OMB Number 3235-0287
Expires: September 30, 1998
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
/ / Check this box if no longer subject to Section 16.
Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of
1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person (If the form is filed by more than
one reporting person, see Instruction 4(b)(v).)
Cooper, K. Michael
(Last) (First) (Middle)
500 Broadway, M/S 1204
(Street)
Redwood City, CA 94063-3199
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ampex Corporation (AXC)
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Statement for
(Month/Year)
11/98
5. If Amendment, Date of Original
(Month/Year)
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6. Relationship of Reporting Persons to Issuer
(Check all applicable)
Director 10% Owner
-------- --------
X Officer (give title below) Other (specify
-------- -------- below)
Vice President
7. Individual or Joint/Group filing (Check Applicable Line)
X Form filed by One Reporting Person
--------
Form filed by More than One Reporting Person
--------
786049.1
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<TABLE>
<CAPTION>
TABLE I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<S> <C> <C> <C> <C> <C> <C>
1. Title of 2. Trans 3. Trans 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of
Security action action or Disposed of (D) Securities Form: Indirect
(Instr.3) Date Code (Instr.3, 4 and 5) Benefici- Direct (D) Beneficial
(Month (Instr.8) ally Owned or Ownership
/Date/ at End of Indirect
Year) Month (I) (Instr. 4)
(Inst. 3 (Instr. 4)
and 4)
Code V Amount (A) or Price
(D)
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<TABLE>
<CAPTION>
TABLE II - Derivative Securities Acquired, Disposed
of, or Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
<S> <C> <C> <C> <C> <C>
1. Title of 2. Conver 3. Trans 4. Transaction 5. Number of Deriv 6. Date Exercisable and
Derivative sion or action Code ative Securities Expiration Date
Security Exercise Date Acquired (A) or (Month/Day/Year)
(Instr.3) Price of (Instr. 8) Disposed of (D)
Deri (Month/
vative Day/ (Instr. 3, 4,
Security Year) and 5)
Code V (A) (D) Date Exer Expiration
cisable Date
Option to $2.125 11/6/98 D 125,000 Note 1 Note 1
acquire (Note
1)
Option to $1.0625 11/6/98 A 125,000 Note 2 Note 2
acquire (Note
3)
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. Title of 7. Title and Amount of 8. Price of 9. Number of 10. Ownership 11. Nature of
Derivative Underlying Security Derivative Derivative Form of Deri Indirect Bene
Security Security Securities vative Sec ficial Owner
(Instr.3) (Instr.3 and 4) Beneficially urity: Direct ship (Instr.
(Instr. 5) Owned at End (D) or 4)
of Month Indirect (I)
(Instr. 4)
(Instr. 4)
Title Amount or
Number of
Shares
Option to Class A 125,000 $0 Note 2 D
acquire (Note Common
1) Stock
Option to Class A 125,000 $0 Note 2 D
acquire (Note Common
3) Stock
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<TABLE>
<CAPTION>
<S> <C>
Explanation of Responses:
Note 1: Cancellation of non-qualified stock option originally granted on June
18, 1998 pursuant to Rule 16b-3 under the Ampex Corporation Stock Incentive Plan
(the "Plan"). This option would have become exercisable as to 34% of the
underlying shares on June 18, 1999, and as to the balance at the rate of 8.25%
quarterly thereafter until June 18, 2002, and would have expired as to
equivalent percentages of underlying share 15 months after the applicable
vesting dates for such shares.
Note 2: The column 9 total does not include other options outstanding under the
Plan, because their exercise prices and exercise periods are different.
Note 3: Non-qualified stock option grant pursuant to Rule 16b-3 under the Plan.
The option becomes exercisable as to 34% of the underlying shares on May 6,
1999, and as to an additional 11% quarterly thereafter until November 6, 2000.
The option expires as to equivalent percentages of underlying shares 15 months
after the applicable vesting date for such shares.
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/K. Michael Cooper 12/9/98
------------------------------------------- ------------------------------
**Signature of Reporting Person Date
K. MICHAEL COOPER
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
SEC 1474 (7-96) Page 6
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