UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement
Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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 [ ]
CUSIP NO. 457153 13G
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) [ ]
(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 2,852,819
Person With
6. SHARED VOTING POWER
79,825,612
7. SOLE DISPOSITIVE POWER
2,852,819
8. SHARED DISPOSITIVE POWER
79,825,612
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,678,431
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
68.9%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G
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 1,943,741
Person With
6. SHARED VOTING POWER
71,286,290
7. SOLE DISPOSITIVE POWER
1,943,741
8. SHARED DISPOSITIVE POWER
71,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,230,031
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.3%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G
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 1,872,107
Person With
6. SHARED VOTING POWER
71,286,290
7. SOLE DISPOSITIVE POWER
1,872,107
8. SHARED DISPOSITIVE POWER
71,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,158,397
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.2%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G
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 1,145,104
Person With
6. SHARED VOTING POWER
71,286,290
7. SOLE DISPOSITIVE POWER
1,145,104
8. SHARED DISPOSITIVE POWER
71,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,431,394
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
66.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G
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
71,055,197
7. SOLE DISPOSITIVE POWER
380,328
8. SHARED DISPOSITIVE POWER
71,055,197
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,435,525
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
65.7%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G
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 472,079
Person With
6. SHARED VOTING POWER
5,589,429
7. SOLE DISPOSITIVE POWER
472,079
8. SHARED DISPOSITIVE POWER
5,589,429
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,061,508
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.9%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G
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)
65.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
2.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 231,093
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
231,093
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
231,093
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
CUSIP NO. 457153 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
E. Bonson 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 1,955,938
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,955,938
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,955,938
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
0.9%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
2.5%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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
CUSIP NO. 457153 13G
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 347,387
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
347,387
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,387
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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)
2.4%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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
CUSIP NO. 457153 13G
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
CUSIP NO. 457153 13G
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)
3.4%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
8.5%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
0.4%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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)
0.4%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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)
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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
CUSIP NO. 457153 13G
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)
2.4%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
4.7%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G
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 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
CUSIP NO. 457153 13G
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
10,845,746
7. SOLE DISPOSITIVE POWER
20,320
8. SHARED DISPOSITIVE POWER
10,845,746
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,866,066
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.5%
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")
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
and John R. Ingram, II 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 Roy E. Claverie is 6107 Hickory Valley 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, 6107 Hickory Valley 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, 1997, there
were outstanding 37,285,381 shares of Class A Common Stock and
99,714,672 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, 1997 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
12/31/97(1)(2) 12/31/97(2) 12/31/97(3)
- --------------------------------------------------------------------------------
Martha R. Ingram 82,678,431(4)(5) 68.9% 60.3%
- --------------------------------------------------------------------------------
Orrin H. Ingram, 73,230,031(5)(6) 66.3% 53.4%
II
- --------------------------------------------------------------------------------
John R. Ingram 73,158,397(5)(7) 66.2% 53.5%
- --------------------------------------------------------------------------------
David B. Ingram 72,431,394(5)(8) 66.0% 52.9%
- --------------------------------------------------------------------------------
Robin B. Ingram 71,435,525(5)(9) 65.7% 52.1%
Patton
- --------------------------------------------------------------------------------
Roy E. Claverie 6,061,508(5)(10) 15.9% 4.4%
- --------------------------------------------------------------------------------
QTIP Trust 69,099,259 65.0% 50.4%
- --------------------------------------------------------------------------------
Charitable 814,817 2.1% 0.6%
Remainder
- --------------------------------------------------------------------------------
Foundation 231,093 0.6% 0.2%
- --------------------------------------------------------------------------------
Charitable Lead 1,955,938 5.0% 1.4%
- --------------------------------------------------------------------------------
OHI '67 Trust 345,868 0.9% 0.3%
- --------------------------------------------------------------------------------
OHI '68 Trust 942,175 2.5% 0.7%
- --------------------------------------------------------------------------------
OHI '75 Trust 75,916 0.2% 0.1%
- --------------------------------------------------------------------------------
OHI '92 Trust 71,007 0.2% 0.1%
- --------------------------------------------------------------------------------
OHI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
JRI '67 Trust 347,387 0.9% 0.3%
- --------------------------------------------------------------------------------
JRI '68 Trust 926,365 2.4% 0.7%
- --------------------------------------------------------------------------------
JRI '75 Trust 75,916 0.2% 0.1%
- --------------------------------------------------------------------------------
JRI '92 Trust 71,007 0.2% 0.1%
- --------------------------------------------------------------------------------
JRI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
JRI Family Trust 31,497 0.1% 0.0%
- --------------------------------------------------------------------------------
DBI '67 Trust 1,304,185 3.4% 1.0%
- --------------------------------------------------------------------------------
DBI '68 Trust 3,479,842 8.5% 2.5%
- --------------------------------------------------------------------------------
DBI '75 Trust 142,586 0.4% 0.1%
- --------------------------------------------------------------------------------
DBI '92 Trust 133,365 0.4% 0.1%
- --------------------------------------------------------------------------------
DBI '82 Trust 12,945 0.0% 0.0%
- --------------------------------------------------------------------------------
DBI Family Trust 59,157 0.2% 0.0%
- --------------------------------------------------------------------------------
RBI '67 Trust 926,365 2.4% 0.7%
- --------------------------------------------------------------------------------
RBI '68 Trust 1,852,729 4.7% 1.4%
- --------------------------------------------------------------------------------
RBI '75 Trust 75,926 0.2% 0.1%
- --------------------------------------------------------------------------------
RBI '92 Trust 71,007 0.2% 0.1%
- --------------------------------------------------------------------------------
RBI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
SunTrust 10,866,066(11) 22.5% 7.9%
================================================================================
(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"). 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 50,339 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 1,863,438 shares of Class B Common Stock, 22,022 shares of
Class A Common Stock and options exercisable for 8,669 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 54,184 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. Excludes 2,901
shares of Class A Common Stock held by Ingram Entertainment Inc.
