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. 3)
Ingram Micro Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
457153
-------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]
Page 1 of 73 Pages
Exhibit Index on Page 62
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CUSIP NO. 457153 13G Page 2 of 73
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 2,134,818
Person With
6. SHARED VOTING POWER
74,733,680
7. SOLE DISPOSITIVE POWER
2,134,818
8. SHARED DISPOSITIVE POWER
74,733,680
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,868,498
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.0%
12. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 457153 13G Page 3 of 73
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 1,878,170
Person With
6. SHARED VOTING POWER
51,286,290
7. SOLE DISPOSITIVE POWER
1,878,170
8. SHARED DISPOSITIVE POWER
51,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,164,460
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.8%
12. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 457153 13G Page 4 of 73
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 1,910,196
Person With
6. SHARED VOTING POWER
68,546,290
7. SOLE DISPOSITIVE POWER
1,910,196
8. SHARED DISPOSITIVE POWER
68,546,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,456,486
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
49.8%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 457153 13G Page 5 of 73
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 3,316,029
Person With
6. SHARED VOTING POWER
51,286,290
7. SOLE DISPOSITIVE POWER
3,316,029
8. SHARED DISPOSITIVE POWER
51,286,290
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,602,319
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.5%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 457153 13G Page 6 of 73
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 377,208
Person With
6. SHARED VOTING POWER
51,015,336
7. SOLE DISPOSITIVE POWER
377,208
8. SHARED DISPOSITIVE POWER
51,015,336
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,392,544
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
42.0%
12. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 457153 13G Page 7 of 73
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)
40.9%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 8 of 73
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)
1.1%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 9 of 73
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 252,289
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
252,289
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
252,289
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
<PAGE>
CUSIP NO. 457153 13G Page 10 of 73
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 1,934,742
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,934,742
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,934,742
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.7%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 11 of 73
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 17,260,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
17,260,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,260,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 12 of 73
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 345,868
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
345,868
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,868
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
<PAGE>
CUSIP NO. 457153 13G Page 13 of 73
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 942,175
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
942,175
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
942,175
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 14 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 15 of 73
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 16 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 17 of 73
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The Orrin H. Ingram Annuity Trust 1999
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 900,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
900,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 18 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 19 of 73
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 347,387
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
347,387
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
347,387
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
<PAGE>
CUSIP NO. 457153 13G Page 20 of 73
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 926,365
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
926,365
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,365
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 21 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 22 of 73
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 23 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 24 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 25 of 73
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The John Rivers Ingram Annuity Trust 1999
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 900,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
900,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
900,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 26 of 73
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 652,313
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
652,313
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
652,313
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 27 of 73
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 1,739,921
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,739,921
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,739,921
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
<PAGE>
CUSIP NO. 457153 13G Page 28 of 73
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 142,586
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
142,586
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,586
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
<PAGE>
CUSIP NO. 457153 13G Page 29 of 73
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 133,365
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
133,365
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
133,365
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
<PAGE>
CUSIP NO. 457153 13G Page 30 of 73
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 12,945
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
12,945
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,945
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
<PAGE>
CUSIP NO. 457153 13G Page 31 of 73
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 59,157
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
59,157
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
59,157
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
<PAGE>
CUSIP NO. 457153 13G Page 32 of 73
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust 1999
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 1,200,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,200,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,200,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 33 of 73
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust No. 2 1999
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 1,000,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,000,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 34 of 73
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
The David Bronson Ingram Annuity Trust No. 3 1999
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 500,000
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
500,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.7%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 35 of 73
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 926,365
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
926,365
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
926,365
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.3%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 36 of 73
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 1,852,729
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,852,729
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,852,729
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.5%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 37 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 38 of 73
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)
0.1%
12. TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 457153 13G Page 39 of 73
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
<PAGE>
CUSIP NO. 457153 13G Page 40 of 73
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO.
