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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[29~
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 [ ]
Page 1 of 58 Pages
Exhibit Index on Page 56
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Martha R. Ingram
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
3. SEC USE ONLY (b) [X]
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 2,852,819
Person With
6. SHARED VOTING POWER
80,887,972
7. SOLE DISPOSITIVE POWER
2,852,819
8. SHARED DISPOSITIVE POWER
80,887,972
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,740,791
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
77.5%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Orrin H. Ingram, II
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 1,968,625
Person With
6. SHARED VOTING POWER
71,286,290
7. SOLE DISPOSITIVE POWER
1,968,625
8. SHARED DISPOSITIVE POWER
71,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,254,915
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
75.1%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
John R. Ingram
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 631,989
Person With
6. SHARED VOTING POWER
71,286,290
7. SOLE DISPOSITIVE POWER
631,989
8. SHARED DISPOSITIVE POWER
71,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,918,279
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
74.8%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
David B. Ingram
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 1,105,355
Person With
6. SHARED VOTING POWER
71,286,290
7. SOLE DISPOSITIVE POWER
1,105,355
8. SHARED DISPOSITIVE POWER
71,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,391,645
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
74.9%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Robin B. Ingram Patton
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 380,328
Person With
6. SHARED VOTING POWER
71,266,588
7. SOLE DISPOSITIVE POWER
380,328
8. SHARED DISPOSITIVE POWER
71,266,588
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,646,916
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
74.7%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Roy E. Claverie
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 818,465
Person With
6. SHARED VOTING POWER
9,270,621
7. SOLE DISPOSITIVE POWER
818,465
8. SHARED DISPOSITIVE POWER
9,270,621
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,239,086
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.8%
12. TYPE OF REPORTING PERSON
IN
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
QTIP Marital Trust Created Under the E. Bronson Ingram
Revocable Trust Agreement Dated January 4, 1995
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 69,099,259
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
69,099,259
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,099,259
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
74.0%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust
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 814,817
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
814,817
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
814,817
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Martha and Bronson Ingram Foundation
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 19,702
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
19,702
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,702
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
E. Bronson Ingram 1994 Charitable Lead Annuity Trust
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 2,167,329
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
2,167,329
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,329
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.2%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for Orrin Henry Ingram, II, Under Agreement with E.
Bronson Ingram Dated October 27, 1967
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 345,868
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
345,868
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,868
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for Orrin Henry Ingram, II, Under Agreement with E.
Bronson Ingram Dated June 14, 1968
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 942,175
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
942,175
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
942,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for Orrin Henry Ingram, II, Under Agreement with Hortense
B. Ingram Dated December 22, 1975
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 75,916
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
75,916
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,916
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Orrin H. Ingram Irrevocable Trust Dated July 9, 1992
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 6,892
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
6,892
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,892
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for the Benefit of Orrin H. Ingram Established by Martha
R. Rivers Under Agreement of Trust Originally Dated April 30,
1982, as Amended
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 71,007
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
71,007
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,007
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for John Rivers Ingram, Under Agreement with E. Bronson
Ingram Dated October 27, 1967
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 694,774
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
694,774
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
694,774
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for John Rivers Ingram, Under Agreement with E. Bronson
Ingram Dated June 14, 1968
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 1,852,729
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,852,729
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,852,729
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for John Rivers Ingram, Under Agreement with Hortense B.
Ingram Dated December 22, 1975
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 75,916
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
75,916
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,916
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The John R. Ingram Irrevocable Trust Dated July 9, 1992
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 6,892
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
6,892
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,892
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for the Benefit of John R. Ingram Established by Martha
R. Rivers Under Agreement of Trust Originally Dated April 30,
1982, as Amended
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 71,007
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
71,007
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,007
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The John and Stephanie Ingram Family 1996 Generation Skipping
Trust
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 31,497
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
31,497
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,497
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for David B. Ingram, Under Agreement with E. Bronson
Ingram Dated October 27, 1967
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 1,304,185
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,304,185
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,304,185
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for David B. Ingram, Under Agreement with E. Bronson
Ingram Dated June 14, 1968
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 3,479,842
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
3,479,842
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,479,842
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.5%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for David B. Ingram, Under Agreement with Hortense B.
