Edgar Filing: MSC INDUSTRIAL DIRECT CO INC

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

MSC INDUSTRIAL DIRECT CO., INC.
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and state
how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
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75 MAXESS ROAD
MELVILLE, NEW YORK 11747

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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To the Shareholders of MSC Industrial Direct Co., Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of MSC
Industrial Direct Co., Inc. (the "Company"), a New York corporation, will be
held on January 8, 2003 at 9:00 a.m., local time, at the lower level atrium of
Fleet Bank at 300 Broad Hollow Road, Melville, New York 11747, for the following
purposes:

1. To elect ten directors of the Company to serve for
one-year terms;

2. To consider and act upon a proposal to ratify the
appointment of Ernst & Young LLP as independent
certified public accountants of the Company for the
fiscal year 2003;

3. To consider and act upon such other matters as may
properly come before the meeting or any adjournment
thereof.

Only shareholders of record at the close of business on December 2,
2002 are entitled to notice of and to vote at the meeting and any adjournments
thereof.

All shareholders are cordially invited to attend the meeting. However,
to assure your representation at the meeting, you are urged to complete, sign
and date the enclosed proxy card as promptly as possible and return it in the
postage-paid envelope provided. Any shareholder attending the meeting may vote
in person even if he or she has already returned a proxy.

By Order of the Board of Directors,

Thomas Eccleston
Secretary

Melville, New York
December 6, 2002

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IMPORTANT:

THE PROMPT RETURN OF PROXIES WILL ENSURE THAT YOUR SHARES WILL
BE VOTED. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE
UNITED STATES.

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[LOGO]

75 MAXESS ROAD
MELVILLE, NEW YORK 11747

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PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS TO
BE HELD ON JANUARY 8, 2003

------------------

This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of MSC Industrial Direct Co., Inc. (the
"Company"), a New York corporation, to be used at the Annual Meeting of
Shareholders of the Company (the "Meeting") to be held at the lower level atrium
of Fleet Bank at 300 Broad Hollow Road, Melville, New York 11747, on January 8,
2003 at 9:00 a.m., local time, and at any adjournment or postponement thereof.
The approximate date on which this proxy statement, the foregoing notice and the
enclosed proxy were first mailed or given to shareholders was December 6, 2002.

Shareholders who execute proxies retain the right to revoke them at any
time by notice in writing to the Secretary of the Company, by revocation in
person at the Meeting or by presenting a later dated proxy. Unless so revoked,
shares represented by proxies received by the Company, where the shareholder has
specified a choice with respect to the election of directors or the other
proposals described in this proxy statement, will be voted in accordance with
the specification(s) so made. In the absence of such specification(s), the
shares will be voted FOR the election of all ten nominees for the Board of
Directors and FOR the ratification of the selection by the Board of Directors of
Ernst & Young LLP as the Company's independent certified public accountants for
the current fiscal year.

The expenses of solicitation of proxies for the Meeting will be paid by
the Company. Such solicitation may be made in person or by telephone by officers
and associates of the Company. Upon request, the Company will reimburse brokers,
dealers, banks and trustees, or their nominees, for reasonable expenses incurred
by them in forwarding material to beneficial owners of shares of the Company's
Class A common stock, par value $.001 per share (the "Class A Common Stock").

VOTING

Only holders of record of the Class A Common Stock and the Company's
Class B common stock, par value $.001 per share (the "Class B Common Stock"), at
the close of business on December 2, 2002 are entitled to notice of and to vote
at the Meeting. On that date, the Company had outstanding 34,291,836 shares of
Class A Common Stock and 32,137,294 shares of Class B Common Stock.

Under New York law and the Company's By-Laws, the presence in person or
by proxy of the holders of a majority of the shares of the Class A Common Stock
and the Class B Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. For these purposes, shares which are present or
represented by proxy at the Meeting will be counted regardless of whether the
holder of the shares or the proxy fails to vote on a proposal ("abstentions") or
whether a broker with authority fails to exercise its authority with respect
thereto (a "broker non-vote"). Abstentions and broker non-votes will not be
included, however, in the tabulation of votes cast on proposals presented to
shareholders. With regard to the election of directors, votes may be cast in
favor of or withheld from each nominee; votes that are withheld (e.g.,
abstentions and broker non-votes) will have no effect, as directors are elected
by a plurality of votes cast. On all matters to be voted upon at the Meeting and
any adjournment or postponement thereof, the holders of the Class A Common Stock
and the Class B Common Stock vote together as a single class, with each record
holder of Class A Common Stock entitled to one vote per share of Class A Common
Stock and each record holder of Class B Common Stock entitled to 10 votes per
share of Class B Common Stock.

The Board of Directors does not intend to bring any matter before the
Meeting, except as specifically indicated in the foregoing notice, nor does the
Board of Directors know of any matters which anyone else proposes to present for
action at the Meeting. If any other matters properly come before the Meeting,
however, the persons named in the enclosed proxy, or their duly constituted
substitutes acting at the Meeting, will be authorized to vote or otherwise act
thereon in accordance with their judgment on such matters.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The information set forth on the following table is furnished as of
November 11, 2002 (except as otherwise noted), with respect to any person
(including any "group" as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) who is known
to the Company to be the beneficial owner of more than 5% of any class of the
Company's voting securities. Except as otherwise indicated, the persons listed
below have advised the Company that they have sole voting and investment power
with respect to the shares listed as owned by them.

CLASS A COMMON STOCK (1) CLASS B COMMON STOCK
-------------------------- ------------------------------

%
AMOUNT & NATURE PERCENT OWNERSHIP
OF BENEFICIAL PERCENT AMOUNT & NATURE OF OF CLASS OF COMMON % VOTING
OWNERSHIP OF CLASS BENEFICIAL OWNERSHIP (2) STOCK (3) POWER (2)(4)
---------------- ---------- -------------------- ---------- ----------- -------------

T. Rowe Price Associates, Inc. (5) 3,921,000 11.4 -- -- 5.9 1.1
Lord Abbett & Co. (6) 2,574,020 7.5 -- -- 3.9 *
Reich & Tang Asset Management (7) 2,822,000 8.2 -- -- 4.2 *
Waddell & Reed Financial, Inc. (8) 3,689,500 10.8 -- -- 5.6 1.0
Merrill Lynch & Co. (on behalf of
Merrill Lynch Investment Managers) (9) 2,665,883 7.8 -- -- 4.0 *
Mitchell Jacobson (10) 1,117,611(11) 3.3 19,134,428(12) 59.5 30.5 54.1
Marjorie Gershwind (10) 1,121,566(13) 3.3 11,721,934(14) 36.5 19.3 33.3
Sidney Jacobson (10) 200 * 3,000,400(15) 9.3 4.5 8.4
Erik Gershwind (10) 43,250(16) * 1,797,592(17) 5.6 2.8 5.1
------------------
* Less than 1%

(1) Does not include shares of Class A Common Stock issuable upon conversion of
shares of Class B Common Stock. Shares of Class B Common Stock are
convertible at any time into shares of Class A Common Stock on a
share-for-share basis.

(2) Percentages total more than 100% because of shared beneficial ownership of
certain shares of Class B Common Stock described in footnotes 12 and 14.

(3) Indicates percentage ownership of the aggregate number of outstanding
shares of Class A Common Stock and Class B Common Stock. See footnote 1.

(4) Indicates percentage of aggregate number of votes which can be cast. On all
matters to be voted upon at the Meeting and any adjournment or postponement
thereof, the holders of the Class A Common Stock and the Class B Common
Stock vote together as a single class, with each record holder of Class A
Common Stock entitled to one vote per share of Class A Common Stock and
each record holder of Class B Common Stock entitled to 10 votes per share
of Class B Common Stock.

(5) Information as to shares owned by T. Rowe Price Associates, Inc. is as of
February 8, 2002, as set forth in an Amendment to Schedule 13G filed with
the Securities and Exchange Commission. The address of T. Rowe Price
Associates, Inc. is 100 E. Pratt Street, Baltimore, Maryland 21202.

(6) Information as to shares owned by Lord Abbett & Co. is as of January 28,
2002, as set forth in an Amendment to Schedule 13G filed with the
Securities and Exchange Commission. The address of Lord Abbett & Co. is 90
Hudson Street, Jersey City, New Jersey 07302-3973.

(Footnotes continued on next page)
3

(Footnotes continued from previous page)

(7) Information as to shares owned by Reich & Tang Asset Management is as of
February 15, 2002, as set forth in an Amendment to Schedule 13G filed with
the Securities and Exchange Commission. The address of Reich & Tang Asset
Management is 600 Fifth Avenue, 8th Floor, New York, New York 10020.

