-----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, P4gfluBYkdjXNbSR2IG2c9d5gMUqEURxDjz3ofpecvqjVxG/AQwH+j+4FxZAa81+ XWxUbTp1+p7gSsgDTvcDVQ== 0000950103-98-000169.txt : 19980218 0000950103-98-000169.hdr.sgml : 19980218 ACCESSION NUMBER: 0000950103-98-000169 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980217 SROS: NYSE GROUP MEMBERS: E. BRONSON INGRAM 1994 CHARITABLE LEAD ANNUITY TRUST GROUP MEMBERS: E. BRONSON INGRAM 1995 CHARITABLE REMAINDER 5% UNITRUST GROUP MEMBERS: INGRAM DAVID R GROUP MEMBERS: JOHN R. INGRAM GROUP MEMBERS: MARTHA AND BRONSON INGRAM FOUNDATION GROUP MEMBERS: ORRIN H. INGRAM, II GROUP MEMBERS: QTIP MARITAL TRUST C/U THE E.B. INGRAM REVOCABLE T/A 1/4/95 GROUP MEMBERS: ROBIN B. INGRAM PATTON GROUP MEMBERS: ROY E. CLAVERIE GROUP MEMBERS: SUNTRUST BANK, ATLANTA GROUP MEMBERS: THE D. & S. INGRAM FAMILY 1996 GENERATION SKIPPING TRUST GROUP MEMBERS: THE DAVID B. INGRAM IRREVOCABLE TRUST DATED 7/9/92 GROUP MEMBERS: THE J. & S. INGRAM FAMILY 1996 GENERATION SKIPPING TRUST GROUP MEMBERS: THE JOHN R. INGRAM IRREVOCABLE TRUST DATED 7/9/92 GROUP MEMBERS: THE ORRIN H. INGRAM IRREVOCABLE TRUST DATED 7/9/92 GROUP MEMBERS: THE ROBIN INGRAM PATTON IRREVOCABLE TRUST DATED 7/9/92, GROUP MEMBERS: TRUST F/B/O D. INGRAM EST BY M. RIVERS U/A 4/30/82 GROUP MEMBERS: TRUST F/B/O J. INGRAM EST BY MARTHA R. RIVERS U/A 4/30/82 GROUP MEMBERS: TRUST F/B/O OF O. INGRAM EST BY M.R. RIVERS U/A 4/30/82 GROUP MEMBERS: TRUST F/B/O R. INGRAM EST BY MARTHA R. RIVERS U/A 4/30/82 GROUP MEMBERS: TRUST FOR D. INGRAM, U/A E. BRONSON INGRAM DATED 10/27/67 GROUP MEMBERS: TRUST FOR D. INGRAM, U/A E. BRONSON INGRAM DATED 6/14/68 GROUP MEMBERS: TRUST FOR D. INGRAM, U/A WITH H. E. INGRAM DATED 12/22/75 GROUP MEMBERS: TRUST FOR J. INGRAM, U/A E. BRONSON INGRAM DATED 10/27/67 GROUP MEMBERS: TRUST FOR J. INGRAM, U/A E. BRONSON INGRAM DATED 6/14/68 GROUP MEMBERS: TRUST FOR J. INGRAM, U/A HORTENSE B. INGRAM DATED 12/22/75 GROUP MEMBERS: TRUST FOR O. INGRAM, II, U/A E.B. INGRAM DATED 10/27/67 GROUP MEMBERS: TRUST FOR O. INGRAM, II, U/A E.B. INGRAM DATED 6/14/68 GROUP MEMBERS: TRUST FOR O. INGRAM, II, U/A H.B. INGRAM DATED 12/22/75 GROUP MEMBERS: TRUST FOR R. INGRAM, U/A E. BRONSON INGRAM DATED 10/27/67 GROUP MEMBERS: TRUST FOR R. INGRAM, U/A E. BRONSON INGRAM DATED 6/14/68 GROUP MEMBERS: TRUST FOR R. INGRAM, U/A HORTENSE B. INGRAM DATED 12/22/75 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/A SEC ACT: SEC FILE NUMBER: 005-48827 FILM NUMBER: 98542994 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: INGRAM DAVID R CENTRAL INDEX KEY: 0001033802 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A 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/A 1 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. 1) 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 [ ] CUSIP NO. 457153 13G 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 2,852,819 Person With 6. SHARED VOTING POWER 79,825,612 7. SOLE DISPOSITIVE POWER 2,852,819 8. SHARED DISPOSITIVE POWER 79,825,612 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,678,431 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 68.9% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 13G 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 1,943,741 Person With 6. SHARED VOTING POWER 71,286,290 7. SOLE DISPOSITIVE POWER 1,943,741 8. SHARED DISPOSITIVE POWER 71,286,290 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,230,031 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.3% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 13G 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 1,872,107 Person With 6. SHARED VOTING POWER 71,286,290 7. SOLE DISPOSITIVE POWER 1,872,107 8. SHARED DISPOSITIVE POWER 71,286,290 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 73,158,397 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.2% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 13G 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 1,145,104 Person With 6. SHARED VOTING POWER 71,286,290 7. SOLE DISPOSITIVE POWER 1,145,104 8. SHARED DISPOSITIVE POWER 71,286,290 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,431,394 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 66.0% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 13G 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 380,328 Person With 6. SHARED VOTING POWER 71,055,197 7. SOLE DISPOSITIVE POWER 380,328 8. SHARED DISPOSITIVE POWER 