Wilson Rivers Patton/Minor's Trust Established by Richard C. 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 1,040
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,040
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040
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
<PAGE>
CUSIP NO. 457153 13G Page 41 of 73
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 1,040
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,040
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040
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
<PAGE>
CUSIP NO. 457153 13G Page 42 of 73
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 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 1,040
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,040
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040
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
<PAGE>
CUSIP NO. 457153 13G Page 43 of 73
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 532,739
Person With
6. SHARED VOTING POWER
8,079,509
7. SOLE DISPOSITIVE POWER
532,739
8. SHARED DISPOSITIVE POWER
8,079,509
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,612,248
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.8%
12. TYPE OF REPORTING PERSON
BK
<PAGE>
CUSIP NO. 457153 13G Page 44 of 73
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")
<PAGE>
CUSIP NO. 457153 13G Page 45 of 73
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 H. Ingram Annuity Trust 1999 ("OHI
'99 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 1999
("JRI '99 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")
<PAGE>
CUSIP NO. 457153 13G Page 46 of 73
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 1999
("DBI '99 Trust")
The David Bronson Ingram Annuity Trust No.2
1999("DBI No. 2 '99 Trust")
The David Bronson Ingram Annuity Trust No. 3
1999 ("DBI No. 3 '99 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
Established by Richard C. Patton Under
Agreement of Trust Dated December 27, 1994 ("WRP Trust")
Reid Ingram Patton/Minor's Trust
Established Under Agreement of Trust
Dated December 19, 1997 ("RIP Trust")
<PAGE>
CUSIP NO. 457153 13G Page 47 of 73
Crawford Bronson Patton/Minor's Trust
Established Under Agreement of Trust
Dated December 19, 1997 ("CBP Trust")
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
<PAGE>
CUSIP NO. 457153 13G Page 48 of 73
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, 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,
OHI '99 Trust, OSI Family '97 Trust, JRI '92 Trust,
JRI '82 Trust, JRI '99 Trust, JRI Family Trust, DBI
'92 Trust, DBI '82 Trust, RBI '92 Trust and RBI '82
Trust is c/o William S. Jones, Ingram Industries Inc.,
4400 Harding Road, Nashville, TN 37205
The address of DBI Family Trust, DBI '99
Trust, DBI No. 2 '99 Trust and DBI No. 3 '99
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.
<PAGE>
CUSIP NO. 457153 13G Page 49 of 73
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:
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 (10) below, all of the
shares of Class A Common Stock, par value $0.01 per share
(the "Class A Common Stock"), and Class B Common Stock,
par value $0.01 per share (the "Class B 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, 1999, there were outstanding 70,940,267
shares of Class A Common Stock and 73,280,871 shares of
Class B Common Stock. Each share of Class A Common Stock
entitles the holder to one vote on each matter
<PAGE>
CUSIP NO. 457153 13G Page 50 of 73
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 the beneficial
ownership of Class A Common Stock as of December 31,
1999 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 Class A Common Stock, may
be deemed to be shares of Class A Common Stock for
purposes of determining beneficial ownership. See
footnote (2) below. Also indicated is the percentage
of Common Equity (as defined below) owned by each of
the persons filing this statement. All shares are
Class B Common Stock, except as noted:
================================================================================
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/99(1)(2) 12/31/99(2) 12/31/99(3)
- --------------------------------------------------------------------------------
Martha R. Ingram 76,868,498(4)(5) 52.0% 53.3%
- --------------------------------------------------------------------------------
Orrin H. Ingram, II 53,164,460(5)(6) 42.8% 36.9%
- --------------------------------------------------------------------------------
John R. Ingram 70,456,486(5)(7) 49.8% 48.8%
- --------------------------------------------------------------------------------
David B. Ingram 54,602,319(5)(8) 43.5% 37.9%
- --------------------------------------------------------------------------------
Robin B. Ingram Patton 51,392,544(5)(9) 42.0% 35.6%
- --------------------------------------------------------------------------------
QTIP Trust 49,099,259 40.9% 34.0%
- --------------------------------------------------------------------------------
Charitable Remainder 814,817 1.1% 0.6%
- --------------------------------------------------------------------------------
Foundation 252,289 0.4% 0.2%
- --------------------------------------------------------------------------------
Charitable Lead 1,934,742 2.7% 1.3%
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 457153 13G Page 51 of 73
================================================================================
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/99(1)(2) 12/31/99(2) 12/31/99(3)
- --------------------------------------------------------------------------------
Charitable Fund 17,260,000 19.6% 12.0%
- --------------------------------------------------------------------------------
OHI '67 Trust 345,868 0.5% 0.2%
- --------------------------------------------------------------------------------
