UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
NESTOR, INC.
____________________________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01
____________________________________________________________
(Title of Class and Securities)
64107410
____________________________________________________________
(CUSIP Number of Class of Securities)
Bruce W. Schnitzer, Wand Partners Inc., 630 Fifth Avenue,
Suite 2435, New York, New York 10111
_____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 5, 1995
____________________________________________________________
(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 ( ):
Check the following box if a fee is being paid with this
Statement ( ):
SCHEDULE 13D
CUSIP NO. 64107410
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAND/NESTOR INVESTMENTS L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
DELAWARE
7 SOLE VOTING POWER
3,898,914
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 3,898,914
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,898,914
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 64107410
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAND/NESTOR INVESTMENTS II INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
DELAWARE
7 SOLE VOTING POWER
302,616
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 302,616
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
302,616
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 64107410
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAND (NESTOR) INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
DELAWARE
7 SOLE VOTING POWER
4,201,530
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 4,201,530
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,201,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 64107410
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MR. BRUCE W. SCHNITZER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
UNITED STATES OF AMERICA
7 SOLE VOTING POWER
4,201,530
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 4,201,530
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,201,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.8%
14 TYPE OF REPORTING PERSON*
IN
The Statement on Schedule 13D filed on August
15, 1994, and amended on April 18, 1995 and July 12,
1995, with respect to the common stock, par value $.01
per share (the "Common Stock") of Nestor, Inc., a
Delaware corporation (the "Company") is hereby further
amended as follows:
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby amended as follows:
(a) As of the date hereof, as a result of the
consummation of the transactions contemplated by the
Revised Standby Agreement and the Rights Offering, the
Wand/Nestor Partnership and the Wand/Nestor II
Partnership may each be deemed pursuant to the Exchange
Act and the rules and regulations promulgated thereunder
to beneficially own respectively 33.2% and 2.6% of the
outstanding shares of Common Stock of the Company. As of
the date hereof, as a result of the relationships and
stock ownership discussed above, the General Partner and
Mr. Schnitzer may each be deemed, pursuant to the
Exchange Act and the rules and regulations promulgated
thereunder, to beneficially own approximately 35.8% of
the outstanding shares of Common Stock of the Company.
Except as set forth in this Item 5(a), none of the Filing
Persons or, to the best knowledge of the Filing Persons,
Mr. Callard, beneficially owns any shares of Company
Common Stock.
Item 5(b) is hereby amended as follows:
(b) The Wand/Nestor Partnership and the
Wand/Nestor II Partnership each has sole power to vote or
direct the vote and sole power to dispose or direct the
disposition of the shares of Company Common Stock
beneficially owned by it as a consequence of its
ownership, of record and beneficially, of Series C
Convertible Preferred Stock, the New Warrant, the Second
Fee Warrant, the warrants acquired as part of the Units,
and the Commitment Shares. By virtue of their
relationship to the Wand/Nestor Partnership and the
Wand/Nestor II Partnership, the General Partner and Mr.
Schnitzer may each be deemed to have concurrent indirect
power to vote or to direct the vote and to dispose or to
direct the disposition of all such shares. Holders of
Series C Convertible Preferred Stock are entitled to vote
on all matters as to which shareholders of the Company
are entitled to vote, with each holder entitled to cast a
number of votes equal to the greatest number of whole
shares of Common Stock into which such holder's shares of
Series C Convertible Preferred Stock could be converted.
(c) Except for the transactions related to the
consummation of the Revised Standby Agreement, none of
the Filing Persons, nor, to the best knowledge of the
Filing Persons, Mr. Callard has effected any transactions
in Common Stock of the Company during the past 60 days.
Item 6. Contracts, Understandings or Relationships with
respect to Securities of the Issuer.
Item 6 is hereby supplemented as follows:
Upon consummation of the Revised Standby
Agreement, the Company, the Wand/Nestor Partnership, the
Wand/Nestor II Partnership and certain other stockholders
of the Company entered into the First Amended and
Restated Registration Rights Agreement dated as of
October 5, 1995, a copy of which is attached hereto as
Exhibit __.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 - Amended and Restated
Registration Rights Agreement,
dated as of October 5, 1995
Exhibit 2 - New Common Stock Purchase
Warrant No. W-N, respecting
928,000 shares of Nestor Common
Stock, dated October 5, 1995 and
issued to the Wand/Nestor
Partnership
Exhibit 3 - Common Stock Purchase Warrant
No. W-Q, respecting 649,600
shares of Nestor Common Stock,
dated October 5, 1995 and issued
to the Wand/Nestor Partnership
Exhibit 4 - New Common Stock Purchase
Warrant No. W-O, respecting
72,000 shares of Nestor Common
Stock, dated October 5, 1995 and
issued to the Wand/Nestor II
Partnership
Exhibit 5 - Common Stock Purchase Warrant
No. W-R, respecting 50,400
shares of Nestor Common Stock,
dated October 5, 1995 and issued
to the Wand/Nestor II
Partnership
Exhibit 6 - Joint Filing Agreement
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete
and correct.
Dated: October 10, 1995
WAND/NESTOR INVESTMENTS L.P.
By: WAND (NESTOR) INC.,
as general partner
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
Title: Chairman
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: October 10, 1995
WAND/NESTOR INVESTMENTS II L.P.
By: WAND (NESTOR) INC.,
as general partner
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
Title: Chairman
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: October 10, 1995
WAND (NESTOR) INC.
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
Title: Chairman
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.
Dated: October 10, 1995
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
1 Amended and Restated Registration
Rights Agreement, dated as of
October 5, 1995 . . . . . . . . . . . . . . . .
2 New Common Stock Purchase Warrant
No. W-N, respecting 928,000
shares of Nestor Common Stock,
dated October 5, 1995 and issued
to the Wand/Nestor Partnership . . . . . . . . .
3 Common Stock Purchase Warrant No.
W-Q, respecting 649,600 shares of
Nestor Common Stock, dated
October 5, 1995 and issued to the
Wand/Nestor Partnership . . . . . . . . . . . .
4 New Common Stock Purchase Warrant
No. W-O, respecting 72,000 shares
of Nestor Common Stock, dated
October 5, 1995 and issued to the
Wand/Nestor II Partnership . . . . . . . . . . .
5 Common Stock Purchase Warrant No.
W-R, respecting 50,400 shares of
Nestor Common Stock, dated
October 5, 1995 and issued to the
Wand/Nestor II Partnership . . . . . . . . . . .
6 Joint Filing Agreement . . . . . . . . . . . . .
JOINT FILING AGREEMENT
The undersigned, and each of them, do hereby agree
and consent to the filing of a single statement on behalf of
all of them on Schedule 13D and amendments thereto, in
accordance with the provisions of Rule 13d-1(f)(1) of the
Securities Exchange Act of 1934.
Dated: October 10, 1995
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
WAND (NESTOR) INC.
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
Title: Chairman
WAND/NESTOR INVESTMENTS L.P.
By: Wand (Nestor) Inc., as
General Partner
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
Title: Chairman
WAND/NESTOR INVESTMENTS II L.P.
By: Wand (Nestor) Inc., as
General Partner
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
Title: Chairman
