UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*
IntegraMed America, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
45810N302
(CUSIP Number)
December 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 in 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).
CUSIP No. 45810N302
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peter R. Kellogg
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER
520,693
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 100
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 520,693
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
100
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,793
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.5%
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12. TYPE OF REPORTING PERSON*
IN, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45810N302
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
IAT Reinsurance Company Ltd.
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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5. SOLE VOTING POWER
520,693
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 520,693
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
NONE
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
520,693
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.5%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45810N302
ITEM 1(a). NAME OF ISSUER:
IntegraMed America, Inc. ("IntegraMed")
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2 Manhattanville Road
Purchase, NY 10577
ITEM 2(a). NAME OF PERSON FILING:
This statement is filed on behalf of Peter R. Kellogg and IAT
Reinsurance Company Ltd. ("IAT"), a Bermuda corporation. Mr. Kellogg is the sole
owner of IAT's voting stock, is a member of IAT's board of directors, and is the
President and CEO of IAT. A joint filing agreement of Mr. Kellogg and IAT is
attached hereto as Exhibit A.
This statement relates to 520,693 shares of IntegraMed held by IAT
and its wholly-owned subsidiaries, plus an additional 100 shares held by Mr.
Kellogg's wife, Cynthia. Mr. Kellogg has sole dispositive and voting power with
respect to the shares of IntegraMed owned by IAT and its subsidiaries. Mr.
Kellogg disclaims beneficial ownership of the shares held by IAT and by his
wife, and this statement should not be deemed to be an admission that Mr.
Kellogg is a member of any "group" within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
120 Broadway, New York, NY 10271
ITEM 2(c). CITIZENSHIP:
IAT is a Bermuda corporation, and Peter R. Kellogg is a citizen of
the United States.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(e). CUSIP NUMBER:
45810N302
CUSIP No. 45810N302
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 13d-2(b) OR
13d-2(c), CHECK WHETHER THE PERSON FILING IS A:
N/A
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 520,793 shares
(b) PERCENT OF CLASS: 14.5%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 520,693 shares
(ii) Shared power to vote or to direct the vote: 100 shares
(iii) Sole power to dispose or to direct the disposition of: 520,693
shares
(iv) Shared power to dispose or to direct the disposition of: 100
shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the
following: |_|
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The non-voting stockholders of IAT have the right to participate in
the receipt of dividends from, or proceeds from the sale of, the
shares held by them in accordance with their ownership interest in
IAT.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
See Exhibit B.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
CUSIP No. 45810N302
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
CUSIP No. 45810N302
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, each
of the undersigned certify that the information set forth in this statement is
true, complete and correct.
IAT REINSURANCE COMPANY LTD.
Dated: February 14, 2005
New York, New York By: /s/ Peter R. Kellogg
----------------------------
Name: Peter R. Kellogg
Title: President and CEO
Dated: February 14, 2005
New York, New York /s/ Peter R. Kellogg
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Peter R. Kellogg
CUSIP No. 45810N302
Exhibit A
JOINT FILING AGREEMENT
In accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended, the undersigned hereby agree to
jointly prepare and file a Schedule 13G (including any future amendments
thereto) reporting each of the undersigned's ownership of securities of
IntegraMed America, Inc. and further agree to the filing of this Agreement as an
Exhibit thereto. In addition, each party to this Agreement expressly authorizes
each other party to file on its behalf any and all amendment to such Schedule
13G. The undersigned acknowledge that each shall be responsible for the timely
filing of such amendments, and for the completeness and accuracy of the
information concerning him or it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the other,
except to the extent that he or it knows or has reason to believe that such
information is inaccurate.
IAT REINSURANCE COMPANY LTD.
Dated: February 14, 2005
New York, New York By: /s/ Peter R. Kellogg
----------------------------
Name: Peter R. Kellogg
Title: President and CEO
Dated: February 14, 2005
New York, New York /s/ Peter R. Kellogg
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Peter R. Kellogg
CUSIP No. 45810N302
Exhibit B
ITEM 7
IAT is the relevant subsidiary for which Peter R. Kellogg may be
considered a control person.