$uper Winter Sale for Martha Stewart

Martha Stewart (search) collected only $228,000 off the ImClone (search) stock sale that led to her indictment on charges of obstruction of justice.

But she made $45 million on the sale of her own stock - and now it looks like she completed that sale after finding out her ImClone trades were being investigated, a development that could have hurt the value of her own company's shares, The Post has learned.

It's not clear if the U.S. Attorney's Office in Manhattan, which has charged Stewart, is investigating her sale of Martha Stewart Living Omnimedia (MSO) shares. But officials in that office say their investigation into her stock sales is continuing.

Insider selling in March 2002 is a key element in a civil class-action suit that was filed against Stewart and her company by MSO shareholders last August.

But the nine-count felony indictment filed last week against Stewart and her Merrill Lynch & Co. stockbroker, Peter Bacanovic (search), suggests that selling may have occurred months earlier, at the start of January 2002.

The indictment alleges that Stewart and Bacanovic engaged in a conspiracy to cover up her Dec. 27, 2001, ImClone sale. But the indictment also provides fresh dates that put the spotlight on her sale 12 days later - on Jan. 8, 2002 - of $45 million worth of her MSO stock to a hedge fund named ValueAct Partners.

A spokesman for Stewart's company insisted yesterday that the MSO sale was proper and that any inference to the contrary is "fundamentally untrue."

According to a source in the case, the MSO sale on Jan. 8 occurred after compliance officials at Merrill Lynch, responding to an inquiry from SEC investigators, contacted Bacanovic on Jan. 3 regarding heavy selling of ImClone Systems stock from the accounts of his clients, including Waksal and Stewart.

According to the indictment, when Bacanovic was questioned by SEC staff lawyers four days later (on Jan. 7) regarding Stewart's sale, he told them that Stewart had sold her ImClone shares as a result of an agreement she had worked out with him roughly two weeks earlier, on Dec. 20, to sell if the ImClone price fell below $60.

The indictment charges that Bacanovic's "60-and-out" assertion was a lie and the start of the cover-up between him and Stewart.

But the period during which the cover-up allegedly began - between Jan. 3 and 7 - also marked the period during which Stewart was completing the private sale of her MSO stock to ValueAct Partners.

The transaction was concluded on Jan. 8. ValueAct's senior partner, Jeffrey Ubben, is now chairman of the board of Stewart's company. He assumed the seat last week after Stewart stepped down as both chairman and CEO in the wake of her indictment.

The transaction itself was brokered by the Wall Street investment firm of Monness, Crespie & Hart. The firm's name partner, Andrew Monness, was Stewart's first boss when she worked as a stockbroker on Wall Street in the 1960s.

A Martha Stewart Living Omnimedia spokesman told The Post last summer that the idea for Stewart to sell a large block of her MSO stock had originated with Monness and been put to her by him a year earlier, in the summer of 2001. The spokesman said the idea had languished until December 2001, when "serious talks" began.

A source at the company now says that the size of the block (3 million shares) and the $15 per share price were both agreed to by Stewart on Dec. 8, with most other deal points having been settled by Dec. 22. But, says the source, further discussions did continue through the Christmas holidays and right up until Jan. 7, when the two sides finally shook hands on a completed package.

It is unknown whether Stewart alerted Ubben to the SEC's interest in her ImClone sale at any point during this period, and if so, how she characterized it. Both individuals declined to comment on the matter.

When news of her ImClone troubles finally became public in June 2002, MSO's stock price plunged 25 percent in a week, to $15 per share. Since then it has fallen another 33 percent, closing at $10.12 per share yesterday.