<PAGE>
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 Section 240.14a-11(c) or
Section240.14a-12
AMPEX CORPORATION
------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
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.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
AMPEX CORPORATION
AMPEX CORPORATION
500 BROADWAY
REDWOOD CITY, CALIFORNIA 94063
April 9, 1998
To Our Stockholders:
You are cordially invited to attend the 1998 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 15, 1998 at 9:00 a.m.
The matters expected to be acted upon at the meeting are described in detail
in the accompanying Notice of 1998 Annual Meeting of Stockholders and Proxy
Statement. A proxy, as well as a copy of the Company's 1997 Annual Report, are
included along with the Proxy Statement. These materials are being sent to
stockholders on or around April 9, 1998.
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,
[SIG]
Edward J. Bramson
Chairman
<PAGE>
AMPEX CORPORATION
500 BROADWAY
REDWOOD CITY, CALIFORNIA 94063
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the 1998 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 15, 1998 at 9:00 a.m.
for the following purposes:
1. To elect two Class I directors to serve until the 2001 Annual Meeting of
Stockholders and until their successors have been elected and qualified
or until their earlier resignation, removal for cause or death. The Board
of Directors has nominated Edward J. Bramson and William A. Stoltzfus,
Jr. for election as Class I 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 31, 1998 are
entitled to notice of and to vote at the meeting and any adjournment thereof.
By Order of the Board of Directors
[SIG]
Edward J. Bramson
CHAIRMAN
REDWOOD CITY, CALIFORNIA
APRIL 9, 1998
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.
<PAGE>
AMPEX CORPORATION
PROXY STATEMENT
APRIL 9, 1998
The accompanying proxy is solicited on behalf of the Board of Directors of
Ampex Corporation, a Delaware corporation ("Ampex" or the "Company"), for use at
the 1998 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
15, 1998 at 9:00 a.m. (the "1998 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 31, 1998 will be entitled to
vote. At the close of business on that date, the Company had 46,056,047 shares
of Class A Stock outstanding and entitled to vote. A majority of the outstanding
Class A Stock (23,028,024 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, 1998. 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 OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Voting Rights.............................................................................................. 1
Solicitation and Revocability of Proxies................................................................... 2
Company Background......................................................................................... 2
Proposal No. 1
Election of Class I 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......................................................................... 9
Report on Repricing of Options............................................................................. 13
Report of the Compensation Committee on Executive Compensation............................................. 16
Company Performance Graph.................................................................................. 19
Certain Relationships and Related Transactions............................................................. 20
Stockholder Proposals for 1999 Annual Meeting.............................................................. 20
Other Business............................................................................................. 20
Annual Report on Form 10-K................................................................................. 21
</TABLE>
ENCLOSURE: AMPEX CORPORATION 1997 ANNUAL REPORT
VOTING RIGHTS
Holders of Class A Stock are entitled to one vote for each share held as of
March 31, 1998 (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.
1
<PAGE>
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 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 1998 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 is a leading innovator in the design and manufacture of high
performance scanning recording devices and digital image processors. Its
specialized recording products are used for the acquisition of data at high
speeds under difficult conditions, such as those in aircraft, and for the
storage of mass computer data, especially images. The Company's principal
product groups are its mass data storage and instrumentation products and its
professional video and other products. The Company has significant experience in
digital image processing and has approximately 1,000 patents and patent
applications in this field and in recording technology, from which it has
derived significant licensing income. The Company's principal licensees are the
manufacturers of consumer video products worldwide. References to "Ampex" or the
"Company" include subsidiaries and predecessors of Ampex Corporation, unless the
context indicates otherwise.
PROPOSAL NO. 1
ELECTION OF CLASS I 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 1997 Annual
Meeting for three-year terms that will expire at the 2000 Annual Meeting. Class
I directors elected at the 1998 Annual Meeting will serve for three-year terms.
A director may not be removed from office before the expiration of his 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 I directors, Mr. Bramson and Mr. Stoltzfus,
have been nominated by the Board for reelection as the Class I directors.