71,055,197 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,435,525 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 65.7% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Roy E. Claverie 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 472,079 Person With 6. SHARED VOTING POWER 5,589,429 7. SOLE DISPOSITIVE POWER 472,079 8. SHARED DISPOSITIVE POWER 5,589,429 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,061,508 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.9% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 13G 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 69,099,259 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 69,099,259 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 69,099,259 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 65.0% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 2.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 231,093 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 231,093 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 231,093 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. E. Bonson 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 1,955,938 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 1,955,938 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,955,938 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.9% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 2.5% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 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) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 CUSIP NO. 457153 13G 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) 0.9% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 2.4% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 CUSIP NO. 457153 13G 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) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 1,304,185 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 1,304,185 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,304,185 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 3,479,842 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 3,479,842 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,479,842 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.4% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.4% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 CUSIP NO. 457153 13G 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) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 2.4% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 4.7% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 13G 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 CUSIP NO. 457153 13G 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 20,320 Person With 6. SHARED VOTING POWER 10,845,746 7. SOLE DISPOSITIVE POWER 20,320 8. SHARED DISPOSITIVE POWER 10,845,746 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,866,066 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 22.5% 12. TYPE OF REPORTING PERSON BK 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 Roy E. Claverie 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") 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") 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") 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") 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") 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") 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") 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 Roy E. Claverie is 6107 Hickory Valley 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 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 and RBI '75 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, JRI '92 Trust, JRI '82 Trust, DBI '92 Trust, DBI '82 Trust, RBI '92 Trust and RBI '82 Trust is c/o Roy E. Claverie, 6107 Hickory Valley Road, Nashville, TN 37205. The address of JRI Family Trust is c/o William S. Jones, Ingram Industries Inc., 4400 Harding Road, Nashville, TN 37205 The address of DBI Family 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. 