SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. [ ])*
Integramed America, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
45810N302
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(CUSIP Number)
Peter R. Kellogg
48 Wall Street
30th Floor
New York, New York 10005
(212) 389-5841
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 2008
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(Date of Event which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [x]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
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* 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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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
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 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
2,641,286
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,641,286
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,641,286
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[x]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
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14 TYPE OF REPORTING PERSON*
IN, HC
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* SEE INSTRUCTIONS
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
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 SOURCE OF FUNDS*
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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7 SOLE VOTING POWER
2,641,286
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,641,286
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
2,641,286
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.1%
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 4 OF 9 PAGES
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of common stock, $0.01 par
value per share (the "Shares"), of Integramed America, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at Two Manhattanville Road, Purchase, New York 10577.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed on behalf of Peter R. Kellogg and IAT
Reinsurance Company Ltd., a Bermuda limited liability company ("IAT") (Mr.
Kellogg and IAT, collectively, the "Reporting Persons"). 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 Chief Executive Officer of IAT. A joint filing agreement of Mr.
Kellogg and IAT is attached hereto as Exhibit A.
(b) The Reporting Persons' business address is 48 Wall Street, 30th
Floor, New York, New York 10005.
(c) Mr. Kellogg is a private investor. IAT is a reinsurance company.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Kellogg is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Funds for the purchase of the Shares reported herein were derived from
the working capital of IAT. A total of approximately $16,480,532 was paid to
acquire the Shares reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Shares for investment in the
ordinary course of business. The Reporting Persons believe that the Shares at
the time of purchase were undervalued and represented an attractive investment
opportunity. The Reporting Person may make further purchases of the Shares from
time to time and may dispose of any or all of the Shares held by it at any time.
Except as set forth herein, the Reporting Persons do not have any
present plan or proposal that would relate to or result in any of the matters
set forth in subparagraphs (a) - (j) of Item 4 of Schedule l3D. The Reporting
Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer's
financial position and strategic direction, price levels of the Shares,
conditions in the securities market and general economic and industry
conditions, the Reporting Persons may in the future take such actions with
respect to their investment in the Issuer as they deem appropriate including,
without limitation, purchasing additional Shares or selling some or all of its
Shares, and, alone or with others, pursuing discussions with the Issuer, other
stockholders and third parties with regard to its investment in the Issuer,
and/or
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 5 OF 9 PAGES
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otherwise changing its intention with respect to any and all matters referred to
in Item 4 of Schedule 13D.
In May 2009 the Company contacted the Reporting Persons to discuss a potential
sale of additional Shares. A nondisclosure agreement was executed and
information was exchanged. No transaction resulted from those discussions.
Recently, the Company discussed with the Reporting Persons the potential
purchase of additional Shares in conjunction with the Company's proposed public
sale of Shares as reflected in the SEC registration statement on Form S-1 filed
October 2, 2009 (the "Offering"). An informal understanding has been reached
between the parties that will allow the Reporting Persons to maintain their
approximate percentage ownership in the Company pursuant to a directed sale of
registered Shares in the Offering. However, the Company is under no legal
obligation to sell any Shares to the Reporting Persons in connection with any
sale of Shares, nor are the Reporting Persons under any legal obligation to
purchase any Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on January 22, 2009, the Reporting
Persons beneficially owned an aggregate of 2,641,286 Shares, constituting
approximately 30.1% of the Shares outstanding.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 8,781,000 Shares outstanding, which is the total number of
Shares outstanding as of November 4, 2009 as reported by the Issuer in its
Quarterly Report on Form 10-Q for the period ended September 30, 2009.
(b) IAT is the record owner of all 2,641,286 Shares. Mr. Kellogg has
sole dispositive and voting power with respect to the Shares owned by IAT. By
virtue of his position with IAT, Mr. Kellogg may be considered to indirectly
beneficially own such shares. Mr. Kellogg disclaims beneficial ownership of the
shares owned by IAT. In addition, Mr. Kellogg disclaims beneficial ownership of
202 Shares owned by his wife, Cynthia. 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) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder.
