================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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, 2005
(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
--------------------------------------------------------------------------------
1. Name of Reporting Person S.S. or I.R.S. Identifica-
tion No. of Above Person
Mitchell Jacobson
--------------------------------------------------------------------------------
2. Check the Appropriate Box (a) [_]
if a Member of a Group (b) [_]
--------------------------------------------------------------------------------
3. S.E.C. Use Only
--------------------------------------------------------------------------------
4. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of Shares (5) Sole Voting Power 12,129,975
Beneficially (6) Shared Voting Power 946,246
Owned by Each (7) Sole Dispositive Power 12,129,975
Reporting Person (8) Shared Dispositive Power 946,246
--------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
13,076,221
--------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
--------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
21.9%
--------------------------------------------------------------------------------
12. Type of Reporting Person
IN
--------------------------------------------------------------------------------
CUSIP NO. 553530 10 6 Schedule 13G Page 3 of 6
AMENDMENT NO. 3 TO SCHEDULE 13G
-------------------------------
This Amendment No. 3 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 and Amendment No. 2, filed on February 10, 2005,
with respect to the Class A Common Stock (as defined below) of MSC Industrial
Direct Co., Inc. (the "Company").
This Amendment No. 3 reflects shares beneficially owned by Mr.
Jacobson and shares of the Company outstanding as of January 3, 2006.
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 13,076,221
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) 130,169
shares of Class A Common Stock held by Mr. Jacobson; (ii)
49,100 shares of Class A Common Stock held by the Mitchell
L. Jacobson 2005 Grantor Retained Annuity Trust #2 ("GRAT
2"), of which Mr. Jacobson is the settlor and trustee; (iii)
7,650,706 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; (iv) 200,000 exercisable
options to purchase shares of Class A Common Stock held by
Mr. Jacobson; (v) 1,100,000 shares of Class B Common Stock
held by the GRAT 2; (vi) 3,000,000 shares of Class B Common
Stock held by the Mitchell L. Jacobson 2005 Grantor Retained
Annuity Trust, of which Mr. Jacobson is settlor and trustee;
and (vii) 946,246 shares of Class B Common Stock held by the
Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity
Interest Trust, of which Mr. Jacobson is the sole trustee.
Mr. Jacobson disclaims beneficial ownership of all the
shares of Class A Common Stock and Class B Common Stock
owned by the GRAT 2, all the shares of Class B Common Stock
owned by the Mitchell L. Jacobson 2005 Grantor Retained
Annuity Trust and all the shares of Class B Common Stock
owned by the Marjorie Diane Gershwind 1994 Qualified Fifteen
Year Annuity Interest Trust.
(b) PERCENTAGE OWNED:
Based on calculations made in accordance with Rule 13d-3,
and there being approximately 46,798,823 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 26, 2005), Mr. Jacobson may be deemed to
beneficially own approximately 21.9% 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: 12,129,975
(ii) Shared voting power: 946,246
(iii) Sole dispositive power: 12,129,975
(iv) Shared dispositive power: 946,246
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 January 23, 2006
By: /s/ J. Robert Small
------------------------
J. Robert Small
Attorney-in-Fact