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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. 10)*
NESTOR, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
64107410
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(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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
See Item 5
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(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).
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CUSIP NO......64107410................
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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
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [X]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
872,708
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
872,708
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
872,708
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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14 TYPE OF REPORTING PERSON*
HC
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*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.
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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
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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
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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
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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
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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.
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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.
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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
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James E. Yacobucci
Senior Vice President-Investments
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