-----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, Kp096egT1jLdWhPDrhJdRk/Cg0mc6c1q+63NoTH8jkzs4hnqaw6Mhi4Xd2v26/21 bVeHQbTpfm7dAX394f3n2g== 0000899140-97-000655.txt : 19971009 0000899140-97-000655.hdr.sgml : 19971009 ACCESSION NUMBER: 0000899140-97-000655 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971008 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DECORA INDUSTRIES INC CENTRAL INDEX KEY: 0000743029 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 680003300 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39357 FILM NUMBER: 97692632 BUSINESS ADDRESS: STREET 1: 1 MILL ST CITY: FORT EDWARD STATE: NY ZIP: 12828 BUSINESS PHONE: 5187476255 MAIL ADDRESS: STREET 1: 1 MILL STREET CITY: FORT EDWARD STATE: NY ZIP: 12828 FORMER COMPANY: FORMER CONFORMED NAME: UTILITECH INC DATE OF NAME CHANGE: 19920419 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES CENTRAL INDEX KEY: 0000351262 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: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) DECORA INDUSTRIES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 (Title of Class of Securities) 243593100 (CUSIP Number) Mr. Glenn Krevlin Cumberland Associates 1114 Avenue of the Americas New York, New York 10036 (212) 536-9700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 1, 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 [ ]. SCHEDULE 13D CUSIP No. 243593100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CUMBERLAND ASSOCIATES 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* a[ ] b[X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC,00 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 2,035,500 NUMBER OF 8. SHARED VOTING POWER SHARES BENEFICIALLY 634,000 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON 2,035,500 WITH 10. SHARED DISPOSITIVE POWER 634,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,669,500 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% 14. TYPE OF REPORTING PERSON* PN, IA Item 1. Security and Issuer. This Amendment No. 1, which is being filed pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), amends the Schedule 13D, filed June 20, 1995 (the "Schedule 13D"), of Cumberland Associates, a New York limited partnership, and relates to the Common Stock, par value $.01 per share (the "Common Stock" or the "Shares"), of Decora Industries, Inc. (the "Company"), which has its principal executive offices at One Mill Street, Fort Edward, New York 12828. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Item 2. Identity and Background. Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: This statement is being filed by Cumberland Associates. Cumberland Associates is a limited partnership organized under the laws of the State of New York, and is engaged in the business of managing, on a discretionary basis, eleven securities accounts, the principal one of which is Cumberland Partners. The address of the principal business and office of Cumberland Associates is 1114 Avenue of the Americas, New York, New York 10036. K. Tucker Andersen, Gary Tynes, Oscar S. Schafer, Bruce G. Wilcox, Glenn Krevlin, Andrew Wallach and Eleanor Poppe are the general partners (the "General Partners") of Cumberland Associates. The business address of each of the General Partners is the same as that of Cumberland Associates. Each of the General Partners is a citizen of the United States. Neither Cumberland Associates nor any of the General Partners have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has any such person, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such 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. Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: As of the date hereof, Cumberland Associates held and beneficially owned 2,669,500 shares of Common Stock. The aggregate purchase price of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners, LongView Partners, LongView B and the other managed accounts was $4,175,913. Of this amount, Cumberland Associates invested approximately $2,197,275 on behalf of Cumberland Partners, $714,786 on behalf of LongView Partners, $135,600 on behalf of LongView B and $1,128,252 on behalf of seven of Cumberland Associates' other account holders. The source of funds for the purchase of all such Common Stock of Cumberland Associates was a combination of investment capital contributed by Cumberland Partners, LongView Partners, LongView B and the seven other managed accounts and margin borrowings through the margin accounts of the account holders maintained with Morgan Stanley & Co. Incorporated. By virtue of Rule 13d-3 under the Exchange Act, each of the General Partners may be deemed the beneficial owner of all of the Common Stock purchased by Cumberland Associates on behalf of Cumberland Partners, LongView Partners, LongView B and the other managed accounts, and therefore each General Partner may be deemed to have invested the aggregate amount of funds noted above. None of the General Partners has independently invested any of his or her funds for the purpose of purchasing the Common Stock. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: As of the date hereof, Cumberland Associates beneficially owned 2,669,5001 shares of Common Stock representing 7.3%2 of the Common Stock deemed outstanding on the date hereof. Set forth in Appendix A attached hereto and incorporated herein by reference are descriptions of the transactions in the Common Stock effected by Cumberland Associates within the period beginning 60 days prior to October 1, 1997 through the date of this filing. In addition, each of the General Partners may, by virtue of his position as general partner of Cumberland Associates, be deemed, pursuant to Rule 13d-3 under the Act, to own beneficially the Common Stock of which Cumberland Associates would possess beneficial ownership. Other than in their respective capacities as general partners of Cumberland Associates, none of the General Partners is the beneficial owner of any Common Stock. - ----------------------- (1) As to 2,035,500 Shares of which, there is sole voting power and sole power to dispose or to direct the disposition of such Shares; as to 634,000 Shares of which, there