Ingram Dated December 22, 1975
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 142,586
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
142,586
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,586
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David B. Ingram Irrevocable Trust Dated July 9, 1992
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 12,945
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
12,945
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,945
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for the Benefit of David B. Ingram Established by Martha
R. Rivers Under Agreement of Trust Originally Dated April 30,
1982, as Amended
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 133,365
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
133,365
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,365
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
David and Sarah Ingram Family 1996 Generation Skipping Trust
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 59,157
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
59,157
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,157
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson
Ingram Dated October 27, 1967
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 926,365
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
926,365
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,365
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.7%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson
Ingram Dated June 14, 1968
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 1,852,729
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,852,729
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,852,729
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.1%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for Robin Bigelow Ingram, Under Agreement with Hortense
B. Ingram Dated December 22, 1975
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 75,926
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
75,926
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,926
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 6,892
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
6,892
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,892
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Trust for the Benefit of Robin B. Ingram Established by Martha
R. Rivers Under Agreement of Trust Originally Dated April 30,
1982, as Amended
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
South Carolina
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 71,007
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
71,007
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,007
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON
OO
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
SunTrust Bank, Atlanta
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
Number of Shares 5. SOLE VOTING POWER
Beneficially Owned
by Each Reporting 20,320
Person With
6. SHARED VOTING POWER
11,825,641
7. SOLE DISPOSITIVE POWER
20,320
8. SHARED DISPOSITIVE POWER
11,825,641
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,845,961
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
48.8%
12. TYPE OF REPORTING PERSON
BK
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 Persons Filing:
Martha R. Ingram
Orrin H. Ingram, II
John R. Ingram
David B. Ingram
Robin B. Ingram Patton
Roy E. Claverie
QTIP Marital Trust Created Under the E. Bronson Ingram
Revocable Trust Agreement Dated January 4, 1995 ("QTIP
Trust")
E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust
("Charitable Remainder")
Martha and Bronson Ingram Foundation ("Foundation")
E. Bronson Ingram 1994 Charitable Lead Annuity Trust
("Charitable Lead")
Trust for Orrin Henry Ingram, II, Under Agreement with E.
Bronson Ingram Dated October 27, 1967 ("OHI '67 Trust")
Trust for Orrin Henry Ingram, II, Under Agreement with E.
Bronson Ingram Dated June 14, 1968 ("OHI '68 Trust")
Trust for Orrin Henry Ingram, II, Under Agreement with
Hortense B. Ingram Dated December 22, 1975 ("OHI '75
Trust")
The Orrin H. Ingram Irrevocable Trust Dated July 9, 1992
("OHI '92 Trust")
Trust for the Benefit of Orrin H. Ingram Established by
Martha R. Rivers Under Agreement of Trust Originally
Dated April 30, 1982, as Amended ("OHI '82 Trust")
Trust for John Rivers Ingram, Under Agreement with E.
Bronson Ingram Dated October 27, 1967 ("JRI '67 Trust")
Trust for John Rivers Ingram, Under Agreement with E.
Bronson Ingram Dated June 14, 1968 ("JRI '68 Trust")
Trust for John Rivers Ingram, Under Agreement with
Hortense B. Ingram Dated December 22, 1975 ("JRI '75
Trust")
The John R. Ingram Irrevocable Trust Dated July 9, 1992
("JRI '92 Trust")
Trust for the Benefit of John R. Ingram Established by
Martha R. Rivers Under Agreement of Trust Originally
Dated April 30, 1982, as Amended ("JRI '82 Trust")
The John and Stephanie Ingram Family 1996 Generation
Skipping Trust ("JRI Family Trust")
Trust for David B. Ingram, Under Agreement with E.
Bronson Ingram Dated October 27, 1967 ("DBI '67 Trust")
Trust for David B. Ingram, Under Agreement with E.
Bronson Ingram Dated June 14, 1968 ("DBI '68 Trust")
Trust for David B. Ingram, Under Agreement with Hortense
E. Ingram Dated December 22, 1975 ("DBI '75 Trust")
The David B. Ingram Irrevocable Trust Dated July 9, 1992
("DBI '92 Trust")
Trust for the Benefit of David B. Ingram Established by
Martha R. Rivers Under Agreement of Trust Originally
Dated April 30, 1982, as Amended ("DBI '82 Trust")
The David and Sarah Ingram Family 1996 Generation
Skipping Trust ("DBI Family Trust")
Trust for Robin Bigelow Ingram, Under Agreement with E.