(8) Information as to shares owned by Waddell & Reed Financial, Inc. is as of
January 16, 2002, as set forth in an Amendment to Schedule 13G filed with
the Securities and Exchange Commission. The address of Waddell & Reed
Financial, Inc. is 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission,
Kansas 66201-9217.

(9) Information as to shares owned by Merrill Lynch &Co. (on behalf of Merrill
Lynch Investment Managers) is as of February 5, 2002, as set forth in
Schedule 13G filed with the Securities and Exchange Commission. The address
of Merrill Lynch & Co. is 250 Vesey Street, New York, NY 10381.

(10) The address of each person is c/o MSC Industrial Direct Co., Inc., 75
Maxess Road, Melville, New York 11747.

(11) Includes (a) 169,669 shares of Class A Common Stock owned directly by Mr.
Jacobson, (b) 709,100 shares of Class A Common Stock which may be deemed to
be beneficially owned by Mr. Jacobson as a member of Platinum Investment
Management, L.L.C., a Delaware limited liability company, the owner of such
shares, (c) 188,842 shares of Class A Common Stock which may be deemed to
be beneficially owned by Mr. Jacobson as a director of The Jacobson Family
Foundation, the owner of such shares, and (d) 50,000 shares of Class A
Common Stock issuable upon the exercise by Mr. Jacobson of options that are
presently exercisable or exercisable within 60 days of the date of this
proxy statement. Mr. Jacobson disclaims beneficial ownership of 354,550 of
the shares of Class A Common Stock owned by Platinum Investment Management,
L.L.C. and disclaims beneficial ownership of all the shares of Class A
Common Stock held by The Jacobson Family Foundation.

(12) Includes (a) 10,562,567 shares of Class B Common Stock owned directly by
Mr. Jacobson, (b) 7,032,000 shares of Class B Common Stock which may be
deemed to be beneficially owned by Mr. Jacobson as a member of JF-MSC,
L.L.C., a Delaware limited liability company, (c) 774,389 shares of Class B
Common Stock which may be deemed to be beneficially owned by Mr. Jacobson
as Settlor of the Mitchell Jacobson 1998 Qualified Seven Year Annuity Trust
and (d) 765,472 shares of Class B Common Stock owned by Marjorie Diane
Gershwind as Settlor of the Marjorie Diane Gershwind 1998 Qualified Seven
Year Annuity Trust of which trust Mr. Jacobson is the sole trustee and over
which shares he may be deemed to have beneficial ownership. Mr. Jacobson
disclaims beneficial ownership of 3,352,800 of the shares of Class B Common
Stock owned by JF-MSC, L.L.C. and disclaims beneficial ownership of all
shares of Class B Common Stock owned by the Marjorie Diane Gershwind 1998
Qualified Seven Year Annuity Trust and the Mitchell Jacobson 1998 Qualified
Seven Year Annuity Trust.

(13) Includes (a) 286,480 shares of Class A Common Stock owned directly by Ms.
Gershwind, (b) 709,100 shares of Class A Common Stock which may be deemed
to be beneficially owned by Ms. Gershwind as a member of Platinum
Investment Management, L.L.C., a Delaware limited liability company, the
owner of such shares and (c) 125,986 shares of Class A Common Stock which
may be deemed to be beneficially owned by Ms. Gershwind as a director of
The Gershwind Family Foundation, the owner of such shares. Ms. Gershwind
disclaims beneficial ownership of 354,550 of the shares of Class A Common
Stock owned by Platinum Investment Management, L.L.C. and disclaims
beneficial ownership of all the shares of Class A Common Stock held by The
Gershwind Family Foundation.

(Footnotes continued on next page)

(Footnotes continued from previous page)

(14) Includes (a) 4,302,466 shares of Class B Common Stock owned directly by Ms.
Gershwind, (b) 5,700,000 shares of Class B Common Stock which may be deemed
to be beneficially owned by Ms. Gershwind as a member of GF-MSC, L.L.C., a
Delaware limited liability company, (c) 953,994 shares of Class B Common
Stock which may be deemed to be beneficially owned by Ms. Gershwind as
Settlor of the Marjorie Diane Gershwind 1994 Qualified Fifteen Year Annuity
Trust and (d) 765,472 shares of Class B Common Stock which may be deemed to
be beneficially owned by Ms. Gershwind as Settlor of the Marjorie Diane
Gershwind 1998 Qualified Seven Year Annuity Trust. Ms. Gershwind disclaims
beneficial ownership of 3,652,000 of the shares of Class B Common Stock
owned by GF-MSC, L.L.C. and disclaims beneficial ownership of the shares of
Class B Common Stock owned by the Marjorie Diane Gershwind 1994 Qualified
Fifteen Year Annuity Trust and the Marjorie Diane Gershwind 1998 Qualified
Seven Year Annuity Trust

(15) Includes (a) 1,023,203 shares of Class B Common Stock as co-trustee for the
Erik Gershwind 1995 Trust; (b) 1,023,203 shares of Class B Common Stock as
co-trustee for the Stacey Gershwind 1995 Trust and (c) 953,994 shares of
Class B Common Stock as the sole trustee of the Marjorie Diane Gershwind
1994 Qualified Fifteen Year Annuity Trust. Mr. Jacobson disclaims
beneficial ownership of all such shares.

(16) Includes 43,250 shares of Class A Common Stock issuable upon the exercise
of Mr. Gershwind of options that are presently exercisable or exercisable
within 60 days of the date of this proxy statement.

(17) Includes (a) 774,389 shares of Class B Common Stock owned by the Mitchell
Jacobson 1998 Qualified Seven Year Annuity Trust of which trust Mr.
Gershwind is the sole trustee and over which shares he may be deemed to
have beneficial ownership, and (b) 1,023,203 shares of Class B Common Stock
as Settlor of the Erik Gershwind 1995 Trust. Mr. Gershwind disclaims
beneficial ownership of the shares of the Class B Common Stock owned by the
Mitchell Jacobson 1998 Qualified Seven Year Annuity Trust.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding the Class
A Common Stock and Class B Common Stock beneficially owned by each director and
nominee for director of the Company, by the Company's Chief Executive Officer,
by each of the Company's four most highly compensated executive officers and by
all directors, nominees for director and executive officers as a group, at the
close of business on November 11, 2002. Except as otherwise indicated, the
persons listed below have advised the Company that they have sole voting and
investment power with respect to the shares listed as owned by them.

CLASS A COMMON STOCK (1) CLASS B COMMON STOCK
----------------------------- ---------------------------
AMOUNT &
AMOUNT & NATURE NATURE OF % OWNERSHIP
OF BENEFICIAL PERCENT BENEFICIAL PERCENT OF COMMON % VOTING
OWNERSHIP OF CLASS OWNERSHIP OF CLASS STOCK (2) POWER (3)
----------------- ---------- ------------- ------------ -------------- -------------

Shelley Boxer............... 149,013 (4) * -- -- * *
Charles Boehlke............. 84,000 (5) * -- -- * *
Roger Fradin................ 72,000 (6) * -- -- * *
Mitchell Jacobson........... 1,117,611 (7) 3.3 19,134,428 (8) 59.5 30.5 54.1
Sidney Jacobson............. 200 * 3,000,400 (9) 9.3 4.5 8.4
Denis Kelly................. 113,814 (10) * -- -- * *
Raymond Langton............. 26,250 (11) * -- -- * *
Philip Peller............... 16,084 (12) * -- -- * *
David Sandler............... 313,359 (13) * -- -- * *
James Schroeder............. 445,648 (14) 1.3 -- -- * *
Ross Anker 208,677 (15) * -- -- * *
All directors, nominees for
director and executive
officers as a group --------
(thirteen persons)...... 2,688,072 7.5% 22,134,828 68.9% 37.4% 63.3%
------------------

* Less than 1%

(2) Indicates percentage ownership of the aggregate number of outstanding
shares of Class A Common Stock and Class B Common Stock. See footnote 1.

(3) Indicates percentage of aggregate number of votes which can be cast. On all
matters to be voted upon at the Meeting and any adjournment or postponement
thereof, the holders of the Class A Common Stock and the Class B Common
Stock vote together as a single class, with each record holder of Class A
Common Stock entitled to one vote per share of Class A Common Stock and
each record holder of Class B Common Stock entitled to 10 votes per share
of Class B Common Stock.

