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. 2)
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 54 Pages
Exhibit Index on Page 50
CUSIP NO. 457153 13G Page 2 of 54 Pages
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 2,130,819
Person With
6. SHARED VOTING POWER
75,455,015
7. SOLE DISPOSITIVE POWER
2,130,819
8. SHARED DISPOSITIVE POWER
75,455,015
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,585,834
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
53.8%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G Page 3 of 54 Pages
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 1,908,275
Person With
6. SHARED VOTING POWER
69,286,290
7. SOLE DISPOSITIVE POWER
1,908,275
8. SHARED DISPOSITIVE POWER
69,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,194,565
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
51.7%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G Page 4 of 54 Pages
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 1,884,440
Person With
6. SHARED VOTING POWER
51,286,290
7. SOLE DISPOSITIVE POWER
1,884,440
8. SHARED DISPOSITIVE POWER
51,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,170,730
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.4%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G Page 5 of 54 Pages
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 3,501,024
Person With
6. SHARED VOTING POWER
51,286,290
7. SOLE DISPOSITIVE POWER
3,501,024
8. SHARED DISPOSITIVE POWER
51,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,787,314
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
45.2%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G Page 6 of 54 Pages
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
51,034,001
7. SOLE DISPOSITIVE POWER
380,328
8. SHARED DISPOSITIVE POWER
51,034,001
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,414,329
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.6%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 13G Page 7 of 54 Pages
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 49,099,259
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
49,099,259
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,099,259
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.5%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 8 of 54 Pages
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)
1.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 9 of 54 Pages
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 252,289
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
252,289
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,289
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 Page 10 of 54 Pages
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 1,934,742
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,934,742
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,742
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
CUSIP NO. 457153 13G Page 11 of 54 Pages
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Ingram Charitable Fund, Inc.
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 18,000,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
18,000,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.3%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 12 of 54 Pages
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)
0.5%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 13 of 54 Pages
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)
1.4%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 14 of 54 Pages
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 15 of 54 Pages
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 16 of 54 Pages
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 Page 17 of 54 Pages
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)
0.5%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 18 of 54 Pages
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)
1.4%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 19 of 54 Pages
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 20 of 54 Pages
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 21 of 54 Pages
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 Page 22 of 54 Pages
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)
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 23 of 54 Pages
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 652,313
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
652,313
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,313
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 24 of 54 Pages
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 1,739,921
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,739,921
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,739,921
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 Page 25 of 54 Pages
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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 26 of 54 Pages
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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 27 of 54 Pages
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 Page 28 of 54 Pages
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 29 of 54 Pages
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)
1.4%
12. TYPE OF REPORTING PERSON
OO
NO. 457153 13G Page 30 of 54 Pages
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)
2.7%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 31 of 54 Pages
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 32 of 54 Pages
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 13G Page 33 of 54 Pages
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 Page 34 of 54 Pages
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 535,606
Person With
6. SHARED VOTING POWER
8,084,009
7. SOLE DISPOSITIVE POWER
535,606
8. SHARED DISPOSITIVE POWER
8,084,009
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,619,615
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.5%
12. TYPE OF REPORTING PERSON
BK
CUSIP NO. 457153 13G Page 35 of 54 Pages
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
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")
Ingram Charitable Fund, Inc. ("Charitable Fund")
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")
CUSIP NO. 457153 13G Page 36 of 54 Pages
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")
CUSIP NO. 457153 13G Page 37 of 54 Pages
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.
