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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).
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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:
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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
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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
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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.
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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
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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
