UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment 3 Filing
(Name of Issuer)
Memberworks Incorporated
(Title of Class of Securities)
Common Stock
(Cusip Number)
586002107
(Date of Event Which Requires Filing of this Statement)
Mar-04
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 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 provision of the Act
(however, see the Notes).
Cusip Number
586002107
1. Name of Reporting Persons.
I.R.S. identification Nos. of above persons (entities only)
Strong Capital Management, Inc. 39-1213042
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
Wisconsin
Number of shares beneficially owned by each reporting person with:
5. Sole Voting Power
0
6. Shared Voting Power
534,761
7. Sole Dispositive Power
0
8. Shared Dispositive Power
557,481
9. Aggregate Amount Beneficially Owned by Each Reporting Person
557,481
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)
5.4%
12. Type of Reporting Person (See Instructions)
IA
Cusip Number
586002107
1. Name of Reporting Persons.
I.R.S. identification Nos. of above persons (entities only)
Richard S. Strong
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4. Citizenship or Place of Organization
U.S.A.
Number of shares beneficially owned by each reporting person with:
5. Sole Voting Power
0
6. Shared Voting Power
534,761
7. Sole Dispositive Power
0
8. Shared Dispositive Power
557,481
9. Aggregate Amount Beneficially Owned by Each Reporting Person
557,481
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)
5.4%
12. Type of Reporting Person (See Instructions)
IN
Item 1(a). The name of the issuer is:
Memberworks Incorporated
Item 1(b). The principal executive office of the issuer is:
9 West Broad Street Stamford, Connecticut 06901
Item 2(a). The names of the persons filing this statement are:
Strong Capital Management, Inc. and Richard S. Strong
Item 2(b). Address of persons filing:
Strong Capital Management, Inc.
100 Heritage Reserve, Menomonee Falls, WI 53051
Richard S. Strong
c/o Godfrey & Kahn S.C.
780 N. Water Street, Milwaukee, WI 53202
Item 2(c). See Item 4 of the cover sheet for each Filer.
Item 2(d). This Statement relates to shares of the common stock of the
Issuer (the Stock )
Item 2(e). The CUSIP number of the Stock is: 586002107
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a). [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b). [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c ). [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d). [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e). [ x ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E).
(f). [ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(G).
(g). [ x ] A parent holding company or control person in accordance with
ss.240.13d-1(b)(1)(ii)(G).
(h). [ ] A savings associations as defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(I). [ ] A church plan that is excluded from the definition of an investment
company under section 3(c )(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3).
(j). [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership*
See Items 5-9 and 11 on the cover page for each filer.
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.
Strong Capital Management, Inc. is a registered investment advisor
whose clients, have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale, of the
Stock. No Individual client's holdings of the Stock are more than five
percent of the outstanding stock.
Item 7. Identification and Classification of the Subsidiary which acquired the
security being reported on by the parent holding company:
Not Applicable
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 about 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.
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934
(the Act ), as amended, the undersigned hereby agree to this joint filing on
Schedule 13G (including amendments thereto).
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 16th
day of February, 2004.
STRONG CAPITAL MANAGEMENT, INC.
By: /s/ John W. Widmer
John W. Widmer
Treasurer
Strong Capital Management, Inc.
RICHARD S. STRONG
By: /s/ Richard S. Strong
Richard S. Strong
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: April 7, 2004
Strong Capital Management, Inc.
By: /s/ John W. Widmer
John W. Widmer
Treasurer
Richard S. Strong
By: /s/ Richard S. Strong
Richard S. Strong