Following the 1998 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 I DIRECTORS
At the 1998 Annual Meeting, stockholders will elect two Class I directors
who will hold office until the 2001 Annual Meeting of Stockholders and until
their respective successors have been elected and qualified
2
<PAGE>
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.
DIRECTORS/NOMINEES
Certain information concerning the Company's incumbent directors, as well as
the nominees for election as Class I directors, is set forth below.
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
- --------------------------------------------- --- --------------------------------------------- ---------------
<S> <C> <C> <C>
CLASS I DIRECTORS/NOMINEES:
Edward J. Bramson(1)(2)(3)................... 47 Director, Chairman of the Board and Chief 1992
Executive Officer of the Company
William A. Stoltzfus, Jr.(2)(3)(4)........... 73 Retired Vice President, Chemical Bank 1992
CLASS II DIRECTOR:
Douglas T. McClure, Jr.(2)(3)(4)............. 45 Managing Director, The Private Merchant 1995
Banking Company
CLASS III DIRECTORS:
Craig L. McKibben(1)......................... 47 Director, Vice President, Chief Financial 1992
Officer and Treasurer of the Company
Peter Slusser(2)(3)(4)....................... 68 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/NOMINEES
Edward J. Bramson, a Class I director and nominee for election, 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, Sherborne & Company Incorporated and
Sherborne Investments Corporation, a limited partner of Newhill Partners, L.P.
and the managing member of SH Securities Co., L.L.C. 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., a Class I director and nominee for election, has
been a director of the Company since September 1992. Mr. Stoltzfus was a Vice
President of Chemical Bank from 1984 through
3
<PAGE>
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.
CLASS III DIRECTORS
Craig L. McKibben 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 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 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 Tyco International Ltd., a global manufacturer,
installer and distributor of a wide range of products and systems, and of
Sparton Corporation, an undersea defense products and electronics contract
manufacturer. He is also a director of Sherborne Holdings Incorporated.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EDWARD J.
BRAMSON AND WILLIAM A. STOLTZFUS, JR. AS CLASS I DIRECTORS.
BOARD AND COMMITTEE MEETINGS
During the year ended December 31, 1997, the Board of Directors met eight
times. Each director who served on the Board during 1997 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 authority 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 1997.
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 1997. Mr.
Slusser did not participate in one of such meetings.
4
<PAGE>
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 1997. Mr.
Slusser did not participate in one of such meetings.
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 1997.
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 1997, 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 $5.75 per share. Such options vest, in full, at the
Company's 1998 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 1997, Mr. McKibben was an executive officer of the
Company and a director of Sherborne Holdings Incorporated ("SHI") and Sherborne
& Company Incorporated ("SCI"), each of which, during 1997, had an executive
officer (Mr. Bramson) who served as a director of the Company and on its
Compensation Committee. In addition, during fiscal 1997, Mr. Bramson was an
executive officer of the Company, a director of SHI, SCI and Sherborne
Investments Corporation, and the managing member of SH Securities Co., LLC.
During 1997, each of these entities had an executive officer (Mr. McKibben) who
served as a director of the Company. See "Certain Relationships and Related
Transactions."
RELATIONSHIP WITH NH HOLDING INCORPORATED
From its incorporation until December 28, 1994, the Company was a subsidiary
of 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 1998 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.
