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. 4)
Ingram Micro Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
457153 10 4
- --------------------------------------------------------------------------------
(CUSIP Number)
Page 1 of 71 Pages
Exhibit Index on Page 64
CUSIP NO. 457153 10 4 13G Page 2 of 71
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 2,150,818
Person With
6. SHARED VOTING POWER
66,514,137
7. SOLE DISPOSITIVE POWER
2,150,818
8. SHARED DISPOSITIVE POWER
66,514,137
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,664,955
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
47.6%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 3 of 71
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 3,181,213
Person With
6. SHARED VOTING POWER
51,071,290
7. SOLE DISPOSITIVE POWER
3,181,213
8. SHARED DISPOSITIVE POWER
51,071,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,252,503
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
41.8%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 4 of 71
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 1,925,196
Person With
6. SHARED VOTING POWER
62,564,290
7. SOLE DISPOSITIVE POWER
1,925,196
8. SHARED DISPOSITIVE POWER
62,564,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,489,486
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
46.0%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 5 of 71
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 2,500,921
Person With
6. SHARED VOTING POWER
51,071,290
7. SOLE DISPOSITIVE POWER
2,500,921
8. SHARED DISPOSITIVE POWER
51,071,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,572,211
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
41.5%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 6 of 71
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 322,077
Person With
6. SHARED VOTING POWER
50,964,836
7. SOLE DISPOSITIVE POWER
322,077
8. SHARED DISPOSITIVE POWER
50,964,836
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,286,913
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
40.4%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 7 of 71
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)
39.3%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 8 of 71
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)
1.1%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 9 of 71
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 106,454
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
106,454
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,454
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 10 4 13G Page 10 of 71
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 1,865,577
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,865,577
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,865,577
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 10 4 13G Page 11 of 71
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 11,493,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
11,493,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,493,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
15.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 12 of 71
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 -0-
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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 10 4 13G Page 13 of 71
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 -0-
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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 10 4 13G Page 14 of 71
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 10 4 13G Page 15 of 71
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 10 4 13G Page 16 of 71
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 10 4 13G Page 17 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Orrin H. Ingram Annuity Trust 1999
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 -0-
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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 10 4 13G Page 18 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Orrin and Sara Ingram Family 1997 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 35,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
35,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,000
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 10 4 13G Page 19 of 71
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 10 4 13G Page 20 of 71
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)
1.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 21 of 71
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 10 4 13G Page 22 of 71
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 10 4 13G Page 23 of 71
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 10 4 13G Page 24 of 71
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 10 4 13G Page 25 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The John Rivers Ingram Annuity Trust 1999
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 -0-
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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 10 4 13G Page 26 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The John Rivers Ingram Annuity Trust 2000
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 900,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
900,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
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 10 4 13G Page 27 of 71
