EXHIBIT 1
COMPANY NOTICE
Date: May 11, 2001
From: Ingram Micro Inc. as issuer
To: Holders of Ingram Micro Inc. Zero Coupon Convertible Senior
Debentures due 2018
RE: Zero Coupon Convertible Senior Debentures due 2018
This Company Notice is being delivered to you by Bank One, NA, as Trustee for
the above mentioned securities, at the request of Ingram Micro Inc. We have
also enclosed, for your reference, a copy of a filing made by Ingram Micro Inc.
on Schedule TO with the Securities and Exchange Commission on May 11, 2001 in
connection with the mailing of this Company Notice. Please read the Schedule
TO.
Holders of the Securities have the option to have Ingram Micro Inc. purchase
these securities as of June 11, 2001 pursuant to paragraph 6 of the Securities.
With respect to the Securities to be purchased as of June 11, 2001, Ingram
Micro Inc. has elected to pay the Purchase Price in Cash.
In accordance with the terms of the Securities and the related Indenture, the
Purchase Price (the amount Ingram Micro Inc. will pay to holders of the
Securities if they elect to have Ingram Micro Inc. repurchase their Securities)
will be $405.89 per $1,000 principal amount at maturity of Securities to be
repurchased.
The Securities shall be purchased subsequent to delivery of a written Purchase
Notice (a form of which is attached) to the Paying Agent by June 8, 2001. The
Securities must be surrendered to the Paying Agent to collect payment. The name
and address of the Paying Agent are set forth below.
Any Holder delivering a Purchase Notice to the Paying Agent has the right at
any time prior to the close of business on Friday, June 8, 2001 to withdraw
such Purchase Notice by delivery of a written notice of withdrawal to the
Paying Agent.
As of the date hereof, the Conversion Rate in respect of the Securities is
5.495 shares of Ingram Micro Inc. Class A Common Stock per $1,000 principal
amount at maturity of Securities. Any holder desiring to convert Securities
into shares of Ingram Micro Inc. Class A Common Stock may only do so if no
Purchase Notice has been delivered with respect to such Securities, or if any
applicable Purchase Notice has been withdrawn.
The Purchase Price for any Securities as to which a Purchase Notice has been
given and not withdrawn will be paid promptly following the later of June 11,
2001 and the time of surrender of the Security.
Paying Agent: Bank One, NA
Corporate Trust
Attn: Leland Hansen
Suite IL1-0126
1 Bank One Plaza
Chicago, IL 60670
PURCHASE NOTICE
June 11, 2001
To: Ingram Micro Inc.
The undersigned registered holder of the Securities referred to below
hereby acknowledges receipt of a Company Notice relating to the repurchase of
Securities by Ingram Micro Inc. as of June 11, 2001 and requests and instructs
Ingram Micro Inc. (through the Paying Agent) to repurchase the Securities
referred to below as of that date, in accordance with the terms of the
Indenture referred to in the Securities.
Dated: _____________
_________________________________
(Exact Name of Holder)
_________________________________
_________________________________
Signature(s)
Certificate No(s). of Securities to be repurchased: ______________________
______________________
Total Principal Amount at Maturity of
Securities to be repurchased ($1,000 or
integral multiple thereof): $______________________
(Note: if less than all of the Securities represented by the certificates
listed above are to be repurchased, please indicate the principal amount at
maturity to be repurchased in respect of each certificate)
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
INGRAM MICRO INC.
(Issuer)
INGRAM MICRO INC.
(Name of Filing Person (Issuer))
Zero Coupon Convertible Senior Debentures due 2018
(Title of Class of Securities)
-----------------------
457153 AA 2 and 457153 AB 0
(CUSIP Number of Class of Securities)
James E. Anderson, Jr., Esq.
Senior Vice President, Secretary and General Counsel
Ingram Micro Inc.
1600 E. St. Andrew Place
Santa Ana, CA 92705
Telephone: (714) 566-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Winthrop B. Conrad, Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
CALCULATION OF FILING FEE
===============================================================================
Transaction Valuation* Amount of Filing Fee**
- -------------------------------------------------------------------------------
$225,370,016.61 $45,074
===============================================================================
* The transaction valuation upon which the filing fee was based was
calculated as follows: The purchase price of the Zero Coupon Convertible
Senior Debentures Due 2018, as described herein, is $405.89 per $1,000
principal amount at maturity outstanding. As of May 9, 2001 there was
$555,249,000 in aggregate principal amount at maturity outstanding,
resulting in an aggregate purchase price of $225,370,016.61.
