UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Ingram Micro Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01
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(Title of Class of Securities)
457153
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]
CUSIP NO. 457153 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Philip M. Pfeffer
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 2,082,691
Person With
6. SHARED VOTING POWER
208,653
7. SOLE DISPOSITIVE POWER
2,082,691
8. SHARED DISPOSITIVE POWER
208,653
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,291,344
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.5%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Pfeffer Family Partners, L.P.
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 208,653
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
208,653
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,653
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
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:
Philip M. Pfeffer
Pfeffer Family Partners, L.P. ("PFLP")
Item 2(b). Address of Principal Business Office or, if None,
Residence:
The business address of Philip M. Pfeffer is
836 Treemont Court, Nashville, TN 37220
The address of PFLP is 836 Treemont Court,
Nashville, TN 37220
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)
Based on information provided by the Company, as of December 31, 1997,
there were outstanding 37,285,381 shares of Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock"), and 99,714,672
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, 1997 of Mr. Pfeffer and PFLP. 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 Mr. Pfeffer and PFLP as of such date. All shares are Class B
Common Stock, except as noted:
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% Class % Common
A Common Equity
Beneficial Stock at at
Ownership at 12/31/97 12/31/97
12/31/97(1)(2) (2) (3)
- ------------------------------------------------------------------------------
Philip M. Pfeffer 2,291,344(4)(5) 5.5 1.7
PFLP 208,653 0.6 0.2
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(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 1,763,825 shares of Class B Common Stock and 202,104 shares
of Class A Common Stock held by Philip M. Pfeffer and options
exercisable for 116,764 shares of Class A Common Stock. Also
includes the shares held by PFLP, with respect to which Philip M.
Pfeffer shares voting and dispositive power.
(5) Excludes for Mr. Pfeffer 234,348 shares held by his children or
one or more trusts of which his children are beneficiaries.
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
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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 17, 1998
/s/ Philip M. Pfeffer
------------------------------
Philip M. Pfeffer
PFEFFER FAMILY PARTNERS, L.P.
By: PHILIP M. PFEFFER
By: /s/ Philip M. Pfeffer
--------------------------
Name: Philip M. Pfeffer
Title: Partner
