UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 15, 2002
MSC INDUSTRIAL DIRECT CO., INC.
(Exact name of registrant as specified in its charter)
New York 1-14130 11-3289165
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(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)
75 Maxess Road 11747
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Melville, NY
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 812-2000
Item 4. Changes in Registrant's Certifying Accountant
On May 15, 2002, MSC Industrial Direct Co, Inc. (the "Company") engaged
Ernst & Young LLP to serve as the Company's independent auditors for the year
ended August 31, 2002. The Company's independent auditor since 1995 has been
Arthur Andersen LLP. This determination was approved by the Board of Directors
of the Company upon the recommendation of the Audit Committee of the Company.
The ratification of the appointment of auditors for fiscal year 2003 will be
considered by the Company's stockholders at the 2003 Annual Meeting anticipated
to be held in January 2003.
The Company dismissed Arthur Andersen LLP on May 15, 2002. The
determination to dismiss Arthur Andersen LLP was approved by the Board of
Directors of the Company upon the recommendation of the Audit Committee of the
Company.
During the years ended September 1, 2001 and August 26, 2000 and for
the interim period through the date the relationship ended, there were no
disagreements with Arthur Andersen LLP on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or procedure which,
if not resolved to Arthur Andersen LLP's satisfaction, would have caused them to
make reference to the subject matter of the disagreement in connection with
their reports.
The audit reports of Arthur Andersen LLP on the Company's consolidated
financial statements as of and for the fiscal years ended September 1, 2001 and
August 26, 2000 did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Company's two most recent fiscal years and
through March 2, 2002.
The Company provided Arthur Andersen LLP with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen LLP's letter,
dated May 22, 2002, stating its agreement with such statements.
During the years ended September 1, 2001 and August 26, 2000 and
through March 2, 2002, the Company did not consult Ernst & Young LLP regarding
any matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits: 16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 22, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MSC INDUSTRIAL DIRECT CO., INC.
By: /s/ Charles Boehlke
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Name: Charles Boehlke
Title: Senior Vice President
and Chief Financial Officer
Date: May 22, 2002