(4) Includes 4,000 shares of Class A Common Stock owned directly by Mr. Boxer
and 145,013 shares of Class A Common Stock issuable upon the exercise by
Mr. Boxer of options that are presently exercisable or exercisable within
60 days of the date of this proxy statement.

(5) Includes 4,000 shares of Class A Common Stock owned directly by Mr. Boehlke
and 80,000 shares of Class A Common Stock issuable upon the exercise by Mr.
Boehlke of options that are presently exercisable or exercisable within 60
days of the date of this proxy statement.

(6) Includes 52,000 shares of Class A Common Stock jointly owned by Mr. Fradin
and his wife and 20,000 shares of Class A Common Stock issuable upon the
exercise by Mr. Fradin of options that are presently exercisable or
exercisable within 60 days of the date of this proxy statement.

(Footnotes continued on next page)

(Footnotes continued from previous page)

(7) Includes (a) 169,669 shares of Class A Common Stock owned directly by Mr.
Jacobson, (b) 709,100 shares of Class A Common Stock which may be deemed to
be beneficially owned by Mr. Jacobson as a member of Platinum Investment
Management, L.L.C., a Delaware limited liability company, the owner of such
shares, (c) 188,842 shares of Class A Common Stock which may be deemed to
be beneficially owned by Mr. Jacobson as a director of The Jacobson Family
Foundation, the owner of such shares, and (d) 50,000 shares of Class A
Common Stock issuable upon the exercise by Mr. Jacobson of options that are
presently exercisable or exercisable within 60 days of the date of this
proxy statement. Mr. Jacobson disclaims beneficial ownership of 354,550 of
the shares of Class A Common Stock owned by Platinum Investment Management,
L.L.C. and disclaims beneficial ownership of all the shares of Class A
Common Stock held by The Jacobson Family Foundation.

(8) Includes (a) 10,562,567 shares of Class B Common Stock owned directly by
Mr. Jacobson, (b) 7,032,000 shares of Class B Common Stock which may be
deemed to be beneficially owned by Mr. Jacobson as a member of JF-MSC,
L.L.C., a Delaware limited liability company, (c) 774,389 shares of Class B
Common Stock which may be deemed to be beneficially owned by Mr. Jacobson
as Settlor of the Mitchell Jacobson 1998 Qualified Seven Year Annuity Trust
and (d) 765,472 shares of Class B Common Stock owned by Marjorie Diane
Gershwind as Settlor of the Marjorie Diane Gershwind 1998 Qualified Seven
Year Annuity Trust of which trust Mr. Jacobson is the sole trustee and over
which shares he may be deemed to have beneficial ownership. Mr. Jacobson
disclaims beneficial ownership of 3,352,800 of the shares of Class B Common
Stock owned by JF-MSC, L.L.C. and disclaims beneficial ownership of all
shares of Class B Common Stock owned by the Marjorie Diane Gershwind 1998
Qualified Seven Year Annuity Trust and the Mitchell Jacobson 1998 Qualified
Seven Year Annuity Trust.

(9) Includes (a) 1,023,203 shares of Class B Common Stock as co-trustee for the
Erik Gershwind 1995 Trust; (b) 1,023,203 shares of Class B Common Stock as
co-trustee for the Stacey Gershwind 1995 Trust and (c) 953,994 shares of
Class B Common Stock as the sole trustee of the Marjorie Diane Gershwind
1994 Qualified Fifteen Year Annuity Trust. Mr. Jacobson disclaims
beneficial ownership of all such shares.

(10) Includes 60,000 shares of Class A Common Stock owned directly by Mr. Kelly
and 53,814 shares of Class A Common Stock issuable upon the exercise by Mr.
Kelly of options that are presently exercisable or exercisable within 60
days of the date of this proxy statement.

(11) Includes 1,250 shares of Class A Common Stock owned directly by Mr. Langton
and 25,000 shares of Class A Common Stock issuable upon the exercise by Mr.
Langton of options that are presently exercisable or exercisable within 60
days of the date of this proxy statement.

(12) Includes 4,000 shares of Class A Common Stock owned directly by Mr. Peller
and 12,084 shares of Class A Common Stock issuable upon the exercise by Mr.
Peller of options that are presently exercisable or exercisable within 60
days of the date of this proxy statement.

(13) Includes 10,302 shares of Class A Common Stock owned directly by Mr.
Sandler, 2,000 shares of Class A Common Stock held in trust by Mr. Sandler
for the benefit of his children and 301,057 shares of Class A Common Stock
issuable upon the exercise by Mr. Sandler of options that are presently
exercisable or exercisable within 60 days of the date of this proxy
statement.

(14) Includes 12,000 shares of Class A Common Stock owned directly by Mr.
Schroeder and 433,648 shares of Class A Common Stock issuable upon the
exercise by Mr. Schroeder of options that are presently exercisable or
exercisable within 60 days of the date of this proxy statement.

(15) Includes 8,177 shares of Class A Common Stock owned directly by Mr. Anker
and 200,500 shares of Class A Common Stock issuable upon the exercise by
Mr. Anker of options that are presently exercisable or exercisable within
60 days of the date of this proxy statement.

ELECTION OF DIRECTORS
(ITEM 1)

Ten directors will be elected at the Meeting for a term of one year
expiring at the annual meeting of shareholders to be held in 2004 and until
their respective successors shall have been elected and shall qualify. Each of
the nominees for director was previously elected a director of the Company by
the shareholders.

The election of directors requires the affirmative vote of a plurality
of the votes cast in person or by proxy at the Meeting. Each proxy received will
be cast FOR the election of the nominees named below unless otherwise specified
in the proxy.

Each nominee has indicated that he is willing to serve as a director of
the Company, if elected, and the Board of Directors of the Company has no reason
to believe that any nominee may become unable or unwilling to serve. In the
event that a nominee should become unavailable for election for any reason, the
shares represented by a properly executed and returned proxy will be voted for
any substitute nominee who shall be designated by the current Board of
Directors. There are no arrangements or understandings between any director or
nominee for director and any other person pursuant to which such person was
selected as a director or nominee for director of the Company.

NAME OF NOMINEE PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
---------------------- ------------------------------------------- ----- --------------

Mitchell Jacobson Chairman of the Board of Directors, 51 October 1995
President and Chief Executive Officer
of the Company
Sidney Jacobson Vice Chairman of the Board of Directors 84 October 1995
of the Company
David Sandler Executive Vice President and Chief Operating 45 June 1999
Officer of the Company
Charles Boehlke Senior Vice President and Chief Financial 46 January 2001
Officer of the Company
James Schroeder Senior Vice President of Logistics of the 62 October 1995
Company
Shelley Boxer Vice President of Finance of the Company 55 October 1995
Roger Fradin President of the Security and Fire Solutions 49 July 1998
Division at Honeywell Inc.
Denis Kelly Partner of Scura, Rise & Partners LLC 53 April 1996
Raymond Langton Co-founder and Chief Executive Officer of 57 July 1997
SKM Applied Tech Products
Philip Peller Retired Partner of Arthur Andersen LLP 62 April 2000

Mitchell Jacobson was appointed Chairman of the Board of Directors of
the Company in January 1998 and was appointed President and Chief Executive
Officer of the Company upon its formation in October 1995. Mr. Jacobson has also
been President and Chief Executive Officer of Sid Tool Co., Inc., a wholly-owned
and the principal operating subsidiary of the Company (the "Operating
Subsidiary") since June 1982.

Sidney Jacobson was appointed Vice Chairman of the Board of Directors
of the Company in January 1998. Mr. Jacobson served as the Chairman of the Board
of Directors from its formation in October 1995 to January 1998. Mr. Jacobson is
a co-founder of the Operating Subsidiary and has been the Chairman of the
Operating Subsidiary since June 1982.

David Sandler was appointed Chief Operating Officer of the Company in
November 2000 and Executive Vice President of the Company in June 1999. From
September 1998 to June 1999, he served as Senior Vice President of
Administration of the Company. From September 1997 to September 1998, Mr.
Sandler was the Senior Vice President of Information Systems and Human Resources
of the Company. From September 1996 to September

1997, Mr. Sandler served as the Vice President of Information Systems and
Business Development of the Company. From 1995 to 1996, Mr. Sandler was the
Director of Business Development of the Company. From 1993 to 1995, Mr. Sandler
was the Director of Product Management and Purchasing of the Operating
Subsidiary.

Charles Boehlke was appointed Chief Financial Officer and Senior Vice
President of the Company in June 2000. From April 1996 to April 2000, Mr.
Boehlke was the Vice President of Finance for North America operations at Arrow
Electronics, Inc. From January 1994 to April 1996, Mr. Boehlke was the Chief
Financial Officer of Black & Decker Mexico.