David B. Ingram is a principal stockholder of Ingram Entertainment
Inc., and may be deemed to be the beneficial owner of the shares held
by Ingram Entertainment Inc.
(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 acted as trustee until January 30, 1998. Also includes
5,243,043 shares of Class A Common Stock held by the Ingram Thrift
Plan, and the shares held by RBI '92 Trust, JRI '92 Trust, DBI '92
Trust and OHI '92 Trust, with respect to which Roy E. Claverie acted
as a trustee until January 30, 1998 and shared 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, 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, 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.
Subsequent to December 31, 1997, SunTrust Bank, Atlanta has become a
trustee with respect to OHI '82 Trust, JRI '82 Trust, DBI '82 Trust
and RBI '82 Trust.
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 17, 1998
*
----------------------------------
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
By: MARTHA R. INGRAM, ORRIN H.
INGRAM, JOHN R. INGRAM,
DAVID B. INGRAM AND
ROBIN B. INGRAM
PATTON, as Co-Trustees
By: *
------------------------------
Name: Martha R. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: John R. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: David B. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: Robin B. Ingram Patton
Title: Co-Trustee
E. BRONSON INGRAM 1995 CHARITABLE
REMAINDER 5% UNITRUST
By: MARTHA R. INGRAM, as Trustee
By: *
------------------------------
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: *
------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: John R. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: David B. Ingram
Title: Co-Trustee
By: *
------------------------------
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: *
------------------------------
Name: Orrin H. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: John R. Ingram
Title: Co-Trustee
By: *
------------------------------
Name: David B. Ingram
Title: Co-Trustee
By: *
------------------------------
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: *
------------------------------
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,
as Co-Trustee
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK, ATLANTA, as
Co-Trustee
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: *
------------------------------
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: *
------------------------------
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, as
Co-Trustee
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK, ATLANTA, as
Co-Trustee
By: Thomas A. Shanks, Jr.
------------------------------
Name: Roy E. Claverie
Title: First Vice President
THE JOHN AND STEPHANIE INGRAM FAMILY
1996 GENERATION SKIPPING TRUST
By: WILLIAM S. JONES, as Trustee
By: *
------------------------------
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: *
------------------------------
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: *
------------------------------
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, as
Co-Trustee
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK ATLANTA,
as Trustee
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
DAVID AND SARAH INGRAM FAMILY 1996
GENERATION SKIPPING TRUST
By: THOMAS H. LUNN, as Trustee
By: *
------------------------------
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: *
------------------------------
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: *
------------------------------
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, as
Co-Trustees
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK, ATLANTA, as
Co-Trustee
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
SUNTRUST BANK, ATLANTA
By: /s/ Thomas A. Shanks, Jr.
------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
* Pursuant to the Power of Attorney
filed herewith with the Commission.
/s/ Lily Yan Arevalo Attorney-in-Fact
- --------------------------------
Lily Yan Arevalo
Exhibit Index
-------------
Exhibit Page
- ------------------ ----
1. Names of Reporting Persons 60
2. Power of Attorney 63
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
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby
constitute and appoint each of Lily Yan Arevalo and James E. Anderson, Jr.,
signing singly, the undersigned's true and lawful attorneys-in-fact to:
1. execute for and on behalf of the undersigned, in the
undersigned's capacity as a beneficial owner of stock of
Ingram Micro Inc. (the "Company"), any Schedule 13G or
Schedule 13D, or any amendment thereto (collectively, the
"Schedules"), in accordance with the Securities Exchange Act
of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Schedules and timely file such Schedules with
the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any
rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with the Securities Exchange Act of
1934.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Schedules with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
By execution of this Power of Attorney, the undersigned hereby
revoke any previous Power of Attorney executed in favor of any other entity or
entities, person or persons for the purposes described herein.
IN WITNESS WHEREOF, the undersigned have each caused this Power
of Attorney to be executed as of the 12th day of February, 1998.
SIGNATURE
Date: February 12, 1998
/s/ Martha R. Ingram
--------------------------------------
Martha R. Ingram
/s/ Orrin H. Ingram
--------------------------------------
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:
--------------------------------------
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:
--------------------------------------
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 HORTENSE B.
INGRAM DATED DECEMBER 22, 1975
By: SUNTRUST BANK, ATLANTA, Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE ORRIN H. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA,
as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK, ATLANTA, as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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:
--------------------------------------
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:
--------------------------------------
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:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE JOHN R. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA, as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK, ATLANTA, as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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:
--------------------------------------
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:
--------------------------------------
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:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE DAVID B. INGRAM IRREVOCABLE TRUST
DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA, as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK, ATLANTA, as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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:
--------------------------------------
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:
--------------------------------------
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:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
THE ROBIN INGRAM PATTON IRREVOCABLE
TRUST DATED JULY 9, 1992
By: SUNTRUST BANK, ATLANTA, as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
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: SUNTRUST BANK, ATLANTA, as Co-Trustee
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
SUNTRUST BANK, ATLANTA
By:
--------------------------------------
Name: Thomas A. Shanks, Jr.
Title: First Vice President
