<PAGE> 1
This filing is made pursuant
to Rule 424(b)(3) under the
PROSPECTUS SUPPLEMENT NO. 9 TO Securities Act of 1933 in
PROSPECTUS DATED JULY 23, 1998 connection with Registration
No. 333-58857
INGRAM MICRO INC.
$1,330,000,000 PRINCIPAL AMOUNT AT MATURITY OF
ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2018
AND
CLASS A COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement relates to the resale by the holders listed
below of Zero Coupon Convertible Senior Debentures due 2018 of Ingram Micro Inc.
and the shares of Class A Common Stock ("Common Stock") of the Company issuable
upon the conversion of the Debentures (the "Conversion Shares").
You should read this Prospectus Supplement together with the Prospectus
dated July 23, 1998, which is to be delivered with this Prospectus Supplement.
All capitalized terms used but not defined in this Prospectus Supplement shall
have the meanings given them in the Prospectus.
The table below sets forth information as of the date hereof concerning
beneficial ownership of the Debentures and Common Stock by the selling
securityholders listed. All information concerning beneficial ownership has been
furnished by the selling securityholders.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF NUMBER OTHER
DEBENTURES PERCENTAGE OF OF CONVERSION SHARES OF PERCENTAGE OF PERCENTAGE OF
THAT DEBENTURES SHARES THAT COMMON STOCK COMMON STOCK COMMON EQUITY
NAME MAY BE SOLD OUTSTANDING MAY BE SOLD(1) HELD OUTSTANDING(2) OUTSTANDING(2)(3)
---- ----------- ------------- -------------- ------------ -------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Citizens Security Life
Insurance Co. .......... $2,000,000 * 10,990 0 * *
<CAPTION>
PERCENTAGE OF VOTING
POWER OF
COMMON EQUITY
NAME OUTSTANDING(2)(3)(4)
---- --------------------
<S> <C>
Citizens Security Life
Insurance Co. .......... *
</TABLE>
- ---------------
* Less than 1%.
(1) Assumes conversion of the full amount of Debentures held by such holder at
the initial conversion rate of 5.495 shares of Common Stock per $1,000
principal amount at maturity of Debentures; this conversion rate is subject
to adjustment as described under "Description of Debentures -- Conversion of
Debentures." Accordingly, the number of shares of Common Stock issuable upon
conversion of the Debentures may increase or decrease from time to time.
Under the terms of the Indenture, we will not issue fractional shares upon
conversion of the Debentures; we will pay cash in lieu of fractional shares,
if any.
(2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange
Act and based upon 40,331,321 shares of Common Stock outstanding as of July
4, 1998, treating as outstanding the number of Conversion Shares shown as
being issuable upon the assumed conversion by the named holder of the full
amount of such holder's Debentures but not assuming the conversion of the
Debentures of any other holder.
(3) Based upon 99,281,252 shares of Class B Common Stock outstanding as of July
4, 1998. See "Description of Capital Stock" in the Prospectus.
(4) Each share of Common Stock entitles the holder to one vote on each matter
submitted to a vote of the Company's shareowners and each share of Class B
Common Stock entitles the holder to ten votes on each such matter. See
"Description of Capital Stock -- Common Equity -- Voting Rights" in the
Prospectus.
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YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE CAPTION "RISK
FACTORS" STARTING ON PAGE 6 OF THE PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 9, 1998.
