SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 1998
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from __________ to __________
Commission file number 1-14130
-------
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below: Sid Tool Savings Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office: MSC Industrial Direct Co., Inc.,
75 Maxess Road, Melville, New York 11747
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Plan Administrator has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
SID TOOL SAVINGS PLAN
Date: July 8, 1999 By /s/ Barbara Schwartz
-------------------------------------
Barbara Schwartz
Plan Administrator
2
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
TOGETHER WITH AUDITORS' REPORT
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1998 AND 1997
Page(s)
-------
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits with Fund
Information as of December 31, 1998 2
Statement of Net Assets Available for Benefits with Fund
Information as of December 31, 1997 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1998 4 - 6
Notes to Financial Statements 7 - 15
Supplemental Schedules:
Form 5500-Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1998 16
Form 5500-Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1998 17
All other schedules are omitted as they are not applicable or are not required
based on the disclosure requirements of the Employee Retirement Income Security
Act of 1974 and applicable regulations issued by the Department of Labor.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator and Trustee of the
Sid Tool Savings Plan:
We have audited the accompanying statements of net assets available for benefits
with fund information of the Sid Tool Savings Plan (the "Plan") as of December
31, 1998 and 1997, and the related statement of changes in net assets available
for benefits with fund information for the year ended December 31, 1998. These
financial statements and the schedules referred to below are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits with fund
information of the Plan as of December 31, 1998 and 1997, and the changes in its
net assets available for benefits with fund information for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Melville, New York
June 25, 1999
-1-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Investments Contributions Contributions
with Receivable Receivable Net Assets
Custodian, from from Participant Available
Participant Directed (Note 3) At Fair Value Participants Employer Loans for Benefits
----------------------------- ------------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
MSC Industrial Direct Inc. Class A $ 1,415,867 $ -- $ -- $ -- $ 1,415,867
ML Equity Index Trust Class A 4,308,145 -- -- -- 4,308,145
ML Retirement Preservation Trust 3,266,792 -- -- -- 3,266,792
MFS Emerging Growth Fund 138,254 -- -- -- 138,254
Davis Ser Inc. Real Estate Fund A 12,453 -- -- -- 12,453
ML Latin America Fund Class A 4,068 -- -- -- 4,068
Federated Bond Fund Class A 1,993,539 -- -- -- 1,993,539
AIM International Equity Fund Class A 48,382 -- -- -- 48,382
Alliance Corporate Bond Fund
Class A 31,525 -- -- -- 31,525
Seligman Communications 110,704 -- -- -- 110,704
Oppenheimer Global Fund 1,773,221 -- -- -- 1,773,221
Alliance Quasar Fund Class A 111,328 -- -- -- 111,328
ML Eurofund Class A 96,773 -- -- -- 96,773
ML Growth Fund Class A 4,399,888 -- -- -- 4,399,888
ML Global Allocation Fund Class A 41,315 -- -- -- 41,315
ML Developing Capital Markets Fund Class A 6,254 -- -- -- 6,254
AIM Equity Constellation Fund 68,891 -- -- -- 68,891
MFS Mass. Investors Trust Class A 743,021 -- -- -- 743,021
MFS Research Fund 63,641 -- -- -- 63,641
ML Capital Fund Class A 2,121,306 -- -- -- 2,121,306
ML Corporate Bond High Income Fund Class A 1,443 -- -- -- 1,443
ML Pacific Fund Class A 1,681 -- -- -- 1,681
Davis New York Venture Fund Class A 230,694 -- -- -- 230,694
Loan Fund -- -- -- 1,463,284 1,463,284
Cash Fund 3,731 -- -- -- 3,731
Contributions receivable -- 107,479 17,276 -- 124,755
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $20,992,916 $ 107,479 $ 17,276 $ 1,463,284 $22,580,955
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-2-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
Investments Contributions Contributions
with Receivable Receivable Net Assets
Custodian, from from Participant Available
Participant Directed (Note 3) At Fair Value Participants Employer Loans for Benefits
----------------------------- ------------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Bond Fund of America $ 1,730,390 $ -- $ -- $ -- $ 1,730,390
Dreyfus S&P 500 Index 2,540,592 -- -- -- 2,540,592
Fidelity Magellan 4,939,708 -- -- -- 4,939,708
Fidelity Puritan 2,069,235 -- -- -- 2,069,235
Nationwide Money Market 983,408 -- -- -- 983,408
Neuberger & Berman Partners 1,247,880 -- -- -- 1,247,880
Oppenheimer Global 1,405,027 -- -- -- 1,405,027
20th Century Growth 736,340 -- -- -- 736,340
Nationwide Fixed Rate 1,518,452 -- -- -- 1,518,452
ML Money Market Fund -- 82,128 855,220 -- 937,348
Participant Loans -- -- -- 1,296,801 1,296,801
----------- ----------- ----------- ----------- -----------
Net assets available for benefits $17,171,032 $ 82,128 $ 855,220 $ 1,296,801 $19,405,181
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement
-3-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
MSC ML
Industrial ML Equity Retirement MFS Emerging
Direct Inc. Index Trust Preservation Growth
Class A Class A Trust Fund
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ (128,505) $ 804,736 $ -- $ 10,587
Dividend/interest income -- 227 166,401 1,233
Contributions:
Participants 127,734 752,214 525,372 21,840
Employer, net of forfeitures 37,800 179,766 309,335 4,137
----------- ----------- ----------- -----------
Total additions 37,029 1,736,943 1,001,108 37,797
