-----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, VOlrG0ATZfO/dm/F6tcA0RbHE63beMC1G/Kb+vVFwdu7Ikh4c2WCmmkgfRR7PQzE nemeFuBdSXF5lN2fVYgzxA== 0000950103-01-000142.txt : 20010223 0000950103-01-000142.hdr.sgml : 20010223 ACCESSION NUMBER: 0000950103-01-000142 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010214 GROUP MEMBERS: C.B. PATTON/MINOR'S TRUST EST BY R. I. PATTON U/A 12/19/97 GROUP MEMBERS: DAVID AND SARAH INGRAM FAMILY 1996 GENERATION SKIPPING TRUST GROUP MEMBERS: DAVID B. INGRAM GROUP MEMBERS: E. BRONSON INGRAM 1994 CHARITABLE LEAD ANNUITY TRUST GROUP MEMBERS: E. BRONSON INGRAM 1995 CHARITABLE REMAINDER 5% UNITRUST GROUP MEMBERS: INGRAM CHARITABLE FUND, INC. GROUP MEMBERS: INGRAM DAVID R GROUP MEMBERS: JOHN R. INGRAM GROUP MEMBERS: MARTHA AND BRONSON INGRAM FOUNDATION GROUP MEMBERS: MARTHA R. INGRAM GROUP MEMBERS: ORRIN H. INGRAM, II GROUP MEMBERS: QTIP MARITAL TRUST C/U E. B. INGRAM REVOCABLE T/A 1/4/95 GROUP MEMBERS: R.I. PATTON/MINOR'S TRUST EST BY R.I.PATTON U/A 12/19/97 GROUP MEMBERS: ROBIN B. INGRAM PATTON GROUP MEMBERS: SUNTRUST BANK, ATLANTA GROUP MEMBERS: THE DAVID B. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 GROUP MEMBERS: THE DAVID BRONSON INGRAM ANNUITY TRUST 1999 GROUP MEMBERS: THE DAVID BRONSON INGRAM ANNUITY TRUST 2000 GROUP MEMBERS: THE DAVID BRONSON INGRAM ANNUITY TRUST NO. 2 1999 GROUP MEMBERS: THE DAVID BRONSON INGRAM ANNUITY TRUST NO. 3 1999 GROUP MEMBERS: THE J. AND S. INGRAM FAMILY 1996 GENERATION SKIPPING TRUST GROUP MEMBERS: THE JOHN R. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 GROUP MEMBERS: THE JOHN RIVERS INGRAM ANNUITY TRUST 1999 GROUP MEMBERS: THE JOHN RIVERS INGRAM ANNUITY TRUST 2000 GROUP MEMBERS: THE O. AND S. INGRAM FAMILY 1997 GENERATION SKIPPING TRUST GROUP MEMBERS: THE ORRIN H. INGRAM ANNUITY TRUST 1999 GROUP MEMBERS: THE ORRIN H. INGRAM IRREVOCABLE TRUST DATED 7/9/92 GROUP MEMBERS: THE ROBIN I. PATTON IRREVOCABLE TRUST DATED 7/9/92 GROUP MEMBERS: TRUST FOR D. B. INGRAM ESTABLISHED BY M. R. RIVERS GROUP MEMBERS: TRUST FOR D. B. INGRAM, U/A WITH E. B. INGRAM 10/27/67 GROUP MEMBERS: TRUST FOR D. B. INGRAM, U/A WITH E. B. INGRAM 6/14/68 GROUP MEMBERS: TRUST FOR D. B. INGRAM, U/A WITH H. B. INGRAM 12/22/75 GROUP MEMBERS: TRUST FOR J. R. INGRAM, U/A WITH E. B. INGRAM 10/27/67 GROUP MEMBERS: TRUST FOR J. R. INGRAM, U/A WITH E. B. INGRAM 6/14/68 GROUP MEMBERS: TRUST FOR J. R. INGRAM, U/AT WITH H. B. INGRAM 9/22/75 GROUP MEMBERS: TRUST FOR J.R. INGRAM ESTABLISHED BY M.R. RIVERS GROUP MEMBERS: TRUST FOR O. H. INGRAM, II, U/A E.B. INGRAM 6/14/68 GROUP MEMBERS: TRUST FOR O.H. INGRAM ESTAB. BY M. R. RIVERS U/A 4/30/82 GROUP MEMBERS: TRUST FOR O.H. INGRAM, II, U/A E.B. INGRAM 10/27/67 GROUP MEMBERS: TRUST FOR O.H.INGRAM, II, U/A HORTENSE B. INGRAM 12/22/75 GROUP MEMBERS: TRUST FOR R. BIGELOW INGRAM, U/A WITH E. B. INGRAM 10/27/67 GROUP MEMBERS: TRUST FOR R. BIGELOW INGRAM, U/A WITH E. B. INGRAM 6/14/68 GROUP MEMBERS: TRUST FOR R. BIGELOW INGRAM, U/A WITH H. B. INGRAM 12/22/5 GROUP MEMBERS: TRUST FOR R.B. INGRAM EST BY M. R. RIVERS U/A 4/30/82 GROUP MEMBERS: U/A OF TRUST ORIGINALLY DATED 4/30/82, AS AMENDED GROUP MEMBERS: U/A OF TRUST ORIGINALLY DATED 4/30/82, AS AMENDED. GROUP MEMBERS: U/A TRUST 12/27/94 GROUP MEMBERS: W.R. PATTON/MINOR'S TRUST EST BY R.C. PATTON 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: 1543491 BUSINESS ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92799 BUSINESS PHONE: 7145661000 MAIL ADDRESS: STREET 1: 1600 E ST ANDREW PLACE CITY: SANTA ANA STATE: CA ZIP: 92799 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 0001.txt 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. 4) Ingram Micro Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $0.01 - -------------------------------------------------------------------------------- (Title of Class of Securities) 457153 10 4 - -------------------------------------------------------------------------------- (CUSIP Number) Page 1 of 71 Pages Exhibit Index on Page 64 CUSIP NO. 457153 10 4 13G Page 2 of 71 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 2,150,818 Person With 6. SHARED VOTING POWER 66,514,137 7. SOLE DISPOSITIVE POWER 2,150,818 8. SHARED DISPOSITIVE POWER 66,514,137 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 68,664,955 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 47.6% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 10 4 13G Page 3 of 71 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 3,181,213 Person With 6. SHARED VOTING POWER 51,071,290 7. SOLE DISPOSITIVE POWER 3,181,213 8. SHARED DISPOSITIVE POWER 51,071,290 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,252,503 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 41.8% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 10 4 13G Page 4 of 71 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 1,925,196 Person With 6. SHARED VOTING POWER 62,564,290 7. SOLE DISPOSITIVE POWER 1,925,196 8. SHARED DISPOSITIVE POWER 62,564,290 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 64,489,486 