** Calculated as 1/50 of 1% of the transaction value.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $142,973 Filing Party: Ingram Micro Inc.
Form or Registration No.: S-3 Registration Statement Date Filed: July 10, 1998
(File No. 333-58857)
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[ ] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer. [ ]
===============================================================================
Item 1. Summary Term Sheet
We are Ingram Micro Inc., a Delaware corporation, and we are offering to
purchase Zero Coupon Convertible Senior Debentures due 2018 issued by us on
June 9, 1998.
The debentures were issued by us pursuant to an Indenture dated as of June
9, 1998 between us and The First National Bank of Chicago, as trustee. Each
debenture is convertible at any time, at the option of the holder, into our
class A common stock, at a conversion rate of 5.495 shares of common stock per
$1,000 principal amount at maturity. This conversion rate is subject to
adjustment in certain events.
Pursuant to the indenture, each holder of the debentures may require us to
purchase its debentures as of June 11, 2001 at a purchase price of $405.89 per
$1,000 principal amount at maturity. We have the option to pay the purchase
price in cash or common stock, or any combination thereof, or in extension
debentures (as such term is defined in the Indenture).
We are notifying holders of the debentures twenty business days prior to
June 11, 2001 that, if any holders of debentures require us to purchase any
debentures, we will pay the purchase price in cash.
Item 2. Subject Company Information
(a) Name and Address. Ingram Micro Inc. (the "Company") is a Delaware
corporation. The address of the Company's principal executive offices is 1600
E. St. Andrew Place, Santa Ana, CA 92705. The telephone number of the Company
at these offices is (714) 566-1000.
(b) Securities. The securities subject to this Schedule TO and to the
transaction described in the response to paragraph (a) of Item 4 below are the
Company's Zero Coupon Convertible Senior Debentures due 2018 (the
"Debentures"). As of May 9, 2001, there was $555,249,000 principal amount at
maturity of Debentures outstanding.
(c) Trading Market and Price. The Debentures are quoted by Morgan Stanley
& Co. Incorporated through Bloomberg. The Debentures are traded on the open
market for corporate bonds. The following table sets forth, as reported by
Bloomberg, the high and low end-of-day bid/offer quotes of the Debentures for
each quarterly period during the previous two calendar years. In accordance
with market practice, the Debentures are quoted based on a price per $100
principal amount at maturity.
Debentures
Quarter Ended High Low
03/31/99 $34.75 $29.87
06/30/99 $34.00 $31.50
09/30/99 $35.00 $31.75
12/31/99 $32.63 $31.50
03/31/00 $35.00 $32.13
06/30/00 $37.13 $34.88
09/30/00 $37.63 $37.00
12/31/00 $39.00 $37.38
03/31/01 $39.75 $39.00
2nd Quarter 2001 (period $40.13 $39.50
through May 8, 2001)
-2-
Item 3. Identity and Background of Filing Person
This Schedule TO is being filed by the subject company (referred to herein
as the Company). For the name and address of the Company, see the response to
paragraph (a) of Item 2 above.
The name of each executive officer of the Company is listed in Part I,
Item 1 - Business, under the heading "Executive Officers And/Or Regional
Presidents of the Company" in the Company's Annual Report on Form 10-K for the
fiscal year ended December 30, 2000 filed with the Securities and Exchange
Commission on March 30, 2001 and is hereby incorporated herein by reference.
The address of each such executive officer is as follows: c/o Ingram Micro
Inc., 1600 E. St. Andrew Place, Santa Ana, CA 92705.
Two of the current directors of the Company are Don H. Davis, Jr. and
Philip M. Pfeffer. The name of each other director of the Company is listed
under the heading "Proposal 1" in the Company's Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 19, 2001 (the "Proxy
Statement") and is hereby incorporated herein by reference. The address of each
such director is as follows: c/o Ingram Micro Inc., 1600 E. St. Andrew Place,
Santa Ana, CA 92705.