----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 29,102 127,474 240,040 268
Withdrawals/in-kind terminations/fees 2,778 4,613 15,303 25
Other, net (590) (3,669) 94,404 (25)
----------- ----------- ----------- -----------
Total deductions 31,290 128,418 349,747 268
----------- ----------- ----------- -----------
Net increase (decrease) prior to transfers 5,739 1,608,525 651,361 37,529
Transfers:
Loan transactions, net (24,916) (27,441) 18,751 (1,866)
Interfund transfers, net 1,435,044 2,727,061 2,596,680 102,591
----------- ----------- ----------- -----------
Net increase (decrease) 1,415,867 4,308,145 3,266,792 138,254
Net assets available for benefits:
Beginning of year -- -- -- --
----------- ----------- ----------- -----------
End of year $ 1,415,867 $ 4,308,145 $ 3,266,792 $ 138,254
=========== =========== =========== ===========
<CAPTION>
Participant Directed
-----------------------------------------------------------------
AIM
Davis ML Latin Inter-
Ser Inc. America Federated national
Real Estate Fund Bond Fund Equity Fund
Fund A Class A Class A Class A
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ (2,977) $ (2,535) $ (37,522) $ 52
Dividend/interest income 357 228 139,138 738
Contributions:
Participants 3,409 1,511 291,551 23,140
Employer, net of forfeitures 1,555 537 114,470 2,229
----------- ----------- ----------- -----------
Total additions 2,344 (259) 507,637 26,159
----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 108 -- 66,468 5
Withdrawals/in-kind terminations/fees 63 -- 4,010 27
Other, net (2) (1) (4,051) (27)
----------- ----------- ----------- -----------
Total deductions 169 (1) 66,427 5
----------- ----------- ----------- -----------
Net increase (decrease) prior to transfers 2,175 (258) 441,210 26,154
Transfers:
Loan transactions, net 1,009 95 (5,750) (4,058)
Interfund transfers, net 9,269 4,231 1,558,079 26,286
----------- ----------- ----------- -----------
Net increase (decrease) 12,453 4,068 1,993,539 48,382
Net assets available for benefits:
Beginning of year -- -- -- --
----------- ----------- ----------- -----------
End of year $ 12,453 $ 4,068 $ 1,993,539 $ 48,382
=========== =========== =========== ===========
<CAPTION>
Participant Directed
-----------------------------------------------------------------
Alliance Alliance
Corporate Seligman Quasar
Bond Fund Communi- Oppenheimer Fund
Class A cation Global Fund Class A
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ (1,000) $ 19,107 $ 32,608 $ (14,672)
Dividend/interest income 777 1,079 129,205 4,037
Contributions:
Participants 2,092 21,262 393,302 63,131
Employer, net of forfeitures 665 3,410 121,821 5,913
----------- ----------- ----------- -----------
Total additions 2,534 44,858 676,936 58,409
----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants -- 15 124,317 27
Withdrawals/in-kind terminations/fees 1,148 -- 2,048 29
Other, net -- (36) (2,601) (124)
----------- ----------- ----------- -----------
Total deductions 1,148 (21) 123,764 (68)
----------- ----------- ----------- -----------
Net increase (decrease) prior to transfers 1,386 44,879 553,172 58,477
Transfers:
Loan transactions, net 63 (291) (17,753) (3,334)
Interfund transfers, net 30,076 66,116 (167,225) 56,185
----------- ----------- ----------- -----------
Net increase (decrease) 31,525 110,704 368,194 111,328
Net assets available for benefits:
Beginning of year -- -- 1,405,027 --
----------- ----------- ----------- -----------
End of year $ 31,525 $ 110,704 $ 1,773,221 $ 111,328
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
(continued)
-4-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------
ML
Developing
ML Global Capital
ML ML Growth Allocation Markets
Eurofund Fund Fund Fund
Class A Class A Class A Class A
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ (16,394) $(1,569,636) $ (3,363) $ (1,318)
Dividend/interest income 17,885 95,214 3,670 40
Contributions:
Participants' 19,063 1,082,097 37,624 2,355
Employer, net of forfeitures 3,057 405,940 2,477 184
----------- ----------- ----------- -----------
Total additions 23,611 13,615 40,408 1,261
----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants 250 280,117 5 --
Withdrawals/in-kind terminations/fees -- 12,759 17 --
Other, net -- (4,949) (62) --
----------- ----------- ----------- -----------
Total deductions 250 287,927 (40) --
----------- ----------- ----------- -----------
Net increase (decrease) prior to transfers 23,361 (274,312) 40,448 1,261
Transfers:
Loan transactions, net 609 (18,573) (2,863) --
Interfund transfers, net 72,803 4,692,773 3,730 4,993
----------- ----------- ----------- -----------
Net increase (decrease) 96,773 4,399,888 41,315 6,254
Net assets available for benefits:
Beginning of year -- -- -- --
----------- ----------- ----------- -----------
End of year $ 96,773 $ 4,399,888 $ 41,315 $ 6,254
=========== =========== =========== ===========
<CAPTION>
Participant Directed
------------------------------------------------------------------
MFS Mass. ML
AIM Equity Investors MFS Capital
Constellation Trust Research Fund
Fund Class A Fund Class A
------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ 4,485 $ 36,958 $ 1,505 $ (30,291)
Dividend/interest income 1,685 35,027 2,291 139,946
Contributions:
Participants' 6,206 160,291 5,722 393,132
Employer, net of forfeitures 1,997 16,398 636 133,075
----------- ----------- ----------- -----------
Total additions 14,373 248,674 10,154 635,862
----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants -- 127 -- 148,458
Withdrawals/in-kind terminations/fees -- 206 -- 4,452
Other, net (10) (219) -- (3,870)
----------- ----------- ----------- -----------
Total deductions (10) 114 -- 149,040
----------- ----------- ----------- -----------
Net increase (decrease) prior to transfers 14,383 248,560 10,154 486,822
Transfers:
Loan transactions, net 1,333 (15,023) 367 (16,836)
