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To: James Feldman who wrote (5646)7/21/2008 2:22:13 PM
From: mikehunt2
   of 5838
 
On second thought, why do you think the judge would even read the letter ?

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To: mikehunt2 who wrote (5647)7/21/2008 3:00:56 PM
From: James Feldman
   of 5838
 
See message #5630 for the answer.

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To: Hal Campbell who wrote (5635)7/21/2008 6:41:02 PM
From: Nosaj
   of 5838
 
<<<The eye opener for me in James' investigation was the pension liability of Sherborne and Newhill>>>

It took a foresnic accountant to uncover this convoluted scheme of Edward Bramson. I guess now we're going to see if there is any justice or if it's a stacked deck in favor of the money guys. This management/debtor team at Ampex are some real bad guys. James has proven they're one in the same. Real good game plan--they know they're on the hook for the pension no matter what, but let's see if we can get rid of the shareholders in the process and everything else remains the same.

Check this out for those of you who don't understand what happened with the pension obligations (correct me if I'm wrong, James). Sherbourne and Newhill were on the hook, Bramson changed the agreement where ampex was 100% liable, but ampex received "NO CONSIDERATION" in return. Meaning this new arrangement is not valid, but Bramson also breached his fiduciary responsibility to the common shareholders of Ampex by setting up this way. Bramson is real scumbag. In doing it this way, he can get rid of us shareholders and Bramson/Irwin can keep the entire company with the patents. Boy, I hope that karma thing comes around.

PS: Hey Hal, nice pickup by the skins of Jason Taylor--real impact player. You guys already had a great D.

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From: James Feldman7/21/2008 9:30:55 PM
   of 5838
 
There are two agreements you need to understand. Agreement #1 (“#1”) is dated 11/22/1994 and it’s between the Pension Benefit Guaranty Corporation (“PBGC”), Hillside, Sherborne, Ampex, and a bunch of entities related to Hillside and/or Sherborne. There are two provisions you need to know about #1. Let’s start with the first provision: Ampex and Hillside are jointly and severally liable for the Required Contributions to the Pension Plans. (See #1, Sections 2.1 and 2.2.) This means that if Ampex doesn’t pay, Hillside has to pay.

The second provision of #1 you need to know is that if Ampex does not contribute from their own funds an amount equal to at least 1/3 of the total Required Contributions for a period of three consecutive years, then the PBGC has the right to make Hillside assume 100% of the obligations. This event occurred by 2004 or earlier, but Ampex never asked the PBGC to make Hillside assume the pension liabilities.

Thus under Agreement #1, Hillside is 100% on the hook for the pension liabilities, one way or the other. #1 says nothing about Ampex paying Hillside back. If you don’t understand this, go back and keep rereading until you do. When you understand Agreement #1, you can graduate to Agreement #2.

Agreement #2 (#2) is dated 12/1/1994 and does not involve the PBGC. It is strictly between Hillside, Sherborne, and Ampex. Of course, Ampex was (and is) controlled by Sherborne/Newhill, and McKibben was signing #2 for both Ampex and Sherborne, which certainly looks like a conflict of interest. Moreover, Ampex has given the false impression to investors in SEC filings and to the Bankruptcy Court that Agreement #2 says that Ampex is 100% liable to Hillside. They omit critical facts. Ampex and Sherborne/Newhill are jointly and severally liable to Hillside for any Required Contributions that Hillside paid, according to #2. (See #2, Section 2.3). In addition, Sherborne/Newhill are the Guarantors, which means they guarantee to repay Hillside, if Ampex doesn’t pay Hillside. (See #2, Section 3.1.)

If you don’t understand this, go back and keep rereading until you do. When you understand Agreement #2, you can graduate to the issue of “consideration.”

For a contract to be enforceable there must be “consideration”—or something of value. In Agreement #1, Ampex had no obligation to repay Hillside. In Agreement #2, Ampex is now liable to repay Hillside from its own funds. While Sherborne/Newhill is jointly and severally liable with Ampex to repay Hillside, and the former are Guarantors, Ampex is surrendering many rights and getting nothing in return. Hence there is no apparent consideration, and there appears to be a conflict of interest as well. Consequently, Agreement #2 might not even be a valid contract.

However, even if #2 is deemed enforceable, then Hillside, Sherborne, and Ampex still violated this agreement because:

(1) Hillside did not seek payment from Sherborne/Newhill as the Guarantors of the Hillside Notes;

(2) Sherborne/Newhill did not repay Hillside; and

(3) Ampex, subject to Sherborne’s and Newhill’s control, did not demand that Sherborne/Newhill repay Hillside.

