MSC Industrial Direct Co., Inc. Watch

from SC 13G/A 1 page Joint Acquisition Statement

from SC 13G/A 1 page Joint Acquisition Statement

from SC 13G/A ~1 page Exhibit 1 Joint Filing Agreement

from 8-K 29 pages MSC Industrial Direct Co., Inc. (A New York Corporation) 146,295 Shares of Class a Common Stock Purchase Agreement

from 8-K 29 pages MSC Industrial Direct Co., Inc. (A New York Corporation) 243,786 Shares of Class a Common Stock Purchase Agreement

from 8-K 29 pages MSC Industrial Direct Co., Inc. (A New York Corporation) 5,919 Shares of Class a Common Stock Purchase Agreement

from S-3/A 45 pages MSC Industrial Direct Co., Inc. (A New York Corporation) 4,500,000 Shares of Class a Common Stock Purchase Agreement

from SC 13G/A 1 page Joint Acquisition Statement

from SC 13G/A 1 page Underwriting agreement

from 8-K 32 pages MSC Industrial Direct Co., Inc. (A New York Corporation) 6,000,000 Shares of Class a Common Stock Purchase Agreement

from SC 13G ~1 page Joint Acquisition Statement

from SC 13G 1 page <page> Exhibit 1 Joint Filing Agreement Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (The "Filing Persons"), Hereby Agree to File Jointly a Schedule 13g and Any Amendments Thereto Relating to the Aggregate Ownership by Each of the Filing Persons of Any Voting Equity Security of a Class Which Is Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended, as Required by Rule 13d-1 and Rule 13d-2 Promulgated Under the Securities Exchange Act of 1934. Each of the Filing Persons Agrees That the Information Set Forth in Such Schedule 13g and Any Amendments Thereto With Respect to Such Filing Person Will Be True, Complete and Correct as of the Date of Such Schedule 13g or Such Amendment, to the Best of Such Filing Person's Knowledge and Belief, After Reasonable Inquiry. Each of the Filing Persons Makes No Representations as to the Accuracy or Adequacy of the Information Set Forth in the Schedule 13g or Any Amendments Thereto With Respect to Any Other Filing Person. Each of the Filing Persons Shall Promptly Notify the Other Filing Persons if Any of the Information Set Forth in the Schedule 13g or Any Amendments Thereto Shall Become Inaccurate in Any Material Respect or if Said Person Learns of Information That Would Require an Amendment to the Schedule 13g. in Witness Whereof, the Undersigned Have Set Their Hands This 17th Day of January, 2001. Waddell & Reed Financial, Inc. Waddell & Reed Financial Services, Inc. By: /S/ Daniel C. Schulte By: /S/ Wendy J. Hills Name: Daniel C. Schulte Name: Wendy J. Hills Title: Vice President Title: Attorney-In-Fact Waddell & Reed, Inc. Waddell & Reed Investment Management Company By: /S/ Wendy J. Hills By: /S/ Wendy J. Hills Name: Wendy J. Hills Name: Wendy J. Hills Title: Attorney-In-Fact Title: Attorney-In-Fact

from 11-K 1 page 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

from S-3/A ~20 pages Underwriting Agreement

from S-1/A ~20 pages Underwriting Agreement