UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MSC INDUSTRIAL DIRECT CO., INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
553530 10 6
(CUSIP Number)
DECEMBER 31, 2004
(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)
* 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.
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).
CUSIP NO. 553530 10 6 Schedule 13G Page 2 of 6
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1. Name of Reporting Person S.S. or I.R.S. Identifica-
tion No. of Above Person
Mitchell Jacobson
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2. Check the Appropriate Box (a) [_]
if a Member of a Group (b) [_]
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3. S.E.C. Use Only
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4. Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting Power 12,300,814
Beneficially (6) Shared Voting Power 325,703
Owned by Each (7) Sole Dispositive Power 12,300,814
Reporting Person (8) Shared Dispositive Power 325,703
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
12,626,517
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
20.9%
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12. Type of Reporting Person
IN
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CUSIP NO. 553530 10 6 Schedule 13G Page 3 of 6
AMENDMENT NO. 2 TO SCHEDULE 13G
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This Amendment No. 2 to Schedule 13G is filed by Mitchell
Jacobson ("Mr. Jacobson") to amend and restate in its entirety the Schedule 13G,
originally filed on February 14, 1996, with respect to the Class A Common Stock
(as defined below) of MSC Industrial Direct Co., Inc. (the "Company").
This Amendment No. 2 reflects shares beneficially owned by Mr.
Jacobson and shares of the Company outstanding as of January 28, 2004.
Item 1. (a) NAME OF ISSUER
MSC Industrial Direct Co., Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
75 Maxess Road
Melville, New York 11747
Item 2. (a) NAME OF PERSON FILING
Mitchell Jacobson
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address of the principal business office of Mr. Jacobson
is c/o MSC Industrial Direct Co., Inc., 75 Maxess Road,
Melville, New York 11747.
(c) CITIZENSHIP
United States.
(d) TITLE OF CLASS OF SECURITIES
Class A Common Stock, par value $.001 per share (the "Class A
Common Stock")
(e) CUSIP NUMBER
553530 10 6
Item 3. Not applicable.
Item 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
Mr. Jacobson may be deemed to beneficially own 12,626,517
shares of Class A Common Stock as a result of his direct
ownership
CUSIP NO. 553530 10 6 Schedule 13G Page 4 of 6
of, and/or voting and dispositive power over: (i) 169,669
shares of Class A Common Stock held by Mr. Jacobson; (ii)
11,981,145 shares of Class B Common Stock, par value $.001 per
share, that are convertible into shares of Class A Common
Stock on a one-to-one basis (the "Class B Common Stock"), held
by Mr. Jacobson; (iii) 150,000 exercisable options to purchase
shares of Class A Common Stock held by Mr. Jacobson; (iv)
169,561 shares of Class B Common Stock held by the Mitchell
Jacobson 1998 Qualified Seven Year Annuity Trust, of which Mr.
Jacobson is a settlor; and (v) 156,142 shares of Class B
Common Stock held by the Marjorie Diane Gershwind 1998
Qualified Seven Year Annuity Trust, of which Mr. Jacobson is
the sole trustee. Mr. Jacobson disclaims beneficial ownership
of all the shares of Class B Common Stock owned by the
Marjorie Diane Gershwind 1998 Qualified Seven Year Annuity
Trust and all the shares of Class B Common Stock owned by the
Mitchell Jacobson 1998 Qualified Seven Year Annuity Trust.
(b) PERCENTAGE OWNED:
Based on calculations made in accordance with Rule 13d-3, and
there being approximately 47,978,877 shares of Class A Common
Stock outstanding (as reported by the Company in its Quarterly
Report on Form 10-Q for the fiscal quarter ended November 27,
2004), Mr. Jacobson may be deemed to beneficially own
approximately 20.8% of the outstanding Class A Common Stock.
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO DIRECT
THE DISPOSITION:
(i) Sole voting power: 12,300,814
(ii) Shared voting power: 325,703
(iii) Sole dispositive power: 12,300,814
(iv) Shared dispositive power: 325,703
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
CUSIP NO. 553530 10 6 Schedule 13G Page 5 of 6
Not applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF 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. CERTIFICATION
Not applicable.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
CUSIP NO. 553530 10 6 Schedule 13G Page 6 of 6
SIGNATURES
After reasonable inquiry and to my best knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated as of February 10, 2005
By: /s/ J. Robert Small
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J. Robert Small
Attorney-in-Fact