Interfund transfers, net 53,175 509,484 53,120 1,651,320
----------- ----------- ----------- -----------
Net increase (decrease) 68,891 743,021 63,641 2,121,306
Net assets available for benefits:
Beginning of year -- -- -- --
----------- ----------- ----------- -----------
End of year $ 68,891 $ 743,021 $ 63,641 $ 2,121,306
=========== =========== =========== ===========
<CAPTION>
Participant Directed
------------------------------------------------------------------
ML Corporate Davis
Bond High ML Pacific New York
Income Fund Fund Venture Fund Bond Fund
Class A Class A Class A of America
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ (748) $ (225) $ 10,615 $ --
Dividend/interest income 147 68 4,719 --
Contributions:
Participants' 716 120 41,692 --
Employer, net of forfeitures 73 12 7,136 --
----------- ----------- ----------- -----------
Total additions 188 (25) 64,162 --
----------- ----------- ----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants -- -- 882 4,451
Withdrawals/in-kind terminations/fees -- -- 1,212 --
Other, net -- -- (47) --
----------- ----------- ----------- -----------
Total deductions -- -- 2,047 4,451
----------- ----------- ----------- -----------
Net increase (decrease) prior to transfers 188 (25) 62,115 (4,451)
Transfers:
Loan transactions, net -- -- 749 --
Interfund transfers, net 1,255 1,706 167,830 (1,725,939)
----------- ----------- ----------- -----------
Net increase (decrease) 1,443 1,681 230,694 (1,730,390)
Net assets available for benefits:
Beginning of year -- -- -- 1,730,390
----------- ----------- ----------- -----------
End of year $ 1,443 $ 1,681 $ 230,694 $ --
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
(continued)
-5-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Dreyfus Nationwide
S&P 500 Fidelity Fidelity Money
Index Magellan Puritan Market
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ -- $ -- $ -- $ --
Dividend/interest income -- -- -- --
Contributions:
Participants' -- -- -- --
Employer, net of forfeitures -- -- -- --
------------ ------------ ------------ ------------
Total additions -- -- -- --
------------ ------------ ------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 15,251 38,570 21,869 --
Withdrawals/in-kind terminations/fees -- -- -- --
Other, net -- -- -- --
------------ ------------ ------------ ------------
Total deductions 15,251 38,570 21,869 --
------------ ------------ ------------ ------------
Net increase (decrease) prior to transfers (15,251) (38,570) (21,869) --
Transfers:
Loan transactions, net -- -- -- --
Interfund transfers, net (2,525,341) (4,901,138) (2,047,366) (983,408)
------------ ------------ ------------ ------------
Net increase (decrease) (2,540,592) (4,939,708) (2,069,235) (983,408)
Net assets available for benefits:
Beginning of year 2,540,592 4,939,708 2,069,235 983,408
------------ ------------ ------------ ------------
End of year $ -- $ -- $ -- $ --
============ ============ ============ ============
<CAPTION>
Participant Directed
---------------------------------------------------------------------
Neuberger 20th
& Berman Century Nationwide
Partners Growth Fixed Rate Cash Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ -- $ -- $ -- $ --
Dividend/interest income -- -- -- --
Contributions:
Participants' -- -- -- --
Employer, net of forfeitures -- -- -- --
------------ ------------ ------------ ------------
Total additions -- -- -- --
------------ ------------ ------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants 29,282 -- -- (1,056)
Withdrawals/in-kind terminations/fees -- -- -- --
Other, net -- -- -- (24,965)
------------ ------------ ------------ ------------
Total deductions 29,282 -- -- (26,021)
------------ ------------ ------------ ------------
Net increase (decrease) prior to transfers (29,282) -- -- 26,021
Transfers:
Loan transactions, net -- -- -- (22,290)
Interfund transfers, net (1,218,598) (736,340) (1,518,452) --
------------ ------------ ------------ ------------
Net increase (decrease) (1,247,880) (736,340) (1,518,452) 3,731
Net assets available for benefits:
Beginning of year 1,247,880 736,340 1,518,452 --
------------ ------------ ------------ ------------
End of year $ -- $ -- $ -- $ 3,731
============ ============ ============ ============
<CAPTION>
Participant Directed
---------------------------------------------------
Contributions
Receivable Loan Fund Total
------------- ------------ ------------
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment earnings:
Net appreciation (depreciation) in fair
value of investments $ -- $ -- $ (888,533)
Dividend/interest income -- -- 744,112
Contributions:
Participants' 25,351 -- 4,000,927
Employer, net of forfeitures (837,944) -- 514,679
------------ ------------ ------------
Total additions (812,593) -- 4,371,185
------------ ------------ ------------
Deductions from net assets attributed to:
Benefits paid to participants -- -- 1,126,030
Withdrawals/in-kind terminations/fees -- -- 48,690
Other, net -- -- 49,156
------------ ------------ ------------
Total deductions -- -- 1,223,876
------------ ------------ ------------
Net increase (decrease) prior to transfers (812,593) -- 3,147,309
Transfers:
Loan transactions, net -- 166,483 28,465
Interfund transfers, net -- -- --
------------ ------------ ------------
Net increase (decrease) (812,593) 166,483 3,175,774
Net assets available for benefits:
Beginning of year 937,348 1,296,801 19,405,181
------------ ------------ ------------
End of year $ 124,755 $ 1,463,284 $ 22,580,955
============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
-6-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
1. DESCRIPTION OF PLAN:
The following description of the Sid Tool Savings Plan (the "Plan") provides
only general information. Participants should refer to the Plan agreement for a
more complete description of the Plan's provisions.