James Schroeder was appointed Senior Vice President of Logistics of the
Company in August 1997. From October 1995 to August 1997, Mr. Schroeder served
as Vice President of Logistics of the Company. From 1995 to January 1998, Mr.
Schroeder also served as Chief Operating Officer of the Company. Mr. Schroeder
has also been Vice President of Logistics of the Operating Subsidiary since
1986.

Shelley Boxer was appointed Vice President of Finance of the Company in
June 2000. Mr. Boxer was the Vice President and Chief Financial Officer of the
Company from its formation in October 1995 until June 2000. From June 1993 to
October 1995, Mr. Boxer also served as Chief Financial Officer of the Operating
Subsidiary. Mr. Boxer was the Vice President and Chief Financial Officer of
Joyce International, Inc., a distribution and manufacturing company, from 1992
to 1993. From 1987 to 1992, Mr. Boxer was the Executive Vice President and Chief
Financial Officer of Kinney Systems, Inc., an automobile parking facility and
real estate company.

Roger Fradin is the President of the Security and Fire Solutions
Division at Honeywell Inc., a position he has held since 2000. From 1987 until
2000, Mr. Fradin was the President of the ADEMCO Group.

Denis Kelly is a Partner of Scura, Rise & Partners LLC (a private
investment banking firm), a position he has held since 2001. From July 1993
until 2001, Mr. Kelly was a Managing Director of Prudential Securities
Incorporated. Before July 1993, Mr. Kelly was President of Denbrook Capital
Corporation. Mr. Kelly is also a director and member of the audit committee of
Kenneth Cole Productions, Inc.

Raymond Langton is the Co-founder and Chief Executive Officer of SKM
Applied Tech Products, a leveraged buy-out firm. From 1995 to February 1997, Mr.
Langton was the President and Chief Executive Officer of Chicago Rawhide
Worldwide, a manufacturer of sealing devices and subsidiary of SKF USA Inc.
(itself a subsidiary of AB SKF of Sweden, a manufacturer of sealing devices and
ball bearings). From 1991 to 1995, Mr. Langton was President and Chief Executive
Officer of SKF North America, a manufacturer of ball bearings and subsidiary of
SKF USA, Inc. Mr. Langton is also a director of Berwind Corp. and the Superior
Group, both of which are privately held companies.

Philip Peller was a partner of Andersen Worldwide S.C. and Arthur
Andersen LLP from 1970 until his retirement in 1999. Mr. Peller served as
Managing Partner of Practice Protection and Partner Affairs for Andersen
Worldwide S.C. from 1998 to 1999, and as Managing Partner of Practice Protection
from 1996 to 1998. Mr. Peller also served as the Managing Director - Quality,
Risk Management and Professional Competence for Arthur Andersen's global audit
practice.

Sidney Jacobson and Mitchell Jacobson are father and son. There are no
family relationships among any of the other directors or executive officers of
the Company.

COMMITTEES, MEETINGS AND COMPENSATION OF THE BOARD OF DIRECTORS

The Board of Directors held four meetings during the last fiscal year
and acted by unanimous written consent on two occasions. Each of the directors
attended at least 75% of the meetings of the Board of Directors and committees
of the Board on which they served.

The Board of Directors has a standing Audit Committee currently
comprised of Roger Fradin, Denis Kelly, Raymond Langton and Philip Peller. Mr.
Peller is the chairman of the Audit Committee. All members of the Audit
Committee are independent, in accordance with Section 303.02 of the current New
York Stock Exchange listing standards. The Audit Committee reviews and evaluates
the Company's internal accounting and auditing procedures; recommends to the
Board of Directors the firm to be appointed as independent accountants to audit
the Company's operations and financial statements; reviews with management and
the independent accountants the Company's year-end operating results; reviews
the scope and results of the annual financial and operational audits with the

independent accountants; reviews the Company's interim operating results with
management and the independent accountants; and reviews any non-audit services
to be performed by the independent accountants and considers the effect of any
such performance on the accountants' independence. The Audit Committee met four
times in the fiscal year ended August 31, 2002.

The Board of Directors has a standing Compensation Committee currently
comprised of Roger Fradin, Denis Kelly, Raymond Langton and Philip Peller. Mr.
Langton is the chairman of the Compensation Committee. The Compensation
Committee is responsible for establishing salaries, bonuses and other
compensation for the Company's executive officers. The Compensation Committee
also administers the Company's 1995 Stock Option Plan (the "1995 Option Plan"),
1998 Stock Option Plan (the "1998 Option Plan"), and 2001 Stock Option Plan (the
"2001 Option Plan"). Pursuant to the 1995 Option Plan, the 1998 Option Plan and
the 2001 Option Plan, the Compensation Committee has the authority to determine
the persons to whom and the times at which options are to be granted, the number
of option shares to be granted and the price and other terms of options and to
designate whether options granted are intended to qualify as incentive stock
options or are to be non-qualified stock options. The Compensation Committee met
one time in the fiscal year ended August 31, 2002.

The Board of Directors does not have a standing Nominating Committee.

The Company's policy is not to pay compensation to directors who are
also associates of the Company. The Company grants options to purchase 5,000
shares of Class A Common Stock to non-employee directors upon their election and
reelection to the Board of Directors. Directors elected other than at an annual
meeting of shareholders receive a pro rata number of options. The Company also
pays each non-employee director compensation of $20,000 per annum and $1,500 per
board meeting attended, and pays an annual fee of $5,000 to the chairman of each
of the audit and compensation committees with respect to their duties in such
capacity in addition to the standard non-employee director compensation.

EXECUTIVE OFFICERS

Sidney Jacobson, Mitchell Jacobson, Charles Boehlke, David Sandler,
James Schroeder and Shelley Boxer are executive officers of the Company, holding
the offices described above. In addition, the following individuals are also
executive officers of the Company.

NAME OF OFFICER POSITION AGE EXECUTIVE OFFICER SINCE
------------------------ -------------------------------------- ------- -------------------------

Thomas Eccleston Vice President of Plant and Equipment 54 October 1995
and Secretary
Thomas Cox Senior Vice President of Sales 41 June 2000
Ross Anker Senior Vice President of Product 39 September 2001
Management and Information Systems

Thomas Eccleston was appointed Vice President of Plant and Equipment
and Secretary of the Company upon its formation in October 1995. Mr. Eccleston
has also served as the Vice President of Plant and Equipment of the Operating
Subsidiary since 1986.

Thomas Cox was appointed Senior Vice President of Sales of the Company
in April 2000. From September 1999 to April 2000, Mr. Cox was Vice President of
Sales for the North Region of the Company. From January 1998 to September 1999,
Mr. Cox served as Regional Manager for the Midwest Region of the Company. From
September 1997 to January 1998, Mr. Cox served as Director of Business
Development for the Company. From 1995 to 1997, Mr. Cox was President of Mailnet
Inc., an international delivery company.

Ross Anker was appointed Senior Vice President of Product Management
and Information Systems in September 2001. From November of 1996 to September
2001, Mr. Anker was Chief Information Officer of the Company. Prior to joining
the Company, Mr. Anker was President and founder of a consulting company based
in Cleveland, Ohio.

Each executive officer serves until his successor is appointed and
qualified or until earlier resignation, death or removal. There are no
arrangements or understandings between any executive officer and any other
person pursuant to which he was or is to be selected as an officer of the
Company. The Operating Subsidiary, however, has

entered into employment agreements with each of Mitchell Jacobson, the Chairman
of the Board, President and Chief Executive Officer of the Company and Sidney
Jacobson, the Vice Chairman of the Board of the Company, which are described on
page 15 of this proxy statement. In addition, the Company has entered into an
employment agreement with Charles Boehlke, Chief Financial Officer and Senior
Vice President of the Company, which is described on page 15 of this proxy
statement.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based solely upon a review of the filings furnished to the Company
pursuant to Rule 16a-3(e) promulgated under the Exchange Act and written
representations from its executive officers, directors and persons who own
beneficially more than 10% of either the Class A Common Stock or the Class B
Common Stock, all filing requirements of Section 16(a) of the Exchange Act were
complied with during the fiscal year ended August 31, 2002.

EXECUTIVE COMPENSATION

The following table sets forth, for the Company's last three fiscal
years, the aggregate compensation awarded to, earned by or paid to the Company's
Chief Executive Officer, to each of the Company's other four most highly
compensated executive officers who were serving as executive officers at the end
of the Company's last fiscal year (collectively, the "Named Executive
Officers"), for services rendered in all capacities to the Company and its
subsidiaries. All compensation noted below, other than stock options, was paid
by the Operating Subsidiary.

