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. 5)
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 67 Pages
Exhibit Index on Page 60
CUSIP NO. 457153 10 4 13G Page 2 of 67
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 2,162,819
Person With
6. SHARED VOTING POWER
57,186,899
7. SOLE DISPOSITIVE POWER
2,162,819
8. SHARED DISPOSITIVE POWER
57,186,899
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,349,718
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.8%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 3 of 67
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 3,024,863
Person With
6. SHARED VOTING POWER
51,071,290
7. SOLE DISPOSITIVE POWER
3,024,863
8. SHARED DISPOSITIVE POWER
51,071,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,096,153
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
36.3%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 4 of 67
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 2,998,806
Person With
6. SHARED VOTING POWER
54,660,290
7. SOLE DISPOSITIVE POWER
2,998,806
8. SHARED DISPOSITIVE POWER
54,660,2900
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,659,096
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
38.7%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 5 of 67
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 2,406,188
Person With
6. SHARED VOTING POWER
51,071,290
7. SOLE DISPOSITIVE POWER
2,406,188
8. SHARED DISPOSITIVE POWER
51,071,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,477,478
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
35.9%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 6 of 67
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
50,906,136
7. SOLE DISPOSITIVE POWER
322,077
8. SHARED DISPOSITIVE POWER
50,906,136
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,228,213
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.4%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 7 of 67
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)
32.9%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 8 of 67
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)
0.5%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 9 of 67
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 165,154
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
165,154
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
165,154
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 67
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 1,806,877
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,806,877
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,806,877
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 11 of 67
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 3,589,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
3,589,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,589,000
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 12 of 67
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 67
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 67
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 67
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)
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 16 of 67
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 67
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 18 of 67
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 -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 19 of 67
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 -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 20 of 67
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 21 of 67
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)
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 22 of 67
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 23 of 67
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 24 of 67
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 304,994
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
304,994
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,994
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 25 of 67
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The John Rivers Ingram Annuity Trust 2001
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 595,006
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
595,006
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
595,006
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 10 4 13G Page 26 of 67
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 624,045
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
624,045
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,045
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 10 4 13G Page 27 of 67
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 1,040,321
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,040,321
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,321
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 28 of 67
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 85,256
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
85,256
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,256
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 29 of 67
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 79,742
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
79,742
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,742
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 30 of 67
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 7,741
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
7,741
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,741
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 31 of 67
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 41,316
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
41,316
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,316
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 67
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 154,975
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
154,975
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
154,975
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 67
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust 2001
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 345,025
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
345,025
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,025
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 34 of 67
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust No. 2 2001
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)
0.2%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 35 of 67
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 704,421
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
704,421
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
704,421
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 36 of 67
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 1,651,685
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,651,685
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,651,685
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 37 of 67
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 38 of 67
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)
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 39 of 67
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 40 of 67
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 41 of 67
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 42 of 67
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 43 of 67
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 -0-
Person With
6. SHARED VOTING POWER
4,770,303
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
4,770,303
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,770,303
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
12. TYPE OF REPORTING PERSON
BK
CUSIP NO. 457153 10 4 13G Page 44 of 67
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 45 of 67
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 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 2000 ("JRI '00 Trust")
The John Rivers Ingram Annuity Trust 2001 ("JRI '01 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 46 of 67
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 2000 ("DBI '00
Trust")
The David Bronson Ingram Annuity Trust 2001 ("DBI '01
Trust")
The David Bronson Ingram Annuity Trust No. 2 2001 ("DBI
No. 2 '01 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")
Crawford Bronson Patton/Minor's Trust ("CBP Trust")
CUSIP NO. 457153 10 4 13G Page 47 of 67
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.
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,
CUSIP NO. 457153 10 4 13G Page 48 of 67
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, OSI
Family '97 Trust, JRI '92 Trust, JRI '82 Trust, JRI '00
Trust, JRI '01 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 '00 Trust, DBI '01
Trust and DBI No. 2 '01 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 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
CUSIP NO. 457153 10 4 13G Page 49 of 67
(9) below, all of the shares of Class A Common Stock,
par value $0.01 per share (the "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, 2001, there were outstanding
149,035,997 shares of Common Stock. Each share of 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. The table below
indicates the beneficial ownership of Common Stock as of
December 31, 2001 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 Common Stock, may
be deemed to be shares of Common Stock for purposes of
determining beneficial ownership. See footnote (2)
below.
