Letter of Transmittal (2004)Full Document 

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                             LETTER OF TRANSMITTAL
                        TO TENDER SHARES OF COMMON STOCK
                                PURSUANT TO THE
               OFFER TO PURCHASE FOR CASH DATED NOVEMBER 15, 2004
                                       BY

                            MEMBERWORKS INCORPORATED
                                       OF
                   UP TO 500,000 SHARES OF ITS COMMON STOCK,
                           PAR VALUE $0.01 PER SHARE
                  AT A PURCHASE PRICE NOT GREATER THAN $35.00
                         NOR LESS THAN $30.00 PER SHARE

THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON DECEMBER 15, UNLESS THE TENDER OFFER IS EXTENDED.

                    The Depositary for the Tender Offer is:

                   AMERICAN STOCK TRANSFER AND TRUST COMPANY
                       MAIDEN LANE, PLAZA LEVEL -- LOBBY
                               NEW YORK, NY 10038


                                                            
           By Mail:                         By Hand:                  By Overnight Courier:
 American Stock Transfer and      American Stock Transfer and      American Stock Transfer and
        Trust Company                    Trust Company                    Trust Company
59 Maiden Lane, Plaza Level --   59 Maiden Lane, Plaza Level --          6201 15th Avenue
            Lobby                            Lobby                      Brooklyn, NY 11219
      New York, NY 10038               New York, NY 10038
By Facsimile Transmission: (For Eligible Institutions Only) (718) 234-5001 For Confirmation Only: Telephone: (800) 937-5449 THE OFFER TO PURCHASE AND THIS LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. DELIVERIES TO MEMBERWORKS INCORPORATED OR THE ALTMAN GROUP, INC., THE INFORMATION AGENT, WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE, WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY. DELIVERIES TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY. This Letter of Transmittal is to be used by stockholders of MemberWorks Incorporated ("MemberWorks") only if (1) certificates for shares are to be forwarded with it, or such certificates will be delivered under a Notice of Guaranteed Delivery previously sent to the depositary, or (2) a tender of shares is to be made by book-entry transfer to the account maintained by the depositary at The Depository Trust Company, referred to as the "book-entry transfer facility," pursuant to Section 3 of the Offer to Purchase. Stockholders who desire to tender shares under the tender offer and who cannot deliver the certificates for their shares or who are unable to comply with the procedures for book-entry transfer before the Expiration Date (as defined in Section 1 of the Offer to Purchase), and who cannot deliver all other documents required by this Letter of Transmittal to the depositary before the Expiration Date, may tender their shares according to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase. See Instruction 2. Your attention is directed in particular to the following: 1. If you want to retain your shares, you do not need to take any action. 2. If you want to participate in the tender offer and wish to maximize the chance of having MemberWorks Incorporated accept for payment shares you are tendering hereby, you should check the box marked "shares Tendered at Price Determined Under the Tender Offer" below and complete the other portions of this Letter of Transmittal as appropriate. You should understand that this election has the same effect as if you had selected the minimum price of $30.00 per share. 3. If you wish to select a specific price at which you will be tendering your shares, you should select one of the boxes in the section captioned "shares Tendered at Price Determined by Stockholder" below and complete the other portions of this Letter of Transmittal as appropriate. IN ANY EVENT, YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFER TO PURCHASE OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AT THE ADDRESS OR TOLL-FREE NUMBER INDICATED ON THE BACK COVER OF THIS LETTER OF TRANSMITTAL. LIST BELOW THE CERTIFICATE NUMBERS AND NUMBER OF SHARES TO WHICH THIS LETTER OF TRANSMITTAL RELATES. IF THE SPACE PROVIDED BELOW IS INADEQUATE, LIST THE CERTIFICATE NUMBERS TENDERED ON A SEPARATELY EXECUTED AND SIGNED SCHEDULE AND AFFIX THE SCHEDULE TO THIS LETTER OF TRANSMITTAL. THE NAMES AND ADDRESSES OF THE STOCKHOLDERS SHOULD BE PRINTED, IF NOT ALREADY PRINTED BELOW, EXACTLY AS THEY APPEAR ON THE CERTIFICATES REPRESENTING THE SHARES TENDERED HEREBY. THE SHARES THAT THE UNDERSIGNED WISHES TO TENDER SHOULD BE INDICATED IN THE APPROPRIATE BOXES. 2
----------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED ----------------------------------------------------------------------------------------------------------------------------------- NAME(S) AND ADDRESS(ES) OF REGISTERED STOCKHOLDER(S) NUMBER OF SHARES (PLEASE FILL IN EXACTLY CERTIFICATE REPRESENTED BY NUMBER OF SHARES
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