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)
0.9%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 28 of 71
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)
2.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 29 of 71
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 10 4 13G Page 30 of 71
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 10 4 13G Page 31 of 71
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 10 4 13G Page 32 of 71
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 10 4 13G Page 33 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust 1999
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 -0-
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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 10 4 13G Page 34 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust No. 2 1999
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 -0-
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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 10 4 13G Page 35 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust No. 3 1999
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 244,408
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
244,408
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
244,408
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 36 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust 2000
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 500,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
500,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 37 of 71
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 426,365
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
426,365
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
426,365
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.6%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 38 of 71
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 1,352,729
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,352,729
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,352,729
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 39 of 71
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 10 4 13G Page 40 of 71
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 10 4 13G Page 41 of 71
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 10 4 13G Page 42 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Wilson Rivers Patton/Minor's Trust Established by Richard Patton
Under Agreement of Trust Dated December 27, 1994
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 2,608
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
2,608
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,608
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 10 4 13G Page 43 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Reid Ingram Patton/Minor's Trust Established by Robin Ingram Patton
Under Agreement of Trust Dated December 19, 1997
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 2,608
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
2,608
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,608
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 10 4 13G Page 44 of 71
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Crawford Bronson Patton/Minor's Trust Established by Robin
Ingram Patton Under Agreement Dated December 19, 1997
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 2,608
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
2,608
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,608
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 10 4 13G Page 45 of 71
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 378,168
Person With
6. SHARED VOTING POWER
6,950,741
7. SOLE DISPOSITIVE POWER
378,168
8. SHARED DISPOSITIVE POWER
6,950,741
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,328,909
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8%
12. TYPE OF REPORTING PERSON
BK
CUSIP NO. 457153 10 4 13G Page 46 of 71
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")
Trust for Orrin Henry Ingram, II, Under Agreement with
Hortense B. Ingram Dated December 22, 1975 ("OHI '75
Trust")
CUSIP NO. 457153 10 4 13G Page 47 of 71
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")
The Orrin H. Ingram Annuity Trust 1999 ("OHI '99 Trust")
The Orrin and Sara Ingram Family 1997 Generation Skipping
Trust ("OSI Family '97 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")
The John Rivers Ingram Annuity Trust 1999
("JRI '99 Trust")
The John Rivers Ingram Annuity Trust 2000
("JRI '00 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")
CUSIP NO. 457153 10 4 13G Page 48 of 71
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")
The David Bronson Ingram Annuity Trust 1999 ("DBI '99
Trust")
The David Bronson Ingram Annuity Trust No.2 1999("DBI No.
2 '99 Trust")
The David Bronson Ingram Annuity Trust No. 3 1999 ("DBI
No. 3 '99 Trust")
The David Bronson Ingram Annuity Trust 2000 ("DBI '00
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 ")
Wilson Rivers Patton/Minor's Trust ("WRP Trust")
Reid Ingram Patton/Minor's Trust ("RIP Trust")
CUSIP NO. 457153 10 4 13G Page 49 of 71
Crawford Bronson Patton/Minor's Trust ("CBP 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 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.
CUSIP NO. 457153 10 4 13G Page 50 of 71
The address of 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, RBI '75 Trust, WRP Trust, RIP Trust