OHI '68 Trust 942,175 1.3% 0.7%
- --------------------------------------------------------------------------------
OHI '75 Trust 75,916 0.1% 0.1%
- --------------------------------------------------------------------------------
OHI '92 Trust 71,007 0.1% 0.0%
- --------------------------------------------------------------------------------
OHI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
OHI '99 Trust 900,000 1.3% 0.6%
- --------------------------------------------------------------------------------
OSI Family '97 Trust 35,000 0.0% 0.0%
- --------------------------------------------------------------------------------
JRI '67 Trust 347,387 0.5% 0.2%
- --------------------------------------------------------------------------------
JRI '68 Trust 926,365 1.3% 0.6%
- --------------------------------------------------------------------------------
JRI '75 Trust 75,916 0.1% 0.1%
- --------------------------------------------------------------------------------
JRI '92 Trust 71,007 0.1% 0.0%
- --------------------------------------------------------------------------------
JRI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
JRI Family Trust 31,497 0.0% 0.0%
- --------------------------------------------------------------------------------
JRI '99 Trust 900,000 1.3% 0.6%
- --------------------------------------------------------------------------------
DBI '67 Trust 652,313 0.9% 0.5%
- --------------------------------------------------------------------------------
DBI '68 Trust 1,739,921 2.4% 1.2%
- --------------------------------------------------------------------------------
DBI '75 Trust 142,586 0.2% 0.1%
- --------------------------------------------------------------------------------
DBI '92 Trust 133,365 0.2% 0.1%
- --------------------------------------------------------------------------------
DBI '82 Trust 12,945 0.0% 0.0%
- --------------------------------------------------------------------------------
DBI Family Trust 59,157 0.1% 0.0%
- --------------------------------------------------------------------------------
DBI '99 Trust 1,200,000 1.7% 0.8%
- --------------------------------------------------------------------------------
<PAGE>
CUSIP NO. 457153 13G Page 52 of 73
================================================================================
% Class A
Beneficial Common Stock % Common
Ownership at at Equity at
12/31/99(1)(2) 12/31/99(2) 12/31/99(3)
- --------------------------------------------------------------------------------
DBI No. 2 '99 Trust 1,000,000 1.4% 0.7%
- --------------------------------------------------------------------------------
DBI No. 3 '99 Trust 500,000 0.7% 0.3%
- --------------------------------------------------------------------------------
RBI '67 Trust 926,365 1.3% 0.6%
- --------------------------------------------------------------------------------
RBI '68 Trust 1,852,729 2.5% 1.3%
- --------------------------------------------------------------------------------
RBI '75 Trust 75,926 0.1% 0.1%
- --------------------------------------------------------------------------------
RBI '92 Trust 71,007 0.1% 0.0%
- --------------------------------------------------------------------------------
RBI '82 Trust 6,892 0.0% 0.0%
- --------------------------------------------------------------------------------
WRP Trust 1,040 0.0% 0.0%
- --------------------------------------------------------------------------------
RIP Trust 1,040 0.0% 0.0%
- --------------------------------------------------------------------------------
CBP Trust 1,040 0.0% 0.0%
- --------------------------------------------------------------------------------
SunTrust 8,612,248(10) 10.8% 6.0%
- --------------------------------------------------------------------------------
(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 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) "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.
<PAGE>
CUSIP NO. 457153 13G Page 53 of 73
(4) Includes 1,316,002 shares of Class B Common Stock and options exercisable
for 3,999 shares of Class A 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.
(5) Excludes 231,000 shares of Class A Common Stock held by Ingram Industries
Inc. ("Ingram Industries"). Each of Martha R. Ingram, Orrin H. Ingram, II,
John R. Ingram, David B. 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.
(6) Includes 936,380 shares of Class B Common Stock, 22,022 shares of Class A
Common Stock and options exercisable for 19,768 shares of Class A Common
Stock held by Orrin H. Ingram, II. Also includes the shares held by QTIP
Trust, Foundation, Charitable Lead and OHI '99 Trust, with respect to which
Orrin H. Ingram, II acts as a trustee and shares voting and dispositive
power.
(7) Includes 963,439 shares of Class B Common Stock and options exercisable for
46,757 shares of Class A Common Stock held by John R. Ingram. Also includes
the shares held by QTIP Trust, Foundation, Charitable Lead, Charitable
Fund, JRI '99 Trust, with respect to which John R. Ingram acts as a trustee
and shares voting and dispositive power.
(8) Includes 582,713 shares of Class B Common Stock and options exercisable for
33,316 shares of Class A Common Stock held by David B. Ingram. Also
includes the shares held by QTIP Trust, Foundation, Charitable Lead, DBI
'99 Trust, DBI No. 2 '99 Trust, DBI No. 3 '99 Trust, with respect to which
David B. Ingram acts as a trustee and shares voting and dispositive power.
Excludes 2,901 shares of Class A 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.
<PAGE>
CUSIP NO. 457153 13G Page 54 of 73
(9) Includes 377,208 shares of Class B Common Stock held by Robin B. Ingram
Patton. Also includes the shares held by QTIP Trust, Charitable Lead, with
respect to which Robin B. Ingram Patton acts as a trustee and shares voting
and dispositive power.