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 46.0% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 10 4 13G Page 5 of 71 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 2,500,921 Person With 6. SHARED VOTING POWER 51,071,290 7. SOLE DISPOSITIVE POWER 2,500,921 8. SHARED DISPOSITIVE POWER 51,071,290 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 53,572,211 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 41.5% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 10 4 13G Page 6 of 71 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 322,077 Person With 6. SHARED VOTING POWER 50,964,836 7. SOLE DISPOSITIVE POWER 322,077 8. SHARED DISPOSITIVE POWER 50,964,836 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 51,286,913 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 40.4% 12. TYPE OF REPORTING PERSON IN CUSIP NO. 457153 10 4 13G Page 7 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 49,099,259 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 49,099,259 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,099,259 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 39.3% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 8 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 814,817 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 814,817 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 814,817 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 9 of 71 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 106,454 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 106,454 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,454 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 10 4 13G Page 10 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. E. Bronson Ingram 1994 Charitable Lead Annuity Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 1,865,577 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 1,865,577 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,865,577 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 10 4 13G Page 11 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Ingram Charitable Fund, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 11,493,000 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 11,493,000 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,493,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 12 of 71 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 -0- Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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 10 4 13G Page 13 of 71 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 -0- Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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 10 4 13G Page 14 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for Orrin Henry Ingram, II, Under Agreement with Hortense B. Ingram Dated December 22, 1975 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 75,916 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 75,916 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,916 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 15 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The Orrin H. Ingram Irrevocable Trust Dated July 9, 1992 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b)[X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 71,007 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 71,007 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,007 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 16 of 71 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 10 4 13G Page 17 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The Orrin H. Ingram Annuity Trust 1999 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting -0- Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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 10 4 13G Page 18 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The Orrin and Sara Ingram Family 1997 Generation Skipping Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 35,000 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 35,000 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 19 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 347,387 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 347,387 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 347,387 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 20 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 926,365 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 926,365 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 926,365 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 21 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 75,916 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 75,916 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,916 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 22 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The John R. Ingram Irrevocable Trust Dated July 9, 1992 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 