and CBP 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, OHI
'99 Trust, OSI Family '97 Trust, JRI '92 Trust, JRI '82
Trust, JRI '99 Trust, JRI '00 Trust, JRI Family 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.
The address of DBI Family Trust, DBI '99 Trust, DBI No. 2
'99 Trust, DBI No. 3 '99 Trust and DBI '00 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
CUSIP NO. 457153 10 4 13G Page 51 of 71
Item 2(e). CUSIP Number:
457153 10 4
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 have entered into or agreed to be
bound by a Board Representation Agreement (as Amended, the
"Agreement") dated as of November 6, 1996. Except as described in
footnote (14) 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, 2000, there were outstanding
75,772,522 shares of Class A Common Stock and 70,409,806 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.
CUSIP NO. 457153 10 4 13G Page 52 of 71
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, 2000 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
12/31/00(1)(2) 12/31/00(2) 12/31/00(3)
- -------------------------------------------------------------------------
Martha R. Ingram 68,664,955(4)(5) 47.6% 47.0%
Orrin H. Ingram, II 54,252,503(5)(6) 41.8% 37.1%
John R. Ingram 64,489,486(5)(7) 46.0% 44.1%
David B. Ingram 53,572,211(8) 41.5% 36.6%
Robin B. Ingram 51,286,913(5)(9) 40.4% 35.1%
Patton
QTIP Trust 49,099,259 39.3% 33.6%
Charitable 814,817 1.1% 0.6%
Remainder
Foundation 106,454(10) 0.1% 0.1%
Charitable Lead 1,865,577 2.4% 1.3%
Charitable Fund 11,493,000(11) 15.2% 7.9%
OHI '67 Trust 0 0.0% 0.0%
OHI '68 Trust 0 0.0% 0.0%
CUSIP NO. 457153 10 4 13G Page 53 of 71
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/00(1)(2) 12/31/00(2) 12/31/00(3)
- -------------------------------------------------------------------------
OHI '75 Trust 75,916 0.1% 0.1%
OHI '92 Trust 71,007 0.1% 0.0%
OHI '82 Trust 6,892 0.0% 0.0%
OHI '99 Trust 0 0.0% 0.0%
OSI Family '97 Trust 35,000 0.0% 0.0%
JRI '67 Trust 347,387(12) 0.5% 0.2%
JRI '68 Trust 926,365(13) 1.2% 0.6%
JRI '75 Trust 75,916 0.1% 0.1%
JRI '92 Trust 71,007 0.1% 0.0%
JRI '82 Trust 6,892 0.0% 0.0%
JRI Family Trust 31,497 0.0% 0.0%
JRI '99 Trust 0 0.0% 0.0%
JRI '00 Trust 900,000 1.2% 0.6%
DBI '67 Trust 652,313 0.9% 0.4%
DBI '68 Trust 1,739,921 2.2% 1.2%
DBI '75 Trust 142,586 0.2% 0.1%
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%
DBI '99 Trust 0 0.0% 0.0%
DBI No. 2 '99 0 0.0% 0.0%
Trust
DBI No. 3 '99 Trust 244,408 0.3% 0.2%
CUSIP NO. 457153 10 4 13G Page 54 of 71
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/00(1)(2) 12/31/00(2) 12/31/00(3)
- -------------------------------------------------------------------------
DBI '00 Trust 500,000 0.7% 0.3%
RBI '67 Trust 926,365 1.2% 0.6%
RBI '68 Trust 1,852,729 2.4% 1.3%
RBI '75 Trust 75,926 0.1% 0.1%
RBI '92 Trust 71,007 0.1% 0.0%
RBI '82 Trust 6,892 0.0% 0.0%
WRP Trust 2,608 0.0% 0.0%
RIP Trust 2,608 0.0% 0.0%
CBP Trust 2,608 0.0% 0.0%
SunTrust 7,328,909(14) 8.8% 5.0%
(1) Each person has sole voting and dispositive power with respect to the
shares shown as beneficially owned, except as indicated below.
(2) Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as used in this table, "beneficial ownership" means the sole or
shared power to vote or direct the voting or to dispose or direct the
disposition of any security. A person is deemed as of any date to have
"beneficial ownership" of any security that such person has a right to
acquire within 60 days after such date. For purposes of calculating the
ownership percentage of any person named above, any securities that any
person other than such person has the right to acquire within 60 days of
such date are not deemed to be outstanding.
(3) "Common Equity" means the Class A Common Stock and the Class B Common
Stock. Each share of Class B Common Stock is convertible at any time at
the option of the holder into one share of Class A Common Stock.
(4) Includes 1,316,002 shares of Class B Common Stock and options exercisable
for 19,999 shares of Class A Common Stock 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
CUSIP NO. 457153 10 4 13G Page 55 of 71
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 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 3,124,423 shares of Class B Common Stock, 22,022 shares of Class
A Common Stock and options exercisable for 34,768 shares of Class A Common
Stock held by Orrin H. Ingram, II. Also includes the shares held by QTIP
Trust, Foundation, Charitable Lead and OHI '99 Trust, with respect to
which Orrin H. Ingram, II acts as a trustee and shares voting and
dispositive power.
(7) Includes 963,439 shares of Class B Common Stock and options exercisable
for 61,757 shares of Class A Common Stock held by John R. Ingram. Also
includes the shares held by QTIP Trust, Foundation, Charitable Lead,
Charitable Fund, JRI '99 Trust and JRI '00 Trust, with respect to which
John R. Ingram acts as a trustee and shares voting and dispositive power.
(8) Includes 1,661,513 shares of Class B Common Stock and 95,000 shares of
Class A Common Stock. Also includes the shares held by QTIP Trust,
Foundation, Charitable Lead, DBI '99 Trust, DBI No. 2 '99 Trust, DBI No. 3
'99 Trust and DBI '00 Trust, with respect to which David B. Ingram acts as
a trustee and shares voting and dispositive power. Excludes 2,089 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 133,682 shares of Class B Common Stock and 188,395 shares of
Class A 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.
