SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
Martha Stewart Living Omnimedia, Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01
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(Title of Class of Securities)
573083102
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(CUSIP Number)
October 18, 1999
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(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-1(c)
[X] Rule 13d-1(d)
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CUSIP No. 573083102 SCHEDULE 13G Page 2 of 10
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Martha Stewart
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 5,100 Shares of Class A Common Stock
_________________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 34,126,831 Shares of Class A Common Stock
_________________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 5,100 Shares of Class A Common Stock
_________________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 34,126,831 Shares of Class A Common Stock
________________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,131,931 Shares of Class A Common Stock (1)
________________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
68.8% (2)
________________________________________________________________________________
12 TYPE OF REPORTING PERSON
IN
________________________________________________________________________________
- ----------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) INCLUDES 34,126,831 SHARES OF CLASS B COMMON STOCK, PAR VALUE $0.01, OF
MARTHA STEWART LIVING OMNIMEDIA, INC., WHICH ARE CONVERTIBLE AT THE OPTION
OF THE HOLDER INTO AN EQUIVALENT NUMBER OF SHARES OF CLASS A COMMON STOCK.
(2) ASSUMING CONVERSION OF THE SHARES OF CLASS B COMMON STOCK INCLUDED IN THE
RESPONSE TO ITEM 9.
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CUSIP No. 573083102 SCHEDULE 13G Page 3 of 10
________________________________________________________________________________
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Martha Stewart Family Limited Partnership
IRS ID No. 06-1477498
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
________________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 0 Shares of Class A Common Stock
_________________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 34,126,831 Shares of Class A Common Stock
_________________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0 Shares of Class A Common Stock
_________________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 34,126,831 Shares of Class A Common Stock
________________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,126,831 Shares of Class A Common Stock (1)
________________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
68.8% (2)
________________________________________________________________________________
12 TYPE OF REPORTING PERSON
PN
________________________________________________________________________________
- ----------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) INCLUDES 34,126,831 SHARES OF CLASS B COMMON STOCK, PAR VALUE $0.01, OF
MARTHA STEWART LIVING OMNIMEDIA, INC., WHICH ARE CONVERTIBLE AT THE OPTION
OF THE HOLDER INTO AN EQUIVALENT NUMBER OF SHARES OF CLASS A COMMON STOCK.
(2) ASSUMING CONVERSION OF THE SHARES OF CLASS B COMMON STOCK INCLUDED IN THE
RESPONSE TO ITEM 9.
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CUSIP No. 573083102 SCHEDULE 13G Page 4 of 10
ITEM 1(a): NAME OF ISSUER:
Martha Stewart Living Omnimedia, Inc. (the "Company")
ITEM 1(b): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11 West 42nd Street
New York, New York 10036
ITEM 2(a): NAME OF PERSON FILING:
This Statement is filed by and on behalf of Martha Stewart
and the Martha Stewart Limited Partnership ("MSFLP").
ITEM 2(b): ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
11 West 42nd Street
New York, New York 10036
ITEM 2(c): CITIZENSHIP:
Martha Stewart is a United States citizen. MSLFP is a limited
partnership organized under the laws of the State of
Connecticut.
ITEM 2(d): TITLE OF CLASS OF SECURITIES:
Class A Common Stock, par value $0.01 (the "Class A
Common Stock").
ITEM 2(e): CUSIP NUMBER:
573083102
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CUSIP No. 573083102 SCHEDULE 13G Page 5 of 10
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).
ITEM 4: OWNERSHIP.
(a) Amount Beneficially Owned:
MARTHA STEWART: 34,131,931 shares of Common Stock (including
34,126,831 shares Class B Common Stock, par value
$0.01 per share, of the Company (the "Class B Common
Stock"), which are convertible at the option of the
holder into an equivalent number of shares of Class A
Common Stock)
MSFLP: 34,126,831 shares of Class A Common Stock (including
34,126,831 shares Class B Common Stock, of the
Company, which are convertible at the option of the
holder into an equivalent number of shares of Class A
Common Stock)
(b) Percent of Class:
MARTHA STEWART: 68.8% (assuming conversion of all Class B
Common Stock set forth in Item 4(a), and based on an
aggregate of 49,604,001 shares of Class A and Class B
Common Stock outstanding (as of November 23, 1999,
based on the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1999)
MSFLP: 68.8% (assuming conversion of all Class B Common
Stock set forth in Item 4(a), and based on an
aggregate of 49,604,001 shares of Class A and Class B
Common Stock outstanding (as of
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CUSIP No. 573083102 SCHEDULE 13G Page 6 of 10
November 23, 1999, based on the Company's Quartlery
Report on Form 10-Q for the period ended September 30,
1999)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
MARTHA STEWART: 5,100 shares of Class A Common Stock
MSFLP: 0 shares of Class A Common Stock
(ii) Shared power to vote or to direct the vote:
MARTHA STEWART: 34,126,831 shares of Class A Common
Stock (as set forth in Item 4(a)-(b) above, and
includes 34,126,831 shares of Class B Common
Stock held by MSFLP, of which she is general
partner)
MSFLP: 34,126,831 shares of Class A Common Stock (as
set forth in Item 4(a)-(b) above)
(iii) Sole power to dispose or to direct the disposition of:
MARTHA STEWART: 5,100 shares of Class A Common Stock
MSFLP: 0 shares of Class A Common Stock
(iv) Shared power to dispose or to direct the disposition of:
MARTHA STEWART: 34,126,831 shares of Class A Common
Stock (as set forth in Item 4(a)-(b) above, and
includes 34,126,831 shares held by MSFLP, of which
she is sole trustee)
MSFLP: 34,126,831 shares of Class A Common Stock (as
set forth in Item 4(a)-(b) above)
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CUSIP No. 573083102 SCHEDULE 13G Page 7 of 10
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.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
Not applicable.
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CUSIP No. 573083102 SCHEDULE 13G Page 8 of 10
SIGNATURES
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: February 10, 2000
/s/ Martha Stewart
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Martha Stewart
THE MARTHA STEWART FAMILY LIMITED
PARTNERSHIP
By: /s/ Martha Stewart
-----------------------------------
Name: Martha Stewart
Title: General Partner
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CUSIP No. 573083102 SCHEDULE 13G Page 9 of 10
SCHEDULES
Schedule I Joint Filing Agreement, dated February 10, 2000, among the
signatories to this Schedule 13G.
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CUSIP No. 573083102 SCHEDULE 13G Page 10 of 10
SCHEDULE I
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: February 10, 2000
/s/ Martha Stewart
----------------------------------------
Martha Stewart
THE MARTHA STEWART FAMILY LIMITED
PARTNERSHIP
By: /s/ Martha Stewart
-----------------------------------
Name: Martha Stewart
Title: General Partner
