MEMBERWORKS INC

expiry = 2004-12-15...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 OFFER TO PURCHASE, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON WEDNESDAY DECEMBER 15, 2004, UNLESS THE TENDER OFFER IS EXTENDED November 15, 2004 We hereby invite our stockholders to tender up to 500,000 shares of our common stock for purchase by us at a price not greater than $35.00 nor less than $30.00 per share, net to the se...

expiry = 2004-12-15...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 OFFER TO PURCHASE, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON WEDNESDAY DECEMBER 15, 2004, UNLESS THE TENDER OFFER IS EXTENDED November 15, 2004 We hereby invite our stockholders to tender up to 500,000 shares of our common stock for purchase by us at a price not greater than $35.00 nor less than $30.00 per share, net to the se...

expiry = 2005-01-07...,000 SHARES OF ITS COMMON STOCK, PAR VALUE $0.01 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $38.50 NOR LESS THAN $33.50 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 7, 2005, UNLESS THE TENDER OFFER IS FURTHER 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 Tra...

listed = True...representations must not be relied upon as having been authorized by us. THIS TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THIS TENDER OFFER, HOWEVER, IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The shares are listed and traded on The Nasdaq National Market under the symbol "VTRU". On November 5, 2004, the last full trading day before announcement of the tender offer, the last reported sale price of the shares on The Nasdaq National Market was $31.874. Stockholders are urged to obtain current market quotations for the shares. See Section 8. Our board of directors has approve...

listed = True...representations must not be relied upon as having been authorized by us. THIS TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THIS TENDER OFFER, HOWEVER, IS SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The shares are listed and traded on The Nasdaq National Market under the symbol "VTRU". On November 5, 2004, the last full trading day before announcement of the tender offer, the last reported sale price of the shares on The Nasdaq National Market was $31.874. Stockholders are urged to obtain current market quotations for the shares. See Section 8. Our board of directors has approve...

mechanism = DUTCH...ffering to purchase up to 500,000 of shares of its common stock, par value $0.01 per share, in a tender offer. WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE AND WHAT WILL BE THE FORM OF PAYMENT? We are conducting the tender offer through a procedure called a modified "Dutch Auction". This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $30.00 to $35.00 per share. We will select the lowest purchase price that will allow us to buy 500,000 shares or, if a lesser number of shares are properly tendered, al...

mechanism = DUTCH...ffering to purchase up to 500,000 of shares of its common stock, par value $0.01 per share, in a tender offer. WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE AND WHAT WILL BE THE FORM OF PAYMENT? We are conducting the tender offer through a procedure called a modified "Dutch Auction". This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $30.00 to $35.00 per share. We will select the lowest purchase price that will allow us to buy 500,000 shares or, if a lesser number of shares are properly tendered, al...

must_tender_all = True...d, as determined by us in our reasonable judgment, that these events will occur. See Section 7. WHAT HAPPENS IF MORE THAN 500,000 SHARES ARE TENDERED IN THE TENDER OFFER? We will purchase shares: - first, from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us and do not withdraw them before the expiration date; - second, after purchasing the shares from the "odd lot" holders, from all other stockholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions descri...

must_tender_all = True...d, as determined by us in our reasonable judgment, that these events will occur. See Section 7. WHAT HAPPENS IF MORE THAN 500,000 SHARES ARE TENDERED IN THE TENDER OFFER? We will purchase shares: - first, from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us and do not withdraw them before the expiration date; - second, after purchasing the shares from the "odd lot" holders, from all other stockholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis, subject to the conditional tender provisions descri...

must_tender_all = True...d as withdrawn, subject to reinstatement if such conditionally tendered shares are subsequently selected by random lot for purchase subject to Sections 3 and 6 of the Offer to Purchase. CONDITIONAL TENDERS WILL BE SELECTED BY RANDOM LOT ONLY FROM STOCKHOLDERS WHO TENDER ALL OF THEIR SHARES. If conditional tenders would otherwise be so regarded as withdrawn and would cause the total number of shares to be purchased to fall below 500,000 then, to the extent feasible, Vertrue will select enough of such conditional tenders that would otherwise have been so withdrawn to permit Vertrue to purchase 500,000 shares. In selecting am...