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 Roy E. Claverie and SunTrust) (the "Shareholders") and the Company entered into a Board Representation Agreement (the "Agreement") dated as of November 6, 1996. Except as described in footnotes (10) and (11) 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, 1997, there were outstanding 37,285,381 shares of Class A Common Stock and 99,714,672 shares of 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 the beneficial ownership of Class A Common Stock as of December 31, 1997 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 12/31/97(1)(2) 12/31/97(2) 12/31/97(3) - -------------------------------------------------------------------------------- Martha R. Ingram 82,678,431(4)(5) 68.9% 60.3% - -------------------------------------------------------------------------------- Orrin H. Ingram, 73,230,031(5)(6) 66.3% 53.4% II - -------------------------------------------------------------------------------- John R. Ingram 73,158,397(5)(7) 66.2% 53.5% - -------------------------------------------------------------------------------- David B. Ingram 72,431,394(5)(8) 66.0% 52.9% - -------------------------------------------------------------------------------- Robin B. Ingram 71,435,525(5)(9) 65.7% 52.1% Patton - -------------------------------------------------------------------------------- Roy E. Claverie 6,061,508(5)(10) 15.9% 4.4% - -------------------------------------------------------------------------------- QTIP Trust 69,099,259 65.0% 50.4% - -------------------------------------------------------------------------------- Charitable 814,817 2.1% 0.6% Remainder - -------------------------------------------------------------------------------- Foundation 231,093 0.6% 0.2% - -------------------------------------------------------------------------------- Charitable Lead 1,955,938 5.0% 1.4% - -------------------------------------------------------------------------------- OHI '67 Trust 345,868 0.9% 0.3% - -------------------------------------------------------------------------------- OHI '68 Trust 942,175 2.5% 0.7% - -------------------------------------------------------------------------------- OHI '75 Trust 75,916 0.2% 0.1% - -------------------------------------------------------------------------------- OHI '92 Trust 71,007 0.2% 0.1% - -------------------------------------------------------------------------------- OHI '82 Trust 6,892 0.0% 0.0% - -------------------------------------------------------------------------------- JRI '67 Trust 347,387 0.9% 0.3% - -------------------------------------------------------------------------------- JRI '68 Trust 926,365 2.4% 0.7% - -------------------------------------------------------------------------------- JRI '75 Trust 75,916 0.2% 0.1% - -------------------------------------------------------------------------------- JRI '92 Trust 71,007 0.2% 0.1% - -------------------------------------------------------------------------------- JRI '82 Trust 6,892 0.0% 0.0% - -------------------------------------------------------------------------------- JRI Family Trust 31,497 0.1% 0.0% - -------------------------------------------------------------------------------- DBI '67 Trust 1,304,185 3.4% 1.0% - -------------------------------------------------------------------------------- DBI '68 Trust 3,479,842 8.5% 2.5% - -------------------------------------------------------------------------------- DBI '75 Trust 142,586 0.4% 0.1% - -------------------------------------------------------------------------------- DBI '92 Trust 133,365 0.4% 0.1% - -------------------------------------------------------------------------------- DBI '82 Trust 12,945 0.0% 0.0% - -------------------------------------------------------------------------------- DBI Family Trust 59,157 0.2% 0.0% - -------------------------------------------------------------------------------- RBI '67 Trust 926,365 2.4% 0.7% - -------------------------------------------------------------------------------- RBI '68 Trust 1,852,729 4.7% 1.4% - -------------------------------------------------------------------------------- RBI '75 Trust 75,926 0.2% 0.1% - -------------------------------------------------------------------------------- RBI '92 Trust 71,007 0.2% 0.1% - -------------------------------------------------------------------------------- RBI '82 Trust 6,892 0.0% 0.0% - -------------------------------------------------------------------------------- SunTrust 10,866,066(11) 22.5% 7.9% ================================================================================
