<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
INTERNATIONAL NURSING SERVICES, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
460093404
(CUSIP Number)
Rabbi Nusyn Ehrlich
3814A 15th Avenue, Brooklyn, New York 11218
718-854-3532
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement of Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-I(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.
(Continued on following pages)
*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).
<PAGE>
Schedule 13D
CUSIP No. 460093404 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Congregation Ahavas Tzedokkah Vachesed, Inc.
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
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
61,000
BENEFICIALLY
8. SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING PERSON 9. SOLE DISPOSITIVE POWER
365,000
WITH
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
365,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.00%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
This statement constitutes Amendment No. 1 to the statement on Schedule 13D
filed with the Securities and Exchange Commission on November 8, 1996 (the
"Original Statement"), of Congregation Ahavas Tzedakkah Vachesed, Inc. (the
"Congregation"). All defined terms hereunder have the meanings set forth in the
Original Statement. This Amendment No. 1 reflects certain material changes in
the information set forth in the Original Statement, as follows:
Item 5. Interest in Securities of the Issuer.
(a) The Congregation beneficially owns 365,000 shares of the Company's
Common Stock of which 304,000 shares are issuable upon the conversion and
exercise, as the case may be, of certain Preferred Stock and Warrants (as
defined), assuming that the Conversion Price (as defined) as of the date of this
filing is $1.25. The number of shares beneficially owned may be subject to
adjustment based on fluctuations in the market price of the Common Stock which
may affect the Conversion Price. The Congregation's shares represent 7.00% of
the Company's total shares outstanding. This assumes that all Preferred Stock
and Warrants are converted and exercised, as the case may be, and that the total
number of outstanding shares of the Company's Common Stock is 4,906,456 prior to
such conversion and exercise.
(b) The Congregation has the sole power to vote the 61,000 shares it holds,
and the sole power to direct the disposition of all its beneficially owned
securities.
(c) Pursuant to an agreement dated November 11, 1996, the exercise price of
a Warrant to purchase 136,000 shares was changed from $2.50 per share to $1.00
per share and the expiration date of the amended Warrant was changed to November
12, 1996. The Congregation exercised the amended Warrant at an aggregate price
of $136,000. On November 15, 1996, the Congregation sold 75,000 shares at
$1.8125 per share.
Item 7. Material to be Filed as Exhibits
(1) Agreement to Amend Warrant dated as of November 11, 1996.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: November 29, 1996
Congregation Ahavas Tzedokkah Vachesed, Inc.
By: /s/ Nusyn P. Ehrlich
Rabbi Nusyn P. Ehrlich, Secretary
<PAGE>
Exhibit 1
<PAGE>
AGREEMENT TO AMEND WARRANT
This Agreement to Amend Warrant is made by and between International
Nursing Services, Inc., a Colorado corporation ("INS"), and Congregation Ahavas
Tzdokah Vchesed, a (the "Congregation"), is made as of November 11, 1996.
INS has issued to the Congregation a Warrant dated September 13, 1996
to purchase 136,000 shares of its common stock, $.001 par value per share, at an
exercise price of $2.50 per share (the Warrant"). The parties now desire to
amend the Warrant to change the exercise price on the terms and subject to the
conditions set forth below.
NOW THEREFORE, the parties hereby agree as follows:
1. Subject to Section 2 below, the first paragraph the Warrant set forth
under the Holder's address is hereby amended and restated in its
entirety to read as follows:
THIS CERTIFIES THAT the holder of this Warrant ("Holder") is
entitled to purchase from INTERNATIONAL NURSING SERVICES,
INC., a Colorado corporation (hereinafter called the
"Company"), at $1.00 per share the number of shares of the
Company's common stock set forth above ("Common Stock") This
Warrant shall expire on November 12, 1996.
Except as provided above, the Warrant shall remain in full force and
effect in accordance with its terms.
2. The foregoing amendment to the Warrant shall be void and of no further
force and effect if the Congregation does not exercise the Warrant on
or before November 12, 1996.
IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized signatories as of the date first written above.
INTERNATIONAL NURSING SERVICES. INC.
__/s/________________________
BY: John P. Yerds
ITS: President
CONGREGATION AHAVAS TZDOKAH VCHESED
___/s/_______________________
BY:
ITS: Secretary
