-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jr1FDOyI/KzFqZWz/h67s8l5CFqgNkCfwlD8B56cOdEXuuBwnWK2to+uvGJQy832 XzuHt5+BjR0seXN5QLzSfg== 0000914039-97-000255.txt : 19970801 0000914039-97-000255.hdr.sgml : 19970801 ACCESSION NUMBER: 0000914039-97-000255 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970731 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEMBERWORKS INC CENTRAL INDEX KEY: 0001020996 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061276882 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47315 FILM NUMBER: 97649127 BUSINESS ADDRESS: STREET 1: 680 WASHINGTON BLVD., SUITE 1100 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033247635 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ST DENIS THOMAS CENTRAL INDEX KEY: 0001032237 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 10 MICHAELS WAY CITY: WESTON STATE: CT ZIP: 06883 BUSINESS PHONE: 2038346728 MAIL ADDRESS: STREET 1: 10 MICHAELS WAY CITY: WESTON STATE: CT ZIP: 06883 SC 13G/A 1 AMENDMENT #1 TO SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* MEMBERWORKS INCORPORATED - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 586002 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) * 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 remainder of this cover page shall not be deemed to be "filed" for purposes 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). 2 (1) Names of Reporting Persons Thomas St. Denis ---------------- (2) Check the Appropriate Box if a member of a Group (See Instructions) (a) n/a --- (b) n/a --- (3) SEC Use Only --------------------- (4) Citizenship or Place of Organization: United States of America -------------------------- Number of Shares (5) Sole Voting Power: 900,000 -------------- Beneficially Owned (6) Shared Voting Power: n/a ---------- By Each Reporting (7) Sole Dispositive Power: 900,000 ------------- Person With (8) Shared Dispositive Power: n/a ----- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 900,000 ------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) n/a --- (11) Percent of Class Represented by Amount in Row 9: 6.1% --- (12) Type of Reporting Person (See Instructions): OO ---- - 2 - 3 ITEM 1(a). NAME OF ISSUER: Memberworks Incorporated ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 680 Washington Blvd., Suite 1100, Stamford, Connecticut 06901 ITEM 2(a). NAME OF PERSON FILING: Thomas St. Denis ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: 10 Michael's Way, Weston, Connecticut 06883 ITEM 2(c). CITIZENSHIP: United States of America ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share ITEM 2(e). CUSIP NUMBER: 586002 10 7 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), - 3 - 4 (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii) (G); see Item 7, (h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H). ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 900,000 (b) Percent of Class: 6.1% (c) Number of shares to which such person has: (i) Sole power to vote or to direct the vote: 900,000 (ii) Shared power to vote or to direct the vote: n/a (iii) Sole power to dispose or to direct the disposition of: 900,000 (iv) Shared power to dispose or to direct the disposition of: n/a 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 five percent of the class of securities, check the following [ ]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. n/a ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. n/a ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. n/a - 4 - 5 ITEM 9. NOTICE OF DISSOLUTION OF GROUP. n/a ITEM 10. CERTIFICATION. n/a 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. July 31, 1997 ---------------------------- (Date) /s/Thomas St. Denis ---------------------------- (Signature) Thomas St. Denis ---------------------------- (Name/Title) - 5 - -----END PRIVACY-ENHANCED MESSAGE-----