SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
AMENDMENT NO. 2
MemberWorks Incorporated
Common Stock
586002 10 7
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[X] 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 (the "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).
Continued on following page(s)
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CUSIP NO.586002 10 7 PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dennis P. Walker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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5 SOLE VOTING POWER
1,282,337
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ---------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,282,337
WITH --------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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CUSIP NO.586002 10 7 PAGE 3 OF 7 PAGES
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,282,337
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.0%
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12 TYPE OF REPORTING PERSON
IN
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Page 4 of 8
Item 1(a). Name of Issuer:
MemberWorks Incorporated
Item 1(b). Address of Issuer's Principal Executive Offices:
9 West Broad Street, Stamford, Connecticut 06902
Item 2(a). Name of Person Filing:
Dennis P. Walker
Item 2(b). Address of Principal Business Office or, if none, Residence:
9 West Broad Street, Stamford, Connecticut 06902
Item 2(c). Citizenship:
Mr.Walker is a U.S. Citizen.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
586002 10 7
Page 5 of 8
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), 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 of 1940.
(e) [ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(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.
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 6 of 8
Item 4. Ownership.
(a) Amount beneficially owned: For the year ended December 31,
2001, the aggregate number of shares of the Company's common
stock beneficially owned by Dennis P. Walker is 1,282,337
shares.
(b) Percent of class: 9.0% based upon 14,279,333 shares
outstanding.
(c) Mr. Walker has the sole and/or shared power to vote or
direct the vote of, and to dispose or direct the disposition
of, the number of shares set forth in the cover pages hereof.
Included in the 1,282,337 shares of common stock beneficially
owned by Mr. Walker are 120,225 shares issuable upon the
exercise of outstanding stock options presently exercisable or
exercisable within sixty (60) days after December 31, 2001, as
well as 180,800 shares held in trust for the benefit of Mr.
Walker's children, with respect to which shares he disclaims
beneficial ownership, 50,610 shares held by Mr. Walker's wife
directly and in a trust for her benefit, with respect to which
shares he disclaims beneficial ownership, as well as 8,500
shares held in a trust controlled by Mr. Walker.
Page 7 of 8
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
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 above 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.
Page 8 of 8
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.
February 14, 2002 Dennis P. Walker
By: /s/ Dennis P. Walker
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Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).