5
<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
46,056,047 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 821 record holders of Class A Stock
(reflecting approximately 21,230 beneficial owners), no record holders of Class
C Stock, and 16 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) 8,310,091 18.0%
Craig L. McKibben(2) 3,050,136 6.6%
Ampex Retirement Master Trust(3) 2,407,480 5.2%
</TABLE>
- ------------------------
(1) Edward J. Bramson is Chairman of the Board and Chief Executive Officer of
the Company. His address is 590 Madison Avenue, 21st Floor, 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 own beneficially 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
6
<PAGE>
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: 2,759,910
shares owned by Mr. Bramson directly (of which up to 200,000 shares are
subject to repurchase by the Company if Mr. Bramson voluntarily resigns or
is terminated for cause (collectively, "ceases to be employed") prior to
certain dates occurring on or before February 18, 1999, and up to 100,000
shares are subject to repurchase if he ceases to be employed prior to
certain dates occurring on or before February 18, 2000); 2,500 shares
subject to outstanding vested options held by Mr. Bramson under the
Company's 1992 Stock Incentive Plan; 1,450,000 shares beneficially owned by
SIC; 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; 376,979
shares beneficially owned by SCI; 693,566 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 590 Madison Avenue, 21st Floor, 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, accordingly, Mr. McKibben may be deemed
to beneficially own all shares of Common Stock beneficially owned by such
trust. However, he 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. McKibben includes the
following: 219,656 shares owned by Mr. McKibben directly; 273,000 shares
subject to outstanding options held by Mr. McKibben under the Company's 1992
Stock Incentive Plan (of which 208,000 such options are currently
exercisable or will become exercisable within 60 days of the Record Date);
150,000 shares subject to outstanding options granted to Mr. McKibben by
SHI; and 2,407,480 shares reported in the table as beneficially owned by the
Ampex 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 2,407,480 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, 1997; 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
7
<PAGE>
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.
<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) 8,310,091 18.0%
Craig L. McKibben(2) 3,050,136 6.6%
Douglas T. McClure, Jr.(3) 22,500 *
Peter Slusser(3) 12,500 *
William A. Stoltzfus, Jr.(3) 13,500 *
Robert L. Atchison(4) 301,000 *
Richard J. Jacquet(5) 131,000 *
Joel D. Talcott(6) 173,000 *
All current directors and executive
officers as a group(7) 9,161,591 19.5%
Noncumulative Preferred Stock, $1.00 par
value.................................... Edward J. Bramson(1) 2,618 3.7%
Craig L. McKibben(2) 2,618 3.7%
All current directors and executive
officers as a group........................ 2,618 3.7%
</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. The shares of Noncumulative Preferred Stock reported in this table
are held by the Ampex Trust. Mr. McKibben serves as co-administrator of this
trust.
(3) Includes 10,000 shares subject to outstanding options that are currently
exercisable or will become exercisable within 60 days of the Record Date.
(4) Represents 301,000 shares subject to outstanding options granted under the
1992 Stock Incentive Plan, of which 220,400 such options are currently
exercisable or will become exercisable within 60 days of the Record Date.
(5) Includes 127,000 shares subject to outstanding options granted under the
1992 Stock Incentive Plan, of which 93,400 such options are currently
exercisable or will become exercisable within 60 days of the Record Date.
(6) Includes 164,500 shares subject to outstanding options granted under the
1992 Stock Incentive Plan, of which 126,025 such options are currently
exercisable or will become exercisable within 60 days of the Record Date.
(7) Includes an aggregate of 898,000 shares subject to outstanding options, of
which 680,325 such options are currently exercisable or will 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.
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
8
<PAGE>
("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 1997 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 1997 have been filed in a timely manner.