is shared voting power and shared power to dispose or to direct the disposition of such Shares because the seven other account holders may be deemed beneficial owners of such Shares pursuant to Rule 13d-3 under the Act as a result of their right to terminate their discretionary accounts within a period of 60 days. (2) Based on the sum of (i) 35,719,390 shares of Common Stock outstanding, as indicated in the Company's Form 10-Q for the quarter ended June 30, 1997 and (ii) the 937,500 shares of Common Stock acquired by Cumberland Associates on October 1, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Pursuant to management agreements with all of its accounts except Cumberland Partners, LongView Partners and LongView B, Cumberland Associates receives (i) an annual management fee from some of its account holders and (ii) an incentive fee from all of its account holders based, in the case of some of the account holders, on the net appreciation during the preceding fiscal or calendar year in the value of the securities in the account and, in the case of other account holders, on the account's taxable income during the preceding fiscal or calendar year. In the case of the accounts of Cumberland Partners, LongView Partners and LongView B, Cumberland Associates receives an annual management fee from each such account holders which does not include an incentive fee. Except as otherwise set forth in this statement, to the best knowledge of the undersigned, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among or between the undersigned, the General Partners and any other person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: Exhibit 1. Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of Cumberland Partners) and the Company. Exhibit 2. Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of LongView B) and the Company. Exhibit 3. Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of Edwin L. Cox) and the Company. Exhibit 4. Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of Ralco, Inc.) and the Company. After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: October 8, 1997 CUMBERLAND ASSOCIATES By: /s/ Glenn Krevlin Glenn Krevlin General Partner APPENDIX A* 1. TRANSACTIONS EFFECTED BY CUMBERLAND ASSOCIATES DATE OF NO. OF UNITS NO. OF UNITS PRICE PER TRANSACTION PURCHASED SOLD UNIT ----------- ------------ ------------ --------- 10/1/97 685,000 $.80 10/1/97 169,500 $.80 10/1/97 46,000 $.80 10/1/97 37,000 $.80 - ----------------- * Each of the transactions set forth in this Appendix was a privately negotiated purchase of Common Stock from the Company pursuant to the Purchaser's Certificates set forth on Exhibits 1, 2, 3 and 4 hereto. EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1 Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of Cumberland Partners) and the Company. 2 Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of LongView B) and the Company. 3 Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of Edwin L. Cox) and the Company. 4 Purchaser's Certificate, dated as of September 30, 1997, between Cumberland Associates (on behalf of Ralco, Inc.) and the Company. EX-99.1 2 PURCHASER'S CERTIFICATE PURCHASER'S CERTIFICATE DECORA INDUSTRIES, INC. PERSONAL AND CONFIDENTIAL 1 Mill Street Fort Edward, New York 12828 Gentlemen: The undersigned hereby makes application to purchase 685,000 shares of the common stock of Decora Industries, Inc. (the "Company") for $.80 per share for a total consideration of $548,000 upon the terms and conditions set forth herein. The common shares of capital stock of the Company purchased hereunder shall hereinafter be referred to collectively as the "Securities." The undersigned understands that it is contemplated that the Securities will not be registered under the Securities Act of 1933, as amended (the "Act"), or the state blue sky laws. The undersigned also understands that in order to assure that the offering (the "Offering") of the Securities will be exempt from registration under the Act and various state securities laws, each prospective offeree must have such knowledge and experience in financial and business matters in order that such offeree is able to evaluate the risks and merits of an investment in the Securities. The undersigned understands that the information supplied in this Certificate will be disclosed to no one other than the officers and directors of the Company and/or to counsel or accountants for the Company without the undersigned's consent, or unless it is necessary for the Company to use such information to support the exemption from registration under the Act to be claimed for the Offering. For purposes of this Certificate, the undersigned represents and warrants that the information supplied herein is true and correct as of a date immediately prior to the undersigned's purchase of the Securities. In order to induce the Company to extend an offer to purchase the Securities to the undersigned as a prospective offeree of the Securities, the undersigned represents and warrants as follows: (1) The undersigned is either experienced in or knowledgeable with regard to the business of the Company, or 1 either alone or with the undersigned's professional advisers is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of the investment and can otherwise be reasonably assumed to have the capacity to protect the undersigned's own interests in connection with the investment in the Securities. A "professional adviser" for purposes of this representation is a person such as a lawyer, certified accountant, or registered investment adviser who for a fee customarily makes investment decisions and recommendations relied upon by other persons and who is unaffiliated with and not compensated by the Company. (2) The undersigned is an "accredited investor," as that term is defined in Rule 501(a) under the Act. Specifically, the undersigned comes within one of the following categories of accredited investors at the time of the sale of the Securities to the undersigned (all dollar amounts having reference to U.S. dollars): a. Any corporation or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; b. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; c. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; d. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; e. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; and f. Any entity in which all of the equity owners are accredited investors. 2 (3) In evaluating the merits and risks of an investment in the Securities, the undersigned has not relied upon the Company or the Company's attorneys or advisers for legal or tax advice, and has, if desired, in all cases sought the advice of the undersigned's own personal legal counsel and tax advisers. (4) The acquisition of the Securities by the undersigned is solely for the undersigned's own account, for investment, and not with a view to, or to offer or sell for an issuer in connection with, the distribution of the Securities, or to participate or have a direct or indirect participation in any such undertaking, or to participate or have a participation in the direct or indirect underwriting of any such undertaking. The undersigned has no contract, arrangement or understanding with the Company or any other person to participate in the distribution of the Securities. (5) The offer to sell the Securities was directly communicated to the undersigned, and the undersigned was able to ask questions of and receive answers concerning the terms of this transaction. At no time was the undersigned presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. (6) The undersigned has been advised that the Company's authorized capital stock consists of 45,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred Stock, par value $.01 per share, each with the following characteristics: (a) Current Capitalization. Holders of Common Stock are entitled to one vote, either in person or by proxy, for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided by law, action can be taken by a majority of shares entitled to vote at a meeting. Holders of Common Stock are entitled to dividends when and as they may be declared by the Board of Directors out of funds legally available therefor, and, in the event of liquidation or dissolution of the Company, are entitled to share ratably in the assets of the Company remaining after payment of liabilities and payment in respect of any preferred stock. Holders of Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to the Common Stock. The outstanding shares of Common Stock of the Company are fully paid and nonassessable. 3 The 5,000,000 authorized shares of Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors without any approval of stockholders. The Board of Directors has been authorized to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereon. Preferred Stock could be given voting and conversion rights which would dilute the voting power and equity of holders of Common Stock and could rank prior to the Common Stock or a newly created series of Preferred Stock with respect to dividend rights, rights on liquidation or other rights. (b) Intended Capitalization. Concurrent with the Conny acquisition, the Company will issue to a lender a Warrant exercisable at $1.00 per share to purchase 17.5% of the Company on a fully diluted basis (approximately 9,100,000 common shares). Since the Company does not have enough authorized common shares to permit exercise of such a Warrant, the Company will issue to the investor a warrant to purchase Series A Convertible Preferred Stock which together with any warrant for common stock will convert automatically to Common Stock equal to such 7,500,000 shares of common stock when additional shares of common stock are authorized by the Company's shareholders. (7) The undersigned has received and reviewed a copy of the Company's annual report on Form 10-K for the fiscal year ended March 31, 1997; (b) the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997; (c) the Executive Summary describing the Conny transaction dated as of September 11, 1997 prepared by the Company; and (d) certain projections describing the Conny transaction attached as Exhibit A. In addition to the foregoing, the undersigned has had the opportunity to speak directly with officers of the Company concerning the Company's business plan and operations, and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (8) The undersigned represents and warrants to the Company that the information contained in this Certificate is accurate, true, and complete, and understands that an offer of the Securities will not be made to the undersigned until this Certificate has been reviewed, and only then if the Company has reasonable grounds to believe and actually believes that the undersigned has such knowledge and experience in financial and business matters that the undersigned is able to evaluate the merits and risks of an investment in the Securities and that the undersigned is able to bear the economic risks of such investment, and that the sale of Securities to the undersigned 4 otherwise qualifies for exemption from registration under the Act and appropriate state securities laws. (9) The undersigned represents and warrants that it never has been represented, guaranteed, or warranted to the undersigned by any officer or director of the Company, their agents or employees or any other person in connection with the Company, expressly or by implication, any of the following: (a) The approximate or exact length of time that the undersigned will be required to remain as the owner of the Securities; (b) The exact amount of profit and/or amount or type of consideration, profits or losses (including tax benefits) to be realized, if any, by the Company; (c) That the past performance or experience of the officers and directors of the Company, or any other person connected with the Company can predict the results of the ownership of the Securities or the overall success of the Company. (10) The undersigned represents and warrants that the undersigned has been advised that: (a) the sale of the Securities that the undersigned is purchasing has not been registered under the Act, and the Securities must be held indefinitely unless a transfer of the Securities is subsequently registered under the Act or an exemption from such registration is available; (b) the Securities that the undersigned is acquiring are "restricted securities" as that term is defined in Rule 144 promulgated under the Act; (c) any and all certificates representing the Securities shall bear an investment legend restricting the transfer of such Securities (11) If the undersigned is a corporation or partnership, the person executing this Agreement on behalf of such entity has all right, power and authority to so execute and deliver this Agreement on behalf of such corporation or partnership. IN WITNESS WHEREOF, the undersigned has caused its duly authorized officer to execute this Certificate effective as of this 30th day of September, 1997. 