CUSIP NO. 457153 13G Page 38 of 54 Pages
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 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 the Charitable Fund 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, RBI '82
Trust and JRI Family Trust is c/o William S. Jones, Ingram
Industries Inc., 4400 Harding Road, Nashville, TN 37205
CUSIP NO. 457153 13G Page 39 of 54 Pages
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 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
CUSIP NO. 457153 13G Page 40 of 54 Pages
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, 1998, there
were outstanding 66,520,715 shares of Class A Common Stock and
75,454,672 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, 1998 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
12/31/98(1)(2) 12/31/98(2) 12/31/98(3)
- --------------------------------------------------------------------------------
Martha R. Ingram 77,585,834(4)(5) 53.8% 54.6%
- --------------------------------------------------------------------------------
Orrin H. Ingram, 71,194,565(5)(6) 51.7% 50.1%
II
- --------------------------------------------------------------------------------
John R. Ingram 53,170,730(5)(7) 44.4% 37.4%
- --------------------------------------------------------------------------------
David B. Ingram 54,787,314(5)(8) 42.5% 38.6%
- --------------------------------------------------------------------------------
CUSIP NO. 457153 13G Page 41 of 54 Pages
===============================================================================
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/98(1)(2) 12/31/98(2) 12/31/98(3)
- --------------------------------------------------------------------------------
Robin B. Ingram 51,414,329(5)(9) 43.6% 36.2%
Patton
- --------------------------------------------------------------------------------
QTIP Trust 49,099,259 42.5% 34.6%
- --------------------------------------------------------------------------------
Charitable 814,817 1.2% 0.6%
Remainder
- --------------------------------------------------------------------------------
Foundation 252,289 0.4% 0.2%
- --------------------------------------------------------------------------------
Charitable Lead 1,934,742 2.8% 1.4%
- --------------------------------------------------------------------------------
Charitable Fund 18,000,000 21.3% 12.7%
- --------------------------------------------------------------------------------
OHI '67 Trust 345,868 0.5% 0.2%
- --------------------------------------------------------------------------------
OHI '68 Trust 942,175 1.4% 0.7%
- --------------------------------------------------------------------------------
OHI '75 Trust 75,916 0.1% 0.1%
- --------------------------------------------------------------------------------
OHI '92 Trust 71,007 0.1% 0.1%
- --------------------------------------------------------------------------------
OHI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
JRI '67 Trust 347,387 0.5% 0.2%
- --------------------------------------------------------------------------------
JRI '68 Trust 926,365 1.4% 0.7%
- --------------------------------------------------------------------------------
JRI '75 Trust 75,916 0.1% 0.1%
- --------------------------------------------------------------------------------
JRI '92 Trust 71,007 0.1% 0.1%
- --------------------------------------------------------------------------------
JRI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
JRI Family Trust 31,497 0.0% 0.0%
- --------------------------------------------------------------------------------
DBI '67 Trust 652,313 1.0% 0.5%
- --------------------------------------------------------------------------------
DBI '68 Trust 1,739,921 2.5% 1.2%
- --------------------------------------------------------------------------------
DBI '75 Trust 142,586 0.2% 0.1%
- --------------------------------------------------------------------------------
CUSIP NO. 457153 13G Page 42 of 54 Pages
===============================================================================
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/98(1)(2) 12/31/98(2) 12/31/98(3)
- --------------------------------------------------------------------------------
DBI '92 Trust 133,365 0.2% 0.1%
- --------------------------------------------------------------------------------
DBI '82 Trust 12,945 0.0% 0.0%
- --------------------------------------------------------------------------------
DBI Family Trust 59,157 0.1% 0.0%
- --------------------------------------------------------------------------------
RBI '67 Trust 926,365 1.4% 0.7%
- --------------------------------------------------------------------------------
RBI '68 Trust 1,852,729 2.7% 1.3%
- --------------------------------------------------------------------------------
RBI '75 Trust 75,926 0.1% 0.1%
- --------------------------------------------------------------------------------
RBI '92 Trust 71,007 0.1% 0.1%
- --------------------------------------------------------------------------------
RBI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
SunTrust 8,619,615 (10) 11.5% 6.1%
================================================================================
(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.
CUSIP NO. 457153 13G Page 43 of 54 Pages
(4) Includes 1,316,002 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, Charitable Fund, 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 and Robin B.
Ingram Patton 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, 22,022 shares of
Class A Common Stock and options exercisable for 14,873 shares of
Class A Common Stock held by Orrin H. Ingram, II. Also includes the
shares held by QTIP Trust, Foundation, Charitable Lead and Charitable
Fund, 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 and options
exercisable for 21,002 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 3,482,713 shares of Class B Common Stock and options
exercisable for 18,311 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
CUSIP NO. 457153 13G Page 44 of 54 Pages
Charitable Lead, with respect to which Robin B. Ingram Patton acts as
a trustee and shares voting and dispositive power.