71,007 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 71,007 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,007 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 23 of 71 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 10 4 13G Page 24 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The John and Stephanie Ingram Family 1996 Generation Skipping Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 31,497 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 31,497 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,497 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 25 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The John Rivers Ingram Annuity Trust 1999 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting -0- Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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 10 4 13G Page 26 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The John Rivers Ingram Annuity Trust 2000 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 900,000 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 900,000 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 27 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 652,313 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 652,313 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 652,313 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 28 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 1,739,921 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 1,739,921 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,739,921 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 29 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for David B. Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 142,586 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 142,586 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,586 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 30 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The David B. Ingram Irrevocable Trust Dated July 9, 1992 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 133,365 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 133,365 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 133,365 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 31 of 71 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 10 4 13G Page 32 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. David and Sarah Ingram Family 1996 Generation Skipping Trust 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 59,157 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 59,157 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 59,157 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 33 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The David Bronson Ingram Annuity Trust 1999 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting -0- Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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 10 4 13G Page 34 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The David Bronson Ingram Annuity Trust No. 2 1999 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting -0- Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER -0- 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- 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 10 4 13G Page 35 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The David Bronson Ingram Annuity Trust No. 3 1999 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 244,408 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 244,408 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 244,408 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 36 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The David Bronson Ingram Annuity Trust 2000 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 500,000 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 500,000 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500,000 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 37 of 71 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 426,365 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 426,365 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 426,365 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 38 of 71 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 1,352,729 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 1,352,729 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,352,729 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.8% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 39 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Trust for Robin Bigelow Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 75,926 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 75,926 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,926 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 40 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Minnesota Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 71,007 