EXHIBIT T3E.3
AMPEX CORPORATION
Offer to Exchange
12% Senior Secured Notes due 2008
12% Senior Notes due 2003
To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Ampex Corporation (the "Company") is offering (the "Exchange
Offer"), upon the terms and subject to the conditions set forth in the enclosed
Offering Circular, dated January [___], 2002 (the "Offering Circular"), the
enclosed Letter of Transmittal (the "Letter of Transmittal"), and the Exchange
Agreement, dated January [__], 2002, by and among the Company and each
noteholder that becomes a party thereto (the "Exchange Agreement"), to exchange
its 12% Senior Secured Notes due 2002 (the "New Notes"), for its outstanding 12%
Senior Notes due 2003 (the "Old Notes"). Consummation of the Exchange Offer is
subject to a number of conditions described in the Offering Circular and the
Exchange Agreement.
We are asking you to contact your clients for whom you hold Old
Notes registered in your name or in the name of your nominee or who hold Old
Notes registered in their own names.
The Company will not pay any fees or commissions to any broker or
dealer or other person for soliciting exchanges of Old Notes pursuant to the
Exchange Offer. You will be reimbursed for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Company will pay all transfer taxes, if any, applicable to the
transfer and exchange of Old Notes to it or its order, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Enclosed is a copy of the following documents:
1. The Offering Circular.
2. The Letter of Transmittal for your use and for the
information of your clients.
3. A form of letter which may be sent to your clients for
whose account you hold Old Notes registered in your name
or the name of your nominee, with a space provided for
obtaining such clients' instructions with regard to the
Exchange Offer.
4. A return envelope addressed to The Bank of New York, the
Exchange Agent.
Your prompt action is requested. The Exchange Offer will expire
at 12:00 Midnight, New York City time, on February [___], 2002, unless the
Exchange Offer is extended by the Company (the "Expiration Date"). Old Notes
offered for exchange may be withdrawn at any time prior to 12:00 Midnight, New
York City time, on the Expiration Date.
To participate in the Exchange Offer, certificates for Old Notes
or confirmation of any book-entry transfer into the Exchange Agent's account at
The Depository Trust Company and a duly executed and properly completed Letter
of Transmittal (or facsimile thereof), together with any other required
documents, must be delivered to the Exchange Agent as indicated in the Letter of
Transmittal and the Offering Circular prior to 12:00 Midnight, New York City
time, on the Expiration Date.
Additional copies of the enclosed material may be obtained from
The Bank of New York, the Exchange Agent.
Very truly yours,
AMPEX CORPORATION
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE
EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE OFFERING CIRCULAR OR
THE LETTER OF TRANSMITTAL.
THE EXCHANGE OFFER IS NOT BEING MADE TO, AND THE COMPANY WILL NOT ACCEPT TENDERS
FROM, HOLDERS OF OLD NOTES IN ANY JURISDICTION IN WHICH THE EXCHANGE OFFER OR
THE ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES OR BLUE
SKY LAWS OF SUCH JURISDICTION.
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