UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.5)*
IntegraMed America, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
45810N302
(CUSIP Number)
December 31, 2005
(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 13G
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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
700,030
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NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 100
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 700,030
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
100
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,130
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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)
13.8%
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12. TYPE OF REPORTING PERSON*
IN, HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 45810N302 13G
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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
700,030
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY NONE
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 700,030
WITH -----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
NONE
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,030
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_]
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.8%
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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 as Exhibit A to a previously filed 13G.
This statement relates to 700,030 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:
1 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
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
CUSIP No. 45810N302
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 700,130 shares
(b) PERCENT OF CLASS: 13.8%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 700,030 shares
(ii) Shared power to vote or to direct the vote: 100 shares
(iii) Sole power to dispose or to direct the disposition of: 700,030
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
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, 2006
New York, New York By: /s/ Marguerite R. Gorman, attorney in fact
------------------------------------------
Name: Peter R. Kellogg
Title: President and CEO
Dated: February 14, 2006
New York, New York /s/ Marguerite R. Gorman, attorney in fact
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Peter R. Kellogg
CUSIP No. 45810N302
Exhibit A
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints Marguerite R. Gorman as the undersigned's true and lawful
attorney-in-fact to:
(1) Execute for and on behalf of the undersigned, in the undersigned's
individual capacity and in the undersigned's capacity as an officer
and/or director of IAT Reinsurance Co. Ltd., a Bermuda corporation
("IAT"), all Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934, and all Schedules 13D and 13G
in accordance with Section 13 of the Securities Exchange Act of
1934, and the rules thereunder, and any other forms or reports the
undersigned may be required to file in connection with the
undersigned's or IAT's ownership, acquisition, or disposition of any
equity securities which are registered under Section 12 of the
Securities Exchange Act of 1934;
(2) do and perform any and all acts for and on behalf of the undersigned
or IAT which may be necessary or desirable to complete and execute
any such Form 3, 4, or 5, or any such Schedule 13D or 13G, or other
form, schedule or report, and timely file such form, schedule or
report with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned or IAT, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned or IAT
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the forgoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with Section 13 or Section 16 of
the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5 and/or Schedules
13D or 13G with respect to the undersigned's and/or IAT's holdings of and
transactions in equity securities registered under Section 12 of the Securities
Exchange Act of 1934, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
CUSIP No. 45810N302
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 1st day of August, 2005.
/s/ Peter R. Kellogg
-----------------------------------
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.