-----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, HCtmzCoY2NacdvZV4KWoNvCEsaAaKNEUN3Sr+WfzyM3duCphbsB8jcnhLDooqdSy vHRIgeFLBlEAXGA2GtQzPg== 0000889812-96-000597.txt : 19960603 0000889812-96-000597.hdr.sgml : 19960603 ACCESSION NUMBER: 0000889812-96-000597 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960531 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NESTOR INC CENTRAL INDEX KEY: 0000720851 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133163744 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35599 FILM NUMBER: 96575656 BUSINESS ADDRESS: STREET 1: ONE RICHMOND SQ CITY: PROVIDENCE STATE: RI ZIP: 02906 BUSINESS PHONE: 4013319640 MAIL ADDRESS: STREET 1: 1 RICHMOND SQUARE CITY: PROVIDENCE STATE: RI ZIP: 02906 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RELIANCE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0000083047 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 510113548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK AVE PLZ STREET 2: 55 E 52ND ST 29TH FL CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2129091100 MAIL ADDRESS: STREET 1: PARK AVENUE PLAZA STREET 2: 55 EAST 52ND STREET CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: LEASCO FINANCIAL SERVICES CORP DATE OF NAME CHANGE: 19740414 SC 13D/A 1 AMENDMENT NO. 8 TO GENERAL STATEMENT OF BENEFICIAL OWNERSHIP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* NESTOR, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 64107410 (CUSIP Number) Howard E. Steinberg, Senior Vice President and General Counsel Reliance Financial Services Corporation Park Avenue Plaza, New York, New York 10055 (212) 909-1100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) See Item 5 (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 / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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). SCHEDULE 13D CUSIP No. 64107410 Page 2 of 10 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Reliance Financial Services Corporation IRS Employer's Identification No.: 51-0113548 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 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 872,708 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 872,708 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 872,708 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value per share (the "Security"), of Nestor, Inc. (the "Issuer"), whose principal offices are located at One Richmond Square -19th Floor, Providence, Rhode Island 02906. In accordance with Section 101 of Regulation S-T, this statement restates the Schedule 13D and all amendments thereto filed by Reliance Financial Services Corporation, a Delaware corporation ("Reliance Financial"), in respect of the Security prior to the date hereof. ITEM 2. Identity and Background. This statement is filed by Reliance Financial. Reliance Financial owns all of the common stock of Reliance Insurance Company ("RIC"), a Pennsylvania corporation. RIC and its property and casualty insurance subsidiaries and its title insurance subsidiaries underwrite a broad range of standard commercial and specialty commercial lines of property and casualty insurance, as well as title insurance. All of the capital stock of Reliance Financial is owned by Reliance Group Holdings, Inc., a Delaware corporation ("RGH"). Approximately 45% of the common voting stock of RGH is owned by Saul P. Steinberg, members of his family and affiliated trusts. As a result of his stock holdings in RGH, Saul P. Steinberg may be deemed to control RGH. The principal executive offices of each of Reliance Financial and RGH are located at Park Avenue Plaza, 55 East 52nd Street, New York, New York 10055. The names, addresses and principal occupations of the directors and executive officers of Reliance Financial, all of whom are United State citizens, are as follows: Name and Business Address Position with Reliance - --------------------------------- Financial and Principal Occupation --------------------------- Saul P. Steinberg Chairman of the Board, Chief Reliance Group Holdings, Inc. Executive Officer Park Avenue Plaza and Director, New York, New York 10055 Reliance Financial and RGH Robert M. Steinberg President, Chief Reliance Group Holdings, Inc. Operating Officer and Park Avenue Plaza Director, Reliance New York, New York 10055 Financial and RGH; Chairman of the Board and Chief Executive Officer, RIC George E. Bello Executive Vice Reliance Group Holdings, Inc. President, Park Avenue Plaza Controller and New York, New York 10055 Director, Reliance Financial and RGH Lowell C. Freiberg Senior Vice Reliance Group Holdings, Inc. President, Chief Park Avenue Plaza Financial Officer and New York, New York 10055 Director, Reliance Financial and RGH Henry A. Lambert Senior Vice Reliance Group Holdings, Inc. President--Real Park Avenue Plaza and Estate Investments New York, New York 10055 and Operations, Reliance Financial and RGH; President