence of any one of the following shall constitute an
Event of Default hereunder:
(a) The Borrower shall default in the payment of the principal
of or accrued interest on this Note when due and such default shall continue for
a period of three (3) days after notice from the holder of this Note;
(b) The Borrower shall default in the performance of any other
term of this Note and such default shall continue for 30 days after notice from
the holder 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:
(a) the holder of this Note may by written notice to the
Borrower declare all or any part of the unpaid balance of this Note immediately
due and payable, whereupon such unpaid balance or part thereof shall become so
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 it
may elect; and
(b) the holder of this Note may proceed to protect and enforce
its rights by suit in equity, action at law and/or other appropriate means and
may exercise any and all rights afforded a
Page 15 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
secured creditor under the Uniform Commercial Code, including without
limitation, enforcement of rights under the Pledge Agreement referred to below.
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.
The Borrower hereby waives presentment, demand, notice,
protest and other demands and notices in connection with the delivery,
acceptance or enforcement of this Note.
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.
This Note is secured by a pledge with the Payee of certain
Collateral under the terms of a Pledge Agreement, of even date, between the
Borrower and the Payee.
No director, officer, employee, member, manager or
stockholder, as such, of the Borrower shall have any liability to the holder of
this Note for any obligations of the Borrower under this Note or for any claims
based on or in respect of such obligations.
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 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,
and if the sender shall have received back a return receipt.
To the Borrower: 65 East 55th Street
New York, NY 10022
To the Payee: 500 Broadway
Redwood City, CA 94063
Attention: Chief Financial Officer
This Note shall be governed by the laws of the State of New
York.
SH SECURITIES CO., LLC
By
---------------------------------
Title: Managing Member
Page 16 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
EXHIBIT C
PLEDGE AGREEMENT, dated as of October 23, 1996, between SH
SECURITIES CO., LLC, a New York limited liability company, as Pledgor, and AMPEX
CORPORATION, a Delaware corporation, as Pledgee.
The Pledgor is entering into this Pledge Agreement in order to
secure repayment of Pledgor's Promissory Note dated the date hereof (the "Note")
to the Pledgee in a principal amount of $2,200,000, representing indebtedness
incurred by Pledgor in connection with its purchase of 400,000 shares of the
Class A Common Stock, par value $0.01 per share ("Common Stock") of the Pledgee,
pursuant to a Stock Purchase Agreement, dated of even date herewith (the
"Purchase Agreement"), between Edward J. Bramson (the "Executive"), and the
Pledgee. The Executive has designated the Pledgor to acquire such shares
pursuant to the Purchase Agreement.
1. Pledge. As collateral security for the due and punctual
payment of the Note, the Pledgor hereby pledges to the Pledgee 400,000 shares of
Common Stock more fully identified in Schedule A hereto (the "Pledged Stock"),
together with the proceeds thereof and, except as set forth in paragraph 2
below, all cash, securities or other property distributed in respect of or in
exchange for the Pledged Stock (collectively, the "Collateral"). Upon delivery
to the Pledgee, the Pledged Stock shall be accompanied by executed stock powers
in blank or other instruments of transfer satisfactory to Pledgee. Upon the
occurrence of an Event of Default, the Pledgee shall have the right to have the
Pledged Stock registered in the name of the Pledgee.
2. Voting Rights; Dividends. Unless and until an Event of
Default under the Note shall have occurred and be continuing, the Pledgor shall
have all voting and consensual rights with respect to the Pledged Stock for any
purpose not inconsistent with the terms of this Pledge Agreement; and the
Pledgor shall be entitled to receive any cash dividends on the Pledged Stock,
but any stock dividends and other distributions of securities or property on or
in exchange for the Pledged Stock shall become part of the Collateral hereunder.
Upon the occurrence and during the continuance of an Event of Default under the
Notes, all such rights shall vest solely in the Pledgee.
3. Remedies upon Default. If an Event of Default under the
Note shall have occurred and be continuing, the Pledgee may exercise all rights
of a secured creditor under the Uniform Commercial Code, including without
limitation the right to sell, at public or private sale, the Collateral. The
Pledgee shall give the Pledgor thirty (30) business days notice of any intention
to make a sale of the Collateral. The proceeds of sale shall be applied first to
the payment of all reasonable costs and
Page 17 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
expenses incurred by the Pledgee in collecting the Note and enforcing its rights
under this Pledge Agreement, second, to the repayment of the Note, and third,
any balance shall be paid over to the Pledgor.
4. No Waiver. No failure on the part of the Pledgee
to exercise any right or remedy hereunder shall operate as a
waiver thereof, and all remedies hereunder are cumulative.
5. Termination; Release. This Agreement shall terminate when
the Note has been fully paid, at which time the Pledgee shall reassign and
deliver to the Pledgor such of the Collateral as has not been sold by the
Pledgee pursuant to the terms hereof, such reassignment to be without
representation or recourse except that the Pledgee shall warrant that it has
made no prior sale, assignment, pledge or encumbrance of the Collateral. Upon
repayment of any portion of the principal of the Note (in an amount not less
than $1,000), the Pledgee shall release, reassign and deliver to the Pledgor a
number of shares of the Pledged Stock equal to the amount so repaid divided by
the product of 0.8 times 6.875.
6. Further Assurances. The Pledgor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments and instruments as the Pledgee may reasonably request in connection
with the pledge of Collateral or in order to better assure and confirm the
Pledgee's rights and remedies hereunder.
7. Binding Agreement; Assignment. This Pledge Agreement shall
be binding upon and inure to the benefit of the parties hereto and to all
holders of the Note and their successors and assigns, except that Pledgor shall
not be permitted to further pledge or encumber the Collateral. Any transferee of
any of the shares of Pledged Stock shall take subject to all Pledgor's
obligations under this Pledge Agreement until such shares have been released or
this Pledge Agreement terminated as provided in paragraph 5 above.
8. Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of New
York.
[END OF TEXT]
Page 18 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
IN WITNESS WHEREOF the parties have executed this Pledge
Agreement as of the day first above written.
SH SECURITIES CO., LLC
By
---------------------------------
Name: Edward J. Bramson
Title: Managing Member
AMPEX CORPORATION
By
---------------------------------
Name: Craig L. McKibben
Title: Vice President
Page 19 of 21 Pages
C/M: 11115.0000 414618.5
<PAGE>
SCHEDULE A
Description of Pledged Stock
400,000 shares of Class A Common Stock, par value $0.01 per share, of Ampex
Corporation registered in the name of SH SECURITIES CO., LLC (Certificate No. A
).
Page 20 of 21 Pages
C/M: 11115.0000 414618.5
EXHIBIT D
JOINT FILING AGREEMENT
The undersigned does hereby agree and consent to the filing
with each of the other Filing Parties named in Amendment No. 8 of a single
statement on Schedule 13D and amendments thereto in accordance with the
provisions of Rule 13d-1(f)(1) of the Securities Exchange Act of 1934.
Dated: April 8, 1997
SH SECURITIES CO., LLC
By:/s/ Edward J. Bramson
---------------------
Edward J. Bramson
Managing Member
Page 21 of 21 Pages
C/M: 11115.0000 414618.5