CUSIP NO. 457153 10 4 13G Page 56 of 71
(10) Represents shares of Class A Common Stock.
(11) Represents shares of Class A Common Stock.
(12) Includes 500,000 shares of Class A Common Stock.
(13) Includes 500,000 shares of Class A Common Stock.
(14) Includes the shares held by OHI '67 Trust, OHI '68 Trust, OHI '75 Trust,
OHI '82 Trust, OHI '92 Trust, OSI Family '97 Trust, JRI '67 Trust, JRI '68
Trust, JRI '75 Trust, JRI Family Trust, JRI '82 Trust, JRI '92 Trust, DBI
'67 Trust, DBI '68 Trust, DBI '75 Trust, DBI '82 Trust, DBI '92 Trust, DBI
Family Trust, RBI '67 Trust, RBI '68 Trust, RBI '75 Trust, RBI '82 Trust
and RBI '92 Trust, WRP Trust, RIP Trust and CBP Trust, with respect to
which SunTrust, Atlanta acts as a trustee and shares voting and
dispositive power.
All shares described below are not subject to the Agreement:
Excludes 29,700 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 shared voting and
dispositive power with respect to 1,000 of these shares. SunTrust Banks,
Inc. and its affiliates held an additional 28,700 shares of Class A Common
Stock, which are also excluded 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 held.
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
CUSIP NO. 457153 10 4 13G Page 57 of 71
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1
CUSIP NO. 457153 10 4 13G Page 58 of 71
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
N/A
-------------------------
CUSIP NO. 457153 10 4 13G Page 59 of 71
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Date: February 14, 2001
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 Patton as
co-trustees for the MARTHA AND BRONSON INGRAM
FOUNDATION
CUSIP NO. 457153 10 4 13G Page 60 of 71
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 John R. 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
CUSIP NO. 457153 10 4 13G Page 61 of 71
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
Orrin H. Ingram, as Trusteee for the ORRIN H.
INGRAM ANNUITY TRUST 1999
ORRIN AND SARA INGRAM FAMILY 1997
GENERATION SKIPPING TRUST
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
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
John R. Ingram, as Trustee for THE JOHN RIVERS
INGRAM ANNUITY TRUST 1999
John R. Ingram, as Trustee for THE JOHN RIVERS
INGRAM ANNUITY TRUST 2000
CUSIP NO. 457153 10 4 13G Page 62 of 71
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
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
David B. Ingram as trustee for THE DAVID BRONSON
INGRAM ANNUITY TRUST 1999
David B. Ingram as trustee for THE DAVID BRONSON
INGRAM ANNUITY TRUST NO. 2 1999
David B. Ingram as trustee for THE DAVID BRONSON
INGRAM ANNUITY TRUST NO. 3 1999
David B. Ingram as trustee for THE DAVID BRONSON
INGRAM ANNUITY TRUST 2000
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
CUSIP NO. 457153 10 4 13G Page 63 of 71
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 as trustee for the WILSON
RIVERS PATTON/MINOR'S TRUST ESTABLISHED BY
RICHARD C. PATTON UNDER AGREEMENT OF TRUST DATED
DECEMBER 27, 1994
SunTrust Bank, Atlanta as trustee for the REID
INGRAM PATTON/MINOR'S TRUST ESTABLISHED BY ROBIN
INGRAM PATTON UNDER AGREEMENT DATED DECEMBER 19,
1997
SunTrust Bank, Atlanta as trustee for the
CRAWFORD BRONSON PATTON/MINOR'S TRUST ESTABLISHED
BY ROBIN INGRAM PATTON UNDER AGREEMENT DATED
DECEMBER 19, 1997
SUNTRUST BANK, ATLANTA
/s/Lily Yan Arevalo
-------------------------------------
Name: Lily Yan Arevalo
Title: Attorney-in-Fact
CUSIP NO. 457153 10 4 13G Page 64 of 71
Exhibit Index
Exhibit Page
- ------------- ------
1. Names of Reporting Persons 65
2. Power of Attorney for The John Rivers 68
Ingram Annuity Trust 2000
3. Power of Attorney for The David Bronson 70
Ingram Annuity Trust 2000
4. Powers of Attorney for all other filers
(incorporated by reference to Exhibit 2