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------------------- --------------------
OTHER ANNUAL
FISCAL COMPENSATION SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS (1) (2) OPTIONS (1) COMPENSATION
--------------------------- ------ --------- ----------- ------------- ---------------------- --------------

Mitchell Jacobson 2002 $408,400 $135,000 - 250,000 $267,991(4)
President and Chief 2001 408,400 250,000 $51,488(3) 0 207,398(4)
Executive Officer 2000 408,400 0 54,932(3) 0 254,622(4)

David Sandler 2002 $370,457 $115,830 - 175,000 $3,642(6)
Executive Vice President 2001 351,000 214,500 - 125,000 3,587(6)
And Chief Operating 2000 306,808 0 $31,078(5) 200,000 1,687(6)
Officer

James Schroeder 2002 $328,270 $50,000 - 50,000 $80,297(7)
Senior Vice President, 2001 315,000 135,000 - 40,000 69,415(7)
Logistics 2000 315,000 0 - 60,000 71,032(7)

Ross Anker 2002 $293,746 $ 75,600 - 100,000 $1,739(8)
Senior Vice President of 2001 280,448 140,000 - 60,000 1,685(8)
Product Management and 2000 256,439 25,000 - 80,000 913(8)
Information Systems

Charles Boehlke 2002 $278,861 $75,600 - 100,000 $3,662(9)
Senior Vice President and 2001 274,992 100,000 - 25,000 3,649(9)
Chief Financial Officer 2000 52,884 0 - 125,000 247(9)

No restricted stock, stock appreciation rights or long-term incentive
plan payments, as defined in the regulations of the Exchange Act governing the
solicitation of proxies, were awarded to, earned by or paid to any of the Named
Executive Officers during any of the last three fiscal years.

(1) Amounts shown are for the year in which bonuses are paid or stock options
granted; all such awards relate to prior fiscal year performance.

(2) Includes perquisites and other annual benefits where such perquisites and
benefits exceed the lesser of $50,000 or 10% of the officer's annual salary
and bonus for the year. Of the amounts reported, items that exceeded 25% of
the total perquisites and benefits reported for the officer are described
below.

(Footnotes continued on next page)

(Footnotes continued from previous page)

(3) Includes club dues and expenses of approximately $30,875 and $33,140 paid
by the Company in fiscal 2001 and fiscal 2000, respectively, automobile
allowances of $7,698 and $7,792 in fiscal 2001 and 2000, respectively, and
the use of subscription concert seats valued at $12,875 and $14,000 in
fiscal 2001 and fiscal 2000, respectively.

(4) Includes group term life insurance benefits of approximately $414, $380 and
$395 paid by the Company in fiscal 2002, fiscal 2001 and fiscal 2000,
respectively, and split dollar life insurance premiums of approximately
$266,006, $205,447 and $252,727 paid by the Company in fiscal 2002, fiscal
2001 and fiscal 2000, respectively. Under the terms of such policies, a
portion of the premiums paid by the Company in fiscal 2002, fiscal 2001 and
fiscal 2000 have been reimbursed. Also includes matching contributions to
the Operating Subsidiary's 401(k) Plan of approximately $1,571, $1,571 and
$1,500 paid by the Company in fiscal 2002, fiscal 2001 and fiscal 2000,
respectively.

(5) Includes an automobile allowance of approximately $8,338 paid by the
Company in fiscal 2000 and rental payments of approximately $22,740 on an
apartment maintained by the Company for Mr. Sandler's use in fiscal 2000.

(6) Includes group term life insurance benefits of approximately $242, $187,
and $187 paid by the Company in fiscal 2002, fiscal 2001 and fiscal 2000,
respectively, and matching contributions to the Operating Subsidiary's
401(k) Plan of approximately $3,400, $3,400 and $1,500 by the Company in
fiscal 2002, fiscal 2001 and fiscal 2000, respectively.

(7) Includes group term life insurance benefits of approximately $1,188, $1,234
and $1,032 paid by the Company in fiscal 2002, fiscal 2001 and fiscal 2000,
respectively, and matching contributions to the Operating Subsidiary's
401(k) Plan of approximately $2,285, $2,181 and $1,500 paid by the Company
in fiscal 2002, fiscal 2001 and fiscal 2000, respectively. Also includes
approximately $76,824, $66,000 and $68,500 accrued by the Company in fiscal
2002, fiscal 2001 and fiscal 2000, respectively, in respect of annual
post-retirement payments to be made to Mr. Schroeder pursuant to the terms
and provisions of a written agreement between Mr. Schroeder and the Company
which was terminated by the Company on September 1, 1997.

(8) Includes group term life insurance benefits of $162, $214 and $214 paid by
the Company in fiscal 2002, fiscal 2001 and fiscal 2000, respectively, and
matching contributions to the Operating Subsidiary's 401(k) Plan of
approximately $1,577, $1,471 and $699 paid by the Company in fiscal 2002,
fiscal 2001 and fiscal 2000, respectively.

(9) Includes group term life insurance benefits of $270, $249 and $35 paid by
the Company in fiscal 2002, fiscal 2001 and fiscal 2000, respectively and
matching contributions to the Operating Subsidiary's 401(k) Plan of
approximately $3,392, $3,400 and $212 paid by the Company in fiscal 2002,
fiscal 2001and fiscal 2000 respectively.

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to the grant of
stock options under the 1998 Stock Option Plan and 2001 Stock Option Plan by the
Company during the fiscal year ended August 31, 2002 to the Named Executive
Officers listed on the Summary Compensation Table.

POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
-------------------------------------------------------- ----------------------------
PERCENTAGE OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING ASSOCIATES IN EXERCISE
OPTIONS FISCAL YEAR PRICE EXPIRATION
NAME GRANTED (#) (%) ($/SH) DATE 5% ($) 10% ($)
------------------------- -------------- -------------- ----------- ------------- ----------- -------------

Mitchell Jacobson......... 250,000 12.2% $14.50 9/21/11 $2,279,741 $5,777,316
Ross Anker................ 100,000 4.9% $14.50 9/21/11 $911,896 $2,310,926
David Sandler............. 175,000 8.6% $14.50 9/21/11 $1,595,819 $4,044,121
James Schroeder........... 50,000 2.4% $14.50 9/21/11 $455,948 $1,155,463
Charles Boehlke........... 100,000 4.9% $14.50 9/21/11 $911,896 $2,310,926

OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information with respect to the exercise
of stock options during the fiscal year ending August 31, 2002 and the value at
August 31, 2002 of unexercised stock options held by the Named Executive
Officers listed on the Summary Compensation Table.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED ON OPTIONS AT FYE OPTIONS AT FYE
NAME EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
------------------------------ ------------- -------------- --------------------------- --------------------------------

Mitchell Jacobson............. -- 0/250,000 --
Ross Anker.................... -- 185,300/170,700 $251,040/$163,124
David Sandler................. 91,767 $1,142,416 270,057/351,000 209,200/418,400
James Schroeder............... 10,000 $137,508 419,648/127,000 196,944/104,600
Charles Boehlke .............. -- 75,000/175,000 --

---------------------

(1) Fair market value of securities underlying the options at fiscal year end
minus the exercise price of the options.

EMPLOYMENT ARRANGEMENTS AND COMPENSATION PLANS

Sidney Jacobson is employed as Chairman of the Board of Directors of
the Operating Subsidiary pursuant to an employment agreement, dated as of
January 2, 1994 and amended as of October 30, 1995, which expires in January
2004. Mr. Jacobson is required to devote his full working time to the affairs of
the Operating Subsidiary. Under Mr. Jacobson's employment agreement, he receives
an annual base salary of $250,000 and is entitled to participate in employee
benefit and other fringe plans made available to the executives of the Operating
Subsidiary. If the cost of living increases by more than 6% per annum, Mr.
Jacobson's annual base salary is subject to a percentage increase equal to the 3
percentage cost of living increase. The employment agreement also provides for a
benefit of $200,000 per year until January 2, 2004 payable to Mr. Jacobson's
wife in the event of his death. Under the employment agreement, if Mr.
Jacobson's employment is terminated because he becomes incapacitated due to
physical or mental illness, he would continue to receive his salary for a six
month period following such termination and, thereafter, would receive $200,000
per year for the balance of his employment term. Mr. Jacobson would also
continue to be carried on the Operating Subsidiary's health and other insurance
plans. The employment agreement provides that Mr. Jacobson may, at his option,
elect to become a consultant and advisor to the Operating Subsidiary at an
annual fee of $300,000, in which event Mr. Jacobson will be required to be
available to the Company for up to 10 hours per week, not to exceed 40 hours in
any given month. Mr. Jacobson does not have any current intention to make such
election, and any such election would not be expected to have a material impact
on the Operating Subsidiary. The Company paid club dues and expenses on Mr.
Jacobson's behalf of $483, $20,839 and $30,370 in fiscal 2002, 2001 and 2000,
respectively. The Company also provided Mr. Jacobson with a part-time driver
whose services, and the corresponding use of a company car, were valued at
$52,695, $52,386, and $48,550 in fiscal 2002, 2001 and 2000, respectively.