Bronson Ingram Dated October 27, 1967 ("RBI '67 Trust")
Trust for Robin Bigelow Ingram, Under Agreement with E.
Bronson Ingram Dated June 14, 1968 ("RBI '68 Trust")
Trust for Robin Bigelow Ingram, Under Agreement with
Hortense B. Ingram Dated December 22, 1975 ("RBI '75
Trust")
The Robin Ingram Patton Irrevocable Trust Dated July 9,
1992 ("RBI '92 Trust")
Trust for the Benefit of Robin B. Ingram Established by
Martha R. Rivers Under Agreement of Trust Originally
Dated April 30, 1982, as Amended ("RBI '82 Trust")
SunTrust Bank, Atlanta ("SunTrust")
In accordance with Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),
each person filing this statement acknowledges that it is
responsible for the completeness and accuracy of the
information contained herein concerning that person but
is not responsible for the completeness or accuracy of
the information concerning the other persons making the
filing, unless such person knows or has reason to believe
that such information is inaccurate.
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The business address of each of Martha R. Ingram, Orrin
H. Ingram, John R. Ingram, II and Roy E. Claverie is c/o
Ingram Industries Inc., One Belle Meade Place, 4400
Harding Road, Nashville, TN 37205.
The business address of David B. Ingram is c/o Ingram
Entertainment Inc., 2 Ingram Boulevard, La Vergne, TN
37089.
The address of Robin B. Ingram Patton is c/o Ingram
Industries Inc., One Belle Meade Place, 4400 Harding
Road, Nashville, TN 37205.
The address of QTIP Trust, Foundation and Charitable Lead
is c/o Ingram Industries Inc., One Belle Meade Place,
4400 Harding Road, Nashville, TN 37205.
The address of Charitable Remainder is c/o Martha R.
Ingram, Ingram Industries Inc., One Belle Meade Place,
4400 Harding Road, Nashville, TN 37205.
The address of each of OHI '67 Trust, OHI '68 Trust, OHI
'75 Trust, JRI '67 Trust, JRI '68 Trust, JRI '75 Trust,
DBI '67 Trust, DBI '68 Trust, DBI '75 Trust, RBI '67
Trust, RBI '68 Trust and RBI '75 Trust is c/o SunTrust
Bank, Atlanta, Attn: Thomas A. Shanks, Jr., Trust Company
Tower, 25 Park Place, 2nd Floor, Atlanta, GA 30303.
The address of each of OHI '92 Trust, OHI '82 Trust, JRI
'92 Trust, JRI '82 Trust, DBI '92 Trust, DBI '82 Trust,
RBI '92 Trust and RBI '82 Trust is c/o Roy E. Claverie,
Ingram Industries Inc., One Belle Meade Place, 4400
Harding Road, Nashville, TN 37205.
The address of JRI Family Trust is c/o William S. Jones,
Ingram Industries Inc., 4400 Harding Road, Nashville, TN
37205
The address of DBI Family Trust is c/o Thomas H. Lunn,
Ingram Entertainment Inc., 2 Ingram Boulevard, La Vergne,
TN 37089.
The address of SunTrust is Trust Company Tower, 25 Park
Place, NE, Atlanta, GA 30303
Item 2(c). Citizenship:
Each of the persons filing this statement is a United
States citizen, a corporation or limited partnership
organized under the laws of a state of the United States
or a trust created or governed under the laws of a state
of the United States.
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)
The entities named in Exhibit 1 (excluding Roy E.
Claverie and SunTrust) (the "Shareholders") and the
Company entered into a Board Representation Agreement
(the "Agreement") dated as of November 6, 1996. Except
as described in footnotes (10) and (11) below, all of the
shares of Class A Common Stock, par value $0.01 per share
(the "Class A Common Stock"), and Class B Common Stock,
par value $0.01 per share (the "Class B Common Stock"),
covered by this statement are subject to the Agreement,
which requires (i) the Shareholders to vote for certain
directors of the Company and (ii) a majority of the
Shareholders to approve certain corporate transactions.
