UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. __4__)*
CONCORD CAMERA CORP.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
206156101
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(CUSIP Number)
Ralph Sutcliffe, Esq.
Kronish Lieb Weiner & Hellman LLP
1114 Avenue of the Americas
New York, New York 10036
212-469-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 30, 2003
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 206156101 13D Page 2 of 9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ira B. Lampert
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
SHARES 1,199,715
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,075,066
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,009,715
PERSON
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10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,274,781 (see Item 5 below)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 206156101 13D Page 3 of 9
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brian F. King
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 367,260
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 146,666
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
513,926
PERSON
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10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
513,926
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 206156101 13D Page 4 of 9
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith L. Lampert
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
349,689
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 110,000
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
459,689
PERSON
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10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,689
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 206156101 13D Page 5 of 9
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arthur Zawodny
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
9,250
SHARES
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8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 22,400
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
31,650
PERSON
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10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,650
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 206156101 13D Page 6 of 9
Item 1. Security and Issuer.
This statement relates to the common stock, no par value per share (the
"Common Stock") of Concord Camera Corp., a New Jersey corporation (the
"Issuer"). The address of the Issuer's principal executive office is 4000
Hollywood Boulevard, Presidential Circle - Suite 650N, Hollywood, Florida 33021.
Item 2. Identity and Background.
(a)-(c), (f) This statement is being filed by a group of four
individuals (individually, a "Filing Person" and collectively, the "Group") who
are either officers or employees of the Company and have purchased shares of
Common Stock pursuant to the Management Equity Provisions of the Issuer's 1993
Incentive Plan (the "MEP Plan").
The name and principal occupation of each Filing Person is set
forth below. The principal business address of each Filing Person is Concord
Camera Corp., 4000 Hollywood Boulevard, Presidential Circle - Suite 650N,
Hollywood, FL 33021. Each Filing Person is a citizen of the United States.
Name Principal Occupation
---- --------------------
Ira B. Lampert Chairman of the Board & Chief Executive Officer
Brian F. King Senior Executive Vice President and Asst. Secretary
Keith L. Lampert Executive Vice President and Chief Operating Officer
Arthur Zawodny Senior Technical Advisor
(d)(e) During the last five years, no Filing Person has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such Filing Person 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.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
In connection with the preparation of the Issuer's proxy statement, it
was determined that there was a change in beneficial ownership by the Group in
excess of 1%. In addition, since the filing of Amendment No. 3 on February 11,
2000, Harlan Press sold all of his shares of Common Stock subject to the MEP
Plan. As a result, Mr. Press is no longer a member of the Group.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, Mr. Ira B. Lampert may be deemed to
beneficially own 2,274,781 Shares of Common Stock of the Issuer representing
7.7% of the total class, consisting of
CUSIP No. 206156101 13D Page 7 of 9
622,399 shares of Common Stock purchased outside of the MEP Plan, 432,344 shares
of Common Stock purchased under the MEP Plan, an aggregate of 954,972 options
(377,656 of which were acquired under the MEP Plan) exercisable within 60 days
of November 30, 2003, and an additional 265,066 MEP Plan shares of Common Stock
over which Mr. Ira B. Lampert has voting power.
As of the date of this filing, Mr. King is the beneficial owner of an
aggregate of 513,926 shares of Common Stock of the Issuer representing 1.8% of
the total class, consisting of 145,000 shares of Common Stock purchased outside
of the MEP Plan, 146,666 shares of Common Stock purchased under the MEP Plan and
222,260 options (none of which were acquired under the MEP Plan) exercisable
within 60 days of November 30, 2003.
As of the date of this filing, Mr. Keith Lampert is the beneficial
owner of an aggregate of 459,689 shares of Common Stock of the Issuer
representing 1.6% of the total class, consisting of 100,000 shares of Common
Stock purchased outside of the MEP Plan, 110,000 shares of Common Stock
purchased under the MEP Plan and 249,689 options (none of which were acquired
under the MEP Plan) exercisable within 60 days of November 30, 2003.