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 1997 who were officers as of December 31, 1997
(collectively, the "Named Executives") for their services to the Company and its
subsidiaries during fiscal 1995, 1996 and 1997. The Company does not have
employment contracts with any of the Named Executives. See "Termination of
Employment and Change-in-Control Arrangements," below.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
--------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------- ------------------------- ----------
<CAPTION>
LONG
OTHER SECURITIES TERM ALL OTHER
ANNUAL RESTRICTED UNDERLYING INCENTIVE COMPEN-
NAME AND BONUS COMPEN- STOCK OPTIONS/ PLAN SATION
PRINCIPAL POSITION YEAR SALARY($) ($) SATION($) AWARDS SARS(#)(1) PAYOUTS($) ($)(2)
- ------------------------------------ ---- --------- -------- ---------- ----------- ----------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward J. Bramson, 1997 $ 155,008 $ 0 $0 0 0 $0 $ 0
Chairman and Chief Executive 1996 160,008 0 0 0 0 0 0
Officer(3) 1995 167,505 0 0 0 0 0 0
Robert L. Atchison, 1997 178,500 140,000 0 0 90,000 0 4,000
Vice President 1996 177,683 165,000 0 0 40,000 0 4,000
1995 170,000 160,000 0 0 52,000 0 4,000
Richard J. Jacquet, 1997 157,500 75,000 0 0 37,500 0 4,000
Vice President 1996 156,779 75,000 0 0 22,500 0 4,000
1995 150,000 75,000 0 0 12,000 0 4,000
Craig L. McKibben, 1997 170,004 75,000 0 0 105,000 0 0
Vice President, Treasurer and 1996 170,004 100,000 0 0 25,000 0 0
Chief Financial Officer(4) 1995 170,004 100,000 0 0 104,000 0 0
Joel D. Talcott, 1997 155,160 49,213 0 0 22,500 0 4,000
Vice President and Secretary 1996 154,183 87,801 0 0 67,500 0 4,000
1995 145,000 90,553 0 0 12,000 0 4,000
</TABLE>
- ------------------------
(1) On October 28, 1997, the Stock Incentive Plan Committee of the Board of
Directors authorized the Company to allow the holders of certain "out of the
money" stock options to voluntarily cancel these options in exchange for an
equivalent number of new options with an exercise price of $3.125 (the fair
market value of the Company's Class A Stock on October 28, 1997), but with
different vesting and expiration schedules. Accordingly, of the 90,000
options granted to Mr. Atchison in 1997, 65,000 were granted in exchange for
the cancellation of the same number of options; of the 37,500 options
granted
9
<PAGE>
to Mr. Jacquet in 1997, 30,000 were granted in exchange for the cancellation
of the same number of options; of the 105,000 options granted to Mr.
McKibben in 1997, 65,000 were granted in exchange for the cancellation of
the same number of options; and of the 22,500 options granted to Mr. Talcott
in 1997, 12,500 options were granted in exchange for the cancellation of the
same number of options. See "Report on Repricing of Options" and the
Ten-Year Option/SAR Repricings table, below.
(2) 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.
(3) During the first five months of 1995, Mr. Bramson received no salary
payments directly from the Company. Salary payments during this period 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. Since
June 1995, Mr. Bramson's salary has been paid to him directly by the
Company. Mr. Bramson's salary for 1995, 1996 and 1997 reflects a voluntary
reduction of $7,500, $15,000 and $20,000, respectively, in order to make
funds available for 1995, 1996 and 1997 bonuses to other employees.
(4) During the first five months of 1995, Mr. McKibben received no salary
payments directly from the Company. Salary payments during this period 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. Since
June 1995, Mr. McKibben's salary has been paid to him directly by the
Company.
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.
10
<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
1997 and the potential value of such options at the end of their terms, assuming
certain levels of stock price appreciation.
OPTION/SAR GRANTS IN FISCAL 1997
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS(1) AT
--------------------------------------------------------- ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK
SECURITIES OPTIONS/ PRICE
UNDERLYING SARS APPRECIATION
OPTIONS/ GRANTED TO EXERCISE FOR OPTION
SARS EMPLOYEES OR BASE TERM(1)(2)
GRANTED IN FISCAL PRICE EXPIRATION ------------------
NAME (#) 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.................................. 25,000(5) 2.58% $ 5.8750 9/30/03 $ 52,387 $119,650
25,000(6) 2.58% 3.1250 1/28/04 27,865 63,643
40,000(6) 4.12% 3.1250 1/28/04 44,585 101,829
---------- -----
90,000 9.28%
Richard J. Jacquet.................................. 7,500(4) 0.77% 4.8750 10/18/01 5,811 12,353
10,000(4)&(6) 1.03% 3.1250 1/28/02 4,967 10,560