The parties to the Agreement (other than the Company) and
certain trustees of certain Shareholders are filing this
Schedule 13G jointly. The filing of this statement
should not be construed as an admission by any person
that such person is, for purposes of Section 13(d) or
13(g) of the Exchange Act, the beneficial owner of any
securities covered by this statement, other than the
securities set forth opposite such person's name in the
table below. Based on information provided by the
Company, as of December 31, 1996, there were outstanding
24,269,533 shares of Class A Common Stock and 109,838,762
shares of 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 the beneficial ownership of
Class A Common Stock as of December 31, 1996 of the
persons filing this statement. 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 (2)
below. Also indicated is the percentage of Common Equity
(as defined below) owned by each of the persons filing
this statement. All shares are Class B Common Stock,
except as noted:
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/96(1)(2) 12/31/96(2) 12/31/96(3)
-------------- ------------ -----------
Martha R. Ingram 83,740,791(4)(5) 77.5% 62.4%
Orrin H. Ingram, 73,254,915(5)(6) 75.1% 54.6%
II
John R. Ingram 71,918,279(5)(7) 74.8% 53.6%
David B. Ingram 72,391,645(5)(8) 74.9% 54.0%
Robin B. Ingram 71,646,916(5)(9) 74.7% 53.4%
Patton
Roy E. Claverie 10,089,086(5)(10) 29.4% 7.5%
QTIP Trust 69,099,259 74.0% 51.5%
Charitable 814,817 3.2% 0.6%
Remainder
Foundation 19,702 0.1% 0.0%
Charitable Lead 2,167,329 8.2% 1.6%
OHI '67 Trust 345,868 1.4% 0.3%
OHI '68 Trust 942,175 3.7% 0.7%
OHI '75 Trust 75,916 0.3% 0.1%
OHI '92 Trust 6,892 0.0% 0.0%
OHI '82 Trust 71,007 0.3% 0.1%
JRI '67 Trust 694,774 2.8% 0.5%
JRI '68 Trust 1,852,729 7.1% 1.4%
JRI '75 Trust 75,916 0.3% 0.1%
JRI '92 Trust 6,892 0.0% 0.0%
JRI '82 Trust 71,007 0.3% 0.1%
JRI Family Trust 31,497 0.1% 0.0%
DBI '67 Trust 1,304,185 5.1% 1.0%
DBI '68 Trust 3,479,842 12.5% 2.6%
DBI '75 Trust 142,586 0.6% 0.1%
DBI '92 Trust 12,945 0.1% 0.0%
DBI '82 Trust 133,365 0.5% 0.1%
DBI Family Trust 59,157 0.2% 0.0%
RBI '67 Trust 926,365 3.7% 0.7%
RBI '68 Trust 1,852,729 7.1% 1.4%
RBI '75 Trust 75,926 0.3% 0.1%
RBI '92 Trust 6,892 0.0% 0.0%
RBI '82 Trust 71,007 0.3% 0.1%
SunTrust 11,845,961(11) 48.8% 8.8%
- ----------
(1) Each person has sole voting and dispositive power with respect to the
shares shown as beneficially owned, except as indicated below.
(2) 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. A person is deemed as of any date
to have "beneficial ownership" of any security that such person has
a right to acquire within 60 days after such date. For purposes of
calculating the ownership percentage of any person named above, any
securities that any person other than such person has the right to
acquire within 60 days of such date are not deemed to be outstanding.
(3) "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.
(4) Includes 2,038,002 shares held by Martha R. Ingram. Also includes
the shares held by Charitable Remainder, with respect to which Martha
R. Ingram acts as trustee. Also includes the shares held by QTIP
Trust, Foundation, OHI '67 Trust, OHI '68 Trust, OHI '75 Trust, JRI
'67 Trust, JRI '68 Trust, JRI '75 Trust, DBI '67 Trust, DBI '68
Trust, DBI '75 Trust, RBI '67 Trust, RBI '68 Trust and RBI '75 Trust,
with respect to which Martha R. Ingram acts as a trustee and shares
voting and dispositive power.
(5) Excludes 231,000 shares of Class A Common Stock held by Ingram
Industries Inc. ("Ingram Industries") and 15,000 shares of Class
A Common Stock held by Ingram Industries' subsidiary, Ingram
Entertainment Inc. Each of Martha R. Ingram, Orrin H. Ingram, II,
John R. Ingram, David B. Ingram, Robin B. Ingram Patton and Roy
E. Claverie are principal stockholders of Ingram Industries, and
may be deemed to be beneficial owners of the shares held by
Ingram Industries.