General
Effective January 1, 1989, Sid Tool Co., Inc. (the "Company") adopted the Sid
Tool Co., Inc. Employee 401(k) Savings Plan (the "401(k) Plan") for the benefit
of its employees ("associates"). Effective September 1993, the 401(k) Plan and
the Sid Tool Co., Inc. Profit Sharing Plan merged into the Plan. The Plan is a
continuation of the 401(k) Plan. Upon completion of the merger, all assets of
both plans were contributed to the Plan. The Plan is a defined contribution
plan. It is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA").
Effective January 1, 1998, the Plan is administered by Merrill Lynch (the
"Trustee"). The Trustee exercises responsibility over the administration and
investment of Plan assets. In addition, the custodian and recordkeeping
responsibilities for the Plan were assumed by Merrill Lynch (the "Custodian" and
"Recordkeeper"). Prior to such assumption, employer and participant
contributions funded for the 1997 Plan year were held in a Merrill Lynch Money
Market Fund, which is reflected in the accompanying statement of net assets
available for benefits as of December 31, 1997. Prior to January 1, 1998,
custodial responsibilities were performed by Nationwide Life Insurance Company.
Eligibility
An associate is eligible for participation in the Plan on the first day of the
month after completing one full calendar month of service.
Contributions and Vesting
Participants may elect to contribute between 1% and 15% of their earnings into
the Plan. Participants are immediately vested in their contributions plus actual
earnings thereon. The maximum annual contribution a participant could make into
the Plan was $10,000 during 1998.
Excess contributions occur when elective contributions on behalf of highly
compensated employees exceed those permitted under the special nondiscrimination
rule under IRS code 401(k). A plan is not disqualified provided that the excess
contributions are distributed to the highly compensated employees. There were no
excess contributions during 1998.
-7-
<PAGE>
The Company may make a discretionary matching contribution based on the
participants contributions, limited to 4% of compensation. The Company may also
make a discretionary contribution to participants to be allocated in the same
ratio as each participant's compensation bears to the total of such compensation
of all eligible participants. Participants must have completed 1,000 hours of
service and be employed on the last day of the Plan year to be eligible to share
in the allocation of non-matching employer contributions. Participants vest in
Company contributions as follows:
Completed Years of Service Vested Percentage
-------------------------- -----------------
less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
In 1998, the Company discretionary matching contributions were $1,336,200,
including the payment of the December 31, 1997 contribution receivable and the
application of prior forfeitures of approximately $87,000. There were no
discretionary non-matching contributions in 1998.
Forfeitures
Forfeitures of non-vested employer contributions will be used to reduce future
employer discretionary matching contributions. Forfeitures accumulated during
1998 were $234,266.
Participant Loans
The Plan has a loan provision which allows participants to borrow from the Plan.
The minimum loan is $1,000, and the maximum loan is 50% of a participants' total
vested account balance, not to exceed $50,000. The interest rate is established
at the prime rate as of the beginning of each month at which the loan is made.
Interest rates on outstanding loans as of the Plan year-end range from 8.0% to
9.5%. Interest paid by a participant on an outstanding loan is paid directly
into the participant's account. Principal and interest is paid ratably through
payroll deductions. The repayment period cannot exceed five years unless the
loan is used to acquire a participant's principal residence. A participant can
only have two loans outstanding from the Plan at any given time.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The financial statements of the Plan for 1998 and 1997 are based upon data
provided by the Recordkeeper and/or Custodian (which is on a modified accrual
basis), adjusted for accruals for contributions receivable and excess
contribution payments due to participants based on the results of ERISA limit
testing.
Investments
The Plan's investments with Merrill Lynch are stated at fair value.
-8-
<PAGE>
In 1997, the Plan had two contracts with the former custodian, a variable return
contract and a guaranteed return contract. The variable return contract
consisted of numerous mutual fund options with a range of investment objectives.
Returns were based upon the underlying mutual funds in which the assets were
invested.
The guaranteed return contract provided an annual interest guarantee based on
the investment yield realized on Nationwide's General account. The contract
guaranteed an interest rate for the first guarantee period and a minimum rate
for the following guarantee period.
Investments in the fixed return fund were stated at unit value. Unit value was
assigned daily, based on the fund's guaranteed interest rate. The fixed fund's
unit valued increased incrementally to reflect interest that was earned daily.
Payment of Benefits
Benefits are recorded when paid.
Plan Expenses
Expenses for recordkeeping, investment and other costs are paid by the Plan.
