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. 1)*
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)
February 11, 2010
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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. [ ]
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 8 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
3,141,286
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 3,141,286
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,141,286
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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)
27.6%
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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 8 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
3,141,286
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 3,141,286
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,141,286
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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)
27.6%
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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 8 PAGES
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Introduction
This Amendment No. 1 ("AMENDMENT NO. 1") is being filed in connection with the
execution of a stock purchase agreement regarding shares of the common stock,
$0.01 par value per share (the "SHARES"), of Integramed America, Inc., a
Delaware corporation (the "COMPANY") beneficially owned by Peter R. Kellogg and
IAT Reinsurance Company, Ltd., (the "REPORTING PERSONS").
This Amendment No. 1 amends and supplements the statement on Schedule 13D dated
January 26, 2010 (the "ORIGINAL STATEMENT") relating to the Common Stock of the
Company. This Amendment No. 1 reflects transactions and developments through
February 16, 2010, relating to such Reporting Persons' holdings of the
Company. A joint filing agreement by the Reporting Persons is attached hereto as
Exhibit A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented as follows:
Funds for the purchase of the Shares reported herein were derived from
the working capital of IAT. A total of approximately $20,230,532 was paid to
acquire the Shares reported herein.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented by adding the following:
On February 11, 2010 the Reporting Persons entered into a stock
purchase agreement with the Company to purchase 500,000 shares of common stock.
As previously disclosed, the parties have been in discussions regarding a
potential additional investment by the Reporting Persons in shares of common
stock of the Company. The stock purchase agreement is subject to various
conditions but is expected to close on or about February 18, 2010 in conjunction
with the Company's public offering.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented by adding the following:
(a) As of the close of business on February 16, 2010, the Reporting
Persons beneficially owned an aggregate of 3,141,286 Shares, constituting
approximately 27.6% of the Shares outstanding. The amount and percentage of the
Reporting Persons' beneficial ownership assumes the purchase of shares pursuant
to the stock purchase agreement and sale of shares in the public offering by the
Company. Currently, it is expected that the purchase and public offering will
close on or about February 18, 2010.
The aggregate percentage of Shares beneficially owned by the Reporting
Persons is based upon 11,355,866 Shares outstanding, which is the total number
of Shares outstanding assuming the purchase by the Reporting Persons and sale of
shares to the public as reported by the Company in its Rule 424B4 filing on
February 12, 2010.
(b) IAT is the record owner of all 3,141,286 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 in the last sixty days is set forth in Schedule A hereto and
is incorporated herein by reference.
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 5 OF 8 PAGES
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended and supplemented by adding the following:
On February 11, 2010 the Reporting Persons entered into a stock
purchase agreement with the Company to purchase 500,000 shares of common stock.
As previously disclosed, the parties have been in discussions regarding a
potential additional investment by the Reporting Persons in shares of common
stock of the Company. The stock purchase agreement is subject to various
conditions but is expected to close on or about February 18, 2010 in conjunction
with the Company's public offering.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Joint Filing Agreement between Peter R. Kellogg and IAT Reinsurance
Company Ltd. dated February 16, 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.
Exhibit C - Purchase Agreement between IAT Reinsurance Company Ltd. and
Integramed America, Inc., dated February 11, 2010. Incorporated by reference
from Integramed's Form 8-K filed February 12, 2010.
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CUSIP NO. 45810N302 SCHEDULE 13D PAGE 6 OF 8 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: February 16, 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 7 OF 8 PAGES
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SCHEDULE A
Date of Trade Shares Purchased (Sold) Price per Share
2/11/2010 500,000 $7.50
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: February 16, 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