UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Ingram Micro Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01
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(Title of Class of Securities)
457153
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]
CUSIP NO. 457153 13G
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Ingram Thrift Plan
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 5,243,043
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
5,243,043
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,243,043
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.1%
12. TYPE OF REPORTING PERSON
EP
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 Person Filing:
Ingram Thrift Plan
Item 2(b). Address of Principal Business Office or, if None,
Residence:
c/o Ingram Industries Inc.
One Belle Meade Place
4400 Harding Road
Nashville, TN 37205
Item 2(c). Citizenship:
Tennessee
Item 2(d). Title of Class of Securities:
Class A Common Stock, par value $0.01 per share
Item 2(e). CUSIP Number:
457153
Item 3. Type of Reporting Person:
[ ] (a) Broker or dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act"),
(b) Bank as defined in Section 3(a)(6) of the Act,
[ ] (c) Insurance Company as defined in Section 3(a)(1) of the Act,
[ ] (d) Investment Company registered under Section 8 of the
Investment Company Act,
[ ] (e) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
[X] (f) Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or Endowment
Fund; see 13d-1(b)(1)(ii)(F),
[ ] (g) Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(g); see Item 7,
[ ] (h) Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
Item 4. Ownership:
(a), (b) and (c)
Based on information provided by the Company, as of December 31, 1997,
there were outstanding 37,285,381 shares of Class A Common Stock, par
value $0.01 per share (the "Class A Common Stock"), and 99,714,672
shares of Class B Common Stock, par value $0.01 per share (the "Class B
Common Stock"). Each share of Class A Common Stock entitles the holder
to one vote on each matter submitted to a vote of the Company's
stockholders, including the election of directors, and each share of
Class B Common Stock entitles the holder to ten votes on each such
matter. Except as required by applicable law, holders of the Class A
Common Stock and Class B Common Stock vote together as a single class on
all matters submitted to a vote of the stockholders of the Company. The
table below indicates beneficial ownership of Class A Common Stock as of
December 31, 1997 of Ingram Thrift Plan. Pursuant to Rule 13d-3
promulgated under the Securities Exchange Act of 1934, certain
securities convertible into, or exchangeable for, shares of Class A
Common Stock, may be deemed to be shares of Class A Common Stock for
purposes of determining beneficial ownership. See footnote (1) below.
Also indicated is the percentage of Common Equity (as defined below)
owned by Ingram Thrift Plan as of such date.
<TABLE>
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% Class % Common
A Common Equity
Beneficial Stock at at
Ownership at 12/31/97 12/31/97
12/31/97(1) (1) (2)
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<S> <C> <C> <C>
Ingram Thrift Plan 5,243,043(3) 14.1% 3.8%
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</TABLE>
(1) Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act
of 1934, as used in this table, "beneficial ownership" means the sole
or shared power to vote or direct the voting or to dispose or direct
the disposition of any security. Ingram Thrift Plan is deemed as of
any date to have "beneficial ownership" of any security that it has a
right to acquire within 60 days after such date. For purposes of
calculating the ownership percentage of Ingram Thrift Plan, any
securities that any person other than Ingram Thrift Plan has the
right to acquire within 60 days of such date are not deemed to be
outstanding.
(2) "Common Equity" means the Class A Common Stock and the Class B Common
Stock. Each share of Class B Common Stock is convertible at any time
at the option of the holder into one share of Class A Common Stock.
(3) All of such shares are shares of Class A Common Stock. Ingram Thrift
Plan has sole voting and dispositive power with respect to all such
shares.
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:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect
of changing or influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any transaction
having such purpose or effect.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: February 13, 1998
INGRAM THRIFT PLAN
By: /s/ William P. Morelli
--------------------------------
Name: William P. Morelli
Title: Trustee
