-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I4WJLaHFXvQKYRpHMOZezxMOuajCTLuX7GlqczGN/t1JM/+f0c21cvq3Ok968hUc KoTcNzgiaZQvVTGOKo3Jjg== 0000909518-05-000493.txt : 20050706 0000909518-05-000493.hdr.sgml : 20050706 20050706152833 ACCESSION NUMBER: 0000909518-05-000493 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARTHA STEWART LIVING OMNIMEDIA INC CENTRAL INDEX KEY: 0001091801 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 522187059 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57891 FILM NUMBER: 05940481 BUSINESS ADDRESS: STREET 1: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128278000 MAIL ADDRESS: STREET 1: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEWART ALEXIS GILBERT CENTRAL INDEX KEY: 0001315483 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 203-840-7113 MAIL ADDRESS: STREET 1: C/O HEIDI DELUCA STREET 2: 19 NEWTOWN TPKE CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 jd7-6_13da1.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Martha Stewart Living Omnimedia, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of class of securities) 573083102 (CUSIP number) Thomas Roberts, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8479 (Name, address and telephone number of person authorized to receive notices and communications) June 29, 2005 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. * 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 disclosures provided in a prior cover page. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. The information required on 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 7 pages) ================================================================================ CUSIP No. 573083102 Schedule 13D Page 2 of 7 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Alexis Stewart 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [_] 3 SEC USE ONLY 4 SOURCE OF FUNDS: N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: United States NUMBER OF SHARES 7 SOLE VOTING POWER: 0 shares of Class a Common Stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 28,968,846 shares of Class A Common Stock (1) EACH 9 SOLE DISPOSITIVE POWER: REPORTING 0 shares of Class A Common Stock PERSON WITH 10 SHARED DISPOSITIVE POWER: 28,968,846 shares of Class A Common Stock (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 28,968,846 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 56.3% (2) 14 TYPE OF REPORTING PERSON: IN (1) Includes 28,968,846 shares of Class A Common Stock which the Reporting Person may beneficially own pursuant to (i) a revocable proxy, dated as of October 6, 2004, whereby Martha Stewart appointed the Reporting Person as her true and lawful proxy, attorney-in-fact and agent with respect to all of the securities of the Company that are owned by Martha Stewart from time to time and a power of attorney, dated as of October 6, 2004, whereby Martha Stewart appointed the Reporting Person as her attorney-in-fact and (ii) a revocable proxy, dated as of October 6, 2004, whereby the Martha Stewart Family Limited Partnership ("MSFLP") appointed the Reporting Person as its true and lawful proxy, attorney-in-fact and agent with respect to all of the securities of the Company that are owned by MSFLP from time to time. The 28,968,846 shares of Class A Common Stock include the following: (i) 5,100 shares of Class A Common CUSIP No. 573083102 Schedule 13D Page 3 of 7 Stock owned by Martha Stewart, (ii) options to purchase 262,500 shares of Class A Common Stock held by Martha Stewart which are exercisable within 60 days of June 29, 2005, but excludes options to purchase 37,500 shares of Class A Common Stock held by Martha Stewart which are not exercisable within 60 days of June 29, 2005, and (iii) 28,701,246 shares of the Company's Class B Common Stock, par value $0.01 per share (the "Class B Common Stock"), each of which is convertible at the option of the holder into one share of Class A Common Stock, and all of which are owned by MSFLP and indirectly owned by Martha Stewart as the sole general partner of MSFLP. (2) Based upon a total of 22,474,335 shares of Class A Common Stock outstanding as of May 4, 2005, as reported in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005, and assumes (i) the conversion of 28,701,246 shares of Class B Common Stock and (ii) the exercise of options to purchase 262,500 shares of Class A Common Stock held by Martha Stewart which are exercisable within 60 days of June 29, 2005, but assumes no other exercises or conversions of any other derivative or convertible securities relating to the Company's Class A Common Stock. CUSIP No. 573083102 Schedule 13D Page 4 of 7 Statement on Schedule 13D This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule 13D filed on January 26, 2005 (as amended, the "Schedule 13D") by and on behalf of Alexis Stewart (the "Reporting Person"). Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. ITEM 1. SECURITY AND ISSUER. Item 1 of the Schedule 13D is amended and restated in its entirety to read as follows: This statement relates to shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock"), of Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the "Company"). The Company's principal executive offices are located at 11 West 42nd Street, New York, New York 10036. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 of the Schedule 13D is amended and restated in its entirety to read as follows: Not applicable in that the transaction involved the distribution of, and not the acquisition of, securities. Except as indicated above, the information set forth in Item 3 of the Schedule 13D remains unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Part (a) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows: (a) As of the date hereof, the Reporting Person may be deemed to beneficially own 28,968,846 shares of Class A Common Stock. This number includes (i) 5,100 shares of Class A Common Stock owned by Martha Stewart, (ii) options to purchase 262,500 shares of Class A Common Stock held by Martha Stewart which are exercisable within 60 days of June 29, 2005, and (iii) 28,701,246 shares of the Company's Class B Common Stock, owned directly by MSFLP and indirectly by Martha Stewart as the sole general partner of MSFLP, each of which is convertible at the option of the holder into one share of Class A Common Stock. The Reporting Person may be deemed to own an aggregate of 56.3% of the Company's Class A Common Stock, which is calculated based on a total of 22,474,335 shares of Class A Common Stock outstanding as of May 4, 2005, as reported in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2005, and assumes (i) the conversion of 28,701,246 shares of Class B Common Stock and (ii) the exercise of options to purchase 262,500 shares of Class A Common Stock held by Martha Stewart which are exercisable within 60 days of June 29, 2005, but assumes no other exercises or conversions of any other derivative or convertible securities relating to the Company's Class A Common Stock. Part (b) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows: (b) The table below sets forth for the Reporting Person the numbers of shares of Class A Common Stock for which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, or sole or shared power to dispose or to direct the disposition. CUSIP No. 573083102 Schedule 13D Page 5 of 7 Reporting Person ---------------- Sole Power to Vote/ Direct Vote 0 Shared Power to Vote/ Direct Vote 28,968,846 Sole Power to Dispose/ Direct Disposition 0 Shared Power to Dispose/ Direct Disposition 28,968,846 Part (c) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows: (c) On June 29, 2005, MSFLP conveyed 421,614 shares of Class B Common Stock to the Company for no consideration. These shares of Class B Common Stock are owned directly by MSFLP, and indirectly by Martha Stewart as the sole general partner of MSFLP. Under an agreement between MSFLP and the Company, MSFLP periodically conveys a number of shares of Class B Common Stock to the Company corresponding, on a net treasury basis, to the number of options exercised under the Company's 1997 Nonqualified Class A LLC Unit/Stock Option Plan during the relevant period. Theses shares are then cancelled by the Company. Except as indicated above, the information set forth in Item 5 of the Schedule 13D remains unchanged. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Item 7 of the Schedule 13D is amended to add the following exhibits: Exhibit A - Revocable Proxy, dated October 6, 2004, executed by Martha Stewart Exhibit B - New York Power of Attorney of Martha Stewart, dated October 6, 2004 Exhibit C - Connecticut Power of Attorney of Martha Stewart, dated October 6, 2004 Exhibit D - Revocable Proxy, dated October 6, 2004, executed by the Martha Stewart Family Limited Partnership [The remainder of this page intentionally left blank.] CUSIP No. 573083102 Schedule 13D Page 6 of 7 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. Dated: June 29, 2005 /s/ Alexis Stewart - ---------------------- Alexis Stewart CUSIP No. 573083102 Schedule 13D Page 7 of 7 EXHIBIT INDEX Exhibit Description ------- ----------- A - Revocable Proxy, dated October 6, 2004, executed by Martha Stewart B - New York Power of Attorney of Martha Stewart, dated October 6, 2004 C - Connecticut Power of Attorney of Martha Stewart, dated October 6, 2004 D - Revocable Proxy, dated October 6, 2004, executed by the Martha Stewart Family Limited Partnership EX-1 2 jd7-6ex_a.txt A EXHIBIT A REVOCABLE PROXY The undersigned hereby constitutes and appoints Alexis Stewart as the undersigned's true and lawful proxy, attorney-in-fact and agent with respect to all of the securities of Martha Stewart Living Omnimedia, Inc., a Delaware corporation, that are owned by the undersigned from time to time to appear, vote and otherwise act, or to consent in the absence of a meeting, with respect to such securities all in the name, place and stead of the undersigned in the same manner that the undersigned might do and with the same powers. The undersigned hereby ratifies and confirms all that said proxy, attorney-in-fact and agent shall do or cause to be done by virtue hereof. This Revocable Proxy shall remain in full force and effect until revoked by the undersigned in a writing delivered to the foregoing proxy, attorney-in-fact and agent. This Revocable Proxy is executed as of the date set forth below. /s/ Martha Stewart - ------------------------ Martha Stewart Dated: October 6, 2004 EX-2 3 jd7-6ex_b.txt B EXHIBIT B DURABLE GENERAL POWER OF ATTORNEY NEW YORK STATUTORY SHORT FORM THE POWERS YOU GRANT BELOW CONTINUE TO BE EFFECTIVE SHOULD YOU BECOME DISABLED OR INCOMPETENT CAUTION: THIS IS AN IMPORTANT DOCUMENT. IT GIVES THE PERSON WHOM YOU DESIGNATE (YOUR "AGENT") BROAD POWERS TO HANDLE YOUR PROPERTY DURING YOUR LIFETIME, WHICH MAY INCLUDE POWERS TO MORTGAGE, SELL, OR OTHERWISE DISPOSE OF ANY REAL OR PERSONAL PROPERTY WITHOUT ADVANCE NOTICE TO YOU OR APPROVAL BY YOU. THESE POWERS WILL CONTINUE TO EXIST EVEN AFTER YOU BECOME DISABLED OR INCOMPETENT. THESE POWERS ARE EXPLAINED MORE FULLY IN NEW YORK GENERAL OBLIGATIONS LAW, ARTICLE 5, TITLE 15, SECTIONS 5-1502A THROUGH 5-1503, WHICH EXPRESSLY PERMIT THE USE OF ANY OTHER OR DIFFERENT FORM OF POWER OF ATTORNEY. THIS DOCUMENT DOES NOT AUTHORIZE ANYONE TO MAKE MEDICAL OR OTHER HEALTH CARE DECISIONS. YOU MAY EXECUTE A HEALTH CARE PROXY TO DO THIS. IF THERE IS ANYTHING ABOUT THIS FORM THAT YOU DO NOT UNDERSTAND, YOU SHOULD ASK A LAWYER TO EXPLAIN IT TO YOU. THIS is intended to constitute a DURABLE GENERAL POWER OF ATTORNEY pursuant to Article 5, Title 15 of the New York General Obligations Law: I, Martha Stewart, c/o Martha Stewart Living Omnimedia, Inc., 19 Newtown Turnpike, 2nd Floor, Westport, CT 06880 (insert your name and address) do hereby appoint: Alexis Stewart, 27 North Moore Street, Apt. PH-E, New York, NY 10013 (If 1 person is to be appointed agent, insert the name and address of your agent above) (If 2 or more persons ore to be appointed agents by you insert their names and addresses above) my attorney(s)-in-fact TO ACT (If more than one agent is designated, CHOOSE ONE of the following two choices by putting your initials in ONE of the blank spaces to the left of your choice). [ ] Each agent may SEPARATELY act. [ ] All agents must act TOGETHER. (If neither blank space is initialed, the agents will be required to act TOGETHER) IN MY NAME, PLACE AND STEAD in any way which I myself could do, if I were personally present, with respect to the following matters as each of them is defined in Title 15 of Article 5 of the New York General Obligations Law to the extent that I am permitted by law to act through an agent: (DIRECTIONS: Initial in the blank space to the left of your choice any one or more of the following lettered subdivisions as to which you WANT to give your agent authority. If the blank space to the left of any particular lettered subdivision is NOT initialed, NO AUTHORITY WILL BE GRANTED for matters that are included in that subdivision. Alternatively, the letter corresponding to each power you wish to grant may be written or typed on the blank line in subdivision "(Q)", and you may then put your initials in the blank space to the left of subdivision "(Q)" in order to grant each of the powers so indicated.) [ ] (A) real estate transactions; [ ] (M) making gifts to my spouse, children and more remote descendants, and parents, not to exceed in the aggregate $10,000 to each of such persons in any year; [ ] (B) chattel and goods transactions; [ ] (C) bond, share and commodity transactions; [ ] (D) banking transactions; [ ] (N) tax matters; [ ] (E) business operating transactions; [ ] (O) all other matters [ ] (F) insurance transactions; [ ] (P) full and unqualified authority to my attorney(s)-in-fact to delegate any or all of the foregoing powers to any person or persons whom my attorney(s)-in-fact shall select; [ ] (G) estate transactions; [ ] (H) claims and litigation; [ ] (I) personal relationships and affairs; [ ] (J) benefits from military service; [ ] (Q) each of the above matters identified by the following letters: [ ] (K) records, reports and statements; [ ] (L) retirement benefit transactions; B, C, D, E, F, I, K and N MS
(Special provisions and limitations may be included in the statutory short form durable power of attorney only if they conform to the requirements of section 5-1503 of the New York General Obligations Law.) This Durable Power of Attorney shall not be affected by my subsequent disability or incompetence. If every agent named above is unable or unwilling to serve, I appoint (insert name and address of successor) to be my agent for all purposes hereunder. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, I HEREBY AGREE THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND I FOR MYSELF AND FOR MY HEIRS, EXECUTORS, LEGAL REPRESENTATIVES AND ASSIGNS, HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT. THIS DURABLE GENERAL POWER OF ATTORNEY MAY BE REVOKED BY ME AT ANY TIME. In Witness Whereof, I have hereunto signed my names this 6 day of October, 2004. (YOU SIGN HERE:) /s/ Martha Stewart -------------------------------- (Signature of Principal) ACKNOWLEDGEMENT IN NEW YORK STATE STATE OF NEW YORK, COUNTY OF NEW YORK ss.: On October 6, 2004, before me, the undersigned, personally appeared Martha Stewart personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. /s/ Jenya Stumacher ----------------------------------- (signature and office of individual making acknowledgement) ACKNOWLEDGEMENT OUTSIDE NEW YORK STATE STATE OF COUNTY OF ss: On_________________ before me, the undersigned, personally appeared___________________ personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, and that such individual made such appearance before the undersigned in (insert city or political subdivision and state or county or other place acknowledgment taken). ------------------------------------ (signature and office of individual making acknowledgment) AFFIDAVIT THAT POWER OF ATTORNEY IS IN FULL FORCE (Sign before a notary public) STATE OF COUNTY OF _________________ ss: being duly sworn, deposes and says: 1. The Principal within did, in writing, appoint me as the Principal's true and lawful ATTORNEY(S)-IN-FACT in the within Power of Attorney. 2. I have no actual knowledge or actual notice of revocation or termination of the Power of Attorney by death or otherwise, or knowledge of any facts indicating the same. I further represent that the Principal is alive, has not revoked or repudiated the Power of Attorney and the Power of Attorney still is in full force and effect. 3. I make this affidavit for the purpose of inducing to accept delivery of the following Instrument(s), as executed by me in my capacity as the ATTORNEY(S)-IN-FACT, with full knowledge that this affidavit will be relied upon in accepting the execution and delivery of the Instrument(s) and in paying good and valuable consideration therefor: Sworn to before me on ---------------------------------------- EX-3 4 jd7-6ex_c.txt C EXHIBIT C Connecticut Statutory Short Form Power of Attorney Notice: The powers granted by this document are broad and sweeping. They are defined in Connecticut Statutory Short Form Power of Attorney Act, sections 1-42 to 1-56 inclusive, of the general statutes, which expressly permits the use of any other or different form of power of attorney desired by the parties concerned. The grantor of any power of attorney or the attorney-in-fact may make application to a court of probate for an accounting as provided in subsection (b) of section 45a-175. Know All Men by These Presents, which are intended to constitute a GENERAL POWER OF ATTORNEY pursuant to Connecticut Statutory Short Form Power of Attorney Act: That I, Martha