12,500(6) 1.29% 3.1250 1/28/04 13,933 31,822
7,500(4)&(6) 0.77% 3.1250 1/28/02 3,725 7,919
---------- ----- -------- --------
37,500 3.87% 28,436 62,654
Craig L. McKibben................................... 15,000(4) 1.55% 4.8750 10/18/01 11,623 24,708
25,000(7) 2.58% 4.8750 10/18/03 43,470 99,284
15,000(4)&(6) 1.55% 3.1250 1/28/02 7,450 15,839
25,000(6) 2.58% 3.1250 1/28/04 27,865 63,643
25,000(6) 2.58% 3.1250 1/28/04 27,865 63,643
---------- ----- -------- --------
105,000 10.82% 118,274 267,117
Joel D. Talcott..................................... 10,000(4) 1.03% 5.8750 9/30/01 9,339 19,853
12,500(6) 1.29% 3.1250 1/28/04 13,933 31,822
---------- ----- -------- --------
22,500 2.32% 23,272 51,675
</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 options, 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 on the date of grant 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:
11
<PAGE>
(i) on September 30, 2003, the per share value would be $2.09 at 5% or
$4.79 at 10% (based on a fair market value of $5.875 on June 30,
1997, which is the grant date for the options described in Note 5);
(ii) on January 28, 2004, the per share value would be $1.11 at 5% or
$2.55 at 10% (based on a fair market value of $3.125 per share on
October 28, 1997, which is the grant date for the options described
in Note 6);
(iii) on October 18, 2001, the per share value would be $0.77 at 5% or
$1.65 at 10% (based on a fair market value of $4.875 per share on
July 18, 1997, which is the grant date for the options described in
Note 4);
(iv) on January 28, 2002, the per share value would be $0.50 at 5% or
$1.06 at 10% (based on a fair market value of $3.125 per share on
October 28, 1997, which is the grant date for the options described
in Note 4);
(v) on October 18, 2003, the per share value would be $1.74 at 5% or
$3.97 at 10% (based on a fair market value of $4.875 on July 18,
1997, which is the grant date for the options described in Note 7);
and
(vi) on September 30, 2001 the per share value would be $0.93 at 5% or
$1.99 at 10% (based on a fair market value of $5.875 on June 30,
1997, which is the grant date for the options described in Note 4).
The foregoing values do not reflect appreciation actually realized by the
Named Executives. See "Option/SAR Exercises and Values," below.
(3) For purposes of calculating these percentages, the total options granted to
all employees in fiscal 1997 was 970,000.
(4) These options become exercisable as to 34% of the shares on July 18, 1998
and as to an additional 8.25% each quarter thereafter until July 18, 2000.
(5) These options become exercisable on June 30, 2002 and expire on September
30, 2003.
(6) On October 28, 1997, the Stock Incentive Plan Committee authorized the
holders of certain "out of the money" options to surrender those options for
cancellation in exchange for new options exercisable at $3.125 per share,
which was the fair market value per share of Class A Stock on October 28,
1997. Each such new option is exercisable for the same number of shares as
the canceled option for which it was exchanged and generally follows the
same type of vesting and expiration schedules, but the vesting and
expiration schedules begin again on the new grant date. The Ten-Year
Option/SAR Repricings table included below lists each option granted to a
Named Executive pursuant to the exchange program.
(7) These options become exercisable on July 18, 2002, and expire on October 18,
2003.
OPTION/SAR EXERCISES AND VALUES
The following table provides certain information concerning the exercise of
stock options during 1997 and the value of unexercised options to purchase
shares of the Company's Class A Stock held by the Company's Named Executives as
of December 31, 1997.
12
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1997 AND
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR END FISCAL YEAR END(1)
ACQUIRED ON VALUE -------------------------- -------------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ ----------------- --------------- ----------- ------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Bramson............. 0 n/a 2,500 0 $ 7,344 $ 0
Robert L. Atchison............ 0 n/a 220,400 80,600 121,875 0
Richard J. Jacquet............ 0 n/a 93,400 33,600 49,156.25 0
Craig L. McKibben............. 0 n/a 208,000 65,000 84,500 0
Joel D. Talcott............... 0 n/a 121,075 43,425 41,031.25 0
</TABLE>
- ------------------------
(1) The fair market value per share of Class A Stock on December 31, 1997 was
$2.3125, based on the closing price on the American Stock Exchange (as
reported by an on-line quotation service) on December 31, 1997, which was
the last trading day of the year.