The name and address of each person controlling the Company is listed in
the Schedule 13G/A filed by various members of the Ingram family and various
family trusts (the "Ingram Family Stockholders") with the Securities and
Exchange Commission on February 14, 2001 and is hereby incorporated herein by
reference.
Item 4. Terms of the Transaction
(a) Material Terms. This Schedule TO relates to the Company's Debentures
(see the response to paragraph (b) of Item 2 above). The Debentures are
convertible at any time, at the option of the holder of a Debenture, into the
Company's Class A Common Stock, par value $.01 per share (the "Common Stock")
at a conversion rate of 5.495 shares of Common Stock per $1,000 principal
amount at maturity. The conversion rate is subject to adjustment in certain
events.
Pursuant to the Indenture dated as of June 9, 1998 between the Company and
The First National Bank of Chicago, as Trustee (the "Indenture") under which
the Debentures were issued, each holder of the Debentures may require the
Company to purchase such holder's Debentures as of June 11, 2001 (the "Purchase
Date") at a purchase price of $405.89 per $1,000 principal amount at maturity.
The Company has the option to pay the purchase price in cash or Common Stock,
or any combination thereof, or in Extension Debentures (as such term is defined
in the Indenture).
The Company is notifying holders of the Debentures twenty business days
prior to the Purchase Date that, if any holders require the Company to purchase
any Debentures, the Company will pay the Purchase Price in cash.
(b) Purchases. To the best of the Company's knowledge, no officer,
director or affiliate of the Company is the holder of any Debentures.
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(e) Agreements Involving the Company's Securities. The Company has entered
into a Board Representation Agreement with the Ingram Family Stockholders.
Pursuant to the Board Representation Agreement, so long as the Ingram Family
Stockholders and their permitted transferees (as defined in the Board
Representation Agreement, which include the Ingram Charitable Fund, Inc.) own
in excess of 25,000,000 shares of the outstanding common stock of the Company,
proposed directors are required to possess the following qualifications: (1)
three individuals designated by the Ingram Family Stockholders, (2) one
individual designated by the chief executive officer of the Company, and (3)
four or five individuals who are not members of the Ingram family or executive
officers or employees of the Company. Directors designated by the Ingram Family
Stockholders may, but are not required to, include Mrs. Ingram, any of her
legal descendants, or any of their respective spouses.
-3-
Each of the parties to the Board Representation Agreement (other than the
Company) has agreed to vote its shares of common stock in favor of the proposed
nominees who fit within the qualifications set out in the agreement.
In addition to provisions relating to the designation of directors
described above, the Board Representation Agreement provides as follows:
o certain types of corporate transactions, including transactions
involving the potential sale or merger of the Company;
o the issuance of additional equity, warrants, or options; acquisitions
involving aggregate consideration in excess of 10% of the Company's
stockholders' equity;
o any guarantee of indebtedness of an entity other than a subsidiary of
the Company exceeding 5% of the Company's stockholders' equity;
o the incurrence of indebtedness in a transaction which could
reasonably be expected to reduce the Company's investment rating: (1)
lower than one grade below the rating in effect immediately following
the Company's initial public offering in November 1996, or (2) below
investment grade, may not be entered into without the written
approval of at least a majority of the voting power deemed to be held
(for purposes of the Board Representation Agreement) by the Ingram
Family Stockholders and their permitted transferees
The Board Representation Agreement will terminate on the date on which the
Ingram Family Stockholders and their permitted transferees collectively cease
to beneficially own at least 25,000,000 shares of the Company's common stock
(as such number may be equitably adjusted to reflect stock splits, stock
dividends, recapitalizations, and other transactions in the Company's capital
stock). The trustees, who in some cases are members of the Ingram family, are
authorized to make all decisions for the trusts or foundations, which are
parties to the agreement.