(10) 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 '82 Trust, JRI '92 Trust, JRI Family 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 40,889 shares of Class A Common Stock held in accounts for
customers of SunTrust Banks, Inc. and its affiliates including SunTrust,
Atlanta. SunTrust Banks, Inc. and its affiliates had sole voting and
dispositive power with respect to 7,789 of these shares, and shared voting
and dispositive power with respect to 500 of these shares. SunTrust Banks,
Inc. and its affiliates held 32,600 of these shares, 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 Equity 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
<PAGE>
CUSIP NO. 457153 13G Page 55 of 73
Item 8. Identification and Classification of Members of the
Group:
See Exhibit 1
<PAGE>
CUSIP NO. 457153 13G Page 56 of 73
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification:
N/A
<PAGE>
CUSIP NO. 457153 13G Page 57 of 73
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 14, 2000
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
<PAGE>
CUSIP NO. 457153 13G Page 58 of 73
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
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
<PAGE>
CUSIP NO. 457153 13G Page 59 of 73
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
Orrin H. Ingram as trustee for the ORRIN
H. INGRAM ANNUITY TRUST 1999
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
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 1999
<PAGE>
CUSIP NO. 457153 13G Page 60 of 73
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 1999
David B. Ingram as trustee for THE
DAVID BRONSON INGRAM ANNUITY TRUST
NO. 2 1999
David B. Ingram as trustee for THE
DAVID BRONSON INGRAM ANNUITY TRUST
NO. 3 1999
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
<PAGE>
CUSIP NO. 457153 13G Page 61 of 73
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 OF TRUST DATED DECEMBER 19, 1997
SunTrust Bank, Atlanta as trustee for
the CRAWFORD BRONSON PATTON/MINOR'S
TRUST ESTABLISHED BY ROBIN INGRAM PATTON
UNDER AGREEMENT OF TRUST DATED
DECEMBER 19, 1997
SUNTRUST BANK, ATLANTA
/s/ Lily Yan Arevalo
-----------------------
Name: Lily Yan Arevalo
Title: Attorney-in-Fact
<PAGE>
CUSIP NO. 457153 13G Page 62 of 73
Exhibit Index
-------------
Exhibit Page
------- ----
1. Names of Reporting Persons 63
2 Powers of Attorney for The Orrin H. Ingram Annuity 66
Trust 1999 and The Orrin and Sara Ingram Family 1997
Generation Skipping Trust
3. Power of Attorney for The John Rivers Ingram Annuity 68
Trust 1999
4. Powers of Attorney for The David Bronson Ingram Annuity 70
Trust 1999, The David Bronson Ingram Annuity Trust No. 2
1999 and The David Bronson Ingram Annuity Trust No. 3 1999
5. Powers of Attorney for Wilson Rivers Patton/Minor's Trust 72
Established by Richard C. Patton Under Agreement of Trust
Dated December 27, 1994, Reid Ingram Patton/Minor's Trust
Established by Robin Ingram Patton Under Agreement Dated
December 19, 1997 and Crawford Bronson Patton/Minor's
Trust Established by Robin Ingram Patton Under Agreement
Dated December 19, 1997
6. Powers of Attorney for all other filers (incorporated by
reference to Exhibit 2 to Schedule 13G Amendment Nos. 1
and 2 filed on February 17, 1998 and February 9, 1999)
CUSIP NO. 457153 13G Page 63 of 73
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 H. Ingram Annuity Trust 1999
17. The Orrin and Sara Ingram Family 1997 Generation Skipping Trust
<PAGE>
CUSIP NO. 457153 13G Page 64 of 73
18. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated
October 27, 1967
19. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated
June 14, 1968
20. Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram Dated
December 22, 1975
21. The John R. Ingram Irrevocable Trust Dated July 9, 1992
22. Trust for the Benefit of John R. Ingram Established by Martha R. Rivers
Under Agreement of Trust Originally Dated April 30, 1982, as Amended
23. The John and Stephanie Ingram Family 1996 Generation Skipping Trust
24. The John Rivers Ingram Annuity Trust 1999
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 1999
32. The David Bronson Ingram Annuity Trust No. 2 1999
33. The David Bronson Ingram Annuity Trust No. 3 1999
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
<PAGE>
CUSIP NO. 457153 13G Page 65 of 73
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
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 13G Page 66 of 73
Exhibit 2
POWER OF ATTORNEY
Know all men by these presents, that each of the undersigned hereby
constitutes and appoints each of Lily Yan Arevalo and James E. Anderson, Jr.,
signing singly, such undersigned's true and lawful attorneys-in-fact to:
1. execute for and on behalf of such 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 such 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, such
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of such 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.