Again, if you don’t understand this, go back and keep rereading until you do. In my opinion, you do not understand what has been going on until you understand the above facts.

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To: James Feldman who wrote (5650)7/21/2008 10:15:29 PM
From: Nosaj
   of 5838
 
Well then James, if it's so easily understand, then it stands to reason the court and the US trustee should be able to see these conflicts and at least put a stay. Due to these circumstances, maybe form a shareholders committee and allow shareholder to obtain legal counsel??

Can the court just rubber stamp this scam bankruptcy even though the other creditors vote for it??.....meaning they don't care and so the court doesn't really care either??

It appears we're gettin' hosed.

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To: James Feldman who wrote (5630)7/21/2008 10:26:20 PM
From: DONALDX
   of 5838
 
All this is confusing. I cant help but think Ampex is somehow trying to dump the pensioners even though you say they arent. Its common today to do so.

Exactly what a letter from a stockholder would do in court confuses me. What would be the main issue? The dumping of shares while the company goes on Kmart style?

Judges seem to like the big money [Kodak] and its contributions to their elections.

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To: Nosaj who wrote (5651)7/21/2008 11:22:57 PM
From: James Feldman
   of 5838
 
<<Well then James, if it's so easily understand, then it stands to reason the court and the US trustee should be able to see these conflicts and at least put a stay.>>

I am not an attorney and these issues are easy for me to understand. I would say that the Judge and Trustee would find the facts even easier to understand. But that doesn't mean that they are empowered to necessarily act to correct the serious harm here.


<<Due to these circumstances, maybe form a shareholders committee and allow shareholder to obtain legal counsel??>>

It is probably too late for that. Attorneys representing shareholders have already petitioned the Court and the request for an Equity Committee was denied in mid-May 2008. Of course, the attorneys did not present any of the facts that you now know about through my Affidavit. I don't know if there are any remedies to correct this.

<<Can the court just rubber stamp this scam bankruptcy even though the other creditors vote for it??.....meaning they don't care and so the court doesn't really care either??>>

I don't know. Obviously, I have been working under the assumption that the Court does care. However, members of the SI board must take some responsibility for the current state of affairs. I had asked for help in doing the enormous amount of research involved, but no help was given, with the exception of one individual. Consequently, I've had to do nearly all the research myself in my spare time, which has necessarily delayed completing the work.

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To: DONALDX who wrote (5652)7/21/2008 11:27:36 PM
From: James Feldman
   of 5838
 
I understand that you are confused. But it is also apparent that you have not read or studied any of the necessary material that might bring you up to speed. That will take a little time and a little work, but only if you are willing and able.

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To: James Feldman who wrote (5653)7/22/2008 12:05:36 AM
From: Nosaj
   of 5838
 
<<Can the court just rubber stamp this scam bankruptcy even though the other creditors vote for it??.....meaning they don't care and so the court doesn't really care either??>>

I don't know. Obviously, I have been working under the assumption that the Court does care.>>>

Isn't it the sole purpose of the US Trustee to make sure ALL of the creditors involved don't get hosed??....Your affadavit proves this is a scam bankruptcy on many fronts; can they just look the other way??....the fact that Ampex is not liable for the pension liabilities which was the reason the bankruptcy filing. Also, the judge and the us trustee reading your affidavit and knowing the balance sheet had ample cash to make the pension payments. Shouldn't this raise a red flag. This is not rocket science to see the shareholders are getting screwed by Bramson, McKibben, & Irwin.

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To: Nosaj who wrote (5655)7/22/2008 1:11:02 AM
From: James Feldman
   of 5838
 
<<Your affidavit proves this is a scam bankruptcy on many fronts; can they just look the other way??....the fact that Ampex is not liable for the pension liabilities which was the reason the bankruptcy filing. Also, the judge and the us trustee reading your affidavit and knowing the balance sheet had ample cash to make the pension payments. Shouldn't this raise a red flag. This is not rocket science to see the shareholders are getting screwed by Bramson, McKibben, & Irwin.>>

As I indicated, I think that the Judge and Trustee will readily be able to put the facts together from my Affidavit. They may even have done so already. To use a mathematics analogy, the level of the legal issues is somewhere between basic arithmetic and algebra, compared with, say, statistics or calculus.

I'm still looking into what options we have. Meanwhile, there's always the possibility that the Court will care more about justice for shareholders than the readers/posters on this message board. Judging from what I've seen, that wouldn't take much.

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