1 This filing is made pursuant to Rule 424(b)(3) under the Securities Act of 1933 in connection with Registration PROSPECTUS SUPPLEMENT NO. 5 TO No. 333-58857 PROSPECTUS DATED JULY 23, 1998 INGRAM MICRO INC. $1,330,000,000 PRINCIPAL AMOUNT AT MATURITY OF ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2018 AND SHARES OF CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE, ISSUABLE UPON CONVERSION THEREOF This Prospectus Supplement relates to the resale by the holders (the "Selling Securityholders") of Zero Coupon Convertible Senior Debentures due 2018 (the "Debentures") of Ingram Micro Inc. (the "Company") and the shares of Class A Common Stock, par value $0.01 per share ("Common Stock"), of the Company issuable upon the conversion of the Debentures (the "Conversion Shares"). This Prospectus Supplement should be read in conjunction with the Prospectus dated July 23, 1998, which is to be delivered with this Prospectus Supplement. All capitalized terms used herein but not defined in this Prospectus Supplement shall have the meanings given them in the Prospectus. The table below sets forth information as of the date hereof concerning beneficial ownership of the Debentures and Common Stock by the Selling Securityholders therein listed. All information concerning beneficial ownership has been furnished by the Selling Securityholders. - --------------- * Less than 1%. (1) Assumes conversion of the full amount of Debentures held by such holder at the initial conversion rate of 5.495 shares of Common Stock per $1,000 principal amount at maturity of Debentures; such conversion rate is subject to adjustment as described under "Description of Debentures -- Conversion of Debentures." Accordingly, the number of shares of Common Stock issuable upon conversion of the Debentures may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Debentures; cash will be paid in lieu of fractional shares, if any. (2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange Act and based upon 40,331,321 shares of Common Stock outstanding as of July 4, 1998, treating as outstanding the number of Conversion Shares shown as being issuable upon the assumed conversion by the named holder of the full amount of such holder's Debentures but not assuming the conversion of the Debentures of any other holder. (3) Based upon 99,281,252 shares of Class B Common Stock outstanding as of July 4, 1998. See "Description of Capital Stock" in the Prospectus. (4) Each share of Common Stock entitles the holder to one vote on each matter submitted to a vote of the Company's shareowners and each share of Class B Common Stock entitles the holder to ten votes on each such matter. See "Description of Capital Stock -- Common Equity -- Voting Rights" in the Prospectus. ------------------------ PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE CAPTION "RISK FACTORS" COMMENCING ON PAGE 6 OF THE PROSPECTUS. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 2, 1998.
PRINCIPAL AMOUNT OF NUMBER OTHER DEBENTURES PERCENTAGE OF OF CONVERSION SHARES OF PERCENTAGE OF PERCENTAGE OF THAT DEBENTURES SHARES THAT COMMON STOCK COMMON STOCK COMMON EQUITY NAME MAY BE SOLD OUTSTANDING MAY BE SOLD(1) HELD OUTSTANDING(2) OUTSTANDING(2)(3) ---- ----------- ------------- -------------- ------------ -------------- ----------------- Beneficial Standard Life Insurance Co. Convertible............ $2,000,000 * 10,990 0 * * BT Alex Brown Inc. ...... $35,000,000 2.6% 192,325 0 * * BT Holdings New York, Inc. .................. $21,000,000 1.6% 115,395 0 * * GLG Global Convertible Fund................... $20,000,000 1.5% 109,900 0 * * JMG Convertible Investments L.P. ...... $2,000,000 * 10,990 0 * * Smith Barney Inc. ....... $2,500,000 * 13,737 0 * * Teachers Insurance and Annuity Association of American............... $14,000,000 1.1% 76,930 0 * * Triton Capital Investments, Ltd. ..... $2,000,000 * 10,990 0 * * PERCENTAGE OF VOTING POWER OF COMMON EQUITY NAME OUTSTANDING(2)(3)(4) ---- -------------------- Beneficial Standard Life Insurance Co. Convertible............ * BT Alex Brown Inc. ...... * BT Holdings New York, Inc. .................. * GLG Global Convertible Fund................... * JMG Convertible Investments L.P. ...... * Smith Barney Inc. ....... * Teachers Insurance and Annuity Association of American............... * Triton Capital Investments, Ltd. ..... *