-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ri4VwaqN/VI+Jl7tsheX9FjifA2bURGh1uxLoYma9yKlF4e8G+W97u5yvKhy+2Ql KMp5TVCtkuMiTxNAhJrHVA== 0000950103-97-000120.txt : 19970222 0000950103-97-000120.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950103-97-000120 CONFORMED SUBMISSION TYPE: SC 13G CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970218 SROS: NYSE GROUP MEMBERS: PFEFFER FAMILY PARTNERS, L.P. GROUP MEMBERS: PFEFFER PHILIP M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INGRAM MICRO INC CENTRAL INDEX KEY: 0001018003 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 621644402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48827 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: 7145661000 MAIL ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92705 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PFEFFER PHILIP M CENTRAL INDEX KEY: 0001033801 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 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 [ ] 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Philip M. Pfeffer 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 1,908,504 Person With 6. SHARED VOTING POWER 208,653 7. SOLE DISPOSITIVE POWER 1,908,504 8. SHARED DISPOSITIVE POWER 208,653 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,117,157 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1% 12. TYPE OF REPORTING PERSON IN 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Pfeffer Family Partners, L.P. 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 208,653 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 208,653 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 208,653 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 00 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: Philip M. Pfeffer Pfeffer Family Partners, L.P. ("PFLP") Item 2(b). Address of Principal Business Office or, if None, Residence: The business address of Philip M. Pfeffer is 836 Treemont Court, Nashville, TN 37220 The address of PFLP is 836 Treemont Court, Nashville, TN 37220 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. 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) Based on information provided by the Company, as of December 31, 1996, there were outstanding 24,269,533 shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), and 109,838,762 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, 1996 of Mr. Pfeffer and PFLP. 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 Mr. Pfeffer and PFLP as of such date. All shares are Class B Common Stock, except as noted: % Class % Common A Common Equity Beneficial Stock at at Ownership at 12/31/96 12/31/96 12/31/96(1)(2) (2) (3) ---------------- -------- --------- Philip M. Pfeffer 2,117,157(4)(5) 8.1 1.6 PFLP 208,653 0.9 0.2 - --------- (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. (4) Includes 1,763,825 shares of Class B Common Stock and 34,583 shares of Class A Common Stock held by Philip M. Pfeffer, and options exercisable for 110,096 shares of Class A Common Stock. Also includes the shares held by PFLP, with respect to which Philip M. Pfeffer shares voting and dispositive power. (5) Excludes for Mr. Pfeffer 234,348 shares held by his children or one or more trusts of which his children are beneficiaries. Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: N/A 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, 1997 /s/ Philip M. Pfeffer ----------------------------- Philip M. Pfeffer PFEFFER FAMILY PARTNERS, L.P. By: PHILIP M. PFEFFER By: /s/ Philip M. Pfeffer --------------------------- Name: Philip M. Pfeffer Title: -----END PRIVACY-ENHANCED MESSAGE-----