Stewart, c/o Martha Stewart Living Omnimedia, Inc., 19 Newtown Turnpike, 2nd Floor, Westport, CT 06880, do hereby appoint Alexis Stewart, 27 North Moore Street, Apt. PH-E, New York, NY 10013, my attorney-in-fact TO ACT... If more than one agent is designated and principal wishes each agent alone to be able to exercise the power conferred, insert in this blank the word "severally" . Failure to make any insertion or the insertion of the word "jointly" shall require the agents to act jointly. First: In my name, place and stead in any way which I myself could do, if I were personally present, with respect to the following matters as each of them is defined in Connecticut Statutory Short Form Power of Attorney Act to the extent that I am permitted by law to act through an agent: (Strike out and initial in the opposite box any one or more of the subdivisions as to which the principal does NOT desire to give the agent authority. Such elimination of any one or more of subdivisions (A) to (L), inclusive, shall automatically constitute an elimination also of subdivision (M).) To strike out any subdivision the principal must draw subdivision a line through the text of the subdivision AND write his initials in the box opposite. ---(A)----- real estate transactions;---------------------- (MS) (B) chattel and goods transactions; ( ) (C) bond, share and commodity transactions; ( ) (D) banking transactions; ( ) (E) business operating transactions; ( ) (F) insurance transactions; ( ) --- (G)----- estate transactions;---------------------------- (MS) --- (H)----- claims and litigation;-------------------------- (MS) (I) personal relationships and affairs; ( ) --- (J)----- benefits from military service;----------------- (MS) (K) records, reports and statements; ( ) --- (L)----- health care decisions;-------------------------- (MS) --- (M)----- all other matters; ----------------------------- (MS) (Special provisions and limitations may be included in the statutory short form power of attorney only if they conform to the requirements of the Connecticut Statutory Short Form Power of Attorney Act). This power of attorney shall not be affected by my subsequent disability or incompetence. Second: With full and unqualified authority to delegate any or all of the foregoing powers to any person or persons whom my attorney(s)-in-fact shall select; Third: Hereby ratifying and confirming all that said attorney(s) or substitute(s) do or cause to be done. IN WITNESS WHEREOF I have hereunto signed my name and affixed my seal this 6th, day of October, 2004. /s/ Martha Stewart - -------------------------------- (Signature of Principal) (Seal) 2 STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the 6th day of October, 2004, before me, the undersigned, personally appeared Martha Stewart, known to me (or satisfactory proof) to be the person whose name she subscribed to the within instrument and acknowledged that she executed the same for the purposes contained therein. IN WITNESS WHEREOF I hereunto set my hand. /s/ Jenya Erica Stumacher ----------------------------- Notary Public [SEAL] My commission expires: JENYA ERICA STUMACHER Notary Public, State of New York No. 02ST6059900 Qualified in Westchester County Commission Expires December 26, 2006 - ------------------------------------- (ACKNOWLEDGEMENT) 3 EX-4 5 jd7-6ex_d.txt D REVOCABLE PROXY The undersigned hereby constitutes and appoints Alexis Stewart as the undersigned's true and lawful proxy, attorney-in-fact and agent with respect to all of the securities of Martha Stewart Living Omnimedia, Inc., a Delaware corporation, that are owned by the undersigned from time to time to appear, vote and otherwise act, or to consent in the absence of a meeting, with respect to such securities all in the name, place and stead of the undersigned in the same manner that the undersigned might do and with the same powers. The undersigned hereby ratifies and confirms all that said proxy, attorney-in-fact and agent shall do or cause to be done by virtue hereof. This Revocable Proxy shall remain in full force and effect until revoked by the undersigned in a writing delivered to the foregoing proxy, attorney-in-fact and agent. This Revocable Proxy is executed as of the date set forth below. THE MARTHA STEWART FAMILY LIMITED PARTNERSHIP By: /s/ Martha Stewart -------------------------------- Name: Martha Stewart Title: General Partner Dated: October 6, 2004 -----END PRIVACY-ENHANCED MESSAGE-----