<PAGE> 1
This filing is made pursuant
to Rule 424(b)(3) under the
Securities Act of 1933 in
connection with Registration
PROSPECTUS SUPPLEMENT NO. 5 TO No. 333-58857
PROSPECTUS DATED JULY 23, 1998
INGRAM MICRO INC.
$1,330,000,000 PRINCIPAL AMOUNT AT MATURITY OF
ZERO COUPON CONVERTIBLE SENIOR DEBENTURES DUE 2018
AND
SHARES OF CLASS A COMMON STOCK,
PAR VALUE $0.01 PER SHARE, ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement relates to the resale by the holders (the
"Selling Securityholders") of Zero Coupon Convertible Senior Debentures due 2018
(the "Debentures") of Ingram Micro Inc. (the "Company") and the shares of Class
A Common Stock, par value $0.01 per share ("Common Stock"), of the Company
issuable upon the conversion of the Debentures (the "Conversion Shares").
This Prospectus Supplement should be read in conjunction with the
Prospectus dated July 23, 1998, which is to be delivered with this Prospectus
Supplement. All capitalized terms used herein 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 therein 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>
Beneficial Standard Life
Insurance Co.
Convertible............ $2,000,000 * 10,990 0 * *
BT Alex Brown Inc. ...... $35,000,000 2.6% 192,325 0 * *
BT Holdings New York,
Inc. .................. $21,000,000 1.6% 115,395 0 * *
GLG Global Convertible
Fund................... $20,000,000 1.5% 109,900 0 * *
JMG Convertible
Investments L.P. ...... $2,000,000 * 10,990 0 * *
Smith Barney Inc. ....... $2,500,000 * 13,737 0 * *
Teachers Insurance and
Annuity Association of
American............... $14,000,000 1.1% 76,930 0 * *
Triton Capital
Investments, Ltd. ..... $2,000,000 * 10,990 0 * *
<CAPTION>
PERCENTAGE OF VOTING
POWER OF
COMMON EQUITY
NAME OUTSTANDING(2)(3)(4)
---- --------------------
<S> <C>
Beneficial Standard Life
Insurance Co.
Convertible............ *
BT Alex Brown Inc. ...... *
BT Holdings New York,
Inc. .................. *
GLG Global Convertible
Fund................... *
JMG Convertible
Investments L.P. ...... *
Smith Barney Inc. ....... *
Teachers Insurance and
Annuity Association of
American............... *
Triton Capital
Investments, Ltd. ..... *
</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; such 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, fractional shares will not be issued upon
conversion of the Debentures; cash will be paid 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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PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
THE CAPTION "RISK FACTORS" COMMENCING ON PAGE 6 OF THE PROSPECTUS.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS SEPTEMBER 2, 1998.
