UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___ )*
Integrity Media, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45817Y103
(CUSIP Number)
Bruce Lev
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7017
(Name, address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 5, 2003
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check
the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.) Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent. *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 remained 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).
SCHEDULE 13D
CUSIP NO. 45817Y103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,275 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 4,079 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,275 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
4,079 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,354 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.43%
14 TYPE OF REPORTING PERSON*
PN, BD, IA
SCHEDULE 13D
CUSIP NO. 45817Y103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 106,251 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 106,251 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,251 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.45%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP NO. 45817Y103
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 8,785 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,785 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,785 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
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This statement refers to the Common Stock of Integrity Media, Inc., 1000 Cody
Road, Mobile, AL., 36695.
Item 2. Identity and Background.
------ -----------------------
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New
York limited partnership. It is a registered broker/dealer. Its general partner
is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the
same address. Its President is Gideon J. King. The other officers of LAM are
Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice
President, Edward J. Campbell, Vice President. Loeb Partners Corporation
("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It
is a registered broker/dealer and a registered investment adviser. Thomas L.
Kempner is its President and a director and its Chief Executive Officer. Norman
N. Mintz is a Vice President and also a director. Gideon J. King is Executive
Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61
Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority stockholder. Edward E. Matthews, Norman N. Mintz and Peter
A. Tcherepnine are also directors. Mr. Matthews' address is 70 Pine Street, New
York, New York 10270. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands
exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited
liability company, a registered investment adviser and is wholly owned by Loeb
Holding Corporation. It is the investment adviser of LOF. Gideon J. King and
Thomas L. Kempner are Directors of LOF and Managers of LOM. The business address
of all individuals other than Mr. Matthews is 61 Broadway, New York, New York,
10006. All of the individuals named are United States citizens. None have been,
within the last five years, convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been or are 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 violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation.
------ ------------------------------------------------
Shares of Common Stock were acquired by LAF, LPC and LOF in margin accounts
maintained with Bear Stearns Securities Corp.
Item 4. Purpose of Transaction.
------ ----------------------
LAF, LPC and LOF have acquired shares of Common Stock for investment purposes.
LAF, LPC and LOF reserve the right to sell shares of Common Stock or to acquire
additional shares in open market transactions or otherwise.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common Stock as
of December 5, 2003.
Shares of Common Stock
Loeb Arbitrage Fund 106,251
Loeb Partners Corporation* 10,354
Loeb Offshore Fund 8,785
-----------------
125,390
The total shares of Common Stock constitute 5.26% the 2,385,000 outstanding
shares of Common Stock as reported by the issuer.
-------------------------
*Including 4,079 shares of Common Stock purchased for the account of one
customer of Loeb Partners Corporation as to which it has investment discretion.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last sixty
(60) days by the following:
Purchases of Common Stock
Holder Date Shares Average Price
Loeb Partners Corp.* 11-25-03 834 $5.95
11-26-03 3786 6.02
11-28-03 520 5.99
12-02-03 107 6.02
12-03-03 5009 6.07
12-04-03 3746 6.07
12-05-03 536 6.07
Holder Shares Average Price
Loeb Arbitrage Fund 11-25-03 8559 $5.954
11-26-03 38891 6.017
11-28-03 5339 5.993
12-02-03 1102 6.018
12-03-03 8375 6.072
12-04-03 38476 6.073
12-05-03 5509 6.072
Holder Shares Average Price
Loeb Offshore Fund 11-25-03 707 $5.95
11-26-03 3213 6.02
11-28-03 441 5.99
12-02-03 91 6.02
12-03-03 700 6.07
12-04-03 3178 6.07
12-05-03 455 6.07
--------------------
*Including 4,079 Shares of Common Stock purchased for the account of one
customer of Loeb Partners Corporation as to which it has investment discretion.
All reported transactions were effected on Nasdaq.
(d) Not applicable.
(e). Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
the Issuer.
None.
Item 7. Materials to be Filed as Exhibits.
None.
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.
December 9, 2003 Loeb Partners Corporation
By: /s/ Gideon J. King, Executive Vice President
December 9, 2003 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc.
By: /s/ Gideon J. King, President
December 9, 2003 Loeb Offshore Fund
By: /s/ Gideon J. King, Director