Mitchell Jacobson is employed as President and Chief Executive Officer
of the Operating Subsidiary pursuant to an employment agreement, dated as of
August 1, 1994, which expires on the earlier of August 1, 2004 or 90 days after
Mr. Jacobson's written election to terminate his employment. Mr. Jacobson is
required to devote his full working time to the affairs of the Operating
Subsidiary. Under his employment agreement, Mr. Jacobson receives an annual base
salary (currently set at $408,400). Mr. Jacobson is also entitled to participate
in employee benefit and other fringe benefit plans made available to the
executives of the Operating Subsidiary. Under the employment agreement, Mr.
Jacobson's annual base salary is subject to an annual cost of living adjustment
equal to the percentage increase, if any, in a specified Consumer Price Index.
The employment agreement also provides that in the event Mr. Jacobson's
employment is terminated because he becomes incapacitated due to physical or
mental illness, Mr. Jacobson will receive payment of salary for a six-month
period following such termination and $200,000 per year for the balance of his
employment term. In the event of Mr. Jacobson's death, the agreement provides
that his wife will receive $400,000 per year for a period of three years.

Charles Boehlke is employed as Senior Vice President and Chief
Financial Officer of the Company pursuant to an agreement, dated as of June 19,
2000. Mr. Boehlke is required to devote his full working time to the affairs of
the Company. Under his agreement, Mr. Boehlke receives an annual base salary
(currently set at $278,861) and is also entitled to participate in employee
benefit and other fringe benefit plans made available to the executives of the
Company. The agreement provides that if within two years after (i) a sale by the
Company of all or substantially all of its assets, (ii) the consolidation of the
Company, (iii) the merger of the Company with any entity as a result of which
the Company is not the surviving entity as a public company or (iv) the sale of
the Company's voting securities to one or more persons (other than Mitchell
Jacobson and Marjorie Gershwind) as a result of which any such person shall
possess more than 50% of the combined voting power of the Company's then
outstanding securities (each such event, a "Change in Control"), there is a
change in the circumstances of Mr. Boehlke's employment, such as (i) a material
reduction or change in his employment duties or reporting responsibilities, (ii)
a reduction in the annual base salary from the annual base salary received prior
to a Change in Control or (iii) a material diminution in his status, working
conditions or other economic benefits from those in effect immediately prior to
a Change in Control (each such event, a "Changed Circumstance"), Mr. Boehlke may
terminate his employment with the Company. Upon such termination, or if within
two years after a Change in Control the Company terminates Mr. Boehlke's
employment other than for cause, the Company will pay Mr. Boehlke an amount
equal to his annual base salary at the time of such termination plus the amount
of any bonus paid to him in the fiscal year ending immediately prior to such
termination. The agreement provides that in the event of the termination of Mr.
Boehlke's employment other than for cause, he is entitled to a severance payment
in an amount equal only to the highest annual base salary he received at any
time during the period of his employment.

Mr. Boehlke's agreement provides that no amount shall be paid to him if such
payment would restrict the ability of the Company to utilize the "pooling of
interests" method of accounting. This method of accounting is no longer
permitted under generally accepted accounting principles. In addition, upon the
termination of Mr. Boehlke's employment other than for cause, the Company is to
retain Mr. Boehlke to provide financial consulting services for a one-year
period commencing on the date of such termination, for not more than ten (10)
hours in any calendar quarter. For such financial consulting services, the
Company is to pay Mr. Boehlke $2,500 per annum.

In January 1999, the Company entered into written agreements with each
of James Schroeder and David Sandler (each, an "Executive"). Each agreement
provides that in the event of a Change in Control, the Company shall pay to
James Schroeder and David Sandler, $2,000,000 and $1,200,000, respectively. Each
agreement further provides that if within five years after a Change in Control,
there is a Changed Circumstance, the Executive may terminate his employment with
the Company. Upon such termination, or if within five years after a Change in
Control the Company terminates the Executive's employment other than for cause,
the Company will pay the Executive a lump sum equal to the difference between
(i) the sum of (a) five times the Executive's annual base salary prior to a
change in the circumstances of the Executive's employment or termination other
than for cause and (b) five times the largest annual bonus paid to the Executive
during the three fiscal years prior to the Executive's termination and (ii) the
aggregate of all base salary and bonus amounts paid to the Executive from the
Change in Control to the Executive's termination. Each agreement provides that
no amount shall be paid to the Executives if such payment would restrict the
ability of the Company to utilize the "pooling of interests" method of
accounting. This method is no longer permitted under generally accepted
accounting principles. The Company has also agreed to indemnify each of Mr.
Schroeder and Mr. Sandler on an after tax basis (giving effect to the indemnity
payments) for certain taxes that they may become liable for on account of the
payments described above.

James Schroeder is employed as Senior Vice President of Logistics of
the Company. Mr. Schroeder and the Company are parties to a written agreement
which provides for annual benefit payments to Mr. Schroeder for seven years upon
his retirement, or his termination by the Company without cause or, in the event
of his death, to his designated beneficiary. The benefit is based upon the
growth in the Company's earnings before interest and taxes over a certain base
amount. The Company may terminate the agreement at any time and elect to prepay
Mr. Schroeder any benefits accrued by the Company up to the date of such
termination. The Company exercised its right to terminate the agreement with Mr.
Schroeder as of September 1, 1997. Under the terms of the agreement, the Company
is obligated to accrue to Mr. Schroeder's benefit the total amount that would be
due as if September 1, 1997 were Mr. Schroeder's normal retirement date.
Accordingly, the total amount due to Mr. Schroeder is approximately $211,324 of
which approximately $76,824 represents interest accrued in fiscal 2002. This
amount will accrue interest until Mr. Schroeder's normal retirement date and may
be prepaid, at the Company's election, at any time, without penalty.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION IN COMPENSATION DECISIONS

During fiscal 2002, the Compensation Committee consisted of Roger
Fradin, Denis Kelly, Raymond Langton and Philip Peller. None of the members of
the Compensation Committee was, during such year, an officer of the Company or
any of its subsidiaries or had any relationship with the Company other than
serving as a director of the Company. In addition, no executive officer of the
Company served as a director or a member of the compensation committee of any
other entity one of whose executive officers served as a director or on the
Compensation Committee of the Company.

REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

During fiscal 2002, the Compensation Committee (the "Compensation
Committee") was comprised of Roger Fradin, Denis Kelly, Raymond Langton and
Philip Peller.

The Compensation Committee is responsible to review and recommend to
the Board of Directors the overall direction for the executive compensation
strategy of the Company and for the ongoing monitoring of the strategy. In
addition to recommending and reviewing the compensation of the executive
officers, it is the responsibility of the Compensation Committee to recommend
new incentive compensation plans and to recommend changes and improvements to
existing compensation plans, all subject to approval by the Board of Directors.
The Compensation Committee makes its compensation determinations based upon its
own analysis of information it compiles and the business experience of the
members. In addition, the views of Mitchell Jacobson, as Chairman of the Board
and the President and Chief Executive Officer of the Company, are, and will
continue to be, considered by the members of the Compensation Committee in their
review of the performance and compensation of individual executives. The Company
will engage an outside compensation consultant to assist the Compensation
Committee if its members so request. An outside consultant was not used in
fiscal 2002.

OVERALL POLICY

The Compensation Committee believes that the Company's executive
officers constitute a highly qualified management team and are largely
responsible for the Company's success. The Compensation Committee further
believes that the stability of the management team is a contributing factor to
the Company's success. In order to promote stability, the Company's strategy is
to (i) compensate its executive officers principally through a competitive base
salary set at a sufficiently high level to retain and motivate these officers,
(ii) link a portion of the executive officers' compensation to their performance
and the Company's profitability for each fiscal year, and (iii) align the
financial interests of the Company's executive officers with those of the
Company's shareholders. The compensation objectives of the Compensation
Committee and the Board of Directors are designed to provide competitive levels
of compensation consistent with the Company's annual and long-term performance
goals, recognize individual initiative and achievements and assist the Company
in attracting and retaining qualified executives.

