UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
---------------------
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSANT TO RULES 13d-1(b), (c),
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. ___ )*
Martha Stewart Living Omnimedia, Inc.
(Name of Issuer)
Class A Common Stock, par value $.01 per share
(Title of Class of Securities)
573083102
(CUSIP Number)
October 18, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-(c)
/x/ Rule 13d-1(d)
*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.
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).
<PAGE>
SCHEDULE 13G
==============================================================================
CUSIP No. 573083102 Page 2 of 5 Pages
---------- --- ---
==============================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Time Warner Inc.
13-3527249
==============================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a / / b / /
==============================================================================
3 SEC USE ONLY
==============================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
==============================================================================
5 SOLE VOTING POWER 2,585,597
NUMBER OF shares of Class A Common Stock
SHARES =========================================================
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER 0
EACH
REPORTING =========================================================
PERSON
WITH 7 SOLE DISPOSITIVE POWER 2,585,597
shares of Class A Common Stock
=========================================================
8 SHARED DISPOSITIVE POWER 0
==============================================================================
9 AGGREGATE AMOUNT BENEFICIALLY 2,585,597
OWNED BY REPORTING PERSON shares of Class A Common Stock
==============================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
==============================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.7%(1)
==============================================================================
12 TYPE OF REPORTING PERSON* HC
==============================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------------
(1) Represents 5.2% of the aggregate outstanding shares of Class A Common
Stock and Class B Common Stock. Class B Common Stock is immediately
convertible into one share of Class A Common Stock and has ten votes
per share.
<PAGE>
CUSIP No. 573083102 Page 3 of 5 Pages
--------- --- ---
Item 1(a) Name of Issuer
Martha Stewart Living Omnimedia, Inc.
-------------------------------------
Item 1(b) Address of Issuer's Principal Executive Offices:
11 West 42 Street
New York, NY 10036
Item 2(a) Name of Person Filing:
Time Warner Inc.
----------------
Item 2(b) Address of Principal Business Office or, if None, Residence:
75 Rockefeller Plaza
New York, NY 10019
Item 2(c) Citizenship: Delaware
Item 2(d) Title of Class of Securities:
Class A Common Stock, par value $.01 per share
----------------------------------------------
Item 2(e) CUSIP Number:
573083102
----------
Item 3. If This Statement is filed Pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of the Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) / / Investment company registered under Section 8 of the Investment
Company Act.
(e) / / An investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) / / A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) / / A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. / /
<PAGE>
CUSIP No. 573083102 Page 4 of 5 Pages
--------- --- ---
Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the Issuer identified
in Item 1.
(a) Amount beneficially owned: 2,585,597
---------
(b) Percent of Class: 16.7% (1)
---------
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 2,585,597
Class A Common Stock
(ii) Shared power to vote or to direct the vote 0,
(iii) Sole power to dispose or to direct the 2,585,597
disposition of Class A Common Stock
(iv) Shared power to dispose or to direct the disposition of 0,
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Time Publishing Ventures, Inc.(a wholly owned
indirect subsidiary of Time Warner Inc.) - CO
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
- -------------
(1) Represents 5.2% of the aggregate outstanding shares of Class A Common
Stock and Class B Common Stock. Class B Common Stock is immediately
convertible into one share of Class A Common Stock and has ten votes
per share.
<PAGE>
CUSIP No. 573083102 Page 5 of 5 Pages
--------- --- ---
Item 10. Certifications.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, correct and complete.
Date: February 14, 2000
TIME WARNER INC.
By: /s/ Christopher P. Bogart
----------------------------------
Name: Christopher P. Bogart
Title: Executive Vice President,
General Counsel and Secretary