CUSIP NO. 457153 10 4 13G Page 50 of 67
================================================================================
Beneficial Ownership at % of Common Stock at
12/31/01(1)(2) 12/31/01(2)
- --------------------------------------------------------------------------------
Martha R. Ingram 59,349,718(3)(4) 39.8%
- --------------------------------------------------------------------------------
Orrin H. Ingram, II 54,096,153(4)(5) 36.3%
- --------------------------------------------------------------------------------
John R. Ingram 57,659,096(5)(6) 38.7%
- --------------------------------------------------------------------------------
David B. Ingram 53,477,478(7) 35.9%
- --------------------------------------------------------------------------------
Robin B. Ingram Patton 51,228,213(4)(8) 34.4%
- --------------------------------------------------------------------------------
QTIP Trust 49,099,259 32.9%
- --------------------------------------------------------------------------------
Charitable Remainder 814,817 0.5%
- --------------------------------------------------------------------------------
Foundation 165,154 0.1%
- --------------------------------------------------------------------------------
Charitable Lead 1,806,877 1.2%
- --------------------------------------------------------------------------------
Charitable Fund 3,589,000 2.4%
- --------------------------------------------------------------------------------
OHI '67 Trust 0 0.0%
- --------------------------------------------------------------------------------
OHI '68 Trust 0 0.0%
- --------------------------------------------------------------------------------
OHI '75 Trust 75,916 0.1%
- --------------------------------------------------------------------------------
OHI '92 Trust 71,007 0.0%
- --------------------------------------------------------------------------------
OHI '82 Trust 6,892 0.0%
- --------------------------------------------------------------------------------
OSI Family '97 Trust 35,000 0.0%
- --------------------------------------------------------------------------------
JRI '67 Trust 0 0.0%
- --------------------------------------------------------------------------------
JRI '68 Trust 0 0.0%
- --------------------------------------------------------------------------------
JRI '75 Trust 75,916 0.1%
- --------------------------------------------------------------------------------
JRI '92 Trust 71,007 0.0%
- --------------------------------------------------------------------------------
JRI '82 Trust 6,892 0.0%
- --------------------------------------------------------------------------------
JRI Family Trust 31,497 0.0%
- --------------------------------------------------------------------------------
JRI '00 Trust 304,994 0.2%
- --------------------------------------------------------------------------------
CUSIP NO. 457153 10 4 13G Page 51 of 67
=========-======================================================================
Beneficial Ownership at % of Common Stock at
12/31/01(1)(2) 12/31/01(2)
- --------------------------------------------------------------------------------
JRI '01 Trust 595,006 0.4%
- --------------------------------------------------------------------------------
DBI '67 Trust 624,045 0.4%
- --------------------------------------------------------------------------------
DBI '68 Trust 1,040,321 0.7%
- --------------------------------------------------------------------------------
DBI '75 Trust 85,256 0.1%
- --------------------------------------------------------------------------------
DBI '92 Trust 79,742 0.1%
- --------------------------------------------------------------------------------
DBI '82 Trust 7,741 0.0%
- --------------------------------------------------------------------------------
DBI Family Trust 41,316 0.0%
- --------------------------------------------------------------------------------
DBI '00 Trust 154,975 0.1%
- --------------------------------------------------------------------------------
DBI '01 Trust 345,025 0.2%
- --------------------------------------------------------------------------------
DBI No. 2 '01 Trust 244,408 0.2%
- --------------------------------------------------------------------------------
RBI '67 Trust 704,421 0.5%
- --------------------------------------------------------------------------------
RBI '68 Trust 1,651,685 1.1%
- --------------------------------------------------------------------------------
RBI '75 Trust 75,926 0.1%
- --------------------------------------------------------------------------------
RBI '92 Trust 71,007 0.0%
- --------------------------------------------------------------------------------
RBI '82 Trust 6,892 0.0%
- --------------------------------------------------------------------------------
WRP Trust 2,608 0.0%
- --------------------------------------------------------------------------------
RIP Trust 2,608 0.0%
- --------------------------------------------------------------------------------
CBP Trust 2,608 0.0%
- --------------------------------------------------------------------------------
SunTrust 4,770,303(9) 3.2%
================================================================================
(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
CUSIP NO. 457153 10 4 13G Page 52 of 67
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) Includes options exercisable for 32,000 shares of 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 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.
(4) Excludes 231,000 shares of 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.
(5) Includes options exercisable for 46,018 shares of Common Stock held by
Orrin H. Ingram, II. Also includes the shares held by QTIP Trust,
Foundation and Charitable Lead, with respect to which Orrin H. Ingram, II
acts as a trustee and shares voting and dispositive power.
(6) Includes options exercisable for 73,007 shares of Common Stock held by
John R. Ingram. Also includes the shares held by QTIP Trust, Foundation,
Charitable Lead, Charitable Fund, JRI '00 Trust and JRI '01 Trust, with
respect to which John R. Ingram acts as a trustee and shares voting and
dispositive power.
(7) Includes the shares held by QTIP Trust, Foundation, Charitable Lead, DBI
'00 Trust, DBI '01 Trust and DBI No. 2 '01 Trust, with respect to which
David B. Ingram acts as a trustee and shares voting and dispositive power.
Excludes 2,901 shares of 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.
CUSIP NO. 457153 10 4 13G Page 53 of 67
(8) 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.