(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 2,038,002 shares 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, 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, Robin B. Ingram Patton and Roy E. Claverie are principal stockholders of Ingram Industries, and may be deemed to be beneficial owners of the shares held by Ingram Industries. (6) Includes 1,871,380 shares of Class B Common Stock and options exercisable for 50,339 shares of Class A Common Stock held by Orrin H. Ingram, II. Also includes the shares held by QTIP Trust, Foundation and Charitable Lead, with respect to which Orrin H. Ingram, II acts as a trustee and shares voting and dispositive power. (7) Includes 1,863,438 shares of Class B Common Stock, 22,022 shares of Class A Common Stock and options exercisable for 8,669 shares of Class A Common Stock held by John R. Ingram. Also includes the shares held by QTIP Trust, Foundation and Charitable Lead, with respect to which John R. Ingram acts as a trustee and shares voting and dispositive power. (8) Includes 1,090,920 shares of Class B Common Stock and options exercisable for 54,184 shares of Class A Common Stock held by David B. Ingram. Also includes the shares held by QTIP Trust, Foundation and Charitable Lead, 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. (9) Includes 380,328 shares of Class B Common Stock held by Robin B. Ingram Patton. Also includes the shares held by QTIP Trust and Charitable Lead, with respect to which Robin B. Ingram Patton acts as a trustee and shares voting and dispositive power. (10) Includes 472,079 shares of Class B Common Stock held by Roy E. Claverie. Also includes the shares held by OHI '82 Trust, JRI '82 Trust, DBI '82 Trust and RBI '82 Trust, with respect to which Roy E. Claverie acted as trustee until January 30, 1998. Also includes 5,243,043 shares of Class A Common Stock held by the Ingram Thrift Plan, and the shares held by RBI '92 Trust, JRI '92 Trust, DBI '92 Trust and OHI '92 Trust, with respect to which Roy E. Claverie acted as a trustee until January 30, 1998 and shared voting and dispositive power. The shares held by the Ingram Thrift Plan are not bound by the terms of the Agreement. (11) Includes the shares held by OHI '67 Trust, OHI '68 Trust, OHI '75 Trust, OHI '92 Trust, JRI '67 Trust, JRI '68 Trust, JRI '75 Trust, JRI '92 Trust, DBI '67 Trust, DBI '68 Trust, DBI '75 Trust, DBI '92 Trust, RBI '67 Trust, RBI '68 Trust, RBI '75 Trust and RBI '92 Trust, with respect to which SunTrust, Atlanta acts as a trustee and shares voting and dispositive power. Also includes 43,329 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 have sole voting and dispositive power with respect to 20,320 of these shares, and shared voting and dispositive power with respect to 4,100 of these shares. SunTrust Banks, Inc. and its affiliates hold the other 18,909 shares in non-discretionary accounts. SunTrust Banks, Inc. and each of its affiliates disclaim any beneficial interest in all shares of Common Equity it holds. Subsequent to December 31, 1997, SunTrust Bank, Atlanta has become a trustee with respect to OHI '82 Trust, JRI '82 Trust, DBI '82 Trust and RBI '82 Trust. 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: See Exhibit 1 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 17, 1998 * ---------------------------------- Martha R. Ingram * ---------------------------------- Orrin H. Ingram, II * ---------------------------------- John R. Ingram * ---------------------------------- David B. Ingram * ---------------------------------- Robin B. Ingram Patton * ---------------------------------- Roy E. Claverie QTIP MARITAL TRUST CREATED UNDER THE E. BRONSON INGRAM REVOCABLE TRUST AGREEMENT DATED JANUARY 4, 1995 By: MARTHA R. INGRAM, ORRIN H. INGRAM, JOHN R. INGRAM, DAVID B. INGRAM AND ROBIN B. INGRAM PATTON, as Co-Trustees By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee By: * ------------------------------ Name: Orrin H. Ingram Title: Co-Trustee By: * ------------------------------ Name: John R. Ingram Title: Co-Trustee By: * ------------------------------ Name: David B. Ingram Title: Co-Trustee By: * ------------------------------ Name: Robin B. Ingram Patton Title: Co-Trustee E. BRONSON INGRAM 1995 CHARITABLE REMAINDER 5% UNITRUST By: MARTHA R. INGRAM, as Trustee By: * ------------------------------ Name: Martha R. Ingram Title: Trustee MARTHA AND BRONSON INGRAM FOUNDATION By: ORRIN H. INGRAM, JOHN R. INGRAM, DAVID B. INGRAM, AND ROBIN BIGELOW INGRAM PATTON, as Co-Trustees By: * ------------------------------ Name: Orrin H. Ingram Title: Co-Trustee By: * ------------------------------ Name: John R. Ingram Title: Co-Trustee By: * ------------------------------ Name: David B. Ingram Title: Co-Trustee By: * ------------------------------ Name: Robin Bigelow Ingram Patton Title: Co-Trustee E. BRONSON INGRAM 1994 CHARITABLE LEAD ANNUITY TRUST By: ORRIN H. INGRAM, JOHN R. INGRAM, DAVID B. INGRAM, AND ROBIN B. INGRAM PATTON, as Co-Trustees By: * ------------------------------ Name: Orrin H. Ingram Title: Co-Trustee By: * ------------------------------ Name: John R. Ingram Title: Co-Trustee By: * ------------------------------ Name: David B. Ingram Title: Co-Trustee By: * ------------------------------ Name: Robin B. Ingram Patton Title: Co-Trustee TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President THE ORRIN H. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF ORRIN H. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President THE JOHN R. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF JOHN R. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: Thomas A. Shanks, Jr. ------------------------------ Name: Roy E. Claverie Title: First Vice President THE JOHN AND STEPHANIE INGRAM FAMILY 1996 GENERATION SKIPPING TRUST By: WILLIAM S. JONES, as Trustee By: * ------------------------------ Name: William S. Jones Title: Trustee TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH E. BRONSON DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President THE DAVID B. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF DAVID B. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK ATLANTA, as Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President DAVID AND SARAH INGRAM FAMILY 1996 GENERATION SKIPPING TRUST By: THOMAS H. LUNN, as Trustee By: * ------------------------------ Name: Thomas H. Lunn Title: Trustee TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK,ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President By: * ------------------------------ Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President THE ROBIN INGRAM PATTON IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustees By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF ROBIN B. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President SUNTRUST BANK, ATLANTA By: /s/ Thomas A. Shanks, Jr. ------------------------------ Name: Thomas A. Shanks, Jr. Title: First Vice President * Pursuant to the Power of Attorney filed herewith with the Commission. /s/ Lily Yan Arevalo Attorney-in-Fact - -------------------------------- Lily Yan Arevalo Exhibit Index ------------- Exhibit Page - ------------------ ---- 1. Names of Reporting Persons 60 2. Power of Attorney 63
EX-1 2 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. Roy E. Claverie 7. QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995 8. E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust 9. Martha and Bronson Ingram Foundation 10. E. Bronson Ingram 1994 Charitable Lead Annuity Trust 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. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 17. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 18. Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 19. The John R. Ingram Irrevocable Trust Dated July 9, 1992 20. Trust for the Benefit of John R. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended 21. The John and Stephanie Ingram Family 1996 Generation Skipping Trust 22. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 23. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 24. Trust for David B. Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 25. The David B. Ingram Irrevocable Trust Dated July 9, 1992 26. Trust for the Benefit of David B. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended. 27. David and Sarah Ingram Family 1996 Generation Skipping Trust 28. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 29. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 30. Trust for Robin Bigelow Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 31. The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992 32. Trust for the Benefit of Robin B. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended 33. SunTrust Bank, Atlanta EX-2 3 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitute and appoint 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 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 revoke 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 12th day of February, 1998. SIGNATURE Date: February 12, 1998 /s/ Martha R. Ingram -------------------------------------- Martha R. Ingram /s/ Orrin H. Ingram -------------------------------------- Orrin H. Ingram, II /s/ John R. Ingram -------------------------------------- John R. Ingram /s/ David B. Ingram -------------------------------------- David B. Ingram /s/ Robin B. Ingram Patton -------------------------------------- Robin B. Ingram Patton /s/ Roy E. Claverie -------------------------------------- Roy E. Claverie QTIP MARITAL TRUST CREATED UNDER THE E. BRONSON INGRAM REVOCABLE TRUST AGREEMENT DATED JANUARY 4, 1995 By: MARTHA R. INGRAM, ORRIN H. INGRAM, JOHN R. INGRAM, DAVID B. INGRAM AND ROBIN B. INGRAM PATTON, as Co-Trustees By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee By: /s/ Orrin H. Ingram -------------------------------------- Name: Orrin H. Ingram Title: Co-Trustee By: /s/ John R. Ingram -------------------------------------- Name: John R. Ingram Title: Co-Trustee By: /s/ David B. Ingram -------------------------------------- Name: David B. Ingram Title: Co-Trustee By: /s/ Robin B. Ingram Patton -------------------------------------- Name: Robin B. Ingram Patton Title: Co-Trustee E. BRONSON INGRAM 1995 CHARITABLE REMAINDER 5% UNITRUST By: MARTHA R. INGRAM, as Trustee By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Trustee MARTHA AND BRONSON INGRAM FOUNDATION By: ORRIN H. INGRAM, JOHN R. INGRAM, DAVID B. INGRAM, AND ROBIN BIGELOW INGRAM PATTON, as Co-Trustees By: /s/ Orrin H. Ingram -------------------------------------- Name: Orrin H. Ingram Title: Co-Trustee By: /s/ John R. Ingram -------------------------------------- Name: John R. Ingram Title: Co-Trustee By: /s/ David B. Ingram -------------------------------------- Name: David B. Ingram Title: Co-Trustee By: /s/ Robin Bigelow Ingram Patton -------------------------------------- Name: Robin Bigelow Ingram Patton Title: Co-Trustee E. BRONSON INGRAM 1994 CHARITABLE LEAD ANNUITY TRUST By: ORRIN H. INGRAM, JOHN R. INGRAM, DAVID B. INGRAM, AND ROBIN B. INGRAM PATTON, as Co-Trustees By: /s/ Orrin H. Ingram -------------------------------------- Name: Orrin H. Ingram Title: Co-Trustee By: /s/ John R. Ingram -------------------------------------- Name: John R. Ingram Title: Co-Trustee By: /s/ David B. Ingram -------------------------------------- Name: David B. Ingram Title: Co-Trustee By: /s/ Robin B. Ingram Patton -------------------------------------- Name: Robin B. Ingram Patton Title: Co-Trustee TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President THE ORRIN H. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF ORRIN H. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President THE JOHN R. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF JOHN R. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President THE JOHN AND STEPHANIE INGRAM FAMILY 1996 GENERATION SKIPPING TRUST By: WILLIAM S. JONES, as Trustee By: /s/ William S. Jones -------------------------------------- Name: William S. Jones Title: Trustee TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH E. BRONSON DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President THE DAVID B. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF DAVID B. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President DAVID AND SARAH INGRAM FAMILY 1996 GENERATION SKIPPING TRUST By: THOMAS H. LUNN, as Trustee By: /s/ Thomas H. Lunn -------------------------------------- Name: Thomas H. Lunn Title: Trustee TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 By: SUNTRUST BANK, ATLANTA AND MARTHA R. INGRAM, as Co-Trustees By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President By: /s/ Martha R. Ingram -------------------------------------- Name: Martha R. Ingram Title: Co-Trustee TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 By: SUNTRUST BANK, ATLANTA, Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President THE ROBIN INGRAM PATTON IRREVOCABLE TRUST DATED JULY 9, 1992 By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President TRUST FOR THE BENEFIT OF ROBIN B. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED By: SUNTRUST BANK, ATLANTA, as Co-Trustee By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President SUNTRUST BANK, ATLANTA By: -------------------------------------- Name: Thomas A. Shanks, Jr. Title: First Vice President -----END PRIVACY-ENHANCED MESSAGE-----