to Schedule 13G Amendment Nos. 1 and 2
filed on February 17, 1998 and February
9, 1999, and Exhibits 2, 3, 4 and 5 to
Schedule 13G Amendment No. 3 filed on
February 14, 2000)
CUSIP NO. 457153 10 4 13G Page 65 of 71
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. The Orrin H. Ingram Annuity Trust 1999
17. The Orrin and Sara Ingram Family 1997 Generation Skipping Trust
18. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram
Dated October 27, 1967
19. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated
June 14, 1968
CUSIP NO. 457153 10 4 13G Page 66 of 71
20. Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram
Dated December 22, 1975
21. The John R. Ingram Irrevocable Trust Dated July 9, 1992
22. Trust for the Benefit of John R. Ingram Established by Martha R. Rivers
Under Agreement of Trust Originally Dated April 30, 1982, as Amended
23. The John and Stephanie Ingram Family 1996 Generation Skipping Trust
24. The John Rivers Ingram Annuity Trust 1999
25. The John Rivers Ingram Annuity Trust 2000
26. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated
October 27, 1967
27. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated
June 14, 1968
28. Trust for David B. Ingram, Under Agreement with Hortense B. Ingram Dated
December 22, 1975
29. The David B. Ingram Irrevocable Trust Dated July 9, 1992
30. Trust for the Benefit of David B. Ingram Established by Martha R. Rivers
Under Agreement of Trust Originally Dated April 30, 1982, as Amended.
31. David and Sarah Ingram Family 1996 Generation Skipping Trust
32. The David Bronson Ingram Annuity Trust 1999
33. The David Bronson Ingram Annuity Trust No. 2 1999
34. The David Bronson Ingram Annuity Trust No. 3 1999
35. The David Bronson Ingram Annuity Trust 2000
36. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram
Dated October 27, 1967
37. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram
Dated June 14, 1968
CUSIP NO. 457153 10 4 13G Page 67 of 71
38. Trust for Robin Bigelow Ingram, Under Agreement with Hortense B. Ingram
Dated December 22, 1975
39. The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992
40. Trust for the Benefit of Robin B. Ingram Established by Martha R. Rivers
Under Agreement of Trust Originally Dated April 30, 1982, as Amended
41. Wilson Rivers Patton/Minor's Trust Established by Richard C. Patton Under
Agreement of Trust Dated December 27, 1994
42. Reid Ingram Patton/Minor's Trust Established by Robin Ingram Patton Under
Agreement Dated December 19, 1997
43. Crawford Bronson Patton/Minor's Trust Established by Robin Ingram Patton
Under Agreement Dated December 19, 1997
44. SunTrust Bank, Atlanta
CUSIP NO. 457153 10 4 13G Page 68 of 71
Exhibit 2
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes
and appoints 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
CUSIP NO. 457153 10 4 13G Page 69 of 71
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 revokes
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 has caused this Power of Attorney to
be executed as of the 14th day of February, 2001.
SIGNATURE
THE JOHN RIVERS INGRAM ANNUITY
TRUST 2000
By: John R. Ingram as Trustee
By: /s/ John R. Ingram
------------------------------
John R. Ingram
Trustee
CUSIP NO. 457153 10 4 13G Page 70 of 71
Exhibit 3
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes
and appoints 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 such
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
CUSIP NO. 457153 10 4 13G Page 71 of 71
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 revokes
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 has caused this Power of Attorney to
be executed as of the 14th day of February, 2001.
SIGNATURE
THE DAVID BRONSON INGRAM
ANNUITY TRUST 2000
By: David B. Ingram as
Trustee
By: /s/ David B. Ingram
------------------------------
David B. Ingram
Trustee
