-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BhGOetcCk3zGpRlv73c4bTx1Cq7DXYL1zGeMNImt+oQQRnHFELsa9JgvP9HsljoP 1sZrKHgnqi2NS03UuqVeeg== 0000950136-02-001580.txt : 20020522 0000950136-02-001580.hdr.sgml : 20020522 20020522163212 ACCESSION NUMBER: 0000950136-02-001580 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020515 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSC INDUSTRIAL DIRECT CO INC CENTRAL INDEX KEY: 0001003078 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 113289165 STATE OF INCORPORATION: NY FISCAL YEAR END: 0902 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14130 FILM NUMBER: 02660024 BUSINESS ADDRESS: STREET 1: 151 SUNNYSIDE BLVD CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 5163497100 MAIL ADDRESS: STREET 1: 151 SUNNYSIDE BLVD CITY: PLAINVIEW STATE: NY ZIP: 11803 8-K/A 1 file001.txt AMENDED FORM 8-K 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 -------- ------- ---------- (State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.) 75 Maxess Road 11747 ----- 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 -------------------------------- Name: Charles Boehlke Title: Senior Vice President and Chief Financial Officer Date: May 22, 2002 EX-16.1 3 file002.txt CHIEF ACCOUNTANT LETTER Exhibit 16.1 May 22, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam We have read the first through sixth paragraphs of Item 4 included in the Form 8-K/A dated May 22, 2002 of MSC Industrial Direct Co., Inc. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, Arthur Andersen LLP By /s/ Christopher P. Wright --------------------------- Christopher P. Wright cc: Mr. Charles Boehlke, CFO, MSC Industrial Direct Co., Inc. -----END PRIVACY-ENHANCED MESSAGE-----