UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
IntegraMed America, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
45810N302
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(CUSIP Number)
December 31, 2003
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(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 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 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William A. von Mueffling
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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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
172,000
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 172,000
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
172,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.98%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
-2-
This Amendment No. 1 to Schedule 13G is being filed with respect to the Common
Stock, par value $0.01 per share ("Common Stock"), of IntegraMed America, Inc.,
a Delaware corporation (the "Company"), to amend the Schedule 13G filed on May
31, 2002 (the "Schedule 13G") and to report beneficial ownership of less than 5%
of the total outstanding Common Stock. Capitalized terms used but not defined
herein have the meaning ascribed thereto in the Schedule 13G.
Item 1(b): Address of Issuer's Principal Executive Offices:
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Item 1(b) of the Schedule 13G is hereby amended and restated as follows:
The Company's principal executive office is located at Two Manhattanville
Road, Purchase, New York 10577.
Item 4: Ownership:
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Item 4 of the Schedule 13G is hereby amended and restated as follows:
The following information is provided with respect to the Shares owned by
Mr. von Mueffling:
(a) Amount beneficially owned: 172,000
(b) Percent of class: 4.98% The percentages used herein and in the rest of
this Schedule 13G are calculated based upon the 3,454,697 shares of Common Stock
issued and outstanding as of November 3, 2003, as reflected in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 172,000
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: 172,000
(iv) Shared power to dispose or direct the disposition: -0-
Item 5: Ownership of Five Percent or Less of a Class:
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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
five percent of the class of securities, check the following: [X]
-3-
Item 10: Certification:
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The Reporting Person hereby makes the following 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.
-4-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: February 5, 2004
/s/ William A. von Mueffling
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William A. von Mueffling
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G
WITH RESPECT TO INTEGRAMED AMERICA, INC.]