The major elements of the executive compensation program are base
salary, annual incentive bonuses and long-term incentive compensation in the
form of stock options. Executive officers are also entitled to customary
benefits generally available to all associates of the Company, including group
medical and life insurance and a 401(k) plan. Overall compensation is intended
to be consistent with companies of similar characteristics (size, profitability,
business lines, growth, etc.) (the "peer group"). The peer group for purposes of
determining compensation of executive officers is not the same group of
companies which are included in the industry index which appears on the
performance graph contained in this proxy statement. The purpose of the industry
index is to compare the performance of the Class A Common Stock to the
performance of the stock of companies with similar businesses to the Company.
The peer group for purposes of compensation matters is based upon companies with
characteristics similar to the Company, including, but not limited to, type of
business, in order to provide a more accurate measure of the compensation paid
to executives of comparable companies. In any particular year, the Company's
executives may be paid more or less than the executives of competitors,
depending upon the Company's overall financial performance and other factors.
For the fiscal year ended August 31, 2002, the Compensation Committee believes
that the Company's senior executives were paid competitively as compared to
comparable executives in the peer group.

FEDERAL INCOME TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code") limits the amount of compensation a publicly held corporation may deduct
as a business expense for Federal income tax purposes. The

limit, which applies to a company's chief executive officer and the four other
most highly compensated executive officers, is $1 million, subject to certain
exceptions (including the exclusion from the cap generally of performance-based
compensation). The Compensation Committee has determined that compensation
payable to the executive officers should generally meet the conditions required
for full deductibility under Internal Revenue Code Section 162(m). While the
Company does not expect to pay its executive officers compensation in excess of
the Section 162(m) deductibility limit, the Compensation Committee also
recognizes that in certain instances it may be in the best interest of the
Company to provide compensation that is not fully deductible.

BASE SALARY

Base salaries for the Company's senior executives are influenced by a
variety of objective and subjective factors. Particular consideration is given
to a comparison of the salaries at companies in the peer group and the
executive's level of responsibility, tenure with the Company, prior year's
compensation and effectiveness of management. The Compensation Committee has
also relied heavily on the recommendations of Mitchell Jacobson, Chairman of the
Board and the President and Chief Executive Officer of the Company, in setting
the compensation of the executive officers. A description of the employment
agreement between the Operating Subsidiary and Mitchell Jacobson, Chairman of
the Board and President and Chief Executive Officer of the Company, appears on
page 15 of this proxy statement.

ANNUAL INCENTIVE BONUSES

Each fiscal year, the Company establishes a bonus pool based on
budgeted profitability and balance sheet goals. All associates of the Company,
including its executive officers, are eligible to receive bonuses, but the award
of bonuses to the associates generally and to any associate specifically are at
the Compensation Committee's sole discretion based on the members' qualitative
and quantitative evaluation of the Company's performance during such year.
Factors considered in awarding a bonus to a specific executive officer include
level of responsibility, exhibited individual initiative, effectiveness of
management and seniority.

The Compensation Committee does not currently establish specific
performance criteria which must be met in order to earn bonuses. The
Compensation Committee may consider setting objective standards in the future.

LONG-TERM INCENTIVE COMPENSATION

The Company reinforces the importance of producing satisfactory returns
to shareholders over the long term through the operation of the 1995 Option
Plan, the 1998 Option Plan and the 2001 Option Plan. Stock option grants provide
executives with the opportunity to acquire an equity interest in the Company and
align the executive's interest with that of the shareholders to create
shareholder value as reflected in growth in the price of the Class A Common
Stock.

1995, 1998 and 2001 Option Plans. The 1995 Option Plan, 1998 Option
Plan, and 2001 Option Plan (collectively, the "Option Plans") are administered
by the Compensation Committee, which may designate granted options as incentive
stock options, non-qualified stock options or a combination thereof. The
Compensation Committee has the discretion, subject to certain limitations, to
determine the participants under the Option Plans, the time and price at which
options will be granted, the period during which options will be exercisable and
the number of shares subject to each option. Under the Option Plans, the per
share exercise price of any option which is a non-incentive stock option may not
be less than 85% of the fair market value of a share of Class A Common Stock on
the date of grant (except for non-incentive stock options granted to any person
who is or may reasonably be expected to become a "covered employee" under
section 162(m)(3) of the Code, in which case the per share exercise price of
such options may not be less than 100% of such fair market value). The aggregate
fair market value of the shares of Class A Common Stock for which a participant
may be granted incentive stock options which are exercisable for the first time
in any calendar year may not exceed $100,000. No participant may be granted
options to purchase more than 1,000,000 shares of the Class A Common Stock. This
approach provides an incentive to the executive officers to increase shareholder
value over the long term, since the full benefit of the options granted cannot
be realized unless stock price appreciation occurs over a number of years.

CHIEF EXECUTIVE OFFICER'S FISCAL 2002 COMPENSATION

The compensation paid to the Company's Chief Executive Officer,
Mitchell Jacobson, in fiscal 2002 consisted of base salary established pursuant
to his employment agreement with the Operating Subsidiary, an annual incentive
bonus and stock options. The terms of the agreement are described on page 15 of
this proxy statement. Under the terms of his employment agreement, Mr. Jacobson
received an annual base salary of $408,400. Mr. Jacobson received a $135,000
bonus and options to purchase 250,000 shares of the Company's Class A Common
Stock in fiscal 2002. This bonus and option grant were awarded based on fiscal
2001 performance.

COMPENSATION COMMITTEE

Roger Fradin
Denis Kelly
Raymond Langton
Philip Peller

REPORT OF AUDIT COMMITTEE

During fiscal 2002, the Audit Committee (the "Committee") was comprised
of Roger Fradin, Denis Kelly, Raymond Langton and Philip Peller. The Committee
adopted a written charter during fiscal 2000.

The Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Company's Annual Report on Form
10-K with management and discussed the quality and acceptability of the
Company's accounting principles, the reasonableness of significant judgments,
and the clarity of disclosures in the Company's financial statements.

The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality and acceptability of the Company's accounting
principles and such other matters as are required to be discussed with the
Committee under generally accepted auditing standards, including the Statement
on Auditing Standards No. 61 (Communications with Audit Committees). In
addition, the Committee has discussed with the independent auditors the
auditors' independence from management and the Company, including the matters
in the written disclosures required by Independence Standards Board Standard
No. 1 (Independent Discussions with Audit Committees), which were submitted to
the Company, and considered the compatibility of non-audit services with the
auditors' independence.

The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended August 31, 2002 for filing with the Securities and
Exchange Commission.

AUDIT COMMITTEE

Roger Fradin
Denis Kelly
Raymond Langton
Philip Peller

STOCK PERFORMANCE GRAPH

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG MSC INDUSTRIAL DIRECT CO., INC., THE S & P MIDCAP 400 INDEX
AND THE DOW JONES US INDUSTRIAL SERVICES, OTHER INDEX

Cumulative Total Return
----------------------------------------------------------------------
8/97 8/98 8/99 8/00 8/01 8/02
------ ----- ------ ------ ----- -----

MSC INDL DIRECT INC 100.00 107.38 47.38 82.16 87.63 63.90
S & P MIDCAP 400 100.00 90.62 128.30 179.30 164.72 139.35
DOW JONES US INDUSTRIAL SERVICES, OTHER 100.00 91.95 116.52 123.33 91.48 78.19

* $100 invested on 8/30/97 in stock or index-including reinvestment of
dividends. Fiscal year ending August 31.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Erik Gershwind, the nephew of Mitchell Jacobson, Chairman of the Board
and the President and Chief Executive Officer of the Company, and the son of
Marjorie Gershwind, Mr. Jacobson's sister and the beneficial owner of in excess
of 5% of the outstanding shares of Class B Common Stock, is employed by the
Company as the Director of Product Management. Mr. Gershwind is currently
compensated at the rate of $165,000 per annum. Mr. Gershwind is also entitled to
participate in all of the employee benefit plans available to all of the
Company's associates.