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 71,007 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,007 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.1% 12. TYPE OF REPORTING PERSON OO CUSIP NO. 457153 10 4 13G Page 41 of 71 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 10 4 13G Page 42 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Wilson Rivers Patton/Minor's Trust Established by Richard Patton Under Agreement of Trust Dated December 27, 1994 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 2,608 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 2,608 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608 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 10 4 13G Page 43 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Reid Ingram Patton/Minor's Trust Established by Robin Ingram Patton Under Agreement of Trust Dated December 19, 1997 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 2,608 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 2,608 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608 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 10 4 13G Page 44 of 71 1. NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. Crawford Bronson Patton/Minor's Trust Established by Robin Ingram Patton Under Agreement Dated December 19, 1997 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Georgia Number of Shares 5. SOLE VOTING POWER Beneficially Owned by Each Reporting 2,608 Person With 6. SHARED VOTING POWER -0- 7. SOLE DISPOSITIVE POWER 2,608 8. SHARED DISPOSITIVE POWER -0- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,608 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 10 4 13G Page 45 of 71 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 378,168 Person With 6. SHARED VOTING POWER 6,950,741 7. SOLE DISPOSITIVE POWER 378,168 8. SHARED DISPOSITIVE POWER 6,950,741 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,328,909 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.8% 12. TYPE OF REPORTING PERSON BK CUSIP NO. 457153 10 4 13G Page 46 of 71 Item 1(a). Name of Issuer: Ingram Micro Inc. (the "Company") Item 1(b). Address of Issuer's Principal Executive Offices: 1600 E. St. Andrew Place Santa Ana, CA 92705 Item 2(a). Name of Persons Filing: Martha R. Ingram Orrin H. Ingram, II John R. Ingram David B. Ingram Robin B. Ingram Patton QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995 ("QTIP Trust") E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust ("Charitable Remainder") Martha and Bronson Ingram Foundation ("Foundation") E. Bronson Ingram 1994 Charitable Lead Annuity Trust ("Charitable Lead") Ingram Charitable Fund, Inc. ("Charitable Fund") Trust for Orrin Henry Ingram, II, Under Agreement with E. Bronson Ingram Dated October 27, 1967 ("OHI '67 Trust") Trust for Orrin Henry Ingram, II, Under Agreement with E. Bronson Ingram Dated June 14, 1968 ("OHI '68 Trust") Trust for Orrin Henry Ingram, II, Under Agreement with Hortense B. Ingram Dated December 22, 1975 ("OHI '75 Trust") CUSIP NO. 457153 10 4 13G Page 47 of 71 The Orrin H. Ingram Irrevocable Trust Dated July 9, 1992 ("OHI '92 Trust") Trust for the Benefit of Orrin H. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended ("OHI '82 Trust") The Orrin H. Ingram Annuity Trust 1999 ("OHI '99 Trust") The Orrin and Sara Ingram Family 1997 Generation Skipping Trust ("OSI Family '97 Trust") Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 ("JRI '67 Trust") Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 ("JRI '68 Trust") Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 ("JRI '75 Trust") The John R. Ingram Irrevocable Trust Dated July 9, 1992 ("JRI '92 Trust") Trust for the Benefit of John R. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended ("JRI '82 Trust") The John and Stephanie Ingram Family 1996 Generation Skipping Trust (" JRI Family Trust") The John Rivers Ingram Annuity Trust 1999 ("JRI '99 Trust") The John Rivers Ingram Annuity Trust 2000 ("JRI '00 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") CUSIP NO. 457153 10 4 13G Page 48 of 71 Trust for David B. Ingram, Under Agreement with Hortense E. Ingram Dated December 22, 1975 ("DBI '75 Trust") The David B. Ingram Irrevocable Trust Dated July 9, 1992 ("DBI '92 Trust") Trust for the Benefit of David B. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended ("DBI '82 Trust") David and Sarah Ingram Family 1996 Generation Skipping Trust ("DBI Family Trust") The David Bronson Ingram Annuity Trust 1999 ("DBI '99 Trust") The David Bronson Ingram Annuity Trust No.2 1999("DBI No. 2 '99 Trust") The David Bronson Ingram Annuity Trust No. 3 1999 ("DBI No. 3 '99 Trust") The David Bronson Ingram Annuity Trust 2000 ("DBI '00 Trust") Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 ("RBI '67 Trust") Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 ("RBI '68 Trust") Trust for Robin Bigelow Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 ("RBI '75 Trust") The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992 ("RBI '92 Trust") Trust for the Benefit of Robin B. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended ("RBI '82 Trust ") Wilson Rivers Patton/Minor's Trust ("WRP Trust") Reid Ingram Patton/Minor's Trust ("RIP Trust") CUSIP NO. 457153 10 4 13G Page 49 of 71 Crawford Bronson Patton/Minor's Trust ("CBP Trust") SunTrust Bank, Atlanta ("SunTrust") In accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information contained herein concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Item 2(b). Address of Principal Business Office or, if None, Residence: The business address of each of Martha R. Ingram, Orrin H. Ingram and John R. Ingram, II is c/o Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, TN 37205. The business address of David B. Ingram is c/o Ingram Entertainment Inc., 2 Ingram Boulevard, La Vergne, TN 37089. The address of Robin B. Ingram Patton is c/o Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, TN 37205. The address of QTIP Trust, Foundation and Charitable Lead is c/o Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, TN 37205. The address of Charitable Remainder is c/o Martha R. Ingram, Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, TN 37205. CUSIP NO. 457153 10 4 13G Page 50 of 71 The address of Charitable Fund is c/o Martha R. Ingram, Ingram Industries Inc., One Belle Meade Place, 4400 Harding Road, Nashville, TN 37205. The address of each of OHI '67 Trust, OHI '68 Trust, OHI '75 Trust, JRI '67 Trust, JRI '68 Trust, JRI '75 Trust, DBI '67 Trust, DBI '68 Trust, DBI '75 Trust, RBI '67 Trust, RBI '68 Trust, RBI '75 Trust, WRP Trust, RIP Trust and CBP Trust is c/o SunTrust Bank, Atlanta, Attn: Thomas A. Shanks, Jr., Trust Company Tower, 25 Park Place, 2nd Floor, Atlanta, GA 30303. The address of each of OHI '92 Trust, OHI '82 Trust, OHI '99 Trust, OSI Family '97 Trust, JRI '92 Trust, JRI '82 Trust, JRI '99 Trust, JRI '00 Trust, JRI Family Trust, DBI '92 Trust, DBI '82 Trust, RBI '92 Trust, RBI '82 Trust and JRI Family Trust is c/o William S. Jones, Ingram Industries Inc., 4400 Harding Road, Nashville, TN 37205. The address of DBI Family Trust, DBI '99 Trust, DBI No. 2 '99 Trust, DBI No. 3 '99 Trust and DBI '00 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 CUSIP NO. 457153 10 4 13G Page 51 of 71 Item 2(e). CUSIP Number: 457153 10 4 Item 3. Type of Reporting Person: N/A Item 4. Ownership: (a), (b) and (c) The entities named in Exhibit 1 (excluding SunTrust) (the "Shareholders") and the Company have entered into or agreed to be bound by a Board Representation Agreement (as Amended, the "Agreement") dated as of November 6, 1996. Except as described in footnote (14) 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, 2000, there were outstanding 75,772,522 shares of Class A Common Stock and 70,409,806 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. CUSIP NO. 457153 10 4 13G Page 52 of 71 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, 2000 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 12/31/00(1)(2) 12/31/00(2) 12/31/00(3) - ------------------------------------------------------------------------- Martha R. Ingram 68,664,955(4)(5) 47.6% 47.0% Orrin H. Ingram, II 54,252,503(5)(6) 41.8% 37.1% John R. Ingram 64,489,486(5)(7) 46.0% 44.1% David B. Ingram 53,572,211(8) 41.5% 36.6% Robin B. Ingram 51,286,913(5)(9) 40.4% 35.1% Patton QTIP Trust 49,099,259 39.3% 33.6% Charitable 814,817 1.1% 0.6% Remainder Foundation 106,454(10) 0.1% 0.1% Charitable Lead 1,865,577 2.4% 1.3% Charitable Fund 11,493,000(11) 15.2% 7.9% OHI '67 Trust 0 0.0% 0.0% OHI '68 Trust 0 0.0% 0.0% CUSIP NO. 457153 10 4 13G Page 53 of 71 % Class A Beneficial Common Stock % Common Ownership at at Equity at 12/31/00(1)(2) 12/31/00(2) 12/31/00(3) - ------------------------------------------------------------------------- OHI '75 Trust 75,916 0.1% 0.1% OHI '92 Trust 71,007 0.1% 0.0% OHI '82 Trust 6,892 0.0% 0.0% OHI '99 Trust 0 0.0% 0.0% OSI Family '97 Trust 35,000 0.0% 0.0% JRI '67 Trust 347,387(12) 0.5% 0.2% JRI '68 Trust 926,365(13) 1.2% 0.6% JRI '75 Trust 75,916 0.1% 0.1% JRI '92 Trust 71,007 0.1% 0.0% JRI '82 Trust 6,892 0.0% 0.0% JRI Family Trust 31,497 0.0% 0.0% JRI '99 Trust 0 0.0% 0.0% JRI '00 Trust 900,000 1.2% 0.6% DBI '67 Trust 652,313 0.9% 0.4% DBI '68 Trust 1,739,921 2.2% 1.2% DBI '75 Trust 142,586 0.2% 0.1% DBI '92 Trust 133,365 0.2% 0.1% DBI '82 Trust 12,945 0.0% 0.0% DBI Family Trust 59,157 0.1% 0.0% DBI '99 Trust 0 0.0% 0.0% DBI No. 2 '99 0 0.0% 0.0% Trust DBI No. 3 '99 Trust 244,408 0.3% 0.2% CUSIP NO. 457153 10 4 13G Page 54 of 71 % Class A Beneficial Common Stock % Common Ownership at at Equity at 12/31/00(1)(2) 12/31/00(2) 12/31/00(3) - ------------------------------------------------------------------------- DBI '00 Trust 500,000 0.7% 0.3% RBI '67 Trust 926,365 1.2% 0.6% RBI '68 Trust 1,852,729 2.4% 1.3% RBI '75 Trust 75,926 0.1% 0.1% RBI '92 Trust 71,007 0.1% 0.0% RBI '82 Trust 6,892 0.0% 0.0% WRP Trust 2,608 0.0% 0.0% RIP Trust 2,608 0.0% 0.0% CBP Trust 2,608 0.0% 0.0% SunTrust 7,328,909(14) 8.8% 5.0%