REPORT ON REPRICING OF OPTIONS
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 SUCH INCORPORATION BY REFERENCE OF ANY OTHER PORTIONS OF THIS PROXY
STATEMENT.
On October 28, 1997, the Stock Incentive Plan Committee of the Company's
Board of Directors (the "Stock Committee") authorized an exchange program
pursuant to which the Company offered to holders of certain "out-of-the-money"
stock options issued under the Company's 1992 Stock Incentive Plan (the "Plan")
the right to surrender those options for cancellation in exchange for new
options exercisable at $3.125 per share, which was the fair value per share of
Class A Stock on October 28, 1997. Each new option is exercisable for the same
number of shares as the canceled option for which it was exchanged, and
generally follows the same type of vesting and expiration schedules, but the
vesting and expiration schedules begin on the new grant date. Out-of-the-money
options held by members of the Stock Committee and certain employees who were
involved in the Company's keepered media development program were not eligible
to be exchanged in the exchange program. The Stock Committee believes that this
exchange program was in the best interests of the Company and was necessary in
order for the Plan to continue serving one of its primary purposes--to encourage
key employees to remain with the Company and to contribute toward efforts to
increase the value of the Company's Class A Stock. Prior to their cancellation
pursuant to the exchange program, the out-of-the-money options had exercise
prices ranging from $4.875 to $10.50, and therefore provided little incentive to
employees.
STOCK INCENTIVE PLAN COMMITTEE
Douglas T. McClure, Jr.
Peter Slusser
William A. Stoltzfus, Jr.
13
<PAGE>
The table set forth below provides certain information concerning all
adjustments to the exercise prices of outstanding stock options held by
executive officers of the Company during the past 10 years.
TEN-YEAR OPTION/SAR REPRICINGS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES LENGTH OF
UNDERLYING ORIGINAL
OPTIONS/ MARKET PRICE EXERCISE OPTION TERM
SARS OF STOCK AT PRICE REMAINING AT
REPRICED TIME OF AT TIME OF NEW DATE OF
OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED AMENDMENT AMENDMENT PRICE AMENDMENT
- --------------------------------------------- --------- ----------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Atchison, 10/28/97 40,000 $ 3.125 $ 5.750 $ 3.125 0.2 years
Vice President 25,000 3.125 5.875 3.125 5.9 years
4/25/94 40,000 2.375 6.000 2.375 8.2 years
18,000 2.375 4.750 2.375 9.1 years
-----------
123,000
Richard J. Jacquet, 10/28/97 12,500 3.125 5.750 3.125 5.0 years
Vice President 10,000 3.125 10.500 3.125 1.4 years
7,500 3.125 4.875 3.125 2.0 years
4/25/94 18,000 2.375 6.000 2.375 8.2 years
6,500 2.375 4.750 2.375 9.1 years
-----------
54,500
Craig L. McKibben, 10/28/97 25,000 3.125 5.750 3.125 5.0 years
Vice President and Treasurer 15,000 3.125 4.875 3.125 2.0 years
25,000 3.125 4.875 3.125 5.0 years
4/25/94 40,000 2.375 6.000 2.375 8.2 years
18,000 2.375 4.750 2.375 9.1 years
-----------
123,000
Joel D. Talcott, 10/28/97 12,500 3.125 5.750 3.125 5.0 years
Vice President and Secretary 4/25/94 18,000 2.375 6.000 2.375 8.2 years
6,500 2.375 4.750 2.375 9.1 years
-----------
37,000
</TABLE>
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, 1998, is
$130,000, assuming that payments are made on a straight life or qualified joint
and survivor basis, beginning at age 65.
14
<PAGE>
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.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
FINAL
AVERAGE YEARS OF CREDITED SERVICE
ANNUAL ----------------------------------------------------------------
COMPENSATION 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; 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.
15
<PAGE>
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 1997 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 1997.
