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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Ingram Micro Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01
(Title of Class of Securities)
457153
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Linwood A. Lacy, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 1,500,562
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,500,562
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,562
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
12. TYPE OF REPORTING PERSON
IN
Item 1(a). Name of Issuer:
Ingram Micro Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
1600 E. St. Andrew Place
Santa Ana, CA 92705
Item 2(a). Name of Person Filing:
Linwood A. Lacy, Jr.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
Micro Warehouse
535 Connecticut Avenue
Norwalk, CT 06854
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
457153
Item 3. Type of Reporting Person:
N/A
Item 4. Ownership:
(a), (b) and (c)
Based on information provided by the Company, as of
December 31, 1996, there were outstanding 24,269,533
shares of Class A Common Stock, par value $0.01 per
share (the "Class A Common Stock"), and 109,838,762
shares of Class B Common Stock, par value $0.01 per
share (the "Class B Common Stock"). Each share of
Class A Common Stock entitles the holder to one vote
on each matter submitted to a vote of the Company's
stockholders, including the election of directors, and
each share of Class B Common Stock entitles the holder
to ten votes on each such matter. Except as required
by applicable law, holders of the Class A Common Stock
and Class B Common Stock vote together as a single
class on all matters submitted to a vote of the
stockholders of the Company. The table below
indicates beneficial ownership of Class A Common Stock
as of December 31, 1996 of Mr. Lacy. Pursuant to
Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, certain securities convertible into, or
exchangeable for, shares of Class A Common Stock, may
be deemed to be shares of Class A Common Stock for
purposes of determining beneficial ownership. See
footnote (1) below. Also indicated is the percentage
of Common Equity (as defined below) owned by Mr. Lacy
as of such date.
% Class % Common
A Common Equity
Beneficial Stock at at
Ownership at 12/31/96 12/31/96
12/31/96(1) (1) (2)
------------ -------- --------
Linwood A. Lacy, 1,500,562(3) 5.8 1.1
Jr.
- ------------
(1) Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as used in this table, "beneficial ownership" means the sole
or shared power to vote or direct the voting or to dispose or direct
the disposition of any security. Mr. Lacy is deemed as of any date
to have "beneficial ownership" of any security that he has a right
to acquire within 60 days after such date. For purposes of
calculating the ownership percentage of Mr. Lacy, any securities that
any person other than Mr. Lacy has the right to acquire within 60
days of such date are not deemed to be outstanding.
(2) "Common Equity" means the Class A Common Stock and the Class B Common
Stock. Each share of Class B Common Stock is convertible at any time
at the option of the holder into one share of Class A Common Stock.
(3) Includes options exercisable for 110,500 shares of Class A Common
Stock. All other shares are shares of Class B Common Stock. Mr.
Lacy has sole voting and dispositive power with respect to all
such shares.
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf
of Another Person:
N/A
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
N/A
Item 8. Identification and Classification of Members of
the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
N/A
-------------------------
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: February 14, 1997
/s/ Linwood A. Lacy, Jr.
--------------------------
Linwood A. Lacy, Jr.