SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

OPTIONS TO PURCHASE CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

591610100
(CUSIP Number of Class of Securities)
(Underlying Class A Common Stock)

Gregory R. Blatt, Esq.
Executive Vice President, Business Affairs, General Counsel and Secretary
Martha Stewart Living Omnimedia, Inc.
11 West 42nd Street
New York, New York 10036
(212) 827-8000

(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
Warren S. de Wied, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee*
$11,915,395	$963.96

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 4,770,408 shares of Class A Common Stock, par value $0.01, of Martha Stewart Living Omnimedia, Inc. (the “Company”) having an aggregate value of $11,915,395 will be exchanged and cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and Fee Advisory No. 11 for fiscal year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals $80.90 per million dollars of the value of the transaction.

[_] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration Number: N/A	Date Filed: N/A

[_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[_] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[_] going private transaction subject to Rule 13e-3.

[_] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [_]

               This Amendment No. 1 amends and supplements the Tender Offer Statement of Martha Stewart Living Omnimedia, Inc. (the “Company”) on Schedule TO originally filed with the Securities and Exchange Commission on September 25, 2003 (the “Schedule TO”), relating to the offer by the Company to certain employees to exchange certain of their outstanding stock options for the right to a restricted stock unit award from the Company, on the terms and subject to the conditions set forth in an Offer to Exchange, dated September 26, 2003, a copy of which was filed with the original Schedule TO as Exhibit (a)(1).

               The information in the Offer to Exchange is incorporated in this Amendment No. 1 to the Schedule TO by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 12.

Item 12 is hereby amended and supplemented as follows:

The following Exhibit is added:

(a)(16) Presentation made by the Company to holders of eligible options on September 30, 2003.

SIGNATURES

After due 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: September 30, 2003

MARTHA STEWART LIVING OMNIMEDIA, INC.
By:	/s/ Gregory R. Blatt
	Gregory R. Blatt
	Executive Vice President, Business Affairs,
	General Counsel and Secretary

EXHIBIT INDEX

Exhibit	Description
(a)(1)	Offer to Exchange, dated September 26, 2003.
(a)(2)	Form of Introductory Letter and accompanying Letter of Transmittal.
(a)(3)	Form of Restricted Stock Unit Award Agreement.
(a)(4)	Form of e-mail to Eligible Option Holders Announcing Offer.
(a)(5)	Form of Election Withdrawal Notice.
(a)(6)	Form of Reminder Notice of Expiration of Offer.
(a)(7)	The Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2002, filed with the Securities and Exchange Commission on March 31, 2003 (incorporated herein by reference).
(a)(8)	The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2003, filed with the Securities and Exchange Commission on May 15, 2003 (incorporated herein by reference).
(a)(9)	The Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2003, filed with the Securities and Exchange Commission on August 13, 2003 (incorporated herein by reference).
(a)(10)	The Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2003 (incorporated herein by reference).
(a)(11)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 7, 2003 (incorporated herein by reference).
(a)(12)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 11, 2003 (incorporated herein by reference).
(a)(13)	The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 13, 2003 (incorporated herein by reference).
(a)(14)	The Company’s definitive Proxy Statement on Schedule 14A for the 2003 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 31, 2003 (incorporated herein by reference).
(a)(15)	A description of the Company’s Class A common stock included in the Company’s Registration Statement on Form 8-A, which was filed with the Securities and Exchange Commission on October 14, 1999 (incorporated herein by reference).
(a)(16)	Presentation made by the Company to holders of eligible options on September 30, 2003.*
(b)	Not applicable.
(d)(1)	The Company’s Amended and Restated 1999 Stock Incentive Plan.

Exhibit	Description
(d)(2)	Form of Stock Option Agreement used under the Amended and Restated 1999 Stock Incentive Plan.
(d)(3)	Voting Agreement by and between the Company and Martha Stewart, dated September 25, 2003.
(g)	Not applicable.
(h)	Not applicable.

* Filed with this Amendment No. 1.

