8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)			October 18, 2007
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 Number)		(I.R.S. Employer Identification No.)
75 Maxess Road, Melville, New York				11747
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code    (516) 812-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On October 18, 2007, Sid Tool Co., Inc. (“Sid Tool”), a wholly-owned subsidiary of the Registrant, Mitchell Jacobson (Chairman of the Board and a substantial shareholder of the Registrant) and the trustees of the insurance trusts (the “Trusts”) established by Mr. Jacobson which are listed below, entered into Termination of Split-Dollar Agreements in respect of the following split-dollar life insurance agreements (the “Agreements”):

·   Split-Dollar Agreement, dated November 4, 1995, by and among Sid Tool, Joseph Getraer (deceased), the trustee of the Mitchell Jacobson 1994 Insurance Trust and Mitchell Jacobson;

·   Split-Dollar Insurance Agreement, dated June 22, 1995, by and between Sid Tool and Joseph Getraer (deceased), the trustee of the Mitchell Jacobson 1994 Insurance Trust; and

·   Split-Dollar Insurance Agreement, dated June 22, 1995, by and between Sid Tool and Jay Lubell and Diane Finnerty, the trustees of the Mitchell Jacobson 1991 Insurance Trust.

The parties have released all of their interests in the Agreements, including Sid Tool’s collateral interests in the Trusts.

Sid Tool has been reimbursed in full for the $1,660,406.43 in aggregate premiums that were paid by Sid Tool pursuant to the Agreements; the Mitchell Jacobson 1994 Insurance Trust reimbursed Sid Tool in the amount of $1,466,522.03 and the Mitchell Jacobson 1991 Insurance Trust reimbursed Sid Tool in the amount of $193,884.40.  Neither Sid Tool nor the Registrant has made any premium payments pursuant to the Agreements since the enactment of the Sarbanes Oxley Act of 2002.

Copies of the Termination of Split-Dollar Agreements are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits:

10.1 Agreement to Terminate Split-Dollar Agreements, dated October 18, 2007, by and among Sid Tool Co., Inc., Mitchell Jacobson and Erik Gershwind as trustee of the Mitchell Jacobson 1994 Insurance Trust.

10.2 Agreement to Terminate Split-Dollar Agreement, dated October 18, 2007, by and among Sid Tool Co., Inc., Mitchell Jacobson and Kathy Howard Jacobson and Erik Gershwind as trustees of the Mitchell Jacobson 1991 Insurance Trust.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  MSC Industrial Direct Co., Inc.

Date:  October 18, 2007                                             By: /s/ Shelley M. Boxer            

   Name: Shelley M. Boxer

       Title: Vice President, Finance

EX-10.1

EXHIBIT 10.1

AGREEMENT TO TERMINATE SPLIT-DOLLAR AGREEMENTS

AGREEMENT TO TERMINATE SPLIT-DOLLAR AGREEMENTS dated as of the 18^th day of October, 2007, between SID TOOL CO., INC. (the "Employer"), MITCHELL JACOBSON, individually, and ERIK GERSHWIND (the "Trustee"), as Trustee of the MITCHELL JACOBSON 1994 INSURANCE TRUST dated February 17, 1994, between MITCHELL JACOBSON, as Settlor, and JOSEPH GETRAER, as the original Trustee (the "Trust").

W I T N E S S E T H

WHEREAS:

A.           The parties hereto entered into (i) a split-dollar life insurance agreement dated June 22, 1995 (the "June SDA"), pursuant to which the Employer agreed to assist the Trust in the payment of premiums due on Hartford Life Insurance Policy No. U01721833 and Metropolitan Insurance Company Policy No. 940350263 and (ii) a split-dollar life insurance agreement dated November 4, 1995 (the "November SDA"), pursuant to which the Employer agreed to assist the Trust in the payment of premiums due on ITT Hartford Policy No. U01738145, Principal Mutual Life Insurance Co. Policy No. 4036059, John Hancock Life Insurance Co. Policy No. 67130630 and New York Life Insurance Co. Policy No. 45663565 (each, a "Policy" and, collectively, the "Policies");

B.           In consideration of the Employer's agreement to assist the Trust in the payment of premiums due on the Policies, the Trust, as sole owner of the Policies, agreed to assign to the Employer certain specific rights in and to the Policies by a separate collateral assignment for each Policy (collectively, the "Collateral Assignments");