An entity owned and controlled by Mitchell Jacobson, the Chairman of
the Board and the President and Chief Executive Officer of the Company, and
Marjorie Gershwind, Mr. Jacobson's sister, leases a distribution center, located
in Atlanta, Georgia, to the Operating Subsidiary. The square footage of the
distribution center is approximately 380,000 square feet. The rent paid by the
Operating Subsidiary was approximately $1,220,000 in fiscal 2002 and is
anticipated to be approximately $1,220,000 in fiscal 2003. The rent to be paid
by the Operating Subsidiary under the remaining lease term, which expires or is
subject to renewal in fiscal 2010, for the Atlanta, Georgia distribution center
is approximately $9,556,000. The Company has reached a preliminary agreement
with Mr. Jacobson and Ms. Gershwind to expand the size of the Atlanta
distribution center but no definitive agreement has yet been signed. The terms
of this agreement have been independently determined to be at fair market value

In November 2001 and February 2002, various real estate entities owned
or controlled by Mitchell Jacobson and Marjorie Gershwind repaid advances
previously made by the Company during fiscal 2002 of approximately $95,000 and
$32,000, respectively. In August 2002 the Company repaid advances of
approximately $24,000 to various real estate entities owned or controlled by
Mitchell Jacobson and Marjorie Gershwind.

Additionally, six other entities owned or controlled by Mitchell
Jacobson and Marjorie Gershwind lease certain branch offices to the Operating
Subsidiary. The aggregate square footage of such branch offices is approximately
45,000 square feet as of August 31, 2002. The aggregate rent paid by the
Operating Subsidiary to lease these branch offices was approximately $349,000 in
fiscal 2002 and is anticipated to be approximately $392,000 in fiscal 2003. The
aggregate rent to be paid by the Operating Subsidiary under the remaining lease
terms, the last of which expires in fiscal 2010, is approximately $989,000. The
Company believes that the terms of the foregoing arrangements are at least as
favorable to the Company as could have been obtained from unaffiliated third
parties.

See "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" for certain relationships and related party transactions
involving certain of the Company's directors.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(ITEM 2)

The Board of Directors of the Company, on the recommendation of the Audit
Committee, has appointed the firm of Ernst & Young LLP to serve as independent
auditors of the Company for the fiscal year 2003, subject to ratification of
this appointment by the stockholders of the Company. Although shareholder
ratification of the Board of Directors' action in this respect is not required,
the Board of Directors considers it desirable for shareholders to pass upon the
selection of auditors and, if the shareholders disapprove of the selection,
intends to reconsider the selection of auditors for the fiscal year 2004, since
it would be impractical to replace the Company's auditors so late into the
Company's current fiscal year.

On May 15, 2002, the Company dismissed Arthur Andersen LLP and engaged Ernst &
Young LLP to serve as the Company's independent auditors for the year ended
August 31, 2002. The determination to dismiss Arthur Andersen LLP and engage
Ernst & Young 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 (which has been withdrawn in connection with the Company's
previously reported restatement of its consolidated financial
statements for those years) 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 May 15, 2002. The Company provided Arthur Andersen LLP
with a copy of the foregoing disclosures. Attached as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed May 28, 2002, incorporated herein by
reference, 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 May 15, 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.

The firm has advised the Company that neither it nor any of its members has any
direct or material indirect financial interest in the Company.

For the fiscal year ended August 31, 2002, the Company paid (or will pay) the
following fees to Ernst & Young LLP for services rendered during the year or for
the audit in respect of that year:

Audit Fees (1) $160,000
Financial Information Systems Design and Implementation 0
All Other Fees (2) 380,000
-------------------------------------------------------------------------------
Total $540,000

(1) Includes fees for the fiscal year 2002 audit and the review of the Company's
Quarterly Report on Form 10-Q for the period ended June 1, 2002.

(2) Includes fees of $332,000 relating to the re-audit of fiscal years 2000 and
2001, $10,000 relating to the audit of the Company's 401(k) savings plan, and
$38,000 relating to an energy study conducted by Ernst & Young.

For the fiscal year ended August 31, 2002, the Company paid (or will pay) the
following fees to its former auditor, Arthur Andersen LLP, for services rendered
during the year or for the audit in respect of that year:

Audit Fees $32,000
Financial Information Systems Design and Implementation 0
All Other Fees 0
-------------------------------------------------------------------------------
Total $32,000

The Audit Committee of the Board of Directors has considered whether, and has
determined at this time that, the provision of non-audit services by Ernst &
Young LLP is compatible with maintaining auditor independence.

One or more representatives of Ernst & Young LLP will be present at the Annual
Meeting of Stockholders, will have an opportunity to make a statement if he or
she desires to do so and will be available to respond to appropriate questions.

THE BOARD RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST
& YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR 2003.
PROXIES RECEIVED BY THE BOARD WILL BE SO VOTED UNLESS A CONTRARY CHOICE IS
SPECIFIED IN THE PROXY.

SHAREHOLDER PROPOSALS

Proposals of shareholders intended to be presented at the annual
meeting of shareholders in 2004 must be received by August 8, 2003, in order to
be considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting. The proxy or proxies designated by the Company will
have discretionary authority to vote on any matter properly presented by a
stockholder for consideration at the next Annual Meeting of Shareholders but not
submitted for inclusion in the proxy materials for such Meeting unless notice of
the matter is received by the Company not later than October 22, 2003 and
certain other conditions of the applicable rules of the Securities and Exchange
Commission are satisfied. Shareholder proposals should be directed to the
Secretary of the Company, at the address of the Company set forth on the first
page of this proxy statement.

ANNUAL REPORT ON FORM 10-K

THE COMPANY WILL PROVIDE TO EACH SHAREHOLDER, WITHOUT CHARGE AND UPON
WRITTEN REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K. ANY SUCH
WRITTEN REQUEST SHOULD BE DIRECTED TO THE OFFICE OF THE CHIEF FINANCIAL OFFICER,
MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD, MELVILLE, NEW YORK 11747.

Copies of the 2002 Annual Report to Shareholders are being mailed
simultaneously with this proxy statement. If you want to save the Company the
cost of mailing more than one Annual Report to the same address, the Company
will discontinue, at your request to the Secretary of the Company, mailing of
the duplicate copy to the account or accounts you select.

By Order of the Board of Directors,

Thomas Eccleston
Secretary

Melville, New York
December 6, 2002

PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!

ANNUAL MEETING OF SHAREHOLDERS
MSC INDUSTRIAL DIRECT CO., INC.

JANUARY 8, 2003

Please Detach and Mail in the Envelope Provided

A [X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right.

1. Election of NOMINEES: Mitchell Jacobson
Directors [ ] [ ] Sidney Jacobson
David Sandler
(INSTRUCTIONS: To withhold authority to vote for any Charles Boehlke
individual nominee, write that nominee's name in the James Schroeder
space provided below.) Shelley Boxer
Roger Fradin
---------------------------------------------------- Denis Kelly
Raymond Langton
Philip Peller

FOR AGAINST ABSTAIN
2. Ratification of Ernst & Young LLP as the
Company's independent certified public
accountants. [ ] [ ] [ ]

If there are amendments or variations to the matters proposed at the meeting
or at any adjournments or postponements thereof, or if any other business
property comes before the meeting, this proxy confers discretionary authority on
the proxy nominees named herein and each of them to vote on such amendments,
variations or other business.

The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement for the January 8, 2003 meeting.

MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NEW YORK 11747

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE.

(L.S.) (L.S.) Dated
---------------------------- ---------------------- -------------------------- ---------------------- ---------------
SIGNATURE OF SHAREHOLDER PRINT NAME SIGNATURE OF SHAREHOLDER PRINT NAME

NOTE: Please sign exactly as name or names appear hereon. Full title of one
signing in representative capacity should be clearly designated after
signature. If a corporation, please sign in full corporate name by
President or the authorized officer(s). If a partnership, please sign in
partnership name by authorized person. If stock is in the name of two or
more persons, each should sign. Joint owners should each sign. Names of
all joint holders should be written even if signed by only one.

MSC INDUSTRIAL DIRECT CO., INC.
ANNUAL MEETING OF SHAREHOLDERS - JANUARY 8, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints each of Shelley Boxer and Thomas Eccleston as
the undersigned's proxy, with full power of substitution, to vote all shares of
Class A Common Stock of MSC Industrial Direct Co., Inc. (the "Company") which
the undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of the Company to be held on Wednesday, January 8, 2003
at 9:00 A.M. local time, at the lower level atrium of Fleet Bank at 300 Broad
Hollow Road, Melville, New York 11747, and at any adjournments or postponements
thereof and, without limiting the generality of the power hereby conferred, the
proxy nominees named above and each of them are specifically directed to vote as
indicated below.

WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED F0R THE ELECTION OF ALL OF THE BOARD OF DIRECTORS' NOMINEES
FOR DIRECTOR AND FOR THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR.

(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)