EX-99.A.16 3 y90297bexv99waw16.htm PRESENTATION

MARTHA STEWART LIVING OMNIMEDIA, INC. RESTRICTED STOCK UNIT (RSU) EXCHANGE OFFER QUESTION AND ANSWER SESSION SEPTEMBER 30, 2003 FOR ELIPS EMPLOYEES ONLY

Restricted Stock Unit Exchange Offer Black- Scholes Valuation Assumptions MSO stock Average closing price over the three months ending September 19, 2003- $8.849 Exercise price Actual exercise price of option being valued Risk free interest rate 3.075% Volatility 50.0% Dividend yield Zero Expected life of option 5 years

Restricted Stock Unit Exchange Offer Example- Option Exchange Formula Assume: Employee currently holds the following options: Exercise Price No. of options Black Scholes value per option Total option value $18.00 1,000 $2.40 $ 2,400 $15.00 1,500 $2.82 $ 4,230 $15.57 5,000 $2.73 $ 13,650 Total 7,500 $ 20,280 No. of RSU's at MSO closing price: $9.00 2,253 $9.25 2,192 $9.50 2,135

Restricted Stock Unit Exchange Offer Assume: Individual owns: 3,500 options Exercise price: $15.00 MSO share price at closing date: $ 9.00 No. of RSU's to be granted at closing of offer 1,136

Restricted Stock Unit Exchange Offer Example # 1 Assume: Future MSO share price: $9.00 Both restricted stock and stock options fully vested ________________________________________________________ Realizable value for stock option: zero (Exercise price of $15.00 is above MSO share price of $9.00) Realizable value of restricted stock $10,220 (RSU's granted in exchange offer of 1,136 X $9.00)

Restricted Stock Unit Exchange Offer Example # 2 Assume: Future MSO share price: $15.00 Both restricted stock and stock options fully vested ________________________________________________________ Realizable value for stock option: zero (Exercise price of $15.00 is at MSO share price of $15.00) Realizable value of restricted stock $17,440 (RSU's granted in exchange offer of 1,136 X $15.00)

Restricted Stock Unit Exchange Offer Example # 3 Assume: Future MSO share price: $21.00 Both restricted stock and stock options fully vested ________________________________________________________ Realizable value for stock option: $21,000 (Exercise price of $15.00 is below MSO share price of $21.00) ($21.00 less $15.00 X 3,500) Realizable value of restricted stock $23,856 (RSUs granted in exchange offer of 1,136 X $21.00)

Restricted Stock Unit Exchange Offer Example # 4 Assume: Future MSO share price: $25.00 Both restricted stock and stock options fully vested ________________________________________________________ Realizable value for stock option: $35,000 (Exercise price of $15.00 is below MSO share price of $25.00) ($25.00 less $15.00 X 3,500) Realizable value of restricted stock $28,400 (RSUs granted in exchange offer of 1,136 X $25.00)

Restricted Stock Unit Exchange Offer Impact of RSU's Vesting Schedule Previous four examples do not take into account any timing component. Restricted stock unit awards vest ratably over two years; 50% on first anniversary; 50% on second anniversary. You may be exchanging options that are already vested for unvested RSUs.

Restricted Stock Unit Exchange Offer Impact of Vesting Assume: (Previous Example #3) Option exercise price $15.00 Number of options outstanding (fully vested) 3,500 Number of Restricted Stock Units received upon exchange 1,136 MSO share price rises to $21.00 within 12 months immediately following the exchange offer MSO share price on 1st anniversary of RSU grant (approx. Oct 2004) $15.00 MSO share price on 2nd anniversary of RSU grant (approx. Oct 2005)$15.00

Restricted Stock Unit Exchange Offer Impact of Vesting (continued) Comparison of Value Realized Stock Options- gain realized if exercised 3,500 at $21.00= $21,000 3,500 X ($21.00-$15.00) RSUs gain realized if RSUs are sold on vesting dates = $17,040* 1,136 X $15.00 - amount could be realized 50% on 1st anniversary and 50% on 2nd anniversary. *If employment with MSO terminates prior to RSUs vesting, you would not realize any value from the RSUs, even though you could have realized some value from your stock options if the stock had risen above $15.00 before you left MSO.

MSO share price at exchange date MSO share price at exchange date MSO share price at exchange date Stock option exercise price $9.00 $9.25 $9.50 $18.000 24.53 24.29 24.07 $15.570 22.35 22.09 21.85 $15.000 21.84 21.57 21.33 RSU Exchange Offer- Crossover point

RSU Exchange Offer- Crossover point Example Assume: Employee currently holds the following options: Date of grant No. of options: Exercise price 10/19/99 1,000 $18.00 4/18/00 1,500 $15.00 4/09/01 5,000 $15.57 Total 7,500

RSU Exchange Offer- Crossover point Example (continued) (a) (b) (c) (b) X (c) Exercise Price No. of options Cross over price Value $18.00 1,000 $24.29 $ 24,290 $15.00 1,500 $21.57 $ 32,355 $15.57 5,000 $22.09 $110,450 Total 7,500 $167,095 Cross over price ($167,095 / 7,500) = ($167,095 / 7,500) = $22.28 Assume $9.25 share price at exchange offer closing date.

EX-99.A.16

PRESENTATION