Accounting fees are paid by the Company.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
3. INVESTMENT OPTIONS:
Participants may allocate their contributions into the Plan among the following
23 options in 1998 (including a number of Merrill Lynch ("ML") options):
1) MSC Industrial Direct Inc. Class A - The Plan Trustee will be permitted to
acquire, with amounts directed by Participants to be invested in the MSC
Industrial Direct Co., Inc. Stock Fund, shares of Class A Common Stock
("Common Stock") directly from the Company.
The Plan Trustee may acquire (sell) shares of Common Stock by purchasing
(selling) such shares on the principal national securities exchange on
which shares of Common Stock are traded on that date, and the cost of such
shares will be the weighted average purchase price (weighted average sale
price) paid by the Plan Trustee during a day. The price includes
commissions incurred in the purchase or sale. Alternatively, the Plan
Trustee may acquire shares of Common Stock directly from the Company. If
acquired directly from the Company, the cost of the shares of Common Stock
will be the average of the high and low of the Common Stock as traded on
the principal national securities exchange on which such shares are traded
on the date issued by the Company. The Plan Trustee may acquire shares of
Common Stock in a single purchase or over time, as they determine in their
sole discretion.
-9-
<PAGE>
If circumstances so require, the Plan Trustee may suspend the purchase and
sale of shares of Common Stock. Such suspension will last until the
Trustee determines that the circumstances causing the suspension have
ceased to exist. During the suspension period, the Plan Trustee will hold
all of the contributions directed to be invested in the fund in the
Merrill Lynch Retirement Preservation Trust.
The value of the MSC Industrial Direct Co., Inc. Stock Fund is subject to
fluctuation in the market price of the shares of Common Stock. There is no
guarantee of investment performance. Likewise, there is no guarantee that
the Company will pay dividends in the future. The fair market value of the
shares of Common Stock will be equal to the closing price of the Common
Stock as reported on the principal national securities exchange on which
such shares are traded on the date of valuation.
2) ML Equity Index Trust Class A - Seeks to provide investment results that,
before expenses, replicate the total return of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500"). In seeking to replicate the total
return of the S&P 500, management generally will allocate investments
among common stocks in approximately the same weighting as the index.
Typically, most of the assets will be comprised of all, or nearly all, 500
stocks in the index in weightings closely aligned with those of the index.
3) ML Retirement Preservation Trust - Seeks to provide preservation of
capital, liquidity and current income at levels that are typically higher
than those provided by money market funds. The Trust invests primarily in
a broadly diversified portfolio of Guaranteed Investment Contracts and in
obligations of U.S. government and government-agency securities. The Trust
also invests in high-quality money market securities. Participants
purchase units that the Trust seeks to maintain at $1.00 per unit,
although this cannot be assured.
4) MFS Emerging Growth Fund - Seeks long-term growth of capital. The fund
invests primarily in small and medium-sized companies with growth rates
expected to be well above the growth rate of the overall economy and the
rate of inflation. Typically these companies are early in their life
cycles and have the potential to become major enterprises. The fund may
also invest in companies based on special factors such as new management,
new products or changes in consumer demand.
5) Davis Ser Inc. Real Estate Fund A - Seeks growth and income. The fund
normally invests at least 65% of assets in securities of companies that
are principally engaged in the real-estate industry, that own significant
real-estate assets, or that primarily invest in real-estate assets, or
that primarily invest the balance of assets in securities or other types
of companies. The fund may also invest in securities of foreign issuers.
6) ML Latin America Fund Class A - Seeks long-term capital appreciation
through investments in Latin American equity and debt securities. The
fund's objective reflects the belief that investment opportunities may
result in Latin America from an evolving longer-term international trend
encouraging greater market orientation and diminishing governmental
intervention in economic affairs. It is expected that, under normal
conditions, at least 65% of the fund's total assets will be invested in
Latin American securities. The fund may attempt to hedge against market
and currency risk through the use of options, futures, options on futures
and forward currency transactions.
7) Federated Bond Fund Class A - Seeks income consistent with preservation of
capital. The fund normally invests at least 65% of assets in
investment-grade corporate bonds, U.S. government securities, preferred
stock, convertibles and cash. It may invest up to 35% of assets in debt
rated as low as B; it may invest up to 25% in debt securities of foreign
governments.
-10-
<PAGE>
8) AIM International Equity Fund Class A - Seeks long-term growth of capital
by investing in a diversified portfolio of international equity
securities. The fund will invest at least 70% of its total assets in
marketable equity securities. It may also invest up to 20% of its total
assets in securities that are convertible into equity securities of
foreign companies which are listed on a recognized foreign securities
exchange or traded on a foreign over-the-counter market. The fund's assets
will be invested in the securities of foreign companies located in at
least four countries outside the United States. It will emphasize
investment in foreign companies in the developed countries of Western
Europe and the Pacific Basin and may also invest to a limited extent in
the securities of companies located in developing countries in various
regions of the world.
9) Alliance Corporate Bond Fund Class A - Seeks income; capital appreciation
is secondary. The fund normally invests at least 65% of assets in
investment-grade debt securities. It may hold corporate bonds,
convertibles, U.S. government obligations and dollar-denominated foreign
debt.
10) Seligman Communications - Seeks capital appreciation. The fund normally
invests at least 80% of assets in common stocks issued by companies that
operate in the communication, information and related industries. It
invests in large, established media corporations, as well as in smaller
companies with rapidly changing technologies and expansion
characteristics. The fund may invest up to 10% of assets in foreign
securities; this restriction does not apply to depositary receipts.