C.           With respect to the June SDA:

i.            Section 6.A.(ii) of the June SDA provides that the June SDA shall terminate with respect to each of the Policies under the June SDA, upon delivery of written notice of termination by the Trust to the Employer;

ii.           The Trustee provides that this Agreement shall constitute a written notice of termination of the June SDA and the Employer acknowledges receipt of such notice; and

iii.           The Trustee, solely in his capacity as trustee of the Trust and not in his individual capacity, has paid to the Employer an amount equal to the lesser of (a) the "Aggregate Employer Premiums Paid" (as defined in the June SDA) or (b) the "Cash Surrender Value" (as defined in the June SDA) of each of the Policies under the June SDA at the time of such payment (computed without regard to any policy loans then outstanding) (the "Payment"), and the parties hereto desire to terminate the June SDA; and

D.           With respect to the November SDA:

i.            Section 8 of the November SDA provides that the November SDA shall terminate with respect to the Policies under the November SDA, without notice, upon the occurrence of a Notice of Termination by the Employer or the Trust;

ii.           The parties provide that this Agreement shall constitute a Notice of Termination; and

iii.           The Trustee, solely in his capacity as trustee of the Trust and not in his individual capacity, has paid to the Employer the "Employer's Premium Contribution" (as defined in the SDA) with respect to the Policies under the November SDA and the parties hereto desire to terminate the November SDA.

NOW, THEREFORE, in consideration of the mutual promises made by each party to the other, and of the mutual agreements contained herein, the parties hereto agree as follows:

1.Recitals.  The above recitals are incorporated herein by reference as though fully set forth at length.

2.Payment of Employer's Interest in the Policies.  It is acknowledged that the Trustee, solely in his capacity as trustee of the Trust and not in his individual capacity, has delivered to the Employer funds representing an amount equal to the sum of the Payment and the Employer's Premium Contribution.  The amount equal to the sum of the Payment subject to the June SDA and the Employer's Premium Contribution subject to the November SDA is $1,466,522.03.

3.Termination of the Split-Dollar Agreements.  The parties hereto agree that:

(a)  the June SDA and the November SDA are hereby terminated and are of no further force or effect;

(b)  the payment by the Trustee to the Employer of an amount equal to the sum of the Payment with respect to the Policies under the June SDA and the Employer's Premium Contribution with respect to the Policies under the November SDA constitutes full and complete satisfaction of the Employer's rights in and to the Policies; and

(c)   as of the date hereof, there are no other split-dollar life insurance agreements between the parties in effect with respect to the Policies.

4.Release of Collateral Assignment.  The Employer hereby agrees to execute such documents as may be reasonably required by the Trustee to release the Collateral Assignments.

5.Release.  The parties hereby release and relieve each other and their respective heirs, executors, administrators, personal representatives, successors and assigns from any and all obligations and liabilities under and in connection with the June SDA and the November SDA.

6.Choice of Law.  This Agreement shall be governed by the internal law of the State of New York, without reference to principles of conflict of laws.

7.Benefit.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and to their respective successors and assigns.

8.Entire Agreement.  This Agreement sets forth the entire understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof.  This Agreement may be amended only by a written instrument executed by the parties hereto.

9.Further Instruments.  The parties agree that they shall execute and deliver any and all additional writings, instruments, and other documents contemplated hereby or referenced herein and shall take such further action as shall be reasonably required in order to effectuate the terms and conditions of this Agreement.

10.Headings.  The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

11.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first written above.

ATTEST:                                                        EMPLOYER:  SID TOOL CO., INC.

 /s/ Eric Lerner                                                          By: /s/ Shelley M. Boxer                                                                                                                             

          A Duly Authorized Officer

    INSURED:

      /s/ Mitchell Jacobson                                                                                                                                                      

   MITCHELL JACOBSON, Individually

  TRUST:  MITCHELL JACOBSON 1994 INSURANCE TRUST

  dated February 17, 1994

   By: /s/ Erik Gershwind                                                                                                                                

          ERIK GERSHWIND, Trustee

EX-10.2

EXHIBIT 10.2

AGREEMENT TO TERMINATE SPLIT-DOLLAR AGREEMENT

AGREEMENT TO TERMINATE SPLIT-DOLLAR AGREEMENT dated as of the 18^th day of October, 2007, between SID TOOL CO., INC. (the "Employer"), MITCHELL JACOBSON, individually, and KATHY HOWARD JACOBSON and ERIK GERSHWIND (the "Trustees"), as Trustees of the MITCHELL JACOBSON 1991 INSURANCE TRUST AGREEMENT dated November 1, 1991, between MITCHELL JACOBSON, as Settlor, and JAY LUBELL and DIANE FINNERTY, as the original Trustees (the "Trust").