Each 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. Each undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of such undersigned, are not assuming,
nor is the Company assuming, any
<PAGE>
CUSIP NO. 457153 13G Page 67 of 73
of such undersigned's responsibilities to comply with the Securities Exchange
Act of 1934.
This Power of Attorney shall remain in full force and effect with respect
to each undersigned until such undersigned is no longer required to file
Schedules with respect to such undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by such undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.
By execution of this Power of Attorney, each 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 have each caused this Power of Attorney
to be executed as of the 14th day of February, 2000.
SIGNATURE
THE ORRIN H. INGRAM ANNUITY
TRUST 1999
By: Orrin H. Ingram as Trustee
By: /s/ Orrin H. Ingram
--------------------------
Orrin H. Ingram
Trustee
THE ORRIN AND SARA INGRAM
FAMILY 1997 GENERATION
SKIPPING TRUST
By: William S. Jones as Trustee
By: /s/ William S. Jones
--------------------------
William S. Jones
Trustee
CUSIP NO. 457153 13G Page 68 of 73
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 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
<PAGE>
CUSIP NO. 457153 13G Page 69 of 73
of the undersigned's responsibilities to comply with the Securities Exchange Act
of 1934.
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 14th day of February, 2000.
SIGNATURE
THE JOHN RIVERS INGRAM ANNUITY
TRUST 1999
By: John R. Ingram as Trustee
By: /s/ John R. Ingram
--------------------------
John R. Ingram
Trustee
CUSIP NO. 457153 13G Page 70 of 73
Exhibit 4
POWER OF ATTORNEY
Know all men by these presents, that each of the undersigned hereby
constitutes and appoints each of Lily Yan Arevalo and James E. Anderson, Jr.,
signing singly, such undersigned's true and lawful attorneys-in-fact to:
1. execute for and on behalf of such 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 such 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 such 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.
Each 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 such 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. Each undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of such undersigned, are not assuming,
nor is the Company assuming, any
<PAGE>
CUSIP NO. 457153 13G Page 71 of 73
of such undersigned's responsibilities to comply with the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect with respect
to each undersigned until such undersigned is no longer required to file
Schedules with respect to such undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by such undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.
By execution of this Power of Attorney, each 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 have each caused this Power of Attorney
to be executed as of the 14th day of February, 2000.
SIGNATURE
THE DAVID BRONSON INGRAM
ANNUITY TRUST 1999
THE DAVID BRONSON INGRAM
ANNUITY TRUST NO. 2 1999
THE DAVID BRONSON INGRAM
ANNUITY TRUST NO. 3 1999
By: David B. Ingram as
Trustee
By: /s/ David B. Ingram
--------------------------
David B. Ingram
Trustee
CUSIP NO. 457153 13G Page 72 of 73
Exhibit 5
POWER OF ATTORNEY
Know all men by these presents, that each of the undersigned hereby
constitutes and appoints each of Lily Yan Arevalo and James E. Anderson, Jr.,
signing singly, such undersigned's true and lawful attorneys-in-fact to:
1. execute for and on behalf of such 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 such 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, such
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of such 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.
Each 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 such 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. Each undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of such undersigned, are not assuming,
nor is the Company assuming, any
<PAGE>
CUSIP NO. 457153 13G Page 73 of 73
of such undersigned's responsibilities to comply with the Securities Exchange
Act of 1934.
This Power of Attorney shall remain in full force and effect with respect
to each undersigned until such undersigned is no longer required to file
Schedules with respect to such undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by such undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.
By execution of this Power of Attorney, each 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 have each caused this Power of Attorney
to be executed as of the 14th day of February, 2000.
SIGNATURE
WILSON RIVERS PATTON/MINOR'S
TRUST ESTABLISHED BY RICHARD C. PATTON
UNDER AGREEMENT OF TRUST DATED
DECEMBER 27, 1994
REID INGRAM PATTON/MINOR'S
TRUST ESTABLISHED BY
ROBIN INGRAM PATTON UNDER AGREEMENT
DATED DECEMBER 19, 1997
CRAWFORD BRONSON
PATTON/MINOR'S TRUST ESTABLISHED BY
ROBIN INGRAM PATTON UNDER AGREEMENT
DATED DECEMBER 19, 1997
By: SunTrust Bank, Atlanta as
Trustee
By: /s/ Thomas A. Shanks
--------------------------
Thomas A. Shanks
SunTrust Bank, Atlanta