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 1995, 1996 and 1997, the Company paid its
executive officers cash bonuses under cash incentive plans based on the
financial performance of the Company and on their individual 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
16
<PAGE>
directors, executive officers and other employees and service providers. Grants
under the Plan during 1997 to 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 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 SEC 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 1997, 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 1997 COMPENSATION
COMPENSATION OF CHIEF EXECUTIVE OFFICER; RELATIONSHIP TO COMPANY
PERFORMANCE. For fiscal 1997, Edward J. Bramson, the Company's Chairman and
Chief Executive Officer, received a salary of $155,000 for his services to the
Company and its subsidiaries. The Compensation Committee had initially set his
salary at $175,000 for 1997. However, Mr. Bramson offered to reduce his salary
by $20,000 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 1997.
In October and November 1997, Mr. Bramson purchased a total of 325,000 shares of
Class A Stock from the Company at prevailing market prices. Of these shares,
162,500 are subject to repurchase by the Company under certain circumstances.
See "Certain Relationships and Related Transactions--Stock Purchases by Edward
J. Bramson," below. 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 1997 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
1997 amply justified his salary. During 1997, the Company's financial
performance reflected significant improvements in earnings and liquidity. In the
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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 1997 was determined by the Compensation Committee
in accordance with the general principles described above. Salary levels
remained similar to fiscal 1996 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 1997 to
all executive officers except Mr. Bramson were appropriate. The bonuses ranged
in amount from $49,213 to $140,000, and totaled approximately $339,213 for the
Company's five executive officers. Of this amount, approximately $149,213 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 1997 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 1997, 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
particular area of responsibility.
During 1997, the Stock Incentive Plan Committee granted options under the
Plan to all executive officers except Mr. Bramson. The options granted to
executive officers (excluding options granted pursuant to the exchange program
described below) ranged from 7,500 shares to 40,000 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 1997," 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.
On October 28, 1997, the Stock Incentive Plan Committee of the Company's
Board of Directors authorized an exchange program pursuant to which holders of
certain "out-of-the-money" stock options issued under the Company's 1992 Stock
Incentive Plan (the "Plan") could elect to surrender those options for
cancellation in exchange for new options exercisable at $3.125 per share, which
was the fair value per share of the Class A Stock on October 28, 1997. Each new
option is exercisable for the same number of shares as the canceled option for
which it was exchanged, and generally follows the same type of vesting and
expiration schedules, but the vesting and expiration schedules begin on the new
grant date. Out-of-the-money options held by members of the Stock Incentive Plan
Committee and certain employees who were involved in the Company's keepered
media development program were not eligible to be exchanged in the exchange
program. The Stock Incentive Plan Committee believed that this exchange program
was in the best interests of the Company and was necessary in order for the Plan
to continue serving one of its primary purposes--to encourage key employees to
remain with the Company and to contribute toward efforts to increase the value
of the Company's Class A Stock.
COMPENSATION COMMITTEE
Peter Slusser, Chairman
Edward J. Bramson
Douglas T. McClure,
Jr. William A. Stoltzfus, Jr.
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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
December 31, 1992 through December 31, 1997 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 DECEMBER 31, 1992 THROUGH DECEMBER 31, 1997*
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
AMPEX CORPORATION S&P 500 S&P HIGH TECHNOLOGY COMPOSITE COMPANIES
<S> <C> <C> <C>
Dec 31, 92 $100.00 $100.00 $100.00
Dec 31, 93 39.22 110.08 123.01
Dec 31, 94 16.67 111.53 143.37
Dec 31, 95 62.75 153.45 206.51
Dec 31, 96 147.06 188.68 292.98
Dec 31, 97 37.25 251.63 369.43
</TABLE>
* Assumes $100 invested in Class A Stock, the S&P 500 Index and the S&P High
Technology Composite Index on December 31, 1992. 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.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From January 1, 1997 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 voting securities, 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, and as
follows:
STOCK PURCHASES BY EDWARD J. BRAMSON
On October 29, 1997, November 7, 1997 and February 18, 1998, the Company
issued a total of 400,000 shares of its Class A Common Stock to Edward J.