5 CUMBERLAND ASSOCIATES By: /s/ Gary Tynes (General Partner) Its: (on behalf of Cumberland Partners) 6 EX-99.2 3 PURCHASER'S CERTIFICATE PURCHASER'S CERTIFICATE DECORA INDUSTRIES, INC. PERSONAL AND CONFIDENTIAL 1 Mill Street Fort Edward, New York 12828 Gentlemen: The undersigned hereby makes application to purchase 169,500 shares of the common stock of Decora Industries, Inc. (the "Company") for $.80 per share for a total consideration of $135,600 upon the terms and conditions set forth herein. The common shares of capital stock of the Company purchased hereunder shall hereinafter be referred to collectively as the "Securities." The undersigned understands that it is contemplated that the Securities will not be registered under the Securities Act of 1933, as amended (the "Act"), or the state blue sky laws. The undersigned also understands that in order to assure that the offering (the "Offering") of the Securities will be exempt from registration under the Act and various state securities laws, each prospective offeree must have such knowledge and experience in financial and business matters in order that such offeree is able to evaluate the risks and merits of an investment in the Securities. The undersigned understands that the information supplied in this Certificate will be disclosed to no one other than the officers and directors of the Company and/or to counsel or accountants for the Company without the undersigned's consent, or unless it is necessary for the Company to use such information to support the exemption from registration under the Act to be claimed for the Offering. For purposes of this Certificate, the undersigned represents and warrants that the information supplied herein is true and correct as of a date immediately prior to the undersigned's purchase of the Securities. In order to induce the Company to extend an offer to purchase the Securities to the undersigned as a prospective offeree of the Securities, the undersigned represents and warrants as follows: (1) The undersigned is either experienced in or knowledgeable with regard to the business of the Company, or 1 either alone or with the undersigned's professional advisers is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of the investment and can otherwise be reasonably assumed to have the capacity to protect the undersigned's own interests in connection with the investment in the Securities. A "professional adviser" for purposes of this representation is a person such as a lawyer, certified accountant, or registered investment adviser who for a fee customarily makes investment decisions and recommendations relied upon by other persons and who is unaffiliated with and not compensated by the Company. (2) The undersigned is an "accredited investor," as that term is defined in Rule 501(a) under the Act. Specifically, the undersigned comes within one of the following categories of accredited investors at the time of the sale of the Securities to the undersigned (all dollar amounts having reference to U.S. dollars): a. Any corporation or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; b. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; c. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; d. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; e. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; and f. Any entity in which all of the equity owners are accredited investors. 2 (3) In evaluating the merits and risks of an investment in the Securities, the undersigned has not relied upon the Company or the Company's attorneys or advisers for legal or tax advice, and has, if desired, in all cases sought the advice of the undersigned's own personal legal counsel and tax advisers. (4) The acquisition of the Securities by the undersigned is solely for the undersigned's own account, for investment, and not with a view to, or to offer or sell for an issuer in connection with, the distribution of the Securities, or to participate or have a direct or indirect participation in any such undertaking, or to participate or have a participation in the direct or indirect underwriting of any such undertaking. The undersigned has no contract, arrangement or understanding with the Company or any other person to participate in the distribution of the Securities. (5) The offer to sell the Securities was directly communicated to the undersigned, and the undersigned was able to ask questions of and receive answers concerning the terms of this transaction. At no time was the undersigned presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. (6) The undersigned has been advised that the Company's authorized capital stock consists of 45,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred Stock, par value $.01 per share, each with the following characteristics: (a) Current Capitalization. Holders of Common Stock are entitled to one vote, either in person or by proxy, for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided by law, action can be taken by a majority of shares entitled to vote at a meeting. Holders of Common Stock are entitled to dividends when and as they may be declared by the Board of Directors out of funds legally available therefor, and, in the event of liquidation or dissolution of the Company, are entitled to share ratably in the assets of the Company remaining after payment of liabilities and payment in respect of any preferred stock. Holders of Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to the Common Stock. The outstanding shares of Common Stock of the Company are fully paid and nonassessable. 