and Chief Executive Officer, Reliance Development Group, Inc. Dennis J. O'Leary Senior Vice President-- Reliance Group Holdings, Inc. Taxes, Reliance Financial Park Avenue Plaza and RGH New York, New York 10055 Philip S. Sherman Senior Vice President--Group Reliance Group Holdings, Inc. Controller, Reliance Financial Park Avenue Plaza and RGH New York, New York 10055 Bruce L. Sokoloff Senior Vice President-- Reliance Group Holdings, Inc. Administration, Reliance Park Avenue Plaza Financial and RGH New York, New York 10055 Howard E. Steinberg, Esq. Senior Vice President, General Reliance Group Holdings, Inc. Counsel and Corporate Park Avenue Plaza Secretary, Reliance Financial New York, New York 10055 and RGH James E. Yacobucci Senior Vice President-- Reliance Insurance Company Investments and Director, Park Avenue Plaza Reliance Financial, RGH New York, New York 10055 and RIC George R. Baker Director, Reliance WMS Industries Financial 3401 North California Avenue and RGH; Corporate Chicago, Illinois 60618 Director/Advisor various business enterprises Dennis A. Busti Director, Reliance Financial Reliance National and RGH; President and Risk Specialists, Inc. Chief Executive Officer, 77 Water Street Reliance National Risk New York, New York 10005 Specialists, Inc. Dr. Thomas P. Gerrity Director, Reliance Financial The Wharton School and RGH; Dean, the Wharton University of Pennsylvania School of the University of Steinberg Hall- Dietrich Hall Pennsylvania 3620 Locust Walk Philadelphia, PA 19104 Jewell J. McCabe Director, Reliance Financial Jewell Jackson McCabe and RGH; President, Associates Jewell Jackson McCabe Associates 50 Rockefeller Plaza Suite 46 New York, New York 10020 Irving Schneider Director, Reliance Financial Helmsley-Spear, Inc. and RGH; Executive Vice 60 East 42nd Street President, Helmsley-Spear, Inc. New York, New York 10165 Bernard L. Schwartz Director, Reliance Financial Loral Space & Communications Ltd. and RGH; Chairman of the Board, 600 Third Avenue Chief Executive Officer, Loral New York, New York 10016 Space & Communications Ltd.; Chairman of the Board, Chief Executive Officer, Globalstar Richard E. Snyder Director, Reliance Financial c/o Golden Books Family and RGH; Chairman & C.E.O. of Entertainment, Inc. Golden Books Family 850 Third Avenue Entertainment, Inc. New York, New York 10022 Thomas J. Stanton, Jr. Director, Reliance Financial 240 South Mountain Avenue and RGH; Chairman Emeritus of Montclair, New Jersey 07042 National Westminster Bank NJ Neither Reliance Financial nor, to the best of its knowledge, any other person named in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor, except as set forth below, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. On February 17, 1994, in settlement of an administrative proceeding concerning the accounting treatment for certain transactions in 1986 in the fixed income portfolio of RIC, without admitting or denying the allegations against it, RGH agreed to entry of an order by the Securities and Exchange Commission that RGH cease and desist from committing or causing any violation, and from committing or causing any future violation of, Section 13(a) of the Securities Exchange Act of 1934, as amended, and Rules 13a-1 and 13a-3 thereunder. ITEM 3. Source and Amount of Funds or Other Consideration. Not Applicable ITEM 4. Purpose of Transaction. The Securities are held for investment as part of the general investment portfolio of RIC. Subject to availability and price and subject to applicable laws and regulations, RIC may increase its holdings of Securities or dispose of all or a portion of such Securities on terms and at prices determined by it. ITEM 5. Interest in Securities of the Issuer. According to the Issuer's Quarterly Report on Form 10-Q for the three months ended March 31, 1996, the number of shares of the Security outstanding has increased to 8,041,286 shares. As a result, the 872,708 shares of the Security beneficially owned by Reliance Financial comprise, to the best knowledge of Reliance Financial, approximately 10.9% of the Securities outstanding. RIC has sole voting and dispositive power over the Securities beneficially owned by Reliance Financial. To the best knowledge of Reliance Financial, none of the persons named in Item 2 hereof beneficially owns or has the right to acquire more than an aggregate of 5,000 shares of the Security. Neither Reliance Financial, nor to Reliance Financial's knowledge, any of the persons named in Item 2 hereof has effected any transaction in the Security during the 60 days preceding the date of this filing. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None ITEM 7. Material to Be Filed as Exhibits. None 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: May 31, 1996 RELIANCE FINANCIAL SERVICES CORPORATION By: /s/ James E. Yacobucci ----------------------------------- James E. Yacobucci Senior Vice President - Investments -----END PRIVACY-ENHANCED MESSAGE-----