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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.
Ingram Thrift Plan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 9,237,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
9,237,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,237,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.6%
12. TYPE OF REPORTING PERSON
EP
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:
Ingram Thrift Plan
Item 2(b). Address of Principal Business Office or, if None,
Residence:
c/o Ingram Industries Inc.
One Belle Meade Place
4400 Harding Road
Nashville, TN 37205
Item 2(c). Citizenship:
Tennessee
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:
[ ] (a) Broker or dealer registered under
Section 15 of the Securities Exchange
Act of 1934 (the "Act"),
[ ] (b) Bank as defined in Section 3(a)(6) of
the Act,
[ ] (c) Insurance Company as defined in Section
3(a)(1) of the Act,
[ ] (d) Investment Company registered under
Section 8 of the Investment Company Act,
[ ] (e) Investment Adviser registered under
Section 203 of the Investment Advisers
Act of 1940,
[X] (f) Pension Fund which is subject to the
provisions of the Employee Retirement
Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
[ ] (g) Parent Holding Company, in accordance
with Rule 13d-1(b)(ii)(g); see Item 7,
[ ] (h) Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
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 Ingram Thrift Plan.
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 Ingram Thrift Plan 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)
------------ --------- --------
Ingram Thrift Plan 9,237,000(3) 27.6% 6.9%
- ----------
(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. Ingram Thrift Plan is deemed as of
any date to have "beneficial ownership" of any security that it has a
right to acquire within 60 days after such date. For purposes of
calculating the ownership percentage of Ingram Thrift Plan, any
securities that any person other than Ingram Thrift Plan 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) All of such shares are shares of Class B Common Stock. Ingram Thrift
Plan 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:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and
were not acquired for the purpose of and do not have
the effect of changing or influencing the control of
the issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purpose or effect.
---------------------
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 14, 1997
INGRAM THRIFT PLAN
By: ROY E. CLAVERIE, WILLIAM M.
HEAD AND THOMAS H. LUNN,
as Co-Trustees
By: /s/ Roy E. Claverie
---------------------------
Name: Roy E. Claverie
Title: Co-Trustee
By: /s/ William M. Head
---------------------------
Name: William M. Head
Title: Co-Trustee
By: /s/ Thomas H. Lunn
---------------------------
Name: Thomas H. Lunn
Title: Co-Trustee