As of the date of this filing, Mr. Zawodny is the beneficial owner of
an aggregate of 31,650 shares of Common Stock of the Issuer representing 0.1% of
the total class, consisting of 8,400 shares of Common Stock purchased under the
MEP Plan and an aggregate of 23,250 options (14,000 of which were acquired under
the MEP Plan) exercisable within 60 days of November 30, 2003.
(b) As of the date of this filing, Mr. Ira B. Lampert has the sole
power to vote or direct the voting of the 2,009,715 shares of Common Stock
beneficially owned by him, consisting of (i) 954,972 shares that may be acquired
pursuant to stock options exercisable within 60 days of November 30, 2003; (ii)
698,732 shares owned directly; (iii) 331,011 shares, the receipt of which was
deferred by Mr. Lampert until July 1, 2005 under the Company's Deferred Delivery
Plan, but which could be acquired by him within 60 days of November 30, 2003
under certain limited circumstances described in that plan; and (iv) 25,000
shares held by a ss.501(c)(3) charitable trust of which Mr. Lampert is a trustee
with voting and dispositive power. In addition, pursuant to a Voting Agreement a
copy of which was filed with the Securities and Exchange Commission on March 6,
1997 as Exhibit F to Amendment No. 1 to Schedule 13D (the "Voting Agreement"),
since Mr. Lampert currently owns a majority of the Issuer's Common Stock
governed by the Voting Agreement, he has the power to vote or direct the vote of
an additional 265,066 shares of Common Stock. Mr. Ira Lampert has the sole power
to dispose of or direct the disposition of the 2,009,715 shares of Common Stock
beneficially owned by him. Mr. Ira Lampert does not have the power to dispose of
or direct the disposition of those shares beneficially owned by Messrs. King,
Keith Lampert or Zawodny.
As of the date of this filing, Mr. King has the sole power to vote1 or
direct the vote of 367,260 non-MEP shares of Common Stock beneficially owned by
him. Mr. King shares the power to vote or direct the vote of an additional
146,666 shares of Common Stock subject to the MEP Plan and the Voting Agreement.
Mr. King has the sole power to dispose of or direct the disposition of all of
the 513,926 shares of Common Stock beneficially owned by him.
--------
1 In all instances herein, where disclosures are made as to the power to vote or
direct the vote of shares, the shares of the Issuer's Common Stock that may be
acquired within 60 days of November 30, 2003 have been included.
CUSIP No. 206156101 13D Page 8 of 9
As of the date of this filing, Mr. Keith Lampert has the sole power to
vote or direct the vote of 349,689 non-MEP shares of Common Stock beneficially
owned by him. Mr. Keith Lampert shares the power to vote or direct the vote of
an additional 110,000 shares of Common Stock subject to the MEP Plan and the
Voting Agreement. Mr. Keith Lampert has the sole power to dispose of or direct
the disposition of all of the 459,689 shares of Common Stock beneficially owned
by him.
As of the date of this filing Mr. Zawodny has the sole power to vote or
direct the vote of 9,250 non-MEP shares of Common Stock beneficially owned by
him. Mr. Zawodny shares the power to vote or direct the vote of an additional
22,400 shares of Common Stock subject to the MEP Plan and the Voting Agreement.
Mr. Zawodny has the sole power to dispose of or direct the disposition of all of
the 31,650 Shares beneficially owned by him.
(c) There were no transactions by the any Filing Person within the last
60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
By resolution dated January 18, 2001, the Board of Directors of the
Issuer waived the provisions in the MEP Plan (as such provisions are described
in Amendment No. 3 to Schedule 13D, as filed with the Securities and Exchange
Commission on February 11, 2000) that required each Filing Person to own a
number of shares of Common Stock equal to not less than 50% of the sum of any
shares issued to such Filing Person pursuant to the MEP Plan plus any shares
issuable upon the exercise of options issued to such Filing Person pursuant to
the MEP Plan.
Item 7. Material to be Filed as Exhibits.
None
CUSIP No. 206156101 13D Page 9 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2003 IRA B. LAMPERT
Hollywood, Florida BRIAN F. KING
KEITH L. LAMPERT
ARTHUR ZAWODNY
By: /s/ Ira B. Lampert
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Ira B. Lampert, Attorney-in-Fact