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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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, 2007
(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).
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CUSIP NO. 553530 10 6 Schedule 13G Page 2 of 7
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1. Name of Reporting 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 11,702,826
Beneficially (6) Shared Voting Power 0
Owned by Each (7) Sole Dispositive Power 11,702,826
Reporting Person (8) Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
11,702,826
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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)
19.9%
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12. Type of Reporting Person
IN
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CUSIP NO. 553530 10 6 Schedule 13G Page 3 of 7
AMENDMENT NO. 5 TO SCHEDULE 13G
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This Amendment No. 5 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, as amended by Amendment No. 1,
filed on February 17, 2004, Amendment No. 2, filed on February 10, 2005,
Amendment No. 3, filed on January 23, 2006 and Amendment No. 4. filed February
12, 2007, with respect to the Class A Common Stock (as defined below) of MSC
Industrial Direct Co., Inc. (the "Company").
This Amendment No. 5 reflects shares beneficially owned by
Mr. Jacobson and shares of the Company outstanding as of the date hereof.
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 11,702,826
shares of Class A Common Stock as a result of his direct or
indirect ownership of, and/or voting and dispositive power
over:
CUSIP NO. 553530 10 6 Schedule 13G Page 4 of 7
(a) 130,169 shares of Class A Common Stock held by Mr.
Jacobson;
(b) 250,000 shares of Class A Common Stock issuable upon
the exercise by Mr. Jacobson of vested options;
(c) 71,951 shares of Class A Common Stock held by the
Mitchell Jacobson 2005 Grantor Retained Annuity
Trust #2, of which Mr. Jacobson is the settlor;
(d) 5.033.827 shares of Class B Common Stock, par value
$.001 per share, that are convertible into shares of
Class A Common Stock on a one-for-one basis (the
"Class B Common Stock"), held by Mr. Jacobson;
(e) 1,116,779 shares of Class B Common Stock held by the
Mitchell L. Jacobson 2005 Grantor Retained Annuity
Trust, of which Mr. Jacobson is the settlor;
(f) 23,460 shares of Class B Common Stock held by the
Mitchell L. Jacobson 2005 Grantor Retained Annuity
Trust #2, of which Mr. Jacobson is the settlor;
(g) 548,280 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor Retained Annuity Trust
#3, of which Mr. Jacobson is the settlor and
trustee;
(h) 872,480 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor Retained Annuity Trust
#4, of which Mr. Jacobson is the settlor and
trustee;
(i) 416,458 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor Retained Annuity Trust
#5, of which Mr. Jacobson is the settlor and
trustee;
(j) 439,422 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor Retained Annuity Trust
#6, of which Mr. Jacobson is the settlor and
trustee;
(k) 300,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#7, of which Mr. Jacobson is the settlor and
trustee;
(l) 250,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#8, of which Mr. Jacobson is the settlor and
trustee;
CUSIP NO. 553530 10 6 Schedule 13G Page 5 of 7
(m) 500,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#9, of which Mr. Jacobson is the settlor and
trustee;
(n) 250,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#10, of which Mr. Jacobson is the settlor and
trustee;
(o) 250,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#11, of which Mr. Jacobson is the settlor and
trustee;
(p) 250,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#12, of which Mr. Jacobson is the settlor and
trustee;
(q) 500,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#13, of which Mr. Jacobson is the settlor and
trustee;
(r) 500,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor retained Annuity Trust
#14, of which Mr. Jacobson is the settlor and
trustee; and
(s) 600,000 shares of Class B Common Stock held by the
Mitchell L. Jacobson Grantor Retained Annuity Trust
#15, of which Mr. Jacobson is the settlor and
trustee.
Mr. Jacobson disclaims beneficial ownership of all shares of
Class A Common Stock and Class B Common Stock held by the
Mitchell L. Jacobson 2005 Grantor Retained Annuity Trust, the
Mitchell L. Jacobson 2005 Grantor Retained Annuity Trust #2,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #3,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #4,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #5,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #6,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #7,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #8,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #9,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #10,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #11,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #12,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #13,
the Mitchell L. Jacobson Grantor Retained Annuity Trust #14,
and the Mitchell L. Jacobson Grantor Retained Annuity Trust
#15.
(b) PERCENTAGE OWNED:
Based on calculations made in accordance with Rule 13d-3, and
there being approximately 47,275,758 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
December 1, 2007), Mr. Jacobson may be deemed to beneficially
own approximately 19.9% 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: 11,702,826
(ii) Shared voting power: 0
(iii) Sole dispositive power: 11,702,826
(iv) Shared dispositive power: 0
CUSIP NO. 553530 10 6 Schedule 13G Page 6 of 7
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
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 7 of 7
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 14, 2008
By: /s/ J. Robert Small
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J. Robert Small
Attorney-in-Fact