(9) 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 90,556 shares of 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 32,631 of these shares. SunTrust Banks, Inc. and
its affiliates held an additional 57,925 shares of 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 Stock 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
Item 8. Identification and Classification of Members of the Group:
See Exhibit 1
CUSIP NO. 457153 10 4 13G Page 54 of 67
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
N/A
------------------------
CUSIP NO. 457153 10 4 13G Page 55 of 67
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 11, 2002
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
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
CUSIP NO. 457153 10 4 13G Page 56 of 67
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
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
William S. Jones as trustee for the
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
CUSIP NO. 457153 10 4 13G Page 57 of 67
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 2000
John R. Ingram, as Trustee for THE JOHN
RIVERS INGRAM ANNUITY TRUST 2001
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 2000
CUSIP NO. 457153 10 4 13G Page 58 of 67
David B. Ingram as trustee for THE
DAVID BRONSON INGRAM ANNUITY TRUST 2001
David B. Ingram as trustee for THE
DAVID BRONSON INGRAM ANNUITY TRUST NO.
2 2001
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 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
CUSIP NO. 457153 10 4 13G Page 59 of 67
SUNTRUST BANK, ATLANTA
/s/Lily Yan Arevalo
----------------------------
Name: Lily Yan Arevalo
Title: Attorney-in-Fact
CUSIP NO. 457153 10 4 13G Page 60 of 67
Exhibit Index
-------------
Exhibit Page
- ------- ----
1. Names of Reporting Persons 61
2. Power of Attorney for The John Rivers Ingram Annuity Trust 2001 64
3. Power of Attorney for The David Bronson Ingram Annuity Trust 2001 66
and The David Bronson Ingram Annuity Trust No. 2 2001
4. Powers of Attorney for all other filers
(incorporated by reference to Exhibit 2 to Schedule 13G
Amendment Nos. 1, 2, 3 and 4 filed on February 17, 1998,
February 9, 1999, February 14, 2000 and February 14,
2001, Exhibit 3 to Schedule 13G Amendment No. 4 filed on
February 14, 2001 and Exhibit 5 to Schedule 13G
Amendment No. 3 filed on February 14, 2000)
CUSIP NO. 457153 10 4 13G Page 61 of 67
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 and Sara Ingram Family 1997 Generation Skipping Trust
17. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated
October 27, 1967
CUSIP NO. 457153 10 4 13G Page 62 of 67
18. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated
June 14, 1968
19. Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram
Dated December 22, 1975
20. The John R. Ingram Irrevocable Trust Dated July 9, 1992
21. Trust for the Benefit of John R. Ingram Established by Martha R. Rivers
Under Agreement of Trust Originally Dated April 30, 1982, as Amended
22. The John and Stephanie Ingram Family 1996 Generation Skipping Trust
23. The John Rivers Ingram Annuity Trust 2000
24. The John Rivers Ingram Annuity Trust 2001
25. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated
October 27, 1967
26. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated
June 14, 1968
27. Trust for David B. Ingram, Under Agreement with Hortense B. Ingram Dated
December 22, 1975
28. The David B. Ingram Irrevocable Trust Dated July 9, 1992
29. Trust for the Benefit of David B. Ingram Established by Martha R. Rivers
Under Agreement of Trust Originally Dated April 30, 1982, as Amended.
30. David and Sarah Ingram Family 1996 Generation Skipping Trust
31. The David Bronson Ingram Annuity Trust 2000
32. The David Bronson Ingram Annuity Trust 2001
33. The David Bronson Ingram Annuity Trust No. 2 2001
34. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram
Dated October 27, 1967
35. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram
Dated June 14, 1968
36. Trust for Robin Bigelow Ingram, Under Agreement with Hortense B. Ingram
Dated December 22, 1975
37. The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992
CUSIP NO. 457153 10 4 13G Page 63 of 67
38. Trust for the Benefit of Robin B. Ingram Established by Martha R. Rivers
Under Agreement of Trust Originally Dated April 30, 1982, as Amended
39. Wilson Rivers Patton/Minor's Trust Established by Richard C. Patton Under
Agreement of Trust Dated December 27, 1994
40. Reid Ingram Patton/Minor's Trust Established by Robin Ingram Patton Under
Agreement Dated December 19, 1997
41. Crawford Bronson Patton/Minor's Trust Established by Robin Ingram Patton
Under Agreement Dated December 19, 1997
42. SunTrust Bank, Atlanta
CUSIP NO. 457153 10 4 13G Page 64 of 67
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 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 10 4 13G Page 65 of 67
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 7th day of February, 2002.
SIGNATURE
THE JOHN RIVERS INGRAM ANNUITY
TRUST 2001
By: John R. Ingram as Trustee
By: /s/ John R. Ingram
---------------------------------
John R. Ingram
Trustee
CUSIP NO. 457153 10 4 13G Page 66 of 67
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 of the undersigned's responsibilities to
comply with the Securities Exchange Act of 1934.
CUSIP NO. 457153 10 4 13G Page 67 of 67
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 7th day of February, 2002.
SIGNATURE
THE DAVID BRONSON INGRAM
ANNUITY TRUST 2001
By: David B. Ingram as
Trustee
By: /s/ David B. Ingram
--------------------------
David B. Ingram
Trustee
THE DAVID BRONSON INGRAM
ANNUITY TRUST NO. 2 2001
By: David B. Ingram as
Trustee
By: /s/ David B. Ingram
--------------------------
David B. Ingram
Trustee