UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 4*
MEMBERWORKS INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
586002107
(CUSIP Number)
MAY 31, 2002
(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE
IS FILED:
[X] RULE 13D-1(b)
[ ] RULE 13D-1(c)
[ ] RULE 13D-1(e)
*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).
CUSIP No. 586002107 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Investment Management Company Tax ID No. 48-1106973
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Kansas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,564,200 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,564,200 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,564,200 (See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.3%
12. TYPE OF PERSON REPORTING: IA
CUSIP No. 586002107 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed, Inc. Tax ID No. 43-1235675
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,564,200 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,564,200 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,564,200 (See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.3%
12. TYPE OF PERSON REPORTING: BD
CUSIP No. 586002107 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Financial Services, Inc. Tax ID No. 43-1414157
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Missouri
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,564,200 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,564,200 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,564,200 (See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.3%
12. TYPE OF PERSON REPORTING: HC
CUSIP No. 586002107 13G
1. NAME OF REPORTING PERSON (S.S. or I.R.S. Identification No. of Above
Person)
Waddell & Reed Financial, Inc. Tax ID No. 51-0261715
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 1,564,200 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,564,200 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
1,564,200 (See Item 4)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 11.3%
12. TYPE OF PERSON REPORTING: HC
ITEM 1(a): NAME OF ISSUER: Memberworks Incorporated
ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
9 West Broad Street
Stamford, CT 06902
ITEM 2(a): NAME OF PERSON FILING:
(i) Waddell & Reed Financial, Inc.
(ii) Waddell & Reed Financial Services, Inc.
(iii) Waddell & Reed, Inc.
(iv) Waddell & Reed Investment Management Company
ITEM 2(b): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(i)-(iv): 6300 Lamar Avenue
Overland Park, KS 66202
ITEM 2(c): CITIZENSHIP:
(i), (iii): Delaware
(ii): Missouri
(iv): Kansas
ITEM 2(d): TITLE OF CLASS OF SECURITIES: Common Stock
ITEM 2(e): CUSIP NUMBER: 586002107
ITEM 3: The reporting person is:
(i) Waddell & Reed Financial, Inc., a parent holding
company in accordance with Reg. 240.13d-1(b)(1)(ii)(G);
(ii) Waddell & Reed Financial Services, Inc., a parent
holding company in accordance with Reg. 240.13d-1(b)
(1)(ii)(G);
(iii) Waddell & Reed, Inc., a broker-dealer in accordance with
Reg. 240.13d-1(b)(1)(ii)(A); and
(iv) Waddell & Reed Investment Management Company, an
investment advisor in accordance with Reg. 240.13d-1(b)
(1)(ii)(E).
ITEM 4: OWNERSHIP
The securities reported on herein are beneficially owned by
noe or more open-end investment companies or other managed accounts which are
advised or sub-advised by Waddell & Reed Investment Management Company
("WRIMCO"), an investment advisory subsidiary of Waddell & Reed, Inc.
("WRI"). WRI is a broker-dealer and underwriting subsidiary of Waddell
& Reed Financial Services, Inc., a parent holding company ("WRFSI"). In turn,
WRFSI is a subsidiary of Waddell & Reed Financial, Inc., a publicly traded
company ("WDR"). The investment advisory contracts grant WRIMCO all investment
and/or voting power over securities owned by such advisory clients. The
investment sub-advisory contracts grant WRIMCO investment power over securities
owned by such sub-advisory clients and, in most cases, voting power. Any
investment restriction of a sub-advisory contract does not restrict investment
discretion or power in a material manner. Therefore, WRIMCO may be deemed the
beneficial owner of the securities covered by this statement under Rule 13d-3 of
the Securities Exchange Act of 1934 (the "1934 Act").
WRIMCO, WRI, WRFSI and WDR are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the 1934 Act. Indirect "beneficial
ownership" is attributed to the respective parent companies solely because of
the parent companies' control relationship to WRIMCO.
(a) Amount beneficially owned: 1,564,200
(b) Percent of class: 11.3%
(c) Number of shares as to which the person has:
(i) Sole voting power to vote or to direct the vote:
WDR: 1,564,200 (indirect)
WRFSI: 1,564,200 (indirect)
WRI: 1,564,200 (indirect)
WRIMCO: 1,564,200 (direct)
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
WDR: 1,564,200 (indirect)
WRFSI: 1,564,200 (indirect)
WRI: 1,564,200 (indirect)
WRIMCO: 1,564,200 (direct)
(iv) Shared power to dispose or to direct the disposition of: 0
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
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 5 percent of the class of securities, check the following: [ ]
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
The clients of WRIMCO, including investment companies
registered under the Investment Company Act of 1940 and other managed
accounts, have the right to receive dividends from as well as the proceeds
from the sale of such securities.
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
See Attached Exhibit 2.
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Item 10: Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in
the ordinary course of business and 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.
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: June 7, 2002
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By: /s/ Daniel C. Schulte By: /s/ Wendy J. Hills
Name: Daniel C. Schulte Name: Wendy J. Hills
Title: Vice President Title: Attorney-In-Fact
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By: /s/ Wendy J. Hills By: /s/ Wendy J. Hills
Name: Wendy J. Hills Name: Wendy J. Hills
Title: Attorney-In-Fact Title: Attorney-In-Fact
EXHIBIT INDEX
Exhibit
No. Description
1 Joint Filing Agreement
2 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
3 Power of Attorney