United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Name of Issuer: IntegraMed America, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 45810N104
Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications:
Philip R. Smith, Alphi Investment Management Co. 847-405-9595
155 Pfingsten Road, Suite 360, Deerfield, Illinois 60015
Date of Event which Requires Filing of this Statement:
August 12, 1997
CUSIP No. 45810N104
Page 2 of 4 Pages
1. Name of Reporting Person Alphi Fund LP
IRS No. 36-3589366
2. Check the appropriate box if a member of a group (a) [ ]
(b) [x]
3. SEC Use Only
4. Source of Funds 00
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
N/A
6. Citizenship or Place of Organization Delaware
7. Sole Voting Power 1,009,100
8. Shared Voting Power 0
9. Sole Dispositive Power 1,009,100
10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,009,100
12. Check Box if the Aggregate Amount in Row (11)
Excludes Certain Shares [ ]
13. Percent of Class Represented by Amount in Row (11) 5.9%
14. Type of Reporting Person PN
CUSIP No. 45810N104
Page 3 of 4 Pages
ONLY THOSE ITEMS WHICH ARE HEREBY REPORTED ARE
AMENDED. ALL OTHER ITEMS REMAIN UNCHANGED. ALL
DEFINED TERMS SHALL HAVE THE SAME MEANING AS
PREVIOUSLY ASCRIBED TO THEM IN THE ORIGINAL FILING
OF SCHEDULE 13D, UNLESS OTHERWISE NOTED.
Item 5. Interest in Securities of the Issuer
(a) On our last filing on January 2, 1997, there were
9,226,807 Common Shares outstanding, and Alphi owned 666,800 which was
7.2% of the Common Shares outstanding. Subsequent to such filing,
the Issuer (1) issued 6,400,000 Common shares in connection with a
secondary offering in August, 1997, (2) issued 333,333 Common Shares
in connection with the "Bay Area Acquisition", (3) issued 145,454
Common Shares in connection with the "San Diego Acquisition",
(4) issued 956,938 Common Shares in connection with the "FCI
Acquisition", (5) issued an additional 68,558 Common Shares in 1997.
Alphi currently owns 1,009,100 Shares, which is 5.9%, based on
17,131,090 Common Shares currently outstanding as of August 18, 1997.
(b) AIMCO, in its capacity as general partner of Alphi,
has the sole power to vote and sole power to dispose of 1,009,100 Shares
owned by Alphi. Individual limited partners of Alphi (but not the
principals of AIMCO) may own Shares which are not included in the
aggregate number of Shares reported in Item 5(a) above.
(c) During the sixty (60) days preceding the date
hereof, Alphi entered into the following transactions on behalf of itself:
Date Bought Number of Shares Bought Price
07/09/97 30,000 1.39
08/12/97 440,000 1.50
Date Sold Number of Shares Sold Price
07/30/97 3,000 1.56
08/04/97 3,800 1.78
08/05/97 60,000 1.82
08/06/97 55,000 2.17
08/07/97 42,000 2.39
08/11/97 5,900 2.05
These purchases and sales were open market transactions executed on the
NASDAQ National Market System.
(d) No person other than AIMCO, in its capacity
as general partner of Alphi, has the right to receive nor the power to
direct the receipt of dividends from, or the proceeds from the sale of
Shares.
(e) Not applicable
********************
CUSIP No. 45810N104
Page 4 of 4 Pages
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: August 18, 1997
Alphi Investment Management Company, as general partner,
for Alphi Fund L.P.
By: /s/ Philip R. Smith
Philip R. Smith
Secretary of Alphi Investment Management Company,
general partner
