-----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, G0SoVvW5XbilfWaIXF79hLO6f7qjmDGP9v085ri4VckjNzuV1kmYKOKfjsl90YsW mS1vuwp+d9GpbvMdiBSsxA== 0000909518-05-000569.txt : 20050803 0000909518-05-000569.hdr.sgml : 20050803 20050802173240 ACCESSION NUMBER: 0000909518-05-000569 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050803 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: 05993079 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 Kostyra Spray Trust CENTRAL INDEX KEY: 0001331642 IRS NUMBER: 060643911 STATE OF INCORPORATION: CT 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 mkst8-2_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 KOSTYRA SPRAY TRUST IRS ID NO. 06-0643911 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: CONNECTICUT 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: 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 2, 2005 (as amended, the "Schedule 13D"), by and on behalf of the Martha Kostyra Spray 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. 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 874,972 shares of Class A Common Stock to Martha Stewart, as beneficiary of the Reporting Person (the "Spray Trust Distribution"). As a result of the Spray Trust 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 Spray Trust Distribution was effected for estate planning purposes. The Reporting Person has no 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 Spray Trust Distribution described in Item 4 above, the Reporting Person beneficially owns zero shares of Class A Common Stock. The Reporting Person owns an aggregate of 0.0% 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. (b) Martha Stewart and Lawrence Shire, as co-trustees of the Reporting Person, share voting and dispositive power with respect to shares of Class A Common Stock owned by the Reporting Person. (c) The Reporting Person has not had any other transactions in the Class A Common Stock that were effected within the last sixty days. CUSIP No. 573083102 Schedule 13D Page 4 of 5 (d) Martha Stewart and Lawrence Shire, 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, shares of Class A Common Stock owned by the Reporting Person. 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. (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 THE MARTHA KOSTYRA SPRAY TRUST By: /s/ LAWRENCE SHIRE -------------------------------------- Lawrence Shire, Trustee By: /s/ MARTHA STEWART -------------------------------------- Martha Stewart, Trustee -----END PRIVACY-ENHANCED MESSAGE-----