3 The 5,000,000 authorized shares of Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors without any approval of stockholders. The Board of Directors has been authorized to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereon. Preferred Stock could be given voting and conversion rights which would dilute the voting power and equity of holders of Common Stock and could rank prior to the Common Stock or a newly created series of Preferred Stock with respect to dividend rights, rights on liquidation or other rights. (b) Intended Capitalization. Concurrent with the Conny acquisition, the Company will issue to a lender a Warrant exercisable at $1.00 per share to purchase 17.5% of the Company on a fully diluted basis (approximately 9,100,000 common shares). Since the Company does not have enough authorized common shares to permit exercise of such a Warrant, the Company will issue to the investor a warrant to purchase Series A Convertible Preferred Stock which together with any warrant for common stock will convert automatically to Common Stock equal to such 7,500,000 shares of common stock when additional shares of common stock are authorized by the Company's shareholders. (7) The undersigned has received and reviewed a copy of the Company's annual report on Form 10-K for the fiscal year ended March 31, 1997; (b) the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997; (c) the Executive Summary describing the Conny transaction dated as of September 11, 1997 prepared by the Company; and (d) certain projections describing the Conny transaction attached as Exhibit A. In addition to the foregoing, the undersigned has had the opportunity to speak directly with officers of the Company concerning the Company's business plan and operations, and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (8) The undersigned represents and warrants to the Company that the information contained in this Certificate is accurate, true, and complete, and understands that an offer of the Securities will not be made to the undersigned until this Certificate has been reviewed, and only then if the Company has reasonable grounds to believe and actually believes that the undersigned has such knowledge and experience in financial and business matters that the undersigned is able to evaluate the merits and risks of an investment in the Securities and that the undersigned is able to bear the economic risks of such investment, and that the sale of Securities to the undersigned 4 otherwise qualifies for exemption from registration under the Act and appropriate state securities laws. (9) The undersigned represents and warrants that it never has been represented, guaranteed, or warranted to the undersigned by any officer or director of the Company, their agents or employees or any other person in connection with the Company, expressly or by implication, any of the following: (a) The approximate or exact length of time that the undersigned will be required to remain as the owner of the Securities; (b) The exact amount of profit and/or amount or type of consideration, profits or losses (including tax benefits) to be realized, if any, by the Company; (c) That the past performance or experience of the officers and directors of the Company, or any other person connected with the Company can predict the results of the ownership of the Securities or the overall success of the Company. (10) The undersigned represents and warrants that the undersigned has been advised that: (a) the sale of the Securities that the undersigned is purchasing has not been registered under the Act, and the Securities must be held indefinitely unless a transfer of the Securities is subsequently registered under the Act or an exemption from such registration is available; (b) the Securities that the undersigned is acquiring are "restricted securities" as that term is defined in Rule 144 promulgated under the Act; (c) any and all certificates representing the Securities shall bear an investment legend restricting the transfer of such Securities (11) If the undersigned is a corporation or partnership, the person executing this Agreement on behalf of such entity has all right, power and authority to so execute and deliver this Agreement on behalf of such corporation or partnership. IN WITNESS WHEREOF, the undersigned has caused its duly authorized officer to execute this Certificate effective as of this 30th day of September, 1997. 5 CUMBERLAND ASSOCIATES By: /s/ Gary Tynes (General Partner) Its: (on behalf of LongView Partners-B) 6 EX-99.3 4 PURCHASER'S CERTIFICATE PURCHASER'S CERTIFICATE DECORA INDUSTRIES, INC. PERSONAL AND CONFIDENTIAL 1 Mill Street Fort Edward, New York 12828 Gentlemen: The undersigned hereby makes application to purchase 46,000 shares of the common stock of Decora Industries, Inc. (the "Company") for $.80 per share for a total consideration of $36,800 upon the terms and conditions set forth herein. The common shares of capital stock of the Company purchased hereunder shall hereinafter be referred to collectively as the "Securities." The undersigned understands that it is contemplated that the Securities will not be registered under the Securities Act of 1933, as amended (the "Act"), or the state blue sky laws. The undersigned also understands that in order to assure that the offering (the "Offering") of the Securities will be exempt from registration under the Act and various state securities laws, each prospective offeree must have such knowledge and experience in financial and business matters in order that such offeree is able to evaluate the risks and merits of an investment in the Securities. The undersigned understands that the information supplied in this Certificate will be disclosed to no one other than the officers and directors of the Company and/or to counsel or accountants for the Company without the undersigned's consent, or unless it is necessary for the Company to use such information to support the exemption from registration under the Act to be claimed for the Offering. For purposes of this Certificate, the undersigned represents and warrants that the information supplied herein is true and correct as of a date immediately prior