-----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, HuOtBFtk+KIPLdhgXWuDJO8bz5bhPy2OzDrepqsxZM8hrO1PwWBdTqSe/dClYWEk qcGEM+QAr5rK8DPGCV2Hcw== 0000889812-98-002075.txt : 19980828 0000889812-98-002075.hdr.sgml : 19980828 ACCESSION NUMBER: 0000889812-98-002075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980827 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-35599 FILM NUMBER: 98698768 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. 10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* NESTOR, INC. - ------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - ------------------------------------------------------------------------------ (Title of Class of Securities) 64107410 - ------------------------------------------------------------------------------ (CUSIP Number) Howard E. Steinberg Executive Vice President and General Counsel Reliance Financial Services Corporation Park Avenue Plaza 55 East 52nd Street New York, New York 10055 - ------------------------------------------------------------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) 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 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). CUSIP NO......64107410................ - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON I.R.S IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) RELIANCE FINANCIAL SERVICES CORPORATION I.R.S. EMPLOYER 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* N/A - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [X] - ------------------------------------------------------------------------------ 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 9 SOLE DISPOSITIVE POWER PERSON 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) 5.0% - ------------------------------------------------------------------------------ 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. 2 The following information amends or supplements, as the case may be, the information previously filed by Reliance Financial Services Corporation ("Reliance Financial") relating to the ownership by its subsidiaries of the class of securities (the "Security") listed on the cover of this Schedule 13D. ITEM 2. Identity and Background. Item 2 is restated in its entirety to read as follows: This statement is filed by Reliance Financial, a Delaware corporation. Reliance Financial owns all of the outstanding stock of Reliance Insurance Company ("RIC"), a Pennsylvania corporation. RIC and its property and casualty insurance subsidiaries underwrite a broad range of standard commercial and specialty commercial lines of property and casualty insurance. All of the capital stock of Reliance Financial is owned by Reliance Group Holdings, Inc., a Delaware corporation ("RGH"). Approximately 43.7% 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, address and principal occupations of the directors and executive officers of Reliance Financial, all of whom are United States citizens, are as follows: Position with Reliance Name and Business Address Financial and Principal Occupation - ------------------------- ---------------------------------- Saul P. Steinberg Chairman of the Board, Chief Reliance Group Holdings, Inc. Executive Officer and Director, Park Avenue Plaza Reliance Financial and RGH New York, New York 10055 Robert M. Steinberg President, Chief Operating Reliance Group Holdings, Inc. Officer and Director, Reliance Park Avenue Plaza Financial and RGH; Chairman of New York, New York 10055 the Board and Chief Executive Officer, RIC 3 George E. Bello Executive Vice President, Reliance Group Holdings, Inc. Controller and Director, Park Avenue Plaza Reliance Financial and RGH New York, New York 10055 Lowell C. Freiberg Executive Vice President, Chief Reliance Group Holdings, Inc. Financial Officer and Director, Park Avenue Plaza Reliance Financial and RGH New York, New York 10055 Howard E. Steinberg, Esq. Executive Vice President, General Reliance Group Holdings, Inc. Counsel and Corporate Park Avenue Plaza Secretary, Reliance Financial New York, New York 10055 and RGH Albert A. Benchimol Senior Vice President and Reliance Group Holdings, Inc. Treasurer, Reliance Financial Park Avenue Plaza and RGH New York, New York 10055 Henry A. Lambert Senior Vice President--Real Reliance Group Holdings, Inc. Estate Investments and Park Avenue Plaza Operations, Reliance Financial New York, New York 10055 and RGH; President and Chief Executive Officer, Reliance Development Group, Inc. Dennis J. O'Leary Senior Vice President--Taxes, Reliance Group Holdings, Inc. Reliance Financial and RGH Park Avenue Plaza New York, New York 10055 Senior Vice President--Group Philip S. Sherman Controller, Reliance Financial Reliance Group Holdings, Inc. and RGH Park Avenue Plaza 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 4 James E. Yacobucci Senior Vice President-- Reliance Insurance Company Investments and Director, Park Avenue Plaza Reliance Financial, RGH and RIC New York, New York 10055 Paul W. Zeller Senior Vice President, Reliance Group Holdings, Inc. Deputy General Counsel Park Avenue Plaza and Assistant Secretary, New York, New York 10055 Reliance Financial and RGH George R. Baker Director, Reliance 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 Chief 77 Water Street Executive Officer, Reliance New York, New York 10005 National, a principal subsidiary of RIC 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, Jewell Associates Jackson McCabe Associates, 50 Rockefeller Plaza consultants specializing in Suite 46 planning and communications New York, New York 10020 Irving Schneider Director, Reliance Financial Helmsley-Spear, Inc. and RGH; Co-Chairman and Chief 60 East 42nd Street Operations Officer, Helmsley-Spear, New York, New York 10165 Inc., a real estate management corporation 5 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., a high-technology company concentrating on satellite-based services; Chairman of the Board and Chief Executive Officer, Globalstar Telecommunications, Ltd. Richard E. Snyder Director, Reliance Financial Golden Books Family and RGH; Chairman of Golden Books Entertainment, Inc. Family Entertainment, Inc., a 850 Third Avenue publisher of children's books. New York, New York 10022 Bruce E. Spivey Director, Reliance Financial and Columbia-Cornell Care LLC RGH; President and Chief Executive 900 Third Avenue, Suite 500 Officer, Columbia-Cornell Care LLC, New York, New York 10022 the physician organization of the clinical faculties of the medical schools of Columbia and Cornell Universities. 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. 6 ITEM 5. Interest in Securities of the Issuer. Item 5 is amended as follows: According to the Issuer's Quarterly Report on Form 10-Q for the three months ended June 30, 1998, the number of shares of the Security outstanding has increased to 17,404,763 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 5.0% of the Securities outstanding. RIC has sole voting and dispositive power over the Securities beneficially owned by Reliance Financial. 7 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: August 27, 1998 RELIANCE FINANCIAL SERVICES CORPORATION By /s/ James E. Yacobucci ------------------------------------ James E. Yacobucci Senior Vice President-Investments 8 -----END PRIVACY-ENHANCED MESSAGE-----