price = USD 30.0-35.0...a procedure called a modified "Dutch Auction". This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $30.00 to $35.00 per share. We will select the lowest purchase price that will allow us to buy 500,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares we...

price = USD 30.0-35.0...a procedure called a modified "Dutch Auction". This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for the tender offer is $30.00 to $35.00 per share. We will select the lowest purchase price that will allow us to buy 500,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares we...

price = USD 33.5...o maximize the chance of having Vertrue purchase all of the shares tendered (subject to the possibility of proration). Selecting Box B has the same effect as selecting the minimum price per share of $33.50. A stockholder may complete only Box A or Box B. If both Box A and Box B are completed, or neither Box A nor Box B are completed, there is no proper tender of shares. A stockholder wishing to tender portions of such sto...

threshold = 100...purchase shares in the following order of priority: - First, all shares validly tendered at or below the purchase price and not withdrawn on or prior to the expiration date by or on behalf of any stockholder who owns of record or beneficially, an aggregate of fewer than 100 shares ("odd lots") and who validly tenders all of such shares (partial and conditional tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Letter of Transmittal. - Second, after purchase of all the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 6,...

threshold = 100...purchase shares in the following order of priority: - First, all shares validly tendered at or below the purchase price and not withdrawn on or prior to the expiration date by or on behalf of any stockholder who owns of record or beneficially, an aggregate of fewer than 100 shares ("odd lots") and who validly tenders all of such shares (partial and conditional tenders will not qualify for this preference) and completes the box captioned "Odd Lots" on the Letter of Transmittal. - Second, after purchase of all the shares properly tendered by odd lot holders, subject to the conditional tender provisions described in Section 6,...

threshold = 100...------------------------------------ To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record an aggregate of fewer than 100 shares. The undersigned either (CHECK ONE BOX): [ ] is the beneficial or record owner of an aggregate of fewer than 100 shares and is tendering all of those shares; or [ ] is a broker, dealer, commercial bank, trust company or other nominee that: (a) is tendering, for the beneficial owner(s) thereof, shares with respect to which it is the record owner; and (b) believes, based upon representations made to it by such beneficial owner(s), that each such person is t...

txn_type = TENDER_OFFEREX-99.A.1.I 2 y68679exv99waw1wi.txt OFFER TO PURCHASE EXHIBIT 99(a)(1)(i) MEMBERWORKS INCORPORATED OFFER TO PURCHASE FOR CASH 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 OFFER TO PURCHASE, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON WEDNESDAY DECEMBER...

txn_type = TENDER_OFFEREX-99.A.1.I 2 y68679a1exv99waw1wi.txt OFFER TO PURCHASE EXHIBIT 99(a)(1)(i) MEMBERWORKS INCORPORATED OFFER TO PURCHASE FOR CASH 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 OFFER TO PURCHASE, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON WEDNESDAY DECEMBER...

txn_type = TENDER_OFFEREX-99.A.1.X 3 y68679a3exv99waw1wx.txt AMENDED LETTER OF TRANSMITTAL EXHIBIT 99(a)(1)(ii) VERTRUE INCORPORATED AMENDED LETTER OF TRANSMITTAL TO TENDER SHARES OF COMMON STOCK PURSUANT TO THE OFFER TO PURCHASE FOR CASH DATED NOVEMBER 15, 2004 AS AMENDED AND SUPPLEMENTED DATED DECEMBER 20, 2004 BY VERTRUE INCORPORATED OF UP TO 500,000 SHARES OF ITS COMMON STOCK, PAR VALUE $0.01 PER SHARE AT A PURCHASE PRICE NOT GREATER THAN $38.50 NOR LESS THAN $33.50 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS HAVE BEEN EXTENDED AND NOW EXPIRE AT 5:00 P.M...