to the undersigned's purchase of the Securities. In order to induce the Company to extend an offer to purchase the Securities to the undersigned as a prospective offeree of the Securities, the undersigned represents and warrants as follows: (1) The undersigned is either experienced in or knowledgeable with regard to the business of the Company, or 1 either alone or with the undersigned's professional advisers is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of the investment and can otherwise be reasonably assumed to have the capacity to protect the undersigned's own interests in connection with the investment in the Securities. A "professional adviser" for purposes of this representation is a person such as a lawyer, certified accountant, or registered investment adviser who for a fee customarily makes investment decisions and recommendations relied upon by other persons and who is unaffiliated with and not compensated by the Company. (2) The undersigned is an "accredited investor," as that term is defined in Rule 501(a) under the Act. Specifically, the undersigned comes within one of the following categories of accredited investors at the time of the sale of the Securities to the undersigned (all dollar amounts having reference to U.S. dollars): a. Any corporation or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; b. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; c. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; d. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; e. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; and f. Any entity in which all of the equity owners are accredited investors. 2 (3) In evaluating the merits and risks of an investment in the Securities, the undersigned has not relied upon the Company or the Company's attorneys or advisers for legal or tax advice, and has, if desired, in all cases sought the advice of the undersigned's own personal legal counsel and tax advisers. (4) The acquisition of the Securities by the undersigned is solely for the undersigned's own account, for investment, and not with a view to, or to offer or sell for an issuer in connection with, the distribution of the Securities, or to participate or have a direct or indirect participation in any such undertaking, or to participate or have a participation in the direct or indirect underwriting of any such undertaking. The undersigned has no contract, arrangement or understanding with the Company or any other person to participate in the distribution of the Securities. (5) The offer to sell the Securities was directly communicated to the undersigned, and the undersigned was able to ask questions of and receive answers concerning the terms of this transaction. At no time was the undersigned presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. (6) The undersigned has been advised that the Company's authorized capital stock consists of 45,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred Stock, par value $.01 per share, each with the following characteristics: (a) Current Capitalization. Holders of Common Stock are entitled to one vote, either in person or by proxy, for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided by law, action can be taken by a majority of shares entitled to vote at a meeting. Holders of Common Stock are entitled to dividends when and as they may be declared by the Board of Directors out of funds legally available therefor, and, in the event of liquidation or dissolution of the Company, are entitled to share ratably in the assets of the Company remaining after payment of liabilities and payment in respect of any preferred stock. Holders of Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to the Common Stock. The outstanding shares of Common Stock of the Company are fully paid and nonassessable. 3 The 5,000,000 authorized shares of Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors without any approval of stockholders. The Board of Directors has been authorized to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereon. Preferred Stock could be given voting and conversion rights which would dilute the voting power and equity of holders of Common Stock and could rank prior to the Common Stock or a newly created series of Preferred Stock with respect to dividend rights, rights on liquidation or other rights. (b) Intended Capitalization. Concurrent with the Conny acquisition, the Company will issue to a lender a Warrant exercisable at $1.00 per share to purchase 17.5% of the Company on a fully diluted basis (approximately 9,100,000 common shares). Since the Company does not have enough authorized common shares to permit exercise of such a Warrant, the Company will issue to the investor a warrant to purchase Series A Convertible Preferred Stock which together with any warrant for common stock will convert automatically to Common Stock equal to such 7,500,000 shares of common stock when additional shares of common stock are authorized by the Company's shareholders. (7) The undersigned has received and reviewed a copy of the Company's annual report on Form 10-K for the fiscal year ended March 31, 1997; (b) the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997; (c) the Executive Summary describing the Conny transaction dated as of September 11, 1997 prepared by the Company; and (d) certain projections describing the Conny transaction attached as Exhibit A. In addition to the foregoing, the undersigned has had the opportunity to speak directly with officers of the Company concerning the Company's business plan and operations, and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (8) The undersigned represents and warrants to the Company that the information contained in this Certificate is accurate, true, and complete, and understands that an offer of the Securities will not be made to the undersigned until this Certificate has been reviewed, and only then if the Company has reasonable grounds to believe and actually believes that the undersigned has such knowledge and experience in financial and business matters that the undersigned is able to evaluate the merits and risks of an investment in the Securities and that the undersigned is able