-----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, Q6Dck09XKwBiOpEEQsQIikOKL/4M+g/7w6ITk/H6ed5sW9lhQwOGork0oiZn3KYN /WPAAXU6XI//xiw8xZtAEA== 0000909518-05-000567.txt : 20050802 0000909518-05-000567.hdr.sgml : 20050802 20050802172642 ACCESSION NUMBER: 0000909518-05-000567 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050802 DATE AS OF CHANGE: 20050802 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: 05993020 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: Martha Stewart Partners, L.P. CENTRAL INDEX KEY: 0001331849 IRS NUMBER: 061560819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O HEIDI DELUCA STREET 2: 19 NEWTOWN TURNPIKE, 2ND FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-840-7113 MAIL ADDRESS: STREET 1: C/O HEIDI DELUCA STREET 2: 19 NEWTOWN TURNPIKE, 2ND FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 SC 13D/A 1 mspartners8-2_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) July 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 5 pages) ================================================================================ CUSIP No. 573083102 Schedule 13D Page 2 of 5 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Martha Stewart Partners, L.P. IRS ID No. 06-1560819 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): [x] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware NUMBER OF SHARES 7 SOLE VOTING POWER: 0 shares of Class A Common Stock BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 shares of Class A Common Stock EACH REPORTING 9 SOLE DISPOSITIVE POWER: 0 shares of Class A Common Stock PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 shares of Class A Common Stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 0 shares of Class A Common Stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.0% 14 TYPE OF REPORTING PERSON: PN
CUSIP No. 573083102 Schedule 13D Page 3 of 5 Statement on Schedule 13D This Amendment No. 1 ("Amendment No. 1") amends the Statement on Schedule 13D filed on August 2, 2005 (as amended, the "Schedule 13D"), by and on behalf of Martha Stewart Partners, L.P., a limited partnership organized under the laws of the State of Delaware (the "Reporting Person"). Except as otherwise indicated, capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Schedule 13D. As used herein, the "Company" shall mean Martha Stewart Living Omnimedia, Inc. 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 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows: On July 29, 2005, the Reporting Person distributed 1,064,844 shares of Class A Common Stock to its partners pursuant to the provisions of the Limited Partnership Agreement of the Reporting Person (the "MS Partners Distribution"). As a result of the MS Partners Distribution, the Reporting Person has ceased to be the beneficial owner of any shares of Class A Common Stock and thus can no longer be deemed a part of any "group" for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. Therefore, the Reporting Person will no longer file a Schedule 13D. The MS Partners Distribution was effected for estate planning purposes. Neither the Reporting Person nor M. Stewart has any present plans or intentions which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as indicated above, the information set forth in Item 4 of the Schedule 13D remains unchanged. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows: (a) As of the date hereof, and as a result of the MS Partners Distribution described in Item 4 above, (i) the Reporting Person beneficially owns zero shares of Class A Common Stock and (ii) M. Stewart beneficially owns 10,648 shares of Class A Common Stock. The Reporting Person owns an aggregate of 0.0% of the Company's Class A Common Stock. M. Stewart owns an aggregate of less than 1% of the Company's Class A Common Stock. Such percentages are 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. (b) The Reporting Person and M. Stewart, as the sole general partner of the Reporting Person, share voting and dispositive power with respect to shares of Class A Common Stock owned by the Reporting Person. M. Stewart has sole voting and dispositive power with respect to the 10,648 shares of Class A Common Stock owned by M. Stewart. CUSIP No. 573083102 Schedule 13D Page 4 of 5 (c) Neither the Reporting Person nor M. Stewart has had any other transactions in the Class A Common Stock that were effected within the last sixty days. (d) M. Stewart, as the sole general partner of the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A Common Stock beneficially owned by the Reporting Person. (e) The Reporting Person ceased to be the beneficial owner of more than 5% of the outstanding shares of Class A Common Stock on July 29, 2005. Except as indicated above, the information set forth in Item 5 of the Schedule 13D remains unchanged. [The remainder of this page intentionally left blank.] CUSIP No. 573083102 Schedule 13D Page 5 of 5 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: July 29, 2005 MARTHA STEWART PARTNERS LP By: M. Stewart, Inc., General Partner By: /s/ MARTHA STEWART ---------------------------------- Martha Stewart President -----END PRIVACY-ENHANCED MESSAGE-----