UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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 [ ]
Page 1 of 7 Pages
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CUSIP NO. 457153 13G Page 2 of 7 Pages
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 2,967,680
Person With
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
2,967,680
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,967,680
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
12. TYPE OF REPORTING PERSON
EP
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CUSIP NO. 457153 13G Page 3 of 7 Pages
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,
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CUSIP NO. 457153 13G Page 4 of 7 Pages
[ ] (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,
1999, there were outstanding 70,940,267 shares of Class A Common
Stock, par value $0.01 per share (the "Class A Common Stock"),
and 73,280,871 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, 1999 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.
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CUSIP NO. 457153 13G Page 5 of 7 Pages
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% Class % Common
A Common Equity
Beneficial Stock at at
Ownership at 12/31/99 12/31/99
12/31/99(1) (1) (2)
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Ingram Thrift Plan 2,967,680 (3) 4.2% 2.1%
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(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) The 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:
If this statement is being filed to report the fact that as of
the date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
N/A
Item 7. Identification and Classification of the
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CUSIP NO. 457153 13G Page 6 of 7 Pages
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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CUSIP NO. 457153 13G Page 7 of 7 Pages
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 14, 2000
INGRAM THRIFT PLAN
By: /s/ Dennis T. Delaney
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Name: Dennis T. Delaney
Title: Trustee
