-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LqYgVPFsv+CO1yG8EFiQ0ErCFw24zAwWmgCZTNp4J6KRQidNboHRGmukPy1UcqfZ 6JG6GvKTC0b+YYqB5cRdZw== 0000903112-97-000521.txt : 19970409 0000903112-97-000521.hdr.sgml : 19970409 ACCESSION NUMBER: 0000903112-97-000521 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970408 SROS: AMEX GROUP MEMBERS: BRAMSON EDWARD J GROUP MEMBERS: C.L. MCKIBBEN GROUP MEMBERS: LANESBOROUGH CORP. GROUP MEMBERS: NEWHILL PARTNERS, L.P. GROUP MEMBERS: SCI GROUP MEMBERS: SHI GROUP MEMBERS: SIC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMPEX CORP /DE/ CENTRAL INDEX KEY: 0000887433 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 133667696 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09690 FILM NUMBER: 97576579 BUSINESS ADDRESS: STREET 1: 500 BROADWAY STREET 2: MAIL STOP 3-36 CITY: REDWOOD CITY STATE: CA ZIP: 94063-3199 BUSINESS PHONE: 4153672011 MAIL ADDRESS: STREET 1: 500 BROADWAY STREET 2: MAIL STOP 3-36 CITY: REDWOOD CITY STATE: CA ZIP: 94063-3199 FORMER COMPANY: FORMER CONFORMED NAME: AMPEX INC /DE/ DATE OF NAME CHANGE: 19940505 FORMER COMPANY: FORMER CONFORMED NAME: AMPEX INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRAMSON EDWARD J CENTRAL INDEX KEY: 0001016268 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BATTLE FOWLER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128567000 MAIL ADDRESS: STREET 1: C/O BATTLE FOWLER LLP STREET 2: 75 E 55TH ST CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 9 TO SCHEDULE 13D 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 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 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 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 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 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 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 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 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 EX-99 2 STOCK PURCHASE AGREEMENT 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 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 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 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 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 EX-99 3 PROMISSORY NOTE 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 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 EX-99 4 PLEDGE AGREEMENT 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 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 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 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 EX-99 5 JOINT FILING AGREEMENT 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 -----END PRIVACY-ENHANCED MESSAGE-----