Item 6. Purposes of the Transaction and Plans or Proposals
The purpose of the transaction is described in the response to paragraph
(a) of Item 4 above. Any Debentures that are purchased by the Company will be
retired. Except as described below, there presently are no plans which relate
to or which would result in:
(1) any extraordinary transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(2) any purchase, sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(3) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company;
(4) any change in the present board of directors or management of the
Company, including, but not limited to, any plans or proposals to
change the number or the term of directors or to fill any existing
vacancies on the board or to change any material term of the
employment contract of any executive officer;
(5) any other material change in the Company's corporate structure or
business;
(6) any class of equity security of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted
in an automated quotation system operated by a national securities
association;
(7) any class of equity security of the Company becoming eligible for
termination of registration under Section 12(g)(4) of the Exchange
Act;
(8) the suspension of the Company's obligation to file reports under
Section 15(d) of the Exchange Act;
-4-
(9) the acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; or
(10) any changes in the Company's charter, bylaws or other governing
instruments or other actions that could impede the acquisition of
control of the Company.
Notwithstanding paragraph (4) above, the Company has nominated for
election to the board of directors of the Company at the next annual meeting of
shareowners of the Company to be held on June 1, 2001 (the "Annual Meeting")
certain persons who are not currently directors of the Company, as described in
the Proxy Statement. Notwithstanding paragraphs (4) and (10) above, the Company
has proposed for approval by its shareowners at the Annual Meeting certain
amendments to its Certificate of Incorporation to provide for (i) a classified
board of directors, (ii) a supermajority vote requirement to amend provisions
relating to such classified board of directors and (iii) an increase in the
number of authorized shares of Common Stock and preferred stock, each as
described in the Proxy Statement.
Item 7. Source and Amount of Funds or Other Consideration
(a) Source of Funds. Assuming all holders of Debentures require the
Company to purchase their Debentures, the total amount of funds to be used in
the transaction described in the response to paragraph (a) of Item 4 above is
approximately $225,370,000. The Company intends to acquire such funds by
drawing against its unsecured $500,000,000 European Credit Agreement dated as
of October 28, 1997, as amended as of September 25, 1998, among the Company,
and Ingram Micro European Coordination Center N.V., as Borrowers and
Guarantors, certain financial institutions, as the lenders, The Bank of Nova
Scotia, as the Administrative Agent for the Lenders, NationsBank, N.A.
(successor in interest by merger with NationsBank of Texas, N.A.), as the
Documentation Agent for the Lenders, as arranged by The Bank of Nova Scotia and
Nationsbanc Capital Markets, Inc., as the Arrangers (as amended, the "European
Credit Facility").
(b) Conditions. Borrowings under the European Credit Facility are subject
to the satisfaction of customary conditions, including the absence of any
material adverse change in the Company's business or financial condition. To
the extent the Company is unable to borrow under the European Credit Facility,
or for any other reason, the Company may borrow under its 5-year accounts
receivable securitization program, which provides for the issuance of up to
$700,000,000 in commercial paper.
(c) Expenses. Not applicable.
(d) Borrowed Funds. The parties to the European Credit Facility are as
described in the response to paragraph (a) of this Item 7. Borrowings under the
European Credit Facility are at EURO-LIBOR plus 0.215%, currently 5.10%. The
European Credit Facility is unsecured and matures on October 28, 2002. The
Company currently has no plans or arrangements to refinance, other than in the
normal course of business, any funds drawn from the European Credit Facility
that are to be used in the transaction.
Item 8. Interest in Securities of the Subject Company
(a) Securities Ownership. None.
(b) Securities Transactions. None.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used
(a) Solicitations and Recommendations. There are no persons directly or
indirectly employed, retained, or to be compensated to make solicitations or
recommendations in connection with the transaction described in the response to
Item 4 above. Bank One, NA, successor to The First National Bank of Chicago,
however, is the current trustee under the Indenture, and will be communicating
with and providing notices to holders of the Debentures as required by the
Indenture.
-5-
Item 10. Financial Statements
The Company does not believe that there is any additional information that
is material to a decision by a holder of a Debenture with respect to the
transaction described in the response to paragraph (a) of Item 4.
Item 11. Additional Information
The Company does not believe that there is any additional information that
is material to a decision by a holder of a Debenture with respect to the
transaction described in the response to paragraph (a) of Item 4.
Item 12. Materials to be Filed as Exhibits.
