SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.________)*
Memberworks Inc.
(Name of Issuer)
Common Stock (Par Value $.01)
(Title of Class of Securities)
586002107
(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 there to 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).
(Continued on following pages)
Page 1 of 6 Pages
CUSIP No. 586002107 Page 2 of 6
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brown Investment Advisory & Trust Company ("BIATC"), its
wholly owned subsidiary, Brown Investment Advisory Incorporated ("BAI").
52-1811121
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Brown Investment Advisory & Trust Company and Brown Advisory
Incorporated are Maryland corporations.
NUMBER OF 5 SOLE VOTING POWER
SHARES BIATC 80845 shares
BAI 176738 shares
257583 shares
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY BIATC 0 shares
BAI 0 shares
0 shares
EACH REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH BIATC 80845 shares
BAI 176738 shares
257583 shares
8 SHARED DISPOSITIVE POWER
BIATC 0 shares
BAI 0 shares
0 shares
CUSIP No. 586002107 Page 3 of 6
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
BIATC 80845 shares
BAI 176738 shares
257583 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
BIATC .6%
BAI 1.4%
2.0%
12. TYPE OF REPORTING PERSON*
BIATC - BK
BAI - IA
*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1. (a) NAME OF ISSUER: Memberworks Inc.
(b) Address of Issuer's Principal Executive Offices:
680 Washington Boulevard, Stamford, CT 06901
Item 2. (a) NAME OF PERSON FILING:
Brown Investment Advisory & Trust Company ("BIATC"), its wholly
owned subsidiary, Brown Investment Advisory Incorporated ("BAI").
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
901 South Bond Street, Suite 400
Baltimore, Maryland 21231
(c) CITIZENSHIP:
Brown Investment Advisory & Trust Company and Brown Advisory
Incorporated are Maryland corporations.
CUSIP No. 586002107 Page 4 of 6
(d) TITLE OF CLASS OF SECURITIES:
Common Stock of ($.01 par) of Memberworks Inc.
(e) CUSIP Number:
586002107
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
For BIATC
(b) [x] Bank as defined in section 3(a)(6) of the Act
For BAI
(e) [x] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
Item 4. OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: As of December 31, 2002
BIATC 80845 shares
BAI 176738 shares
257583 shares
(b) PERCENT OF CLASS:
BIATC .6%
BAI 1.4%
2.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
BIATC 80845 shares
BAI 176738 shares
257583 shares
CUSIP No. 586002107 Page 5 of 6
(ii) shared power to vote or to direct the vote:
BIATC 0 shares
BAI 0 shares
0 shares
(iii) sole power to dispose or to direct the disposition of:
BIATC 80845 shares
BAI 176738 shares
257583 shares
(iv) shared power to dispose or to direct the disposition of:
BIATC 0 shares
BAI 0 shares
0 shares
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.
Not applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable
Item 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
CUSIP No. 586002107 Page 6 of 6
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
purpose or effect.
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.
Date: As of December 31, 2002
Signature: Brown Investment Advisory & Trust Company
By: /S/ Sandra J. Doeller
Title: Principal
Signature: Brown Investment Advisory Incorporated
By: /S/ Sandra J. Doeller
Title: Principal