W I T N E S S E T H

WHEREAS:

A.           The parties hereto entered into a split-dollar life insurance agreement dated June 22, 1995 (the "SDA"), pursuant to which the Employer agreed to assist the Trust in the payment of premiums due on Guardian Life Insurance Company Policy No. 3165992 (the "Policy");

B.           In consideration of the Employer's agreement to assist the Trust in the payment of premiums due on the Policy, the Trust, as sole owner of the Policy, agreed to assign to the Employer certain specific rights in and to the Policy by a separate collateral assignment for the Policy (collectively, the "Collateral Assignments");

C.           Section 6.A.(ii) of the SDA provides that the SDA shall terminate with respect to the Policy, upon delivery of written notice of termination by the Trust to the Employer;

D.           The Trustees provide that this Agreement shall constitute a written notice of termination of the SDA and the Employer acknowledges receipt of such notice; and

E.           The Trustees, solely in their capacity as trustees of the Trust and not in their individual capacities, have paid to the Employer an amount equal to the lesser of (i) the "Aggregate Employer Premiums Paid" (as defined in the SDA) or (ii) the "Cash Surrender Value" (as defined in the SDA) of the Policy at the time of such payment (computed without regard to any policy loans then outstanding) (the "Payment"), and the parties hereto desire to terminate the SDA.

NOW, THEREFORE, in consideration of the mutual promises made by each party to the other, and of the mutual agreements contained herein, the parties hereto agree as follows:

1.Recitals.  The above recitals are incorporated herein by reference as though fully set forth at length.

2.Payment of Employer's Interest in the Policies.  It is acknowledged that the Trustees, solely in their capacity as trustees of the Trust and not in their individual capacities, have delivered to the Employer funds representing the Payment.  The Payment subject to the SDA is $193,884.40.

3.Termination of the Split-Dollar Agreement.  The parties hereto agree that:

(a)  the SDA is hereby terminated and is of no further force or effect;

(b)  the payment by the Trustees to the Employer of the Payment with respect to the Policy constitutes full and complete satisfaction of the Employer's rights in and to the Policy; and

(c)   as of the date hereof, there are no other split-dollar life insurance agreements between the parties in effect.

4.Release of Collateral Assignment.  The Employer hereby agrees to execute such documents as may be reasonably required by the Trustees to release the Collateral Assignments.

5.Release.  The parties hereby release and relieve each other and their respective heirs, executors, administrators, personal representatives, successors and assigns from any and all obligations and liabilities under and in connection with the SDA.

6.Choice of Law.  This Agreement shall be governed by the internal law of the State of New York, without reference to principles of conflict of laws.

7.Benefit.  This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto, and to their respective successors and assigns.

8.Entire Agreement.  This Agreement sets forth the entire understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof.  This Agreement may be amended only by a written instrument executed by the parties hereto.

9.Further Instruments.  The parties agree that they shall execute and deliver any and all additional writings, instruments, and other documents contemplated hereby or referenced herein and shall take such further action as shall be reasonably required in order to effectuate the terms and conditions of this Agreement.

10.   Headings.  The headings of the sections are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

11.    Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have signed this agreement as of the day and year first written above.

ATTEST:                                                         EMPLOYER:  SID TOOL CO., INC.

 /s/ Eric Lerner                                            By: /s/ Shelley M. Boxer                                                                                                                             

            A Duly Authorized Officer

     INSURED:

     /s/ Mitchell Jacobson                                                                                                                                                     

    MITCHELL JACOBSON, Individually

    TRUST:  MITCHELL JACOBSON 1991 INSURANCE TRUST AGREEMENT

    dated November 1, 1991

    By: /s/ Kathy Howard Jacobson                                                                                                                        

          KATHY HOWARD JACOBSON, Trustee

    By: /s/ Erik Gershwind                                                                                                                               

          ERIK GERSHWIND, Trustee