11) Oppenheimer Global Fund - Seeks capital appreciation. The fund invests
primarily in common stocks and convertible securities issued by U.S. and
foreign companies. It ordinarily maintains investments in at least three
countries. The fund may invest in securities of companies in cyclical
industries and special situations.
12) Alliance Quasar Fund Class A - Seeks growth of capital. The fund follows
aggressive investment policies and invests primarily in equity securities.
It may invest in new or established, listed or unlisted, and foreign or
domestic securities. The fund may engage in short sales and other
derivatives transactions.
13) ML Eurofund Class A - Seeks capital appreciation through investment
primarily in equities of corporations domiciled in Europe. The fund
expects that, under normal market conditions, at least 80% of the fund's
net assets will be invested in European corporate securities, primarily in
common stocks, debt and preferred securities convertible into common
stocks. Investments in foreign securities involve special risks, including
foreign currency risk and the possibility of substantial volatility due to
adverse political, economic or other developments.
14) ML Growth Fund Class A - Seeks growth of capital and, secondarily, income
through a diversified portfolio of primarily equity securities, with
principal emphasis on issues believed by fund management to be
undervalued. The fund invests in securities that many investors consider
to be out-of-favor, but which fund management believes may have underlying
value that is not immediately apparent. In selecting securities believed
to be undervalued, the fund emphasizes securities of issuers with a market
capitalization of $500 million or greater, but the fund also has the
flexibility to invest in issues of smaller-capitalization companies with
similar value characteristics. The fund may invest up to 40% of its total
assets in foreign securities.
-11-
<PAGE>
15) ML Global Allocation Fund Class A - Seeks high total investment return
consistent with prudent risk. The fund has a fully managed investment
policy utilizing U.S. and foreign equity, debt and money market
securities, the combination of which will be varied from time to time,
both with respect to types of securities and markets, in response to
changing market and economic trends. This investment approach provides the
fund with the opportunity to benefit from anticipated shifts in the
relative performance of different types of securities and different
capital markets. The fund may invest up to 35% of its total assets in
non-investment-grade debt securities (high-yield or "junk" bonds.)
16) ML Developing Capital Markets Fund Class A - Seeks long-term capital
appreciation by investing in securities, primarily equities, of issuers in
countries having smaller capital markets. It is currently expected that,
under normal conditions, at least 65% of the fund's net assets will be
invested in equity securities. The fund may employ a variety of
investments and techniques to hedge against market and currency risk,
including options, futures, options on futures and forward currency
transactions.
17) AIM Equity Constellation Fund - Seeks capital appreciation. To work toward
this goal, the fund invests in small-to-medium-sized emerging growth
companies. Fund management will be particularly interested in companies
that are likely to benefit from new or innovative products, services or
processes that should enhance such companies' prospects for future growth
in earnings. The market prices of many of the securities purchased and
held by the fund may fluctuate widely.
18) MFS Mass. Investors Trust Class A - Seeks current income and long-term
growth of capital and income. The fund invests primarily in common stocks
and convertibles. It may invest up to 35% of assets in foreign securities;
this limit does not apply to American Depositary Receipts. The fund may
invest a portion of the assets in debt securities and cash equivalents. It
may invest up to 15% of assets in liquid securities.
19) MFS Research Fund - Seeks long-term growth of capital and future income.
The fund primarily invests in common stocks and convertible securities. It
may also invest in fixed-income securities; it may not invest more than
10% of assets in securities rated below investment-grade. The Fund may
invest up to 20% of assets directly in foreign securities; it may also
invest in American Depositary Receipts.
20) ML Capital Fund Class A - Seeks the highest total investment return
consistent with prudent risk primarily through a fully managed investment
policy that permits management of the fund to vary investment in equity,
debt and convertible securities based on its evaluation of changes in
economic and market trends. The fund invests in high-quality stocks,
corporate bonds and cash equivalents, and may invest up to 25% of its
assets in foreign securities.
21) ML Corporate Bond High Income Fund Class A - Seeks a high level of current
income consistent with the investment policies of the portfolio and with
prudent investment management. As a secondary objective the fund seeks
capital appreciation, when consistent with its primary objective. The fund
invests substantially all of its assets in fixed-income securities that
are rated in the lower rating categories of the established rating
services or in unrated securities of comparable quality.
-12-
<PAGE>
22) ML Pacific Fund Class A - The fund seeks long-term capital appreciation by
investing primarily in the equities of companies in the Far Eastern and
Western Pacific countries, including Japan, Australia, Hong Kong and
Singapore. The Pacific Basin is one of the most rapidly growing regions in
the world, and its stock markets have often reflected that growth. The
fund is designed for investors who want to achieve diversification by
investing in economies of Far Eastern and Western Pacific countries. To
hedge the fund's portfolio against market and currency risk, fund
management may employ strategies that include the use of currency options
and futures, options on such futures and forward foreign-currency
transactions. Such strategies involve special risks and there can be no
assurance that they will be successful.
23) Davis New York Venture Fund Class A - Seeks growth of capital. To work
toward this goal, the fund normally invests in common stocks and
convertible securities that management believes to have above-average
appreciation potential. The fund may also invest up to 10% of its assets
in securities of foreign issuers and up to 10% of its assets in restricted
securities.
Participants allocated their contributions into the Plan among the following 9
options in 1997:
Variable Return Contract
1) Bond Fund of America - Seeks as high a level of current income as is
consistent with the preservation of capital and invests in a diversified
portfolio consisting substantially of marketable corporate debt
securities, government obligations and money market securities. At least
60% of the fund's assets are invested in high grade ("A" or better)
straight debt securities, government securities or high grade short-term
investments. The remaining 40% of assets may be invested in other debt
securities, but any securities rated below "BBB" are subject to special
review.
