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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
INGRAM MICRO INC.
(Name of Issuer)
CLASS A COMMON STOCK
$.01 PAR VALUE
(Title of Class of Securities)
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457153
(Cusip Number)
INGRAM CHARITABLE FUND, INC.
(Name of Persons Filing Statement)
Martha R. Ingram
Ingram Charitable Fund, Inc.
4400 Harding Road
Nashville, TN 37205-2290
Tel No.: (615) 298-8200
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
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November 19, 1998
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check
the following: [ ]
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SCHEDULE 13D
CUSIP No.457153 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ingram Charitable Fund, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
7 SOLE VOTING POWER
20,000,000 (See Item 5(a))
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER
REPORTING PERSON WITH
None.
9 SOLE DISPOSITIVE POWER
20,000,000 (See Item 5(a))
10 SHARED DISPOSITIVE POWER
None.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the Class A Common Stock, $.01 par value per share (the "Class A Stock"),
of Ingram Micro Inc., a Delaware corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 1600 E. St. Andrew Place, Santa
Ana, CA 92705.
Item 2. Identity and Background.
The name of the person filing this statement is Ingram
Charitable Fund, Inc., a not-for-profit charitable corporation (the "Fund").
The address of the principal business and the principal office
of the Fund is 4400 Harding Road, Nashville, TN 37205-2290. The name,
business address, present principal occupation or employment, and citizenship
of each trustee of the Fund is set forth on Schedule A.
In 1990, E. Bronson Ingram, the former chairman of Ingram
Industries Inc., established the Fund to benefit Vanderbilt University in
Nashville, Tennessee, as well as other designated philanthropic organizations.
During the last five years, neither the Fund, nor any other
person controlling the Fund nor, to the best of its knowledge, any of the
persons listed on Schedule A attached hereto, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable.
Item 4. Purpose of Transaction.
The Fund acquired 20 million shares of Class A Stock pursuant
to a gift to the Fund from Mrs. Martha Ingram, which she received from a trust
established by E. Bronson Ingram, to be used in accordance with the
purposes for which the Fund was created. Following the receipt of such gift,
the Fund made a charitable donation to Vanderbilt University of 2 million
shares of Class A Stock in furtherance of the purposes for which the Fund was
established. Following the charitable donation to Vanderbilt University, the
Fund holds the balance of 18 million shares of Class A Stock.
Item 5. Interest in Securities of the Issuer.
(a) The Fund has acquired and, for the purpose of Rule 13d-3
promulgated under the Exchange Act, beneficially owns 20 million shares of
Class A Stock, representing approximately 32.4% of the outstanding Class A
Stock of the Issuer as of November 19, 1998 (when included with the 41,668,652
shares of Class A Stock outstanding as of October 3, 1998, as disclosed in the
Issuer's most recent quarterly report on Form 10-Q for the fiscal quarter
ended October 3, 1998). The 20 million shares of Class A Stock were
previously held by Mrs. Ingram as outstanding Class B Common Stock, but were
converted into Class A Stock immediately prior to the gift to the Fund. As of
November 19, 1998, the Fund made a charitable gift of 2 million shares of
Class A Stock to Vanderbilt University.
Except as set forth on Schedule A, neither the Fund, nor any other
person controlling the Fund, nor, to the best of its knowledge, any persons
named in Schedule A hereto, owns beneficially any Class A or Class B Common
Stock.
(b) The Fund has sole power to vote and to dispose of all Class
A Stock held by it.
(c) On November 19, 1998, Mrs. Martha Ingram, a Trustee of the
Fund, received a distribution from the trust established for the benefit of
Mrs. Ingram, referred to in Item 4, of 20 million shares of Class B Common
Stock. These shares were converted into Class A Stock and were transferred
to the Fund by Mrs. Ingram as a gift.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Power of Attorney dated October 13, 1998.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: November 30, 1998
INGRAM CHARITABLE FUND, INC.
By: /s/ Lily Yan Arevalo
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Name: Lily Yan Arevalo
Title: Attorney-in-Fact
SCHEDULE A
TRUSTEES OF INGRAM CHARITABLE FUND, INC.
The name, business address, title, present principal occupation
or employment of each of the Trustees of Ingram Charitable Fund, Inc. (the
"Fund") are set forth below. All Trustees are U.S. citizens.
The assets of the Fund, including any and all shares of Class A
Stock held thereby, may not be used for personal benefit of the Trustees, who
disclaim beneficial ownership of Class A Stock held by the Fund.
Trustees
Martha R. Ingram...............Chariman, Ingram Industries Inc.
4400 Harding Road
Nashville, TN 37205-2290
Orrin H. Ingram............Co-President, Ingram Industries Inc.
4400 Harding Road
Nashville, TN 37205-2290
Joe B. Wyatt..................Chancellor, Vanderbilt University
211 Kirkland Hall
Nashville, TN 37240
William Spitz..................Treasurer, Vanderbilt University
211 Kirkland Hall
Nashville, TN 37240
James C. Gooch...................Attorney, Bass Berry & Sims PLC
2700 First American Center
Nashville, TN 37238
Ingram Micro Inc.
Class A & Class B Common Stock
Ownership as of 11/19/98
Class A Class B
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Name Direct Direct Indirect
- ---------------- -------- ---------------------------
Martha R. Ingram --- 2,038,002 49,914,076
Orrin H. Ingram 22,022 1,871,380 3,376,600
Joe B. Wyatt 101,565 --- ---
William Spitz --- --- ---
James C. Gooch --- --- ---
Exhibit 1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of James E. Anderson, Jr. and Lily Y.
Arevalo, signing singly, the undersigned's true and lawful attorney-in-fact
to:
1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a shareholder of Ingram Micro
Inc. (the "Company"), Schedules 13D and related
amendments in accordance with Section 13(d) of 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 13D and related amendments
and timely file such form 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 of the undersigned's responsibilities to comply with Section 13(d) of
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 13D and
related amendments 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.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 13th day of October, 1998.
INGRAM CHARITABLE FUND, INC.
/s/ Martha R. Ingram
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MARTHA R. INGRAM, President