to bear the economic risks of such investment, and that the sale of Securities to the undersigned 4 otherwise qualifies for exemption from registration under the Act and appropriate state securities laws. (9) The undersigned represents and warrants that it never has been represented, guaranteed, or warranted to the undersigned by any officer or director of the Company, their agents or employees or any other person in connection with the Company, expressly or by implication, any of the following: (a) The approximate or exact length of time that the undersigned will be required to remain as the owner of the Securities; (b) The exact amount of profit and/or amount or type of consideration, profits or losses (including tax benefits) to be realized, if any, by the Company; (c) That the past performance or experience of the officers and directors of the Company, or any other person connected with the Company can predict the results of the ownership of the Securities or the overall success of the Company. (10) The undersigned represents and warrants that the undersigned has been advised that: (a) the sale of the Securities that the undersigned is purchasing has not been registered under the Act, and the Securities must be held indefinitely unless a transfer of the Securities is subsequently registered under the Act or an exemption from such registration is available; (b) the Securities that the undersigned is acquiring are "restricted securities" as that term is defined in Rule 144 promulgated under the Act; (c) any and all certificates representing the Securities shall bear an investment legend restricting the transfer of such Securities (11) If the undersigned is a corporation or partnership, the person executing this Agreement on behalf of such entity has all right, power and authority to so execute and deliver this Agreement on behalf of such corporation or partnership. IN WITNESS WHEREOF, the undersigned has caused its duly authorized officer to execute this Certificate effective as of this 30th day of September, 1997. 5 CUMBERLAND ASSOCIATES By: /s/ Gary Tynes (General Partner) Its: (on behalf of Edwin L. Cox) 6 EX-99.4 5 PURCHASER'S CERTIFICATE PURCHASER'S CERTIFICATE DECORA INDUSTRIES, INC. PERSONAL AND CONFIDENTIAL 1 Mill Street Fort Edward, New York 12828 Gentlemen: The undersigned hereby makes application to purchase 37,000 shares of the common stock of Decora Industries, Inc. (the "Company") for $.80 per share for a total consideration of $29,600 upon the terms and conditions set forth herein. The common shares of capital stock of the Company purchased hereunder shall hereinafter be referred to collectively as the "Securities." The undersigned understands that it is contemplated that the Securities will not be registered under the Securities Act of 1933, as amended (the "Act"), or the state blue sky laws. The undersigned also understands that in order to assure that the offering (the "Offering") of the Securities will be exempt from registration under the Act and various state securities laws, each prospective offeree must have such knowledge and experience in financial and business matters in order that such offeree is able to evaluate the risks and merits of an investment in the Securities. The undersigned understands that the information supplied in this Certificate will be disclosed to no one other than the officers and directors of the Company and/or to counsel or accountants for the Company without the undersigned's consent, or unless it is necessary for the Company to use such information to support the exemption from registration under the Act to be claimed for the Offering. For purposes of this Certificate, the undersigned represents and warrants that the information supplied herein is true and correct as of a date immediately prior to the undersigned's purchase of the Securities. In order to induce the Company to extend an offer to purchase the Securities to the undersigned as a prospective offeree of the Securities, the undersigned represents and warrants as follows: (1) The undersigned is either experienced in or knowledgeable with regard to the business of the Company, or 1 either alone or with the undersigned's professional advisers is capable, by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Securities, and is able to bear the economic risk of the investment and can otherwise be reasonably assumed to have the capacity to protect the undersigned's own interests in connection with the investment in the Securities. A "professional adviser" for purposes of this representation is a person such as a lawyer, certified accountant, or registered investment adviser who for a fee customarily makes investment decisions and recommendations relied upon by other persons and who is unaffiliated with and not compensated by the Company. (2) The undersigned is an "accredited investor," as that term is defined in Rule 501(a) under the Act. Specifically, the undersigned comes within one of the following categories of accredited investors at the time of the sale of the Securities to the undersigned (all dollar amounts having reference to U.S. dollars): a. Any corporation or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; b. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; c. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000; d. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; e. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Act; and f. Any entity in which all of the equity owners are accredited investors. 