(10) Includes the shares held by OHI '67 Trust, OHI '68 Trust, OHI '75
Trust, OHI '82 Trust, OHI '92 Trust, JRI '67 Trust, JRI '68 Trust, JRI
'75 Trust, JRI '82 Trust, JRI '92 Trust, DBI '67 Trust, DBI '68 Trust,
DBI '75 Trust, DBI '82 Trust, DBI '92 Trust, RBI '67 Trust, RBI '68
Trust, RBI '75 Trust, RBI '82 Trust and RBI '92 Trust, with respect to
which SunTrust, Atlanta acts as a trustee and shares voting and
dispositive power. Also includes 45,487 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 had sole voting and dispositive power with respect to 40,987
of these shares, and shared voting and dispositive power with respect
to 4,500 of these shares. SunTrust Banks, Inc. and its affiliates held
an additional 9,849 shares of Class A Common Stock, which are not
reported in the table above, in non-discretionary accounts. SunTrust
Banks, Inc. and each of its affiliates disclaim any beneficial interest
in all shares of Common Equity it holds. After the close of business on
December 31, 1998, SunTrust Banks, Inc. entered into a business
combination with Crestar Financial Corporation. As of December 31,
1998, Crestar Financial Corporation and its affiliates held 49,400
shares of Class A Common Stock in non-discretionary accounts.
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
CUSIP NO. 457153 13G Page 45 of 54 Pages
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
N/A
----------
CUSIP NO. 457153 13G Page 46 of 54 Pages
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 9, 1999
LILY YAN AREVALO
For each of:
Martha R. Ingram
Orrin H. Ingram, II
John R. Ingram
David B. Ingram
Robin B. Ingram Patton
Martha R. Ingram, Orrin H. Ingram, II,
John R. Ingram, David B. Ingram and
Robin B. Ingram Patton as
co-trustees for the QTIP MARITAL
TRUST CREATED UNDER THE E. BRONSON
INGRAM REVOCABLE TRUST AGREEMENT
DATED JANUARY 4, 1995
Martha R. Ingram as trustee for the
E. BRONSON INGRAM 1995 CHARITABLE
REMAINDER 5% UNITRUST
Orrin H. Ingram, John R. Ingram,
David B. Ingram and Robin B. Ingram
CUSIP NO. 457153 13G Page 47 of 54 Pages
co-trustees for the MARTHA AND BRONSON
INGRAM FOUNDATION
Orrin H. Ingram, John R. Ingram,
David B. Ingram and Robin B. Ingram
Patton as co-trustees for the E.
BRONSON INGRAM 1994 CHARITABLE LEAD
ANNUITY TRUST
Martha R. Ingram and Orrin H. Ingram
as co-trustees for the INGRAM
CHARITABLE FUND, INC.
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR ORRIN HENRY INGRAM, II, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR ORRIN HENRY INGRAM, II, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968
SunTrust Bank, Atlanta as trustee
for the TRUST FOR ORRIN HENRY
INGRAM, II, UNDER AGREEMENT WITH
HORTENSE B. INGRAM DATED DECEMBER
22, 1975
SunTrust Bank, Atlanta as trustee
for THE ORRIN H. INGRAM IRREVOCABLE
TRUST DATED JULY 9, 1992
SunTrust Bank, Atlanta as trustee
for the TRUST FOR THE BENEFIT OF
ORRIN H. INGRAM ESTABLISHED BY
MARTHA R. RIVERS UNDER AGREEMENT OF
TRUST ORIGINALLY DATED APRIL 30,
1982, AS AMENDED
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR JOHN RIVERS INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968
