-----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, SfF9KJtFA/3FJb8eovmMJa3nt0kpJpMfNP9f1ayDZGrAKjYLcnIavqgwLYceX55t u4DD2fgXVW/l2xUE3hlDSw== 0000909518-05-000745.txt : 20050916 0000909518-05-000745.hdr.sgml : 20050916 20050916145027 ACCESSION NUMBER: 0000909518-05-000745 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050916 DATE AS OF CHANGE: 20050916 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: 051088784 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 2000 Family Trust CENTRAL INDEX KEY: 0001331640 IRS NUMBER: 066512871 STATE OF INCORPORATION: NY 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 jd9-16_13d4.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) August 30, 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 2000 Family Trust IRS ID No. 06-6512871 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [_] (b) [x] 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: New York NUMBER OF SHARES 7 SOLE VOTING POWER: 37,270 shares of Class A Common Stock BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 0 shares of Class A Common Stock (See Item 5) EACH REPORTING 9 SOLE DISPOSITIVE POWER: 37,270 shares of Class A Common Stock PERSON WITH 10 SHARED DISPOSITIVE POWER: 0 shares of Class A Common Stock (See Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 37,270 shares of Class A Common Stock (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: [x] (See Item 5) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): Less than 1% (See Item 5) 14 TYPE OF REPORTING PERSON: OO
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 3, 2005 (as amended, the "Schedule 13D"), by and on behalf of the Martha Stewart 2000 Family Trust (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 4. PURPOSE OF TRANSACTION. Item 4 of the Schedule 13D is amended and supplemented by adding the following after the last paragraph thereof: THE GIFT On August 30, 2005, Martha Stewart made a gift of 1,000,000 shares of Class A Common Stock to the Martha and Alexis Stewart Charitable Foundation (the "Foundation"), of which Martha Stewart and Alexis Stewart are co-trustees. 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. (a) As of the date hereof, the Reporting Person beneficially owns 37,270 shares of Class A Common Stock. The Reporting Person owns an aggregate of less than 1% of the Company's Class A Common Stock, which is calculated based on a total of 23,778,627 shares of Class A Common Stock outstanding as of August 3, 2005, as reported in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2005. By virtue of the relationships described in Item 4 above, the Reporting Person may be deemed to have become a member of a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. For purposes of disclosing the number of shares beneficially owned by the Reporting Person, the Reporting Person may also be deemed a beneficial owner, with shared voting and dispositive power, of an additional 267,600 shares of Class A Common Stock owned beneficially and directly by Martha Stewart, 27,623,512 shares of Class B Common Stock owned beneficially and directly by MSFLP, each of which is convertible at the option of the holder into one share of Class A Common Stock, 29,816 shares of Class A Common Stock owned beneficially and directly by the 1999 Trust, 10,648 shares of Class A Common Stock owned beneficially and directly by M. Stewart and, as a result of the gift described in Item 4 above, 1,000,000 shares of Class A Common Stock owned beneficially and directly by the Foundation, for a total beneficial ownership of 28,968,846, which represents 56.1% of the shares of Class A Common Stock outstanding. The Reporting Person disclaims beneficial ownership of all such securities, and this report shall not be deemed to be an admission that it is the beneficial owner of such securities. MSFLP and Martha Stewart, individually, as the sole general partner of MSFLP and as co-trustee or trustee, as applicable, of each of the Reporting Person, the 1999 Trust and the Foundation, report separately on Schedule 13G. M. Stewart, the 1999 Trust, the Foundation, Alexis Stewart, individually and as co-trustee of the Foundation, and Lawrence Shire, as co-trustee of the Reporting Person, report separately on Schedules 13D. CUSIP No. 573083102 Schedule 13D Page 4 of 5 Part (d) of Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows: (d) (i) Lawrence Shire and Martha Stewart, as co-trustees of the Reporting Person, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 37,270 shares of Class A Common Stock owned by the Reporting Person. (ii) Martha Stewart is the record owner of 27,891,112 shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Class A Common Stock. (iii) The 1999 Trust is the record owner of 29,816 shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own. Martha Stewart, as the sole trustee of the 1999 Trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Class A Common Stock. (iv) M. Stewart is the record owner of 10,648 shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Class A Common Stock. (v) The Foundation is the record owner of 1,000,000 shares of Class A Common Stock that the Reporting Person may be deemed to beneficially own. Martha Stewart and Alexis Stewart, as co-trustees of the Foundation, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Class A Common Stock. Except as provided herein, no person other than each respective owner referred to herein of Class A Common Stock is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such Class A Common Stock. 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: August 30, 2005 THE MARTHA STEWART 2000 FAMILY TRUST By: /s/ Lawrence Shire -------------------------------- Lawrence Shire, Trustee By: /s/ Martha Stewart ------------------------------- Martha Stewart, Trustee -----END PRIVACY-ENHANCED MESSAGE-----