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. 4)

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*
$1,325,720		$107.25

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 697,307 shares of Class A Common Stock, par value $0.01, of Martha Stewart Living Omnimedia, Inc. will be exchanged pursuant to this offer for an aggregate of $1,325,720 in cash. 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. 4 to Tender Offer on Schedule TO (this “Amendment”) amends and supplements the statement filed with the Securities and Exchange Commission on September 25, 2003, as amended (“Schedule TO”), by Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”). This Schedule TO relates to the offer by the Company to certain employees to exchange certain of their outstanding stock options to purchase shares of Class A Common Stock, par value $.01 per share, of the Company for the right to receive a one-time special cash bonus payment from the Company, on terms and subject to conditions set forth in an Offer to Exchange, dated September 26, 2003, as amended (the “Offer to Exchange”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “offer”).

     The information set forth in the Offer to Exchange and the related Letter of Transmittal is incorporated in this Amendment No. 4 to the Schedule TO by reference with respect to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent expressly provided herein.

     Items 1 through 11.

     On November 4, 2003, the Company distributed summary financial information in connection with the offer. The text of the Company’s email to eligible option holders providing summary financial information is attached hereto as Exhibit (a)(17).

     Items 12. Exhibits

     Item 12 is hereby amended and supplemented as follows:

     The following Exhibit is added:

2

(a)(17)  Text of e-mail sent to eligible option holders containing summary financial information.

3

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: November 4, 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 e-mail to Eligible Option Holders Announcing Offer. *
(a)(4)	Form of Election Withdrawal Notice. *
(a)(5)	Form of Reminder Notice of Expiration of Offer. *
(a)(6)	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)(7)	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)(8)	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)(9)	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)(10)	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)(11)	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)(12)	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)(13)	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)(14)	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)(15)	Presentation made by the Company to holders of eligible options on September 30, 2003.*
(a)(16)	Text of Company’s e-mail to eligible option holders announcing the extension of the offer.*
(a)(17)	Text of e-mail sent to eligible option holders containing summary financial information.**
(b)	Not applicable.
(d)(1)	The Company’s Amended and Restated 1999 Stock Incentive Plan. *
(g)	Not applicable.
(h)	Not applicable.

*
** Previously Filed
Filed with this Amendment No. 4.

5 EX-99.A.17 3 y91345a4exv99waw17.htm TEXT OF EMAIL SENT TO ELIGIBLE OPTION HOLDERS

Exhibit (a)(17)

Text of Email to Eligible Option Holders Providing Summarized Financial Information

Subject: Additional Financial Information Relating to Exchange Offer

To supplement the other materials we have provided you, we are attaching to this email certain financial information relating to Martha Stewart Living Omnimedia, Inc. All this information is already contained in public filings made by the Company, but this condensed format may be helpful to your evaluation of the exchange offer. As you know, the deadline for turning in your letter of transmittal if you want to participate in the offer is this Friday, November 7.

Selected Financial Information. The following tables present certain selected historical financial data of the Company and its consolidated subsidiaries for the periods indicated. The selected consolidated statements of income for the years ending December 31, 2002, 2001 and 2000 and the consolidated balance sheet data as of December 31, 2002 and 2001 have been derived from, and are qualified by reference to, the audited financial statements contained in our Annual Report on Form 10-K for the year ending December 31, 2002, which is incorporated herein by reference. The selected financial data as of and for the three and six month periods ended June 30, 2003 have been derived from, and are qualified by reference to, the Company’s unaudited interim financial statements included in its quarterly report on Form 10-Q for the quarter ending June 30, 2003, which is incorporated herein by reference.

MARTHA STEWART LIVING OMNIMEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)

	December 31,				June 30,
	2002		2001		2003
CURRENT ASSETS	$	241,363	$	211,142	$	225,897
NON-CURRENT ASSETS	$	83,179	$	100,479	$	79,280
CURRENT LIABILITIES	$	75,157	$	75,361	$	60,620
NON-CURRENT LIABILITIES	$	12,750	$	14,068	$	11,150
BOOK VALUE PER SHARE	$	4.77	$	4.56	$	4.71

MARTHA STEWART LIVING OMNIMEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)

												Six (6) Months
								Three (3) Months Ended				Ended
		December 31,						June 30,				June 30,
		2002		2001		2000		2003		2002		2003			2002
REVENUES		$	295,049	$	288,610	$	282,322	$	65,782	$	78,602	$	123,805		$	146,561
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE AND LOSS FROM DISCONTINUED OPERATIONS		$	13,314	$	23,615	$	21,278	$	1,233	$	8,052	$	(3,056	)	$	11,781
NET INCOME (LOSS)		$	7,268	$	21,906	$	21,278	$	931	$	6,739	$	(3,579	)	$	6,505
EARNINGS (LOSS) PER SHARE
	Basic – Income (loss) from continuing operations	$	0.27	$	0.49	$	0.44	$	0.02	$	0.16	$	(0.06	)	$	0.24
	Basic – Net income (loss)	$	0.15	$	0.45	$	0.44	$	0.02	$	0.14	$	(0.07	)	$	0.13
	Diluted – Income (loss) from continuing operations	$	0.27	$	0.48	$	0.43	$	0.02	$	0.16	$	(0.06	)	$	0.24
	Diluted – Net income (loss)	$	0.15	$	0.45	$	0.43	$	0.02	$	0.14	$	(0.07	)	$	0.13

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EX-99.A.17

TEXT OF EMAIL SENT TO ELIGIBLE OPTION HOLDERS