(1) Company Notice and Form of Purchase Notice
(2)* Indenture dated as of June 9, 1998 between the Company and The First
National Bank of Chicago, as Trustee (incorporated by reference to Exhibit
4.01 to the Company's Registration Statement on Form S-3 filed with the
SEC on July 10, 1998 (File No. 333-58857))
(3)* Final prospectus of the Company dated July 23, 1998 (incorporated by
reference to the prospectus filed with the SEC on July 23, 1998 (File No.
333-58857))
(4)* Company's Annual Report on Form 10-K for the fiscal year ended December
30, 2000 filed with the SEC on March 30, 2001
(5)* Company's Proxy Statement on Schedule 14A filed with the SEC on April 19,
2001
(6)* Schedule 13G/A filed by various members of the Ingram family and various
family trusts with the SEC on April 19, 2001
(7)* Board Representation Agreement dated as of November 6, 1996 among the
Company and each person listed on the signature pages thereof
(incorporated by reference to Exhibit 10.15 to the Company's Registration
Statement on Form S-1 filed with the SEC on November 22, 1996 (File No.
333-16667))
(8)* European Credit Agreement dated as of October 28, 1997, among the Company
and Ingram European Coordination Center N.V., as Borrowers and Guarantors,
certain financial institutions, as the Lenders, The Bank of Nova Scotia,
as the Administrative Agent for the Lenders, NationsBank, N.A. (successor
in interest by merger with NationsBank of Texas, N.A.), as the
Documentation Agent for the Lenders, as arranged by The Bank of Nova
Scotia and Nationsbanc Capital Markets, Inc., as the Arrangers
(incorporated by reference to Exhibit 10.37 to the Company's Registration
Statement on Form S-3 filed with the SEC on November 4, 1997 (File No.
333-39457))
(9)* First Amendment dated as of September 25, 1998 to European Credit
Agreement dated as of October 28, 1997 (incorporated by reference to
Exhibit 10.41 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 3, 1998 filed with the SEC on November 17,
1998)
* Incorporated by reference
-6-
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 11, 2001 Ingram Micro Inc.
By: /s/ James E. Anderson, Jr.
-------------------------------
Name: James E. Anderson, Jr.
Title: Senior Vice President,
Secretary and General
Counsel
EXHIBIT INDEX
Exhibit Number
- --------------
(1) Company Notice and Form of Purchase Notice
(2)* Indenture dated as of June 9, 1998 between the Company and The
First National Bank of Chicago, as Trustee (incorporated by
reference to Exhibit 4.01 to the Company's Registration
Statement on Form S-3 filed with the SEC on July 10, 1998 (File
No. 333-58857))
(3)* Final prospectus of the Company dated July 23, 1998
(incorporated by reference to the prospectus filed with the SEC
on July 23, 1998 (File No. 333-58857))
(4)* Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000 filed with the SEC on March 30, 2001
(5)* Company's Proxy Statement on Schedule 14A filed with the SEC on
April 19, 2001
(6)* Schedule 13G/A filed by various members of the Ingram family and
various family trusts with the SEC on April 19, 2001
(7)* Board Representation Agreement dated as of November 6, 1996
among the Company and each person listed on the signature pages
thereof (incorporated by reference to Exhibit 10.15 to the
Company's Registration Statement on Form S-1 filed with the SEC
on November 22, 1996 (File No. 333-16667))
(8)* European Credit Agreement dated as of October 28, 1997, among
the Company and Ingram European Coordination Center N.V., as
Borrowers and Guarantors, certain financial institutions, as the
Lenders, The Bank of Nova Scotia, as the Administrative Agent
for the Lenders, NationsBank, N.A. (successor in interest by
merger with NationsBank of Texas, N.A.), as the Documentation
Agent for the Lenders, as arranged by The Bank of Nova Scotia
and Nationsbanc Capital Markets, Inc., as the
Arrangers(incorporated by reference to Exhibit 10.37 to the
Company's Registration Statement on Form S-3 filed with the SEC
on November 4, 1997 (File No. 333-39457))
(9)* First Amendment dated as of September 25, 1998 to European
Credit Agreement dated as of October 28, 1997 (incorporated by
reference to Exhibit 10.41 to the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended October 3, 1998 filed
with the SEC on November 17, 1998)
* Incorporated by reference