DECORA INDUSTRIES INC
SC 13G/A, 2000-07-06
PLASTICS PRODUCTS, NEC
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<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                  SCHEDULE 13G


             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13D-2(B)
                               (AMENDMENT NO. 3)1


                             Decora Industries, Inc.
                             -----------------------
                                (NAME OF ISSUER)


                     Common Stock, $.01 par value per share
                     --------------------------------------
                         (TITLE OF CLASS OF SECURITIES)


                                    243593100
                                    ---------
                                 (CUSIP NUMBER)


                                  June 13, 2000
             ------------------------------------------------------
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

                           |X|      Rule 13d - 1(b)
                           |_|      Rule 13d - 1(c)
                           |_|      Rule 13d - 1(d)

----------

1 The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which could alter the
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 ("Act") 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).


                                   Page 1 of 6



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-------------------                                            -----------------
CUSIP NO. 243593100                       13G                  PAGE 2 OF 6 PAGES
-------------------                                            -----------------

--------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

     State Street Bank & Trust, As Trustee for Textron Master Trust
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (A)      |_|
                                                                  (B)      |_|
--------------------------------------------------------------------------------
3    SEC USE ONLY

--------------------------------------------------------------------------------
4    CITIZENSHIP OR PLACE OF ORGANIZATION

     A Massachusetts Trust
--------------------------------------------------------------------------------
                   5    SOLE VOTING POWER
NUMBER OF
SHARES                  0
                   -------------------------------------------------------------
BENEFICIALLY       6    SHARED VOTING POWER
OWNED BY
EACH                    0
                   -------------------------------------------------------------
REPORTING          7    SOLE DISPOSITIVE POWER
PERSON
WITH                    0
                   -------------------------------------------------------------
                   8    SHARED DISPOSITIVE POWER

                        0
--------------------------------------------------------------------------------
9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                       0
--------------------------------------------------------------------------------
10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
     EXCLUDES CERTAIN SHARES*                                               |_|

--------------------------------------------------------------------------------
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


                       0%
--------------------------------------------------------------------------------
12   TYPE OF REPORTING PERSON*

                       EP
--------------------------------------------------------------------------------

                      * SEE INSTRUCTIONS BEFORE FILLING OUT


<PAGE>   3
-------------------                                            -----------------
CUSIP NO. 243593100                       13G                  PAGE 3 OF 6 PAGES
-------------------                                            -----------------


ITEM 1(A).     NAME OF ISSUER:

               Decora Industries, Inc. (the "Company")

ITEM 1(B).     ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

               One Mill Street, Fort Edward, NY 12828

ITEM 2(A).     NAME OF PERSON FILING:

               State Street Bank & Trust, as Trustee for Textron Master Trust

ITEM 2(B).     ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

               One Enterprise Drive, Master Trust - W6C, North Quincy, MA 02171,
               Attn: Thomas C. Poppey

ITEM 2(C).     CITIZENSHIP:

               Massachusetts

ITEM 2(D).     TITLE OF CLASS OF SECURITIES:

               Common Stock, $.01 par value per share, of the Company ("Common
               Stock")

ITEM 2(E).     CUSIP NUMBER:

               243593100

ITEM 3.        IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B),
               OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

               (a) |_|  Broker or dealer registered under Section 15 of the
                        Exchange Act;
               (b) |_|  Bank as defined in Section 3(a)(6) of the Exchange Act;
               (c) |_|  Insurance company as defined in Section 3(a)(19) of the
                        Exchange Act;
               (d) |_|  Investment company registered under Section 8 of the
                        Investment Company Act;
               (e) |_|  An investment adviser in accordance with Rule 13-d(b)(1)
                        (ii)(E);
               (f) |X|  An employee benefit plan or endowment fund in
                        accordance with Rule 13d-1(b)(1)(ii)(F);
               (g) |_|  A parent holding company or control person in
                        accordance with Rule 13d-1(b)(1)(ii)(G);
               (h) |_|  A savings association as defined in Section 3(b) of the
                        Federal Deposit Insurance Act;
               (i) |_|  A church plan that is excluded from the definition of
                        an investment company under Section 3(c)(14) of the
                        Investment Company Act;
               (j) |_|  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

               If this statement is filed pursuant to Rule 13d-1(c),
               check this box.   |_|


<PAGE>   4
-------------------                                            -----------------
CUSIP NO. 243593100                       13G                  PAGE 4 OF 6 PAGES
-------------------                                            -----------------



ITEM 4.       OWNERSHIP.

              (a)  Amount beneficially owned:

                   0

              (b)  Percent of Class:

                   0%

              (c)  Number of shares to which such person has:

                   (i)   Sole power to vote or to direct the vote:

                         0

                   (ii)  Shared power to vote or to direct the vote:

                         0

                   (iii) Sole power to dispose or to direct the disposition of:

                         0

                   (iv)  Shared power to dispose or direct the disposition of:

                         0


ITEM 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

              This statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities.

ITEM 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

              Not applicable

ITEM 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
              ACQUIRED THE SECURITY BEING REPORTED BY THE PARENT HOLDING
              COMPANY.

              Not applicable

ITEM 8.       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

              Not applicable

ITEM 9.       NOTICE OF DISSOLUTION OF A GROUP.

              Not applicable



<PAGE>   5
-------------------                                            -----------------
CUSIP NO. 243593100                       13G                  PAGE 5 OF 6 PAGES
-------------------                                            -----------------



ITEM 10.      CERTIFICATION.

              By signing below I certify that, to the best of my knowledge and
              belief, the securities referred to above were acquired and are
              held in the ordinary course of business and were not acquired and
              are not held for the purpose of or with the effect of changing or
              influencing the control of the issuer of the securities and were
              not acquired and are not held in connection with or as a
              participant in any transaction having that purpose or effect.



<PAGE>   6
-------------------                                            -----------------
CUSIP NO. 243593100                       13G                  PAGE 6 OF 6 PAGES
-------------------                                            -----------------




                                    SIGNATURE

               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.


                                   Date:   June 30, 2000
                                           -------------------------------

                                   STATE STREET BANK & TRUST: AS TRUSTEE FOR
                                   TESTRON MASTER TRUST



                                   By:       /S/  KEVIN A. MILLER
                                           ----------------------------------
                                           Name:  Kevin A. Miller
                                           Title: Assistant Vice President






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