2) Dreyfus S&P 500 Index - Seeks to provide investment results that
correspond to the price and yield performance of publicly-traded common
stocks in the aggregate, as represented by the S&P 500, and invests at
least 80% of the fund's net assets in the stocks that comprise the index
and in stock index futures.
3) Fidelity Magellan - Invests primarily in common stocks and convertible
securities; may invest up to 20% of its assets in debt securities of all
types and qualities; features domestic corporations operating primarily in
the United States, domestic corporations that have significant activities
and interests outside the United States and foreign companies, and has no
limitation on total foreign investment. However, no more than 40% of fund
assets may be invested in companies operating exclusively in one foreign
country.
4) Fidelity Puritan - Seeks as much income as possible, consistent with the
preservation and conservation of capital; invests in common stocks,
preferred stocks and bonds, seeking to diversify in terms of both
companies and industries, and has historically used income-producing
securities as the principal holding.
5) Nationwide Money Market - Provides as high a level of current income as is
consistent with the preservation of capital and maintenance of liquidity;
invests in a diversified portfolio of high quality money market
instruments maturing in 397 days or less, investing mainly in debt, but
retaining maximum flexibility in the management of its portfolio.
-13-
<PAGE>
6) Neuberger & Berman Partners - Seeks capital growth; invests principally in
common stocks and other securities and, to a lesser extent, in bonds and
debentures believed to have potential for appreciation in value; may at
times consist of securities selected for their short-term gain potential
as a substantial portion of the fund's portfolio; may be expected to have
a higher portfolio turnover than other mutual funds and may also loan
securities or write covered call options.
7) Oppenheimer Global Fund - Seeks capital appreciation. The fund invests
primarily in common stocks and convertible securities issued by U.S. and
foreign companies. It ordinarily maintains investments in at least three
countries. The fund may invest in securities of companies in cyclical
industries and special situations.
8) 20th Century Growth - Seeks capital appreciation; tries to remain fully
invested in stocks at all times; is the most conservative of 20th
Century's non-dividend seeking common stock funds; selects common stocks
on the basis of their appreciation potential; generally chooses larger
companies.
Guaranteed Return Contract
9) Nationwide Fixed Rate - Earned 5.45% for the year ended December 31, 1997,
and provided a guarantee of principal and interest backed by Nationwide
Life Insurance Company.
Investments that represent five percent or more of the Plan's net assets are as
follows:
December 31,
----------------------------
1998 1997
---- ----
MSC Industrial Direct Inc. Class A $1,415,867 $ --
ML Equity Index Trust Class A 4,308,145 --
ML Retirement Preservation Trust 3,266,792 --
Federated Bond Fund Class A 1,993,539 --
Oppenheimer Global Fund 1,773,221 1,405,027
ML Growth Fund Class A 4,399,888 --
ML Capital Fund Class A 2,121,306 --
Bond Fund of America -- 1,730,390
Dreyfus S&P 500 Index -- 2,540,592
Fidelity Magellan -- 4,939,708
Fidelity Puritan -- 2,069,235
Nationwide Money Market -- 983,408
Neuberger & Berman Partners -- 1,247,880
Nationwide Fixed Rate -- 1,518,452
Participants may change their rate of contribution on the first day of each
payroll period and their allocations among the different investment funds on a
daily basis.
-14-
<PAGE>
4. NET ASSET VALUE PER UNIT:
<TABLE>
<CAPTION>
Net Asset Value Net Asset Value
Per Unit at Per Unit at
Investment Option December 31, 1998 December 31, 1997
----------------- ----------------- -----------------
<S> <C> <C>
MSC Industrial Direct Inc. Class A $22.63 $ --
ML Equity Index Trust Class A 83.92 --
ML Retirement Preservation Trust 1.00 --
MFS Emerging Growth Fund 44.60 --
Davis Ser Inc. Real Estate Fund A 20.73 --
ML Latin America Fund Class A 9.17 --
Federated Bond Fund Class A 9.91 --
AIM International Equity Fund Class A 18.61 --
Alliance Corporate Bond Fund Class A 13.20 --
Seligman Communications 30.73 --
Oppenheimer Global Fund 42.60 --
Alliance Quasar Fund Class A 25.00 --
ML Eurofund Class A 15.58 --
ML Growth Fund Class A 21.51 --
ML Global Allocation Fund Class A 12.61 --
ML Developing Capital Markets Fund Class A 8.64 --
AIM Equity Constellation Fund 30.52 --
MFS Mass. Investors Trust Class A 20.25 --
MFS Research Fund 25.15 --
ML Capital Fund Class A 34.41 --
ML Corporate Bond High Income Fund Class A 6.96 --
ML Pacific Fund Class A 17.64 --
Davis New York Venture Fund Class A 25.01 --
Bond Fund of America -- 2.25
Dreyfus S&P 500 Index -- 2.75
Fidelity Magellan -- 2.39
Fidelity Puritan -- 2.24
Nationwide Money Market -- 1.82
Neuberger & Berman Partners -- 4.13
Oppenheimer Global -- 2.08
20th Century Growth -- 5.28
</TABLE>
5. INCOME TAX STATUS:
The Internal Revenue Service has determined and informed the Company, by a
letter dated March 27, 1997, that the Plan and the related trust are designed in
accordance with the applicable sections of the Internal Revenue Code (the
"Code"). The Company believes that the Plan is currently designed and being
operated in compliance with all sections of the Code for the year ended December
31, 1998.
6. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the right to
terminate the Plan at any time, subject to the provisions of ERISA.
7. REPORTABLE TRANSACTIONS:
Reportable transactions represent either (i) a single transaction or (ii) a
series of transactions involving a specific investment which are individually or
in the aggregate in excess of 5% of the current value of plan assets at the
beginning of a Plan year. These transactions are listed in the Schedule of
Reportable Transactions.
-15-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
FORM 5500-ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Issuer Description Cost Current Value
- ------------------ ----------- ---- -------------
<S> <C> <C> <C>
Merrill Lynch * MSC Industrial Direct Inc. Class A $1,541,162 $ 1,415,867
Merrill Lynch * ML Equity Index Trust Class A 3,549,884 4,308,145
Merrill Lynch * ML Retirement Preservation Trust 3,266,791 3,266,792
Merrill Lynch * MFS Emerging Growth Fund Class A 127,104 138,254
Merrill Lynch * Davis Ser Inc Real Estate Fund A 14,402 12,453
Merrill Lynch * ML Latin America Fund Class A 5,904 4,068
Merrill Lynch * Federated Bond Fund Class A 2,028,524 1,993,539
Merrill Lynch * AIM International Equity Fund Class A 48,827 48,382
Merrill Lynch * Alliance Bond Fund Corporate Class A 32,531 31,525
Merrill Lynch * Seligman Communications 90,109 110,704
Merrill Lynch * Oppenheimer Global Fund 1,747,163 1,773,221
Merrill Lynch * Alliance Quasar Fund Class A 122,036 111,328
Merrill Lynch * ML Eurofund Class A 112,638 96,773
Merrill Lynch * ML Growth Fund Class A 5,597,489 4,399,888
Merrill Lynch * ML Global Allocation Fund Class A 44,677 41,315
Merrill Lynch * ML Developing Capital Markets Fund Class A 7,571 6,254
Merrill Lynch * AIM Equity Constellation Fund 64,252 68,891
Merrill Lynch * MFS Mass. Investors Trust Class A 705,846 743,021
Merrill Lynch * MFS Research Fund 60,831 63,641
Merrill Lynch * ML Capital Fund Class A 2,145,235 2,121,306
Merrill Lynch * ML Corporate Bond High Income Fund Class A 1,542 1,443
Merrill Lynch * ML Pacific Fund Class A 1,676 1,681
Merrill Lynch * Davis New York Venture Fund Class A 218,744 230,694
Participant Loans * A commercial bank's fixed rate mortgage
(8.0% - 9.5% for 1998) N/A 1,463,284
-----------
$22,452,469
===========
</TABLE>
* Parties-in-interest
This schedule should be read in conjunction with the
accompanying financial statements and notes thereto.
-16-
<PAGE>
SID TOOL SAVINGS PLAN
PLAN NUMBER: 003
PLAN EIN: 13-5526506
FORM 5500 - ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Current
Value of
Asset on
Identity of Party Involved Purchase Selling Cost Transaction Net Gain
and Description of Assets Units Price Price of Asset Date or (Loss)
------------------------- ----- ----- ----- -------- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
MSC Industrial Direct Inc. Class A 64,158 $ 1,865,063 $ -- $ 1,865,063 $ 1,865,063 $ --
ML Equity Index Trust Class A 67,028 4,620,872 -- 4,620,872 4,620,872 --
ML Retirement Preservation Trust 5,245,957 5,245,957 -- 5,245,957 5,245,957 --
Federated Bond Fund Class A 279,842 2,823,456 -- 2,823,456 2,823,456 --
Oppenheimer Global Fund 62,783 2,642,233 -- 2,642,233 2,642,233 --
ML Growth Fund Class A 426,835 11,887,530 -- 11,887,530 11,887,530 --
ML Capital Fund Class A 108,086 3,780,120 -- 3,780,120 3,780,120 --
Pending Settlement Fund 1,331,547 1,331,547 -- 1,331,547 1,331,547 --
Loan Fund 1,380,928 1,380,928 -- 1,380,928 1,380,928 --
Bond Fund of America -- -- 1,730,390 -- 1,730,390 --
Dreyfus S&P 500 Index -- -- 2,540,592 -- 2,540,592 --
Fidelity Magellan -- -- 4,939,708 -- 4,939,708 --
Fidelity Puritan -- -- 2,069,235 -- 2,069,235 --
Nationwide Money Market -- -- 983,408 -- 983,408 --
Neuberger & Berman Partners -- -- 1,247,880 -- 1,247,880 --
Oppenheimer Global -- -- 1,405,027 -- 1,405,027 --
Nationwide Fixed Rate -- -- 1,518,452 -- 1,518,452 --
</TABLE>
NOTE: For the purpose of this schedule, reportable transactions include either
(i) a single transaction or (ii) a series of transactions involving a
specific investment which are individually or in the aggregate in excess
of 5% of the current value of the Plan assets at the beginning of a Plan
year.
This schedule should be read in conjunction with the
accompanying financial statements and notes thereto.
-17-
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K, into the Company's previously filed
Registration Statement Nos. 33-98832, 333-10833, 333-31837, 333-46273, 333-48901
and 333-70293.
ARTHUR ANDERSEN LLP
Melville, New York
July 8, 1999