Bramson, chief executive officer of the Company. The shares were sold for an
aggregate purchase price of $1,268,752 (based on the fair value per share of
Class A Stock on the date the Company's Board of Directors approved each such
issuance), of which 20% was paid in cash and the balance by promissory notes of
Mr. Bramson. The notes bear interest, payable annually at the applicable Federal
rate, and are payable in full five years after the date of issuance. All of the
400,000 shares have been pledged to the Company as security for payment of the
promissory notes. Of these 400,000 shares, 200,000 are subject to vesting. If
Mr. Bramson voluntarily resigns or is terminated for cause before the first
anniversary of each date of issuance, the Company may repurchase up to half of
the shares purchased on each date of issuance at the original purchase price. If
Mr. Bramson voluntarily resigns or is terminated for cause after the first, but
before the second, anniversary of each date of issuance, the Company may
repurchase up to one-quarter of such 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
from January 1, 1997 through December 31, 1997, which amounted to $141,612, was
paid in 1997.
In October 1996, SH Securities Co., LLC ("SHSC"), a limited liability
company controlled by Mr. Bramson, issued a promissory note to the Company in
connection with the purchase by SHSC, as Mr. Bramson's designee, of 400,000
shares of Class A Stock. The note is due and payable in full in October 2001 and
bears interest at the applicable Federal rate. Accrued interest on the note from
the date of issuance through October 1997, which amounted to $147,840, was paid
in 1997.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholder proposals for inclusion in the Company's Proxy Statement and
proxy relating to the Company's 1999 Annual Meeting of Stockholders must be
received by the Company by December 10, 1998.
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.
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ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
SOLICITED, UPON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1997, FILED
WITH THE SEC, INCLUDING THE FINANCIAL STATEMENTS AND THE SCHEDULES THERETO. THE
COMPANY DOES NOT UNDERTAKE TO FURNISH WITHOUT CHARGE COPIES OF ALL EXHIBITS TO
ITS FORM 10-K, BUT WILL FURNISH SUCH EXHIBITS UPON THE PAYMENT OF A CHARGE EQUAL
TO $15 PER COPY. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO MS. KAREN
SCHWEIKHER, DIRECTOR OF INVESTOR RELATIONS, AMPEX CORPORATION, 500 BROADWAY,
MAIL STOP 4205, REDWOOD CITY, CALIFORNIA 94063. EACH SUCH REQUEST MUST SET FORTH
A GOOD FAITH REPRESENTATION THAT, AS OF MARCH 31, 1998, THE PERSON MAKING THE
REQUEST WAS A BENEFICIAL OWNER OF SECURITIES ENTITLED TO VOTE AT THE MEETING.
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.
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
AMPEX CORPORATION
MAY 15, 1998
^ PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED ^
<TABLE>
<S><C>
PLEASE MARK YOUR
A /X/ VOTES AS IN THIS
EXAMPLE.
For both the WITHHOLD Authority
nominees to vote for both the
listed at right nominees listed at right
1. ELECTION / / / / NOMINEES: Edward J. Bramson
OF William A. Stoltzfus, Jr.
CLASS I
DIRECTORS
To withhold authority to vote for any individual nominee(s),
write name of nominee(s) below:
- ----------------------------------------------------------------
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION / / / / / /
OF COOPERS & LYBRAND L.L.P. AS
INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE 1998 FISCAL YEAR
I PLAN TO ATTEND MEETING / /
The undersigned acknowledges receipt of (a) the Notice of 1998 Annual Meeting
of Stockholders, (b) the accompanying Proxy Statement and (c) the Company's
1997 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 , 1998 SIGNATURE DATE , 1998
---------------- -------- ---------------- --------
Signature if held jointly
PROXY INSTRUCTIONS:
1. Please sign exactly as the name or names appear on your stock certificate
(as indicated hereon).
2. If the shares are issued in the name of two or more persons, all of them
must sign the proxy.
3. A proxy executed by a corporation must be signed in its name by an
authorized officer.
4. Executors, administrators, trustees and partners should indicate their
capacity when signing.
</TABLE>
<PAGE>
AMPEX CORPORATION
CLASS A COMMON STOCK PROXY
FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 15, 1998
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 15, 1998 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
