SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
INTERNATIONAL NURSING SERVICES, INC.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
460093404
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(CUSIP Number)
Rabbi Nusyn Ehrlich
3814A 15th Avenue, Brooklyn, New York 11218
718-854-3532
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 20, 1996
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(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 4 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
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CUSIP No. 460093404 13D Page 2 of 4 Pages
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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
7. SOLE VOTING POWER
NUMBER OF 13,661
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY -0-
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 309,661
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,661
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.14%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 4 Pages
This statement constitutes Amendment No. 2 to the statement on Schedule
13D of Congregation Ahavas Tzedokkah Vachesed, Inc. (the "Congregation") filed
with the Securities and Exchange Commission on November 6, 1996 (the "Original
Statement"), as amended on December 3, 1996 ("Amendment No. 1"). 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 and Amendment No. 1, as follows:
Item 5. Interest in Securities of the Issuer.
(a) The Congregation beneficially owns 309,661 shares of the Company's
Common Stock of which 296,000 shares are issuable upon the conversion and
exercise, as the case may be, of certain Preferred Stock and Warrants, assuming
that the Conversion Price as of the date of this filing is $1.25. The
Congregation's shares represent 5.14% of the total shares outstanding, assuming
all Preferred Stock and Warrants are converted and exercised, as the case may
be, and the total number of outstanding shares is 5,729,976 prior to such
conversion and exercise.
(c) The following sale transactions were effected by the Congregation
during the past sixty days:
Purchase or
Date Sale Amount Price per Share
- ---- ---- ------ ---------------
12/10/96 Sale 18,000 1.03125
12/20/96 Sale 43,000 1.03125
On January 9, 1997, the Congregation converted 1 share of Preferred
Stock, including all accrued dividends, into 13,661 shares of Common Stock, at a
conversion price of $0.75 per share.
<PAGE>
Page 4 of 4 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: January 27, 1997
Congregation Ahavas Tzedokkah Vachesed, Inc.
By: /s/ Rabbi Nusyn Ehrlich
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Rabbi Nusyn Ehrlich, Secretary
