-----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, BfM2LyzML+wh96g21ysA7rtWfHXStZ89dHi7iyBSuOJ+A0LY3OWPfc3OyxcLldj+ iPEQ5qCpJhb87xNaEygE/w== 0000950123-98-001082.txt : 19980209 0000950123-98-001082.hdr.sgml : 19980209 ACCESSION NUMBER: 0000950123-98-001082 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980206 SROS: NONE GROUP MEMBERS: CHANCELLOR LGT ASSET MANAGEMENT INC GROUP MEMBERS: CHANCELLOR LGT TRUST COMPANY GROUP MEMBERS: LGT ASSET MANAGEMENT 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 SEC ACT: SEC FILE NUMBER: 005-47315 FILM NUMBER: 98524242 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: CHANCELLOR LGT ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0000911262 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 942259541 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 50 CALIFORNIA ST STREET 2: 27TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4154553313 MAIL ADDRESS: STREET 1: LEGAL DEPARTMENT STREET 2: 50 CALIFORNIA ST., 24TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: G T CAPITAL MANAGEMENT INC DATE OF NAME CHANGE: 19940210 SC 13G 1 SCHEDULE 13G 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (ANNUAL FILING) MEMBERWORKS, INC. (Name of Issuer) COMMON (Title of Class of Securities) 58600210 (CUSIP Number) Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person:(1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in 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). *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 in 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). 2 CUSIP No. 58600210 13G Page 2 of 5 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Chancellor LGT Asset Management, Inc. (94-2259541) and Chancellor LGT Trust Company (52-1576922), as Investment Advisers for various fiduciary accounts and LGT Asset Management, Inc. (94-303766) as the holding company for Chancellor LGT Asset Management, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / /0 - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Chancellor LGT Asset Management, Inc. - California Chancellor LGT Trust Company - New York LGT Asset Management, Inc. - California - -------------------------------------------------------------------------------- NUMBER OF SHARES 5 SOLE VOTING POWER BENEFICIALLY OWNED BY 823,506 shares (Note: Based on ownership of EACH 766,059 shares of the common stock REPORTING of the Issuer and 57,447 warrants PERSON WITH of the Issuer - see Item 4(a)) ---------------------------------------------------------------- 6 SHARED VOTING POWER - 0 - ---------------------------------------------------------------- 7 SOLE DISPOSITIVE POWER 823, 506 shares (see Note in row 5 above) ---------------------------------------------------------------- 8 SHARED DISPOSITIVE POWER - 0 - - -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 823, 506 shares (see Note in row 5 above) - -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.60 % - -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* HC, BK, IA - -------------------------------------------------------------------------------- 3 CUSIP No. 58600210 Page 3 of 5 *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G Item 1. Security and Issuer (a) MEMBERWORKS, INC. (the "Company") (B) Address: 680 WASHINGTON BLVD. STAMFORD, CT 06901 Item 2. Identity and Background (a) This Schedule 13G is being filed by (i) Chancellor LGT Asset Management, Inc., a California corporation, whose principal business is providing investment advisory services to registered investment companies and institutional investors, (ii) its wholly owned subsidiary, Chancellor LGT Trust Company, a New York State chartered trust company whose principal business is providing institutional investment management services and (iii) LGT Asset Management, Inc., the holding company for Chancellor LGT Asset Management, Inc. Chancellor LGT Asset Management, Inc. is a wholly owned subsidiary of LGT Asset Management, Inc. LGT Asset Management, Inc. is an indirect wholly owned subsidiary of Liechtenstein Global Trust, AG. Liechtenstein Global Trust, AG which has numerous worldwide affiliates is controlled by The Prince of Liechtenstein Foundation, a parent organization for the various business enterprises of the Princely Family of Liechtenstein. (b) The address of the principal place of business of Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company is: 1166 Avenue of the Americas, New York, New York 10036. The address of the principal place of business of LGT Asset Management, Inc. is 50 California Street, San Francisco, California 94111. (c) Chancellor LGT Asset Management, Inc. is a California corporation. Chancellor LGT Trust Company is a New York State chartered trust company. LGT Asset Management, Inc. is a California corporation. (d) Common Stock. (e) CUSIP Number: 58600210 Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check whether the person filing is a: (h) X Group, in accordance with Rule 13d-1(b)(i)(ii)(H). 4 CUSIP No. 58600210 Page 4 of 5 Item 4. Ownership (a) For the month ended DECEMBER 31, 1997, the aggregate number of shares of the Company's common stock beneficially owned by Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company, as investment advisers for various fiduciary accounts and LGT Asset Management, Inc., as the holding company, is 823,506 shares, consisting of (i) 766,059 shares of common stock of the Issuer, (ii) 29,357 warrants of the Issuer with an expiration date of March 30, 1999 and (iii) 28,090 warrants of the Issuer with an expiration date of August 15, 2000 convertible into common stock at the discretion of the owner at a ratio of 1 share of common stock for every warrant. No Reporting Person otherwise owns any shares of common stock of the Issuer. (b) Percent of Class: 5.60 based upon 14,772,447 shares outstanding. (c) Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company, as investment advisers for various fiduciary accounts, have sole power to vote or to direct to vote, and sole power to dispose of or to direct the disposition of, all of the shares reported in this statement. Chancellor LGT Asset Management, Inc. is a wholly owned subsidiary of LGT Asset Management, Inc. LGT Asset Management, Inc. is an indirect wholly owned subsidiary of Liechtenstein Global Trust, AG. Liechtenstein Global Trust, AG which has numerous worldwide affiliates is controlled by The Prince of Liechtenstein Foundation, a parent organization for the various business enterprises of the Princely Family of Liechtenstein. Item 5. Ownership of Five Percent or Less Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Chancellor LGT Asset Management, Inc. and Chancellor LGT Trust Company are investment advisers for various fiduciary accounts which are entitled to receipt of dividends and to proceeds of the sale of the shares reported in this Statement. The ownership interest of any such account does not relate to more than five percent of the Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Securities Being Reported by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of a Group See attached Exhibit I. Item 9. Notice of Dissolution of Group Not applicable. 5 CUSIP No. 58600210 Page 5 of 5 Item 10. Certification By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. 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. Date: February 6, 1998 Signatures: Chancellor LGT Asset Management, Inc. as Investment Adviser By: /s/Roberta Moore ---------------- Roberta Moore Chancellor LGT Trust Company as Investment Adviser By: /s/Roberta Moore ---------------- Roberta Moore LGT Asset Management, Inc. as Holding Company By: /s/Roberta Moore ---------------- Roberta Moore EX-99.I 2 IDENTIFICATION AND CLASSIFICATION OF MEMBERS 1 EXHIBIT I Item 3 (b) X Bank as defined in Section 3(a)(b) of the Act. Chancellor LGT Trust Company (c) X Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. Chancellor LGT Asset Management, Inc. -----END PRIVACY-ENHANCED MESSAGE-----