(6) Includes 1,871,380 shares of Class B Common Stock and options
exercisable for 97,245 shares of Class A Common Stock held by Orrin
H. Ingram, II. Also includes the shares held by QTIP Trust,
Foundation and Charitable Lead, with respect to which Orrin H.
Ingram, II acts as a trustee and shares voting and dispositive power.
(7) Includes 589,687 shares of Class B Common Stock and options
exercisable for 42,302 shares of Class A Common Stock held by John R.
Ingram. Also includes the shares held by QTIP Trust, Foundation and
Charitable Lead, with respect to which John R. Ingram acts as a
trustee and shares voting and dispositive power.
(8) Includes 1,090,920 shares of Class B Common Stock and options
exercisable for 14,435 shares of Class A Common Stock held by David
B. Ingram. Also includes the shares held by QTIP Trust, Foundation
and Charitable Lead, with respect to which David B. Ingram acts as a
trustee and shares voting and dispositive power.
(9) Includes 380,328 shares of Class B Common Stock held by Robin B.
Ingram Patton. Also includes the shares held by QTIP Trust and
Charitable Lead, with respect to which Robin B. Ingram Patton acts as
a trustee and shares voting and dispositive power.
(10) Includes 472,079 shares of Class B Common Stock held by Roy E.
Claverie. Also includes the shares held by OHI '82 Trust, JRI '82
Trust, DBI '82 Trust and RBI '82 Trust, with respect to which Roy E.
Claverie acts as trustee. Also includes 9,270,621 shares held by the
Ingram Thrift Plan, and the shares held by OHI '92 Trust, JRI '92
Trust, DBI '92 Trust and OHI '92 Trust, with respect to which Roy E.
Claverie acts as a trustee and shares voting and dispositive power.
The shares held by the Ingram Thrift Plan are not bound by the terms
of the Agreement.
(11) Includes the shares held by OHI '67 Trust, OHI '68 Trust, OHI '75
Trust, OHI '92 Trust, JRI '67 Trust, JRI '68 Trust, JRI '75 Trust,
JRI '92 Trust, DBI '67 Trust, DBI '68 Trust, DBI '75 Trust, DBI '92
Trust, RBI '67 Trust, RBI '68 Trust, RBI '75 Trust and RBI '92 Trust,
with respect to which SunTrust Bank, Atlanta acts as a trustee and
shares voting and dispositive power. Also includes 43,329 shares of
Class A Common Stock held in accounts for customers of SunTrust
Banks, Inc. and its affiliates, including SunTrust Bank, Atlanta.
SunTrust Banks, Inc. and its affiliates have sole voting and
dispositive power with respect to 20,320 of these shares, and shared
voting and dispositive power with respect to 4,100 of these shares.
SunTrust Banks, Inc. and its affiliates hold the other 18,909 shares
in non-discretionary accounts. SunTrust Banks, Inc. and each of its
affiliates disclaim any beneficial interest in all shares of Common
Equity it holds.
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:
See Exhibit 1
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 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
/s/ Martha R. Ingram
___________________________________
Martha R. Ingram
/s/ Orrin H. Ingram, II
___________________________________
Orrin H. Ingram, II
/s/ John R. Ingram
___________________________________
John R. Ingram
/s/ David B. Ingram
___________________________________
David B. Ingram
/s/ Robin B. Ingram Patton
___________________________________
Robin B. Ingram Patton
/s/ Roy E. Claverie
___________________________________
Roy E. Claverie
QTIP MARITAL TRUST CREATED UNDER THE
E. BRONSON INGRAM REVOCABLE TRUST
AGREEMENT DATED JANUARY 4, 1995
By: MARTHA R. INGRAM, ORRIN H.
INGRAM, JOHN R. INGRAM, DAVID B.