(1) Each person has sole voting and dispositive power with respect to the shares shown as beneficially owned, except as indicated below. (2) Pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as used in this table, "beneficial ownership" means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. A person is deemed as of any date to have "beneficial ownership" of any security that such person has a right to acquire within 60 days after such date. For purposes of calculating the ownership percentage of any person named above, any securities that any person other than such person has the right to acquire within 60 days of such date are not deemed to be outstanding. (3) "Common Equity" means the Class A Common Stock and the Class B Common Stock. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. (4) Includes 1,316,002 shares of Class B Common Stock and options exercisable for 19,999 shares of Class A Common Stock held by Martha R. Ingram. Also includes the shares held by Charitable Remainder, with respect to which Martha R. Ingram acts as trustee. Also includes the shares CUSIP NO. 457153 10 4 13G Page 55 of 71 held by QTIP Trust, Foundation, Charitable Fund, OHI '67 Trust, OHI '68 Trust, OHI '75 Trust, JRI '67 Trust, JRI '68 Trust, JRI '75 Trust, DBI '67 Trust, DBI '68 Trust, DBI '75 Trust, RBI '67 Trust, RBI '68 Trust and RBI '75 Trust, with respect to which Martha R. Ingram acts as a trustee and shares voting and dispositive power. (5) Excludes 231,000 shares of Class A Common Stock held by Ingram Industries Inc. ("Ingram Industries"). Each of Martha R. Ingram, Orrin H. Ingram, II, John R. Ingram and Robin B. Ingram Patton are principal stockholders of Ingram Industries, and may be deemed to be beneficial owners of the shares held by Ingram Industries. (6) Includes 3,124,423 shares of Class B Common Stock, 22,022 shares of Class A Common Stock and options exercisable for 34,768 shares of Class A Common Stock held by Orrin H. Ingram, II. Also includes the shares held by QTIP Trust, Foundation, Charitable Lead and OHI '99 Trust, with respect to which Orrin H. Ingram, II acts as a trustee and shares voting and dispositive power. (7) Includes 963,439 shares of Class B Common Stock and options exercisable for 61,757 shares of Class A Common Stock held by John R. Ingram. Also includes the shares held by QTIP Trust, Foundation, Charitable Lead, Charitable Fund, JRI '99 Trust and JRI '00 Trust, with respect to which John R. Ingram acts as a trustee and shares voting and dispositive power. (8) Includes 1,661,513 shares of Class B Common Stock and 95,000 shares of Class A Common Stock. Also includes the shares held by QTIP Trust, Foundation, Charitable Lead, DBI '99 Trust, DBI No. 2 '99 Trust, DBI No. 3 '99 Trust and DBI '00 Trust, with respect to which David B. Ingram acts as a trustee and shares voting and dispositive power. Excludes 2,089 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 133,682 shares of Class B Common Stock and 188,395 shares of Class A 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. CUSIP NO. 457153 10 4 13G Page 56 of 71 (10) Represents shares of Class A Common Stock. (11) Represents shares of Class A Common Stock. (12) Includes 500,000 shares of Class A Common Stock. (13) Includes 500,000 shares of Class A Common Stock. (14) Includes the shares held by OHI '67 Trust, OHI '68 Trust, OHI '75 Trust, OHI '82 Trust, OHI '92 Trust, OSI Family '97 Trust, JRI '67 Trust, JRI '68 Trust, JRI '75 Trust, JRI Family Trust, JRI '82 Trust, JRI '92 Trust, DBI '67 Trust, DBI '68 Trust, DBI '75 Trust, DBI '82 Trust, DBI '92 Trust, DBI Family Trust, RBI '67 Trust, RBI '68 Trust, RBI '75 Trust, RBI '82 Trust and RBI '92 Trust, WRP Trust, RIP Trust and CBP Trust, with respect to which SunTrust, Atlanta acts as a trustee and shares voting and dispositive power. All shares described below are not subject to the Agreement: Excludes 29,700 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 shared voting and dispositive power with respect to 1,000 of these shares. SunTrust Banks, Inc. and its affiliates held an additional 28,700 shares of Class A Common Stock, which are also excluded in the table above, in non-discretionary accounts. SunTrust Banks, Inc. and each of its affiliates disclaim any beneficial interest in all shares of Common Equity it held. Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A CUSIP NO. 457153 10 4 13G Page 57 of 71 Item 8. Identification and Classification of Members of the Group: See Exhibit 1 CUSIP NO. 457153 10 4 13G Page 58 of 71 Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: N/A ------------------------- CUSIP NO. 457153 10 4 13G Page 59 of 71 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, 2001 LILY YAN AREVALO For each of: Martha R. Ingram Orrin H. Ingram, II John R. Ingram David B. Ingram Robin B. Ingram Patton Martha R. Ingram, Orrin H. Ingram, II, John R. Ingram, David B. Ingram and Robin B. Ingram Patton as co-trustees for the QTIP MARITAL TRUST CREATED UNDER THE E. BRONSON INGRAM REVOCABLE TRUST AGREEMENT DATED JANUARY 4, 1995 Martha R. Ingram as trustee for the E. BRONSON INGRAM 1995 CHARITABLE REMAINDER 5% UNITRUST Orrin H. Ingram, John R. Ingram, David B. Ingram and Robin B. Ingram Patton as co-trustees for the MARTHA AND BRONSON INGRAM FOUNDATION CUSIP NO. 457153 10 4 13G Page 60 of 71 Orrin H. Ingram, John R. Ingram, David B. Ingram and Robin B. Ingram Patton as co-trustees for the E. BRONSON INGRAM 1994 CHARITABLE LEAD ANNUITY TRUST Martha R. Ingram and John R. Ingram as co-trustees for the INGRAM CHARITABLE FUND, INC. SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 SunTrust Bank, Atlanta as trustee for the TRUST FOR ORRIN HENRY INGRAM, II, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 SunTrust Bank, Atlanta as trustee for THE ORRIN H. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 CUSIP NO. 457153 10 4 13G Page 61 of 71 SunTrust Bank, Atlanta as trustee for the TRUST FOR THE BENEFIT OF ORRIN H. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED Orrin H. Ingram, as Trusteee for the ORRIN H. INGRAM ANNUITY TRUST 1999 ORRIN AND SARA INGRAM FAMILY 1997 GENERATION SKIPPING TRUST SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 SunTrust Bank, Atlanta as trustee for the TRUST FOR JOHN RIVERS INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 SunTrust Bank, Atlanta as co-trustee for THE JOHN R. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 SunTrust Bank, Atlanta as co-trustee of the TRUST FOR THE BENEFIT OF JOHN R. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED William S. Jones as trustee for THE JOHN AND STEPHANIE INGRAM FAMILY 1996 GENERATION SKIPPING TRUST John R. Ingram, as Trustee for THE JOHN RIVERS INGRAM ANNUITY TRUST 1999 John R. Ingram, as Trustee for THE JOHN RIVERS INGRAM ANNUITY TRUST 2000 CUSIP NO. 457153 10 4 13G Page 62 of 71 SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH E. BRONSON DATED JUNE 14, 1968 SunTrust Bank, Atlanta as trustee for the TRUST FOR DAVID B. INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 SunTrust Bank, Atlanta as trustee for THE DAVID B. INGRAM IRREVOCABLE TRUST DATED JULY 9, 1992 SunTrust Bank, Atlanta as co-trustee for the TRUST FOR THE BENEFIT OF DAVID B. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED Thomas H. Lunn as trustee for the DAVID AND SARAH INGRAM FAMILY 1996 GENERATION SKIPPING TRUST David B. Ingram as trustee for THE DAVID BRONSON INGRAM ANNUITY TRUST 1999 David B. Ingram as trustee for THE DAVID BRONSON INGRAM ANNUITY TRUST NO. 2 1999 David B. Ingram as trustee for THE DAVID BRONSON INGRAM ANNUITY TRUST NO. 3 1999 David B. Ingram as trustee for THE DAVID BRONSON INGRAM ANNUITY TRUST 2000 SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED OCTOBER 27, 1967 CUSIP NO. 457153 10 4 13G Page 63 of 71 SunTrust Bank, Atlanta and Martha R. Ingram as co-trustees for the TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH E. BRONSON INGRAM DATED JUNE 14, 1968 SunTrust Bank, Atlanta as trustee for the TRUST FOR ROBIN BIGELOW INGRAM, UNDER AGREEMENT WITH HORTENSE B. INGRAM DATED DECEMBER 22, 1975 SunTrust Bank, Atlanta as co-trustee for THE ROBIN INGRAM PATTON IRREVOCABLE TRUST DATED JULY 9, 1992 SunTrust Bank, Atlanta as co-trustee for the TRUST FOR THE BENEFIT OF ROBIN B. INGRAM ESTABLISHED BY MARTHA R. RIVERS UNDER AGREEMENT OF TRUST ORIGINALLY DATED APRIL 30, 1982, AS AMENDED SunTrust Bank, Atlanta as trustee for the WILSON RIVERS PATTON/MINOR'S TRUST ESTABLISHED BY RICHARD C. PATTON UNDER AGREEMENT OF TRUST DATED DECEMBER 27, 1994 SunTrust Bank, Atlanta as trustee for the REID INGRAM PATTON/MINOR'S TRUST ESTABLISHED BY ROBIN INGRAM PATTON UNDER AGREEMENT DATED DECEMBER 19, 1997 SunTrust Bank, Atlanta as trustee for the CRAWFORD BRONSON PATTON/MINOR'S TRUST ESTABLISHED BY ROBIN INGRAM PATTON UNDER AGREEMENT DATED DECEMBER 19, 1997 SUNTRUST BANK, ATLANTA /s/Lily Yan Arevalo ------------------------------------- Name: Lily Yan Arevalo Title: Attorney-in-Fact CUSIP NO. 457153 10 4 13G Page 64 of 71 Exhibit Index Exhibit Page - ------------- ------ 1. Names of Reporting Persons 65 2. Power of Attorney for The John Rivers 68 Ingram Annuity Trust 2000 3. Power of Attorney for The David Bronson 70 Ingram Annuity Trust 2000 4. Powers of Attorney for all other filers (incorporated by reference to Exhibit 2 to Schedule 13G Amendment Nos. 1 and 2 filed on February 17, 1998 and February 9, 1999, and Exhibits 2, 3, 4 and 5 to Schedule 13G Amendment No. 3 filed on February 14, 2000)
