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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
INTERNATIONAL NURSING SERVICES, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
460093404
(CUSIP Number)
Laura Huberfeld
152 West 57th Street, New York, New York 10019
212-581-0500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1997
(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)
(Page 1 of 7 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).
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Schedule 13D
CUSIP No. 460093404 13D Page 2 of 7 Pages
---------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laura Huberfeld
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF 131,342
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 755,342
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,342
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.89%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 460093404 13D Page 3 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Naomi Bodner
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7. SOLE VOTING POWER
NUMBER OF 235,342
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 859,342
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,342
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.52%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Schedule 13D
CUSIP No. 460093404 13D Page 4 of 7 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Huberfeld/Bodner Family Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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) [x]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 280,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
280,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.66%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 5 of 7 Pages
This statement constitutes Amendment No. 2 to the statement on Schedule
13D filed with the Securities and Exchange Commission on July 30, 1996 (the
"Original Statement"), as amended, of the Huberfeld/Bodner Family Foundation
(the "Foundation"), Laura Huberfeld and Naomi Bodner (collectively, the
"Reporting Persons"), filing as a group. All defined terms hereunder have the
meanings set forth in the Original Statement. This Amendment No. 2 reflects
certain material changes in the information set forth in the Original Statement,
as amended, as follows:
Item 5. Interest in Securities of the Issuer.
(a) The following table shows the beneficial ownership of each of the
Reporting Persons in the Company's Common Stock, the basis of such ownership,
and the percentage of the total number of outstanding shares of Common Stock as
of the date hereof. The table assumes that the Conversion Price of the Preferred
Stock is $1.00 per share. The table assumes further that all Preferred Stock and
Warrants were converted and exercised, as the case may be, and that the total
number of outstanding shares of the Company's Common Stock is 5,729,976 prior to
such conversion and exercise. Together the Reporting Persons would own 26.10% of
the total outstanding.
Number of Shares Percentage of
Name Beneficially Owned Outstanding Shares
- ---- ------------------ ------------------
Huberfeld/Bodner
Family Foundation(1) 280,000 4.66%
Laura Huberfeld(2) 755,342 11.89%
Naomi Bodner(3) 859,342 13.52%
(1) Consists of 100,000 shares issuable upon conversion of Preferred Stock
and 180,000 shares issuable upon exercise of Warrants.
(2) Consists of 131,342 shares of Common Stock, 240,000 shares issuable
upon conversion of Preferred Stock and 384,000 shares issuable upon
exercise of Warrants. Does not include shares and Warrants owned by the
Foundation.
(3) Consists of 235,342 shares of Common Stock, 240,000 shares issuable
upon conversion of Preferred Stock and 384,000 shares issuable upon
exercise of Warrants. Does not include shares and Warrants owned by the
Foundation.
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Page 6 of 7 Pages
(c) The following sale transactions were effected by Ms.
Huberfeld during the past sixty days:
Purchase or
Date Sale Amount Price per Share
- ---- ----------- ------ ---------------
1/15/97 Sale 100,000 1.245
1/22/97 Sale 20,000 1.25
1/27/97 Sale 16,000 1.1562
1/30/97 Sale 10,000 1.0937
1/31/97 Sale 58,000 1.1455
The following sale transactions were effected by Ms. Bodner during the past
sixty days:
Purchase or
Date Sale Amount Price per Share
- ---- ----------- ------ ---------------
1/15/97 Sale 100,000 1.245
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Page 7 of 7 Pages
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: February 4, 1997
HUBERFELD/BODNER FAMILY FOUNDATION
By: /s/
-------------------------------
Title: Vice-President
/s/
----------------------------------
Laura Huberfeld
/s/
----------------------------------
Naomi Bodner