INGRAM AND ROBIN B. INGRAM
PATTON, as Co-Trustees
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
By: /s/ Orrin H. Ingram
_______________________________
Name: Orrin H. Ingram
Title: Co-Trustee
By: /s/ John R. Ingram
_______________________________
Name: John R. Ingram
Title: Co-Trustee
By: /s/ David B. Ingram
_______________________________
Name: David B. Ingram
Title: Co-Trustee
By: /s/ Robin B. Ingram Patton
_______________________________
Name: Robin B. Ingram Patton
Title: Co-Trustee
E. BRONSON INGRAM 1995 CHARITABLE
REMAINDER 5% UNITRUST
By: MARTHA R. INGRAM, as Trustee
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Trustee
MARTHA AND BRONSON INGRAM FOUNDATION
By: ORRIN H. INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM, AND ROBIN
BIGELOW INGRAM PATTON, as
Co-Trustees
By: /s/ Orrin H. Ingram
_______________________________
Name: Orrin H. Ingram
Title: Co-Trustee
By: /s/ John R. Ingram
_______________________________
Name: John R. Ingram
Title: Co-Trustee
By: /s/ David B. Ingram
_______________________________
Name: David B. Ingram
Title: Co-Trustee
By: /s/ Robin Bigelow Ingram Patton
_______________________________
Name: Robin Bigelow Ingram Patton
Title: Co-Trustee
E. BRONSON INGRAM 1994 CHARITABLE
LEAD ANNUITY TRUST
By: ORRIN H. INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM, AND ROBIN B.
INGRAM PATTON, as Co-Trustees
By: /s/ Orrin H. Ingram
_______________________________
Name: Orrin H. Ingram
Title: Co-Trustee
By: /s/ John R. Ingram
_______________________________
Name: John R. Ingram
Title: Co-Trustee
By: /s/ David B. Ingram
_______________________________
Name: David B. Ingram
Title: Co-Trustee
By: /s/ Robin B. Ingram Patton
_______________________________
Name: Robin B. Ingram Patton
Title: Co-Trustee
TRUST FOR ORRIN HENRY INGRAM, II,
UNDER AGREEMENT WITH E. BRONSON
INGRAM DATED OCTOBER 27, 1967
By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR ORRIN HENRY INGRAM, II,
UNDER AGREEMENT WITH E. BRONSON
INGRAM DATED JUNE 14, 1968
By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: _______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR ORRIN HENRY INGRAM, II,
UNDER AGREEMENT WITH HORTENSE B.
INGRAM DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA, Trustee
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE ORRIN H. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA AND ROY
E. CLAVERIE, as Co-Trustees
By: SUNTRUST BANK, ATLANTA,
as Co-Trustee
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: ROY E. CLAVERIE, as Co-Trustee
By: /S/ Roy E. Claverie
_______________________________
Name: Roy E. Claverie
Title: Co-Trustee
TRUST FOR THE BENEFIT OF ORRIN H.
INGRAM ESTABLISHED BY MARTHA R.
RIVERS UNDER AGREEMENT OF TRUST
ORIGINALLY DATED APRIL 30, 1982,
AS AMENDED
By: ROY E. CLAVERIE, as Trustee
By: /S/ Roy E. Claverie
_______________________________
Name: Roy E. Claverie
Title: Trustee
TRUST FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
By: SUNTRUST BANK, ATLANTA AND MARTHA
R. INGRAM, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968
By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA, Trustee
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE JOHN R. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA AND
ROY E. CLAVERIE, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Roy E. Claverie
_______________________________
Name: Roy E. Claverie
Title: Co-Trustee
TRUST FOR THE BENEFIT OF JOHN R.
INGRAM ESTABLISHED BY MARTHA R.
RIVERS UNDER AGREEMENT OF TRUST
ORIGINALLY DATED APRIL 30, 1982,
AS AMENDED
By: ROY E. CLAVERIE, as Trustee
By: /S/ Roy E. Claverie
_______________________________
Name: Roy E. Claverie
Title: Trustee
THE JOHN AND STEPHANIE INGRAM FAMILY
1996 GENERATION SKIPPING TRUST
By: WILLIAM S. JONES, as Trustee
By: /s/ William S. Jones
_______________________________
Name: William S. Jones
Title: Trustee
TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
By: SUNTRUST BANK, ATLANTA AND MARTHA
R. INGRAM, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH E. BRONSON DATED
JUNE 14, 1968
By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, as
Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR DAVID B. INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA, Trustee
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE DAVID B. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA AND
ROY E. CLAVERIE, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Roy E. Claverie
_______________________________
Name: Roy E. Claverie
Title: Co-Trustee
TRUST FOR THE BENEFIT OF DAVID B.
INGRAM ESTABLISHED BY MARTHA R.
