UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
June 30, 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
1,948,800
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,948,800
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,948,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
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
7 SOLE VOTING POWER
NUMBER OF 151,200
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 151,200
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
151,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6%
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
2,100,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,100,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22%
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
2,100,000
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 2,100,000
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,100,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22%
14 TYPE OF REPORTING PERSON*
IN
The Statement on Schedule 13D filed on August
15, 1994, and amended on April 18, 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 2. Identity and Background.
Item 2 is hereby supplemented as follows:
Pursuant to a Stock Purchase Agreement dated as
of June 16, 1995 (the "Stock Purchase Agreement"), the
Wand/Nestor Partnership sold approximately 7.2% of the
Company securities that it currently owns or is
contractually committed to purchase to Wand/Nestor
Investments II L.P. (the "Wand/Nestor II Partnership"), a
Delaware limited partnership. The Wand/Nestor II
Partnership was formed specifically for the purpose of
acquiring and holding the shares of Common Stock and
other Company securities reported in this Statement and
has not engaged in any business other than as disclosed
herein. The General Partner serves as the general
partner of both the Wand/Nestor Partnership and the
Wand/Nestor II Partnership. The term "Filing Persons" as
used herein shall refer collectively to the Wand/Nestor
Partnership, the Wand/Nestor II Partnership, the General
Partner and Mr. Schnitzer.
The Wand/Nestor II Partnership has not during
the past five years (i) been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or
is subject to a judgment, decree, or final order
enjoining future violations of or prohibiting or
mandating activities subject to United States federal or
state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
Item 3 is hereby supplemented as follows:
The consideration for the Company Common Stock
acquired and to be acquired by the Wand/Nestor II
Partnership pursuant to the Stock Purchase Agreement was
provided by the partners of the Wand/Nestor II
Partnership as contributions of capital proportionate to
their partnership interest in the Wand/Nestor II
Partnership.
The Standby Agreement was revised pursuant to
the First Amended and Restated Standby Financing and
Purchase Agreement, dated as of June 30, 1995 (the
"Revised Standby Agreement"), by and between the Company
and the Wand/Nestor Partnership. The Revised Standby
Agreement reflects (i) revised terms for the Rights
Offering (the "Revised Rights") that the Company
contemplates making to holders of its Common Stock and
Convertible Preferred Stock, (ii) an increase in the
outstanding aggregate principal amount of the Loan from
$1,200,000 to $1,700,000 and (iii) the sale to the
Wand/Nestor II Partnership by the Wand/Nestor Partnership
of approximately 7.2% of the Company securities that the
Wand/Nestor Partnership currently owns or is committed to
acquire.
Pursuant to the Revised Standby Agreement, the
Revised Rights will consist of the right to subscribe for
and purchase units (the "Units") at the rate of one Unit
for each five shares of Company Common Stock or into
which a stockholder's Company Convertible Preferred Stock
may be converted. Each Unit will have a subscription
price of $1.50 and will consist of (i) one share of
Series D Convertible Preferred Stock of the Company,
convertible after January 1, 1996 into one share of
Company Common Stock and with the right to receive
dividends, payable in cash or Company Common Stock, at
the rate of 7% per annum and (ii) one warrant to purchase
one-half share of Company Common Stock for a period of
three years after the commencement of the rights offering
at the purchase price of $2.00 per share of Company
Common Stock.
Item 4. Purpose of the Transaction.
Item 4 is hereby supplemented as follows:
The Wand/Nestor II Partnership acquired the
Common Stock purchased pursuant to the Stock Purchase
Agreement (and will acquire the additional Company
securities pursuant to the Revised Standby Agreement and
the Note) for investment.
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
relationships and stock ownerships discussed above 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 20.4% and 1.6% 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 22% 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 the Series C
Convertible Preferred Stock, the Warrant 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.
Item 5(c) is hereby amended as follows:
(c) On June 16, 1995, the Wand/Nestor
Partnership and the Wand/Nestor II Partnership entered
into the Stock Purchase Agreement. The Revised Standby
Agreement was executed on June 30 1995. Except for the
transactions described in this Item 5(c), 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:
As noted in Item 3 above, the Wand/Nestor
Partnership and the Wand/Nestor II Partnership have
entered into the Stock Purchase Agreement and the Company
and the Wand/Nestor Partnership have executed the Revised
Standby Agreement.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1 - First Amended and Restated
Standby Financing and Purchase
Agreement, dated as of June 30,
1995, between the Company and
the Wand/Nestor Partnership
Exhibit 2 - Stock Purchase Agreement, dated
as of June 16, 1995, by and
between the Wand/Nestor
Partnership and the Wand/Nestor
II Partnership
Exhibit 3 - 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: July 12, 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: July 12, 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: July 12, 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: July 12, 1995
By:/s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
EXHIBIT INDEX
Exhibit No. Exhibit Name Page No.
1 First Amended and Restated Standby
Financing and Purchase Agreement,
dated as of June 30, 1995, between
the Company and the Wand/Nestor
Partnership . . . . . . . . . . . . .
* Exhibits A 1 through A 4/Forms
of Promissory Note . . . . . . .
* Exhibit B/Form of New Warrant to
acquire 1,000,000 Shares of
Company Common Stock . . . . . .
* Exhibit C/Form of Fee Warrant to
acquire 700,000 Shares of
Company Common Stock . . . . . .
* Exhibit D/Disclosure Schedule .
* Exhibit E/Legal Opinion . . . .
* Exhibit F/Form of Amended and
Restated Registration Rights
Agreement, to be entered into at
the closing of the Revised
Standby Agreement, among the
Company and certain holders of
its securities, including the
Wand/Nestor Partnership and the
Wand/Nestor II Partnership . . .
2 Stock Purchase Agreement, dated as of
June 16, 1995, by and between the
Wand/Nestor Partnership and the
Wand/Nestor II Partnership . . . . .
3 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: July 12, 1995
By: /s/ Bruce W. Schnitzer
Name: Bruce W. Schnitzer
WAND (NESTOR) INC.
By: /s/ 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
