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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MEMBERWORKS INCORPORATED
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
586002107
(CUSIP Number)
DECEMBER 31, 1999
(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(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. 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 1,320,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,320,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,320,600
(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: 8.5%
12. TYPE OF PERSON REPORTING: IA
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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 1,320,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,320,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,320,600
(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: 8.5%
12. TYPE OF PERSON REPORTING: BD
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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 1,320,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,320,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,320,600
(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: 8.5%
12. TYPE OF PERSON REPORTING: HC
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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 1,320,600 (See Item 4)
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 1,320,600 (See Item 4)
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,320,600
(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: 8.5%
12. TYPE OF PERSON REPORTING: HC
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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
P.O. Box 29217
Shawnee Mission, KS 66201-9217
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
one 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
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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 be to 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 companys' control relationship to
WRIMCO.
(a) Amount beneficially owned: 1,320,600
(b) Percent of class: 8.5%
(c) Number of shares as to which the person has:
(i) Sole voting power to vote or to direct the
vote:
WDR: 1,320,600 (indirect)
WRFSI: 1,320,600 (indirect)
WRI: 1,320,600 (indirect)
WRIMCO: 1,320,600 (direct)
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of:
WDR: 1,320,600 (indirect)
WRFSI: 1,320,600 (indirect)
WRI: 1,320,600 (indirect)
WRIMCO: 1,320,600 (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: [ ]
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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.
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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: January 28, 2000
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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<S> <C>
1 Joint Filing Agreement
2 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
</TABLE>
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EXHIBIT 1
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JOINT FILING AGREEMENT
Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc.,
Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the
"Filing Persons"), hereby agree to file jointly a Schedule 13G and any
amendments thereto relating to the aggregate ownership by each of the Filing
Persons of any voting equity security of a class which is registered pursuant
to Section 12 of the Securities Exchange Act of 1934, as amended, as required
by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of
1934. Each of the Filing Persons agrees that the information set forth in
such Schedule 13G and any amendments thereto with respect to such Filing
Person will be true, complete and correct as of the date of such Schedule 13G
or such amendment, to the best of such Filing Person's knowledge and belief,
after reasonable inquiry. Each of the Filing Persons makes no representations
as to the accuracy or adequacy of the information set forth in the Schedule
13G or any amendments thereto with respect to any other Filing Person. Each
of the Filing Persons shall promptly notify the other Filing Persons if any
of the information set forth in the Schedule 13G or any amendments thereto
shall become inaccurate in any material respect or if said person learns of
information that would require an amendment to the Schedule 13G.
IN WITNESS WHEREOF, the undersigned have set their hands this 28th day
of January 2000.
Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc.
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
Waddell & Reed, Inc. Waddell & Reed Investment Management Company
By: /s/ Daniel C. Schulte By: /s/ Daniel C. Schulte
Name: Daniel C. Schulte Name: Daniel C. Schulte
Title: Senior Vice President Title: Senior Vice President
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EXHIBIT 2
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Waddell & Reed Investment Management Company - Tax ID No. 48-1106973
Investment Advisor registered under Section 203 of the Investment
Advisor's Act of 1940