CUSIP NO. 457153 13G Page 48 of 54 Pages
SunTrust Bank, Atlanta as trustee
for the TRUST FOR JOHN RIVERS
INGRAM, UNDER AGREEMENT WITH
HORTENSE B. INGRAM DATED DECEMBER
22, 1975
SunTrust Bank, Atlanta as co-trustee
for THE JOHN R. INGRAM IRREVOCABLE
TRUST DATED JULY 9, 1992
SunTrust Bank, Atlanta as co-trustee
of the TRUST FOR THE BENEFIT OF JOHN
R. INGRAM ESTABLISHED BY MARTHA R.
RIVERS UNDER AGREEMENT OF TRUST
ORIGINALLY DATED APRIL 30, 1982,AS
AMENDED
William S. Jones, as trustee for THE
JOHN AND STEPHANIE INGRAM FAMILY
1996 GENERATION SKIPPING TRUST
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR DAVID B. INGRAM, UNDER AGREEMENT
WITH E. BRONSON INGRAM DATED OCTOBER
27, 1967
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR DAVID B. INGRAM, UNDER AGREEMENT
WITH E. BRONSON DATED JUNE 14, 1968
SunTrust Bank, Atlanta as trustee
for the TRUST FOR DAVID B. INGRAM,
UNDER AGREEMENT WITH HORTENSE B.
INGRAM DATED DECEMBER 22, 1975
SunTrust Bank, Atlanta as trustee
for THE DAVID B. INGRAM IRREVOCABLE
TRUST DATED JULY 9, 1992
CUSIP NO. 457153 13G Page 49 of 54 Pages
SunTrust Bank, Atlanta as co-trustee
for the TRUST FOR THE BENEFIT OF
DAVID B. INGRAM ESTABLISHED BY
MARTHA R. RIVERS UNDER AGREEMENT OF
TRUST ORIGINALLY DATED APRIL 30,
1982, AS AMENDED
Thomas H. Lunn, as trustee for the
DAVID AND SARAH INGRAM FAMILY 1996
GENERATION SKIPPING TRUST
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED OCTOBER 27, 1967
SunTrust Bank, Atlanta and Martha R.
Ingram as co-trustees for the TRUST
FOR ROBIN BIGELOW INGRAM, UNDER
AGREEMENT WITH E. BRONSON INGRAM
DATED JUNE 14, 1968
SunTrust Bank, Atlanta as trustee
for the TRUST FOR ROBIN BIGELOW
INGRAM, UNDER AGREEMENT WITH
HORTENSE B. INGRAM DATED DECEMBER
22, 1975
SunTrust Bank, Atlanta as co-trustee
for THE ROBIN INGRAM PATTON
IRREVOCABLE TRUST DATED JULY 9, 1992
SunTrust Bank, Atlanta as co-trustee
for the TRUST FOR THE BENEFIT OF
ROBIN B. INGRAM ESTABLISHED BY
MARTHA R. RIVERS UNDER AGREEMENT OF
TRUST ORIGINALLY DATED APRIL 30,
1982, AS AMENDED
SUNTRUST BANK, ATLANTA
/s/Lily Yan Arevalo/s/
----------------------
Name: Lily Yan Arevalo
Title: Attorney-in-Fact
CUSIP NO. 457153 13G Page 50 of 54 Pages
Exhibit Index
-------------
Exhibit Page
- ------- ----
1. Names of Reporting Persons 51
2. Power of Attorney for Ingram Charitable 53
Fund, Inc.
3. Power of Attorney for all other filers
(incorporated by reference to Exhibit 2
to Schedule 13G Amendment No. 1 filed
on February 17, 1998)
CUSIP NO. 457153 13G Page 51 of 54 Pages
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. QTIP Marital Trust Created Under the E. Bronson Ingram Revocable
Trust Agreement Dated January 4, 1995
7. E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust
8. Martha and Bronson Ingram Foundation
9. E. Bronson Ingram 1994 Charitable Lead Annuity Trust
10. Ingram Charitable Fund, Inc.
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
CUSIP NO. 457153 13G Page 52 of 54 Pages
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
CUSIP NO. 457153 13G Page 53 of 54 Pages
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.
CUSIP NO. 457153 13G Page 54 of 54 Pages
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 9th day of February, 1999.
SIGNATURE
INGRAM CHARITABLE FUND, INC.
By: Martha R. Ingram and
Orrin H. Ingram as Co-
Trustees
By: /s/Martha R. Ingram/s/
----------------------
Martha R. Ingram
Co-Trustee
By: /s/ Orrin H. Ingram /s/
-----------------------
Orrin H. Ingram
Co-Trustee