(c) Information concerning transactions in the Shares effected by the
Reporting Persons since December 31, 2007 is set forth in Schedule A hereto and
is incorporated herein by reference. Unless otherwise indicated, all of such
transactions were effected in the open market.
Schedule A provides details regarding the Reporting Persons'
transactions in the Shares over the past 22 months. All of the Share
transactions during this period were purchases. Forms 4 were filed by the
Reporting Persons with the SEC to reflect all transactions. Unfortunately, due
to administrative error, only the Form 4 filings were made with the SEC and
became public. This Schedule 13D is being filed to amend and bring current all
disclosure required of the Reporting Persons by Schedule 13D and relevant SEC
rules. Specifically, Rule 13d-2(d) required an amended Schedule 13G to be filed
regarding the purchase on April 7, 2008. In addition, Rule 13d-1(f) required a
Schedule 13D to be filed regarding the purchase on May 21, 2008. Lastly, Rule
13d-2(a) required amendments to Schedule 13D be filed following the purchases on
May 28, 2008, July 31, 2008 and August 8, 2008. See Schedule A for details.
(d) No person other than the Reporting Persons is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e) Not applicable.
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 6 OF 9 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as otherwise set forth herein, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
Recently, the Company discussed with the Reporting Persons the potential
purchase of additional Shares in conjunction with the Company's proposed public
sale of Shares as reflected in the SEC registration statement on Form S-1 filed
October 2, 2009 (the "Offering"). An informal understanding has been reached
between the parties that will allow the Reporting Persons to maintain their
approximate percentage ownership in the Company pursuant to a directed sale of
registered Shares in the Offering. However, the Company is under no legal
obligation to sell any Shares to the Reporting Persons in connection with any
sale of Shares, nor are the Reporting Persons under any legal obligation to
purchase any Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement between Peter R. Kellogg and IAT Reinsurance
Company Ltd. dated January 26, 2010.
Exhibit B - Power of Attorney in favor of Marguerite R. Gorman to sign all 13D
and 13G filings on behalf of Mr. Peter R. Kellogg. Incorporated by reference
from a Schedule 13D filed by the Reporting Persons with the Securities and
Exchange Commission on April 5, 2007.
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 7 OF 9 PAGES
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 26, 2010
IAT Reinsurance Company Ltd.
By: /s/ Marguerite R. Gorman, attorney in fact
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Name: Peter R. Kellogg
Title: President and CEO
/s/ Marguerite R. Gorman, attorney in fact
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Peter R. Kellogg
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 8 OF 9 PAGES
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SCHEDULE A
Date of Trade Shares Purchased (Sold) Price per Share Amount of
Securities Owned
after transaction
Position as of ----------------------- --------------- 1,093,750
12/31/2007
4/7/2008 557,433 $8.65 1,651,183
5/21/2008 200,000 $8.95 1,851,183
5/28/2008 582,952 $8.68 2,434,135
7/24/2008 51,900 $6.21 2,486,237
7/30/2008 28,100 $6.16 2,514,337
7/31/2008 20,000 $6.38 2,534,337
8/1/2008 21,400 $6.5229 2,555,737
8/4/2008 27,219 $6.58 2,582,866
8/8/2008 51,471 $6.5 2,634,337
8/11/2008 4,149 $6.75 2,638,486
8/13/2008 2,800 $6.9258 2,641,286
EXHIBIT A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D may be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. 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 herein and therein, but shall
not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: January 26, 2010 IAT Reinsurance Company Ltd.
By: /s/ Marguerite R. Gorman, attorney in fact
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Name: Peter R. Kellogg
Title: President and CEO
/s/ Marguerite R. Gorman, attorney in fact
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Peter R. Kellogg