RIVERS UNDER AGREEMENT OF TRUST
ORIGINALLY DATED APRIL 30, 1982,
AS AMENDED
By: ROY E. CLAVERIE, as Trustee
By: /S/ Roy E. Claverie
_______________________________
Name: Roy E. Claverie
Title: Trustee
DAVID AND SARAH INGRAM FAMILY 1996
GENERATION SKIPPING TRUST
By: THOMAS H. LUNN, as Trustee
By: /s/ Thomas H. Lunn
_______________________________
Name: Thomas H. Lunn
Title: Trustee
TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, as Co-Trustees
By: /S/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968
By: SUNTRUST BANK, ATLANTA AND
MARTHA R. INGRAM, as Co-Trustees
By: /S/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Martha R. Ingram
_______________________________
Name: Martha R. Ingram
Title: Co-Trustee
TRUST FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH HORTENSE B. INGRAM
DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA, Trustee
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE ROBIN INGRAM PATTON IRREVOCABLE
TRUST DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA AND
ROY E. CLAVERIE, as Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
By: /S/ Roy E. Claverie
_______________________________
Name: Roy E. Claverie
Title: Co-Trustee
TRUST FOR THE BENEFIT OF ROBIN B.
INGRAM ESTABLISHED BY MARTHA R.
RIVERS UNDER AGREEMENT OF TRUST
ORIGINALLY DATED APRIL 30, 1982,
AS AMENDED
By: ROY E. CLAVERIE, as Trustee
By: _______________________________
Name: Roy E. Claverie
Title: Trustee
SUNTRUST BANK, ATLANTA
By: /s/ Thomas A. Shanks, Jr.
_______________________________
Name: Thomas A. Shanks, Jr.
Title: First Vice President
Exhibit Index
-------------
Exhibit Page
------- ----
1. Names of Reporting Persons 57
EXHIBIT 1
Names of Reporting Persons
1. Martha R. Ingram
2. Orrin H. Ingram, II
3. John R. Ingram
4. David B. Ingram
5. Robin B. Ingram Patton
6. Roy E. Claverie
7. QTIP Marital Trust Created Under the E. Bronson Ingram Revocable
Trust Agreement Dated January 4, 1995
8. E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust
9. Martha and Bronson Ingram Foundation
10. E. Bronson Ingram 1994 Charitable Lead Annuity Trust
11. Trust for Orrin Henry Ingram, II, Under Agreement with E. Bronson
Ingram Dated October 27, 1967
12. Trust for Orrin Henry Ingram, II, Under Agreement with E. Bronson
Ingram Dated June 14, 1968
13. Trust for Orrin Henry Ingram, II, Under Agreement with Hortense B.
Ingram Dated December 22, 1975
14. The Orrin H. Ingram Irrevocable Trust Dated July 9, 1992
15. Trust for The Benefit Of Orrin H. Ingram Established by Martha R.
Rivers Under Agreement Of Trust Originally Dated April 30, 1982, as
Amended
16. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram
Dated October 27, 1967
17. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram
Dated June 14, 1968
18. Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram
Dated December 22, 1975
19. The John R. Ingram Irrevocable Trust Dated July 9, 1992
20. Trust for the Benefit of John R. Ingram Established by Martha R.
Rivers Under Agreement of Trust Originally Dated April 30, 1982, as
Amended
21. The John and Stephanie Ingram Family 1996 Generation Skipping Trust
22. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram
Dated October 27, 1967
23. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram
Dated June 14, 1968
24. Trust for David B. Ingram, Under Agreement with Hortense B. Ingram
Dated December 22, 1975
25. The David B. Ingram Irrevocable Trust Dated July 9, 1992
26. Trust for the Benefit of David B. Ingram Established by Martha R.
Rivers Under Agreement of Trust Originally Dated April 30, 1982, as
Amended.
27. David and Sarah Ingram Family 1996 Generation Skipping Trust
28. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson
Ingram Dated October 27, 1967
29. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson
Ingram Dated June 14, 1968
30. Trust for Robin Bigelow Ingram, Under Agreement with Hortense B.
Ingram Dated December 22, 1975
31. The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992
32. Trust for the Benefit of Robin B. Ingram Established by Martha R.
Rivers Under Agreement of Trust Originally Dated April 30, 1982, as
Amended
33. SunTrust Bank, Atlanta