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Almaty
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London
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| Astana |
Mexico City
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Attorneys
and Counsellors at Law
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| Dubai |
Milan
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Telephone
212-696-6000
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| Frankfurt |
Muscat
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101
Park Avenue
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Facsimile
212-697-1559
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Paris
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New
York, New York 10178–0061
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www.curtis.com
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| Istanbul |
Washington,
D.C.
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VIA
EDGAR
U.S.
Securities and Exchange Commission
One
Station Place
100 F
Street, N.E.
Washington,
D.C. 20549
Attention: Mr.
Jay Ingram, Legal Branch Chief
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Re:
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MSC
Industrial Direct Co., Inc.
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Form
10-K for the Fiscal Year Ended August 28, 2010
Filed
on October 22, 2010
Definitive
Proxy Statement on Schedule 14A
Filed
on December 3, 2010
File No.
001-14130
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Ladies
and Gentlemen:
On behalf
of MSC Industrial Direct Co., Inc., a New York corporation (the “Company”), we are
providing this letter in response to the additional comment raised in the letter
dated February 3, 2011 (the “Second Comment
Letter”) from the staff (the “Staff”) of the
Securities and Exchange Commission to Mr. Charles Boehlke, Executive Vice
President and Chief Financial Officer of the Company. Set forth below
is the Company’s response to the Staff’s additional comment. To
facilitate your review, the Staff comment, as set forth in the Second Comment
Letter, is reprinted in italics, numbered to correspond with the paragraph
number assigned in the Second Comment Letter, and is followed by the response
from the Company.
Form 10-K for the Year Ended
August 28, 2010
Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
21
Results of Operations, page
23
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1.
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We note your response to
comment two of our letter dated January 14, 2011. While we note
that you disclose the increase in net sales for your Large Account
Customer sales and the “remaining business” for the fiscal year ended
2010, and corresponding decreases for the fiscal year ended 2009, you do
not identify the business reasons that led to such increases and
decreases, aside from a general statement about the effect of the global
economic recession. For example, it is unclear from your
current disclosure why the net sales increase for your Large Account
Customer programs for fiscal year 2010 was more significant than the net
increase for your remaining business. While you note that the
increases and decreases include the changes in sales and product mix, as
well as price increases on certain SKUs, you do not discuss what in
particular about these changes led to the increase or decrease for your
Large Account Customer net sales and remaining business net
sales. Where the financial statements reflect materially higher
or lower revenues, the MD&A should not only identify the increase or
decrease, but should also analyze the reasons underlying the change when
the reasons are material and determinable. See Section II.B.4 of SEC Release
No. 33-8350. Please confirm that you will provide such analysis
in your future filings.
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curtis,
mallet-prevost, colt & mosle
llp
Attorneys
and Counsellors at Law
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Page
2
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Mr.
Jay Ingram
February
7, 2011
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Response:
The
Company confirms that in future filings, where the financial statements reflect
materially higher or lower revenues, its MD&A will not only identify the
increase or decrease, but also will analyze the reasons for the change when the
reasons are material and determinable. For example, when the net
sales increase for the Company’s Large Account Customer programs is more
significant than the net sales increase for the Company’s remaining business,
the Company will include an explanation where material.
****
In
connection with this response, the Company is furnishing a separate letter,
attached hereto, acknowledging the Tandy representations.
Should
you have any questions or comments relating to this letter, kindly contact the
undersigned at 212-696-6918.
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Very
truly yours,
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/s/ Jeffrey N. Ostrager | |
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Jeffrey
N. Ostrager
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cc:
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Charles
Boehlke, MSC Industrial Direct Co., Inc.
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Steve
Armstrong, MSC Industrial Direct Co., Inc.
Erin
Jaskot, Staff Attorney
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