2 (3) In evaluating the merits and risks of an investment in the Securities, the undersigned has not relied upon the Company or the Company's attorneys or advisers for legal or tax advice, and has, if desired, in all cases sought the advice of the undersigned's own personal legal counsel and tax advisers. (4) The acquisition of the Securities by the undersigned is solely for the undersigned's own account, for investment, and not with a view to, or to offer or sell for an issuer in connection with, the distribution of the Securities, or to participate or have a direct or indirect participation in any such undertaking, or to participate or have a participation in the direct or indirect underwriting of any such undertaking. The undersigned has no contract, arrangement or understanding with the Company or any other person to participate in the distribution of the Securities. (5) The offer to sell the Securities was directly communicated to the undersigned, and the undersigned was able to ask questions of and receive answers concerning the terms of this transaction. At no time was the undersigned presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer. (6) The undersigned has been advised that the Company's authorized capital stock consists of 45,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred Stock, par value $.01 per share, each with the following characteristics: (a) Current Capitalization. Holders of Common Stock are entitled to one vote, either in person or by proxy, for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided by law, action can be taken by a majority of shares entitled to vote at a meeting. Holders of Common Stock are entitled to dividends when and as they may be declared by the Board of Directors out of funds legally available therefor, and, in the event of liquidation or dissolution of the Company, are entitled to share ratably in the assets of the Company remaining after payment of liabilities and payment in respect of any preferred stock. Holders of Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to the Common Stock. The outstanding shares of Common Stock of the Company are fully paid and nonassessable. 3 The 5,000,000 authorized shares of Preferred Stock may be issued from time to time in one or more series as determined by the Board of Directors without any approval of stockholders. The Board of Directors has been authorized to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereon. Preferred Stock could be given voting and conversion rights which would dilute the voting power and equity of holders of Common Stock and could rank prior to the Common Stock or a newly created series of Preferred Stock with respect to dividend rights, rights on liquidation or other rights. (b) Intended Capitalization. Concurrent with the Conny acquisition, the Company will issue to a lender a Warrant exercisable at $1.00 per share to purchase 17.5% of the Company on a fully diluted basis (approximately 9,100,000 common shares). Since the Company does not have enough authorized common shares to permit exercise of such a Warrant, the Company will issue to the investor a warrant to purchase Series A Convertible Preferred Stock which together with any warrant for common stock will convert automatically to Common Stock equal to such 7,500,000 shares of common stock when additional shares of common stock are authorized by the Company's shareholders. (7) The undersigned has received and reviewed a copy of the Company's annual report on Form 10-K for the fiscal year ended March 31, 1997; (b) the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997; (c) the Executive Summary describing the Conny transaction dated as of September 11, 1997 prepared by the Company; and (d) certain projections describing the Conny transaction attached as Exhibit A. In addition to the foregoing, the undersigned has had the opportunity to speak directly with officers of the Company concerning the Company's business plan and operations, and has received satisfactory and complete information concerning the business and financial condition of the Company in response to all inquiries in respect thereof. (8) The undersigned represents and warrants to the Company that the information contained in this Certificate is accurate, true, and complete, and understands that an offer of the Securities will not be made to the undersigned until this Certificate has been reviewed, and only then if the Company has reasonable grounds to believe and actually believes that the undersigned has such knowledge and experience in financial and business matters that the undersigned is able to evaluate the merits and risks of an investment in the Securities and that the undersigned is able to bear the economic risks of such investment, and that the sale of Securities to the undersigned 4 otherwise qualifies for exemption from registration under the Act and appropriate state securities laws. (9) The undersigned represents and warrants that it never has been represented, guaranteed, or warranted to the undersigned by any officer or director of the Company, their agents or employees or any other person in connection with the Company, expressly or by implication, any of the following: (a) The approximate or exact length of time that the undersigned will be required to remain as the owner of the Securities; (b) The exact amount of profit and/or amount or type of consideration, profits or losses (including tax benefits) to be realized, if any, by the Company; (c) That the past performance or experience of the officers and directors of the Company, or any other person connected with the Company can predict the results of the ownership of the Securities or the overall success of the Company. (10) The undersigned represents and warrants that the undersigned has been advised that: (a) the sale of the Securities that the undersigned is purchasing has not been registered under the Act, and the Securities must be held indefinitely unless a transfer of the Securities is subsequently registered under the Act or an exemption from such registration is available; (b) the Securities that the undersigned is acquiring are "restricted securities" as that term is defined in Rule 144 promulgated under the Act; (c) any and all certificates representing the Securities shall bear an investment legend restricting the transfer of such Securities (11) If the undersigned is a corporation or partnership, the person executing this Agreement on behalf of such entity has all right, power and authority to so execute and deliver this Agreement on behalf of such corporation or partnership. IN WITNESS WHEREOF, the undersigned has caused its duly authorized officer to execute this Certificate effective as of this 30th day of September, 1997. 5 CUMBERLAND ASSOCIATES By: /s/ Gary Tynes (General Partner) Its: (on behalf of Ralco, Inc.) 6 -----END PRIVACY-ENHANCED MESSAGE-----