EX-1 2 0002.txt CUSIP NO. 457153 10 4 13G Page 65 of 71 EXHIBIT 1 Names of Reporting Persons 1. Martha R. Ingram 2. Orrin H. Ingram, II 3. John R. Ingram 4. David B. Ingram 5. Robin B. Ingram Patton 6. QTIP Marital Trust Created Under the E. Bronson Ingram Revocable Trust Agreement Dated January 4, 1995 7. E. Bronson Ingram 1995 Charitable Remainder 5% Unitrust 8. Martha and Bronson Ingram Foundation 9. E. Bronson Ingram 1994 Charitable Lead Annuity Trust 10. Ingram Charitable Fund, Inc. 11. Trust for Orrin Henry Ingram, II, Under Agreement with E. Bronson Ingram Dated October 27, 1967 12. Trust for Orrin Henry Ingram, II, Under Agreement with E. Bronson Ingram Dated June 14, 1968 13. Trust for Orrin Henry Ingram, II, Under Agreement with Hortense B. Ingram Dated December 22, 1975 14. The Orrin H. Ingram Irrevocable Trust Dated July 9, 1992 15. Trust for The Benefit Of Orrin H. Ingram Established by Martha R. Rivers Under Agreement Of Trust Originally Dated April 30, 1982, as Amended 16. The Orrin H. Ingram Annuity Trust 1999 17. The Orrin and Sara Ingram Family 1997 Generation Skipping Trust 18. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 19. Trust for John Rivers Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 CUSIP NO. 457153 10 4 13G Page 66 of 71 20. Trust for John Rivers Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 21. The John R. Ingram Irrevocable Trust Dated July 9, 1992 22. Trust for the Benefit of John R. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended 23. The John and Stephanie Ingram Family 1996 Generation Skipping Trust 24. The John Rivers Ingram Annuity Trust 1999 25. The John Rivers Ingram Annuity Trust 2000 26. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 27. Trust for David B. Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 28. Trust for David B. Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 29. The David B. Ingram Irrevocable Trust Dated July 9, 1992 30. Trust for the Benefit of David B. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended. 31. David and Sarah Ingram Family 1996 Generation Skipping Trust 32. The David Bronson Ingram Annuity Trust 1999 33. The David Bronson Ingram Annuity Trust No. 2 1999 34. The David Bronson Ingram Annuity Trust No. 3 1999 35. The David Bronson Ingram Annuity Trust 2000 36. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram Dated October 27, 1967 37. Trust for Robin Bigelow Ingram, Under Agreement with E. Bronson Ingram Dated June 14, 1968 CUSIP NO. 457153 10 4 13G Page 67 of 71 38. Trust for Robin Bigelow Ingram, Under Agreement with Hortense B. Ingram Dated December 22, 1975 39. The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992 40. Trust for the Benefit of Robin B. Ingram Established by Martha R. Rivers Under Agreement of Trust Originally Dated April 30, 1982, as Amended 41. Wilson Rivers Patton/Minor's Trust Established by Richard C. Patton Under Agreement of Trust Dated December 27, 1994 42. Reid Ingram Patton/Minor's Trust Established by Robin Ingram Patton Under Agreement Dated December 19, 1997 43. Crawford Bronson Patton/Minor's Trust Established by Robin Ingram Patton Under Agreement Dated December 19, 1997 44. SunTrust Bank, Atlanta EX-2 3 0003.txt CUSIP NO. 457153 10 4 13G Page 68 of 71 Exhibit 2 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints each of Lily Yan Arevalo and James E. Anderson, Jr., signing singly, the undersigned's true and lawful attorneys-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as a beneficial owner of stock of Ingram Micro Inc. (the "Company"), any Schedule 13G or Schedule 13D, or any amendment thereto (collectively, the "Schedules"), in accordance with the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedules and timely file such Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, in serving in such capacity at the request CUSIP NO. 457153 10 4 13G Page 69 of 71 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 revokes any previous Power of Attorney executed in favor of any other entity or entities, person or persons for the purposes described herein. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 14th day of February, 2001. SIGNATURE THE JOHN RIVERS INGRAM ANNUITY TRUST 2000 By: John R. Ingram as Trustee By: /s/ John R. Ingram ------------------------------ John R. Ingram Trustee EX-3 4 0004.txt CUSIP NO. 457153 10 4 13G Page 70 of 71 Exhibit 3 POWER OF ATTORNEY Know all men by these presents, that the undersigned hereby constitutes and appoints each of Lily Yan Arevalo and James E. Anderson, Jr., signing singly, the undersigned's true and lawful attorneys-in-fact to: 1. execute for and on behalf of the undersigned, in such undersigned's capacity as a beneficial owner of stock of Ingram Micro Inc. (the "Company"), any Schedule 13G or Schedule 13D, or any amendment thereto (collectively, the "Schedules") in accordance with the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of 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 CUSIP NO. 457153 10 4 13G Page 71 of 71 of the undersigned's responsibilities to comply with the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. By execution of this Power of Attorney, the undersigned hereby revokes any previous Power of Attorney executed in favor of any other entity or entities, person or persons for the purposes described herein. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 14th day of February, 2001. SIGNATURE THE DAVID BRONSON INGRAM ANNUITY TRUST 2000 By: David B. Ingram as Trustee By: /s/ David B. Ingram ------------------------------ David B. Ingram Trustee -----END PRIVACY-ENHANCED MESSAGE-----