MemberWorks Incorporated
Ticker: MBRS 680 Washington Boulevard, Suite 1100
Exchange: NASDAQ-National Market Stamford, Connecticut 06901
Industry: Service (203) 324-7635

Type of Shares:Common Shares Filing Date:8/21/96
U.S. Shares:2,700,000 Offer Date:10/18/96
Non-U.S. Shares:0 Filing Range:$15.00 - $17.00
Primary Shares:2,400,000 Offer Price:$17.00
Secondary Shares:300,000 Gross Spread:$1.19
Offering Amount: $43,200,000 Selling:$0.69
Expenses:$900,000 Reallowance:$0.10
Shares Out After:14,550,177

ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
Hambrecht & Quist IncorporatedCo-manager (415) 576-3423
PaineWebber IncorporatedCo-manager (212) 713-2626

Auditor: Price Waterhouse
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
6/30/96 6/30/96
Revenue:$57.01Assets:$41.93
Net Income:-$5.25Liabilities:$57.77
EPS:-$0.42Equity:-$15.85

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading designer and provider of innovative membership service programs. The company addresses the needs of organizations seeking to leverage the expertise of an outside provider in offering these programs. The company offers its programs to increasingly sophisticated consumers seeking economy, efficiency and convenience in their purchase of products and services. For participating vendors, the programs provide the opportunity to reach a large number of demographically attractive members at minimal incremental marketing cost. The company currently offers eight membership programs in broad lifestyle areas such as health, dental, travel, entertainment, sports, financial, and computers and software. The company offers memberships primarily on an individual basis. Individual memberships are marketed by the company to consumers listed in databases provided to it by clients.

Use of Proceeds
The proceeds from the offering will be used for redemption of redeemable preferred stock and general corporate purposes, including the acquisition of new members, program development, capital expenditures and working capital.

Last updated: 12/8/96

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