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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. 6)
Ingram Micro Inc.
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(Name of Issuer)
Class A Common Stock, par value $0.01
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(Title of Class of Securities)
457153 10 4
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(CUSIP Number)
Page 1 of 33
Exhibit Index on Page 30
CUSIP NO. 457153 10 4 13G Page 2 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
2,089,120
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 29,175,713
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
2,089,120
8. SHARED DISPOSITIVE POWER
29,175,713
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,264,833
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
20.7%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 3 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
2,627,514
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 30,944,490
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
2,627,514
8. SHARED DISPOSITIVE POWER
30,944,490
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,572,004
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.3%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 4 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
2,606,234
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 30,944,490
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
2,606,234
8. SHARED DISPOSITIVE POWER
30,944,490
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,550,724
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
22.2%
12. TYPE OF REPORTING PERSON
IN
CUSIP NO. 457153 10 4 13G Page 5 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
29,099,259
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
29,099,259
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,099,259
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.3%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 6 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
814,817
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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)
0.5%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 7 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
76,454
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
76,454
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,454
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 8 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
1,768,777
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
1,768,777
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,768,777
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 9 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
75,916
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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 10 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
71,007
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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)
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 11 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
6,892
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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 12 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
35,000
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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 13 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
75,916
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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 14 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
71,007
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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)
0.0%
12. TYPE OF REPORTING PERSON
OO
CUSIP NO. 457153 10 4 13G Page 15 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
6,892
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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 16 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
31,497
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 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 17 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The John Rivers Ingram Annuity Trust 2001
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
5. SOLE VOTING POWER
307,702
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
307,702
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
307,702
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 18 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The John Rivers Ingram Annuity Trust 2002
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
5. SOLE VOTING POWER
592,298
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED -0-
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
592,298
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,298
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 10 4 13G Page 19 of 33
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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
5. SOLE VOTING POWER
151,832
6. SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 222,295
BY EACH REPORTING
PERSON WITH 7. SOLE DISPOSITIVE POWER
151,832
8. SHARED DISPOSITIVE POWER
222,295
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
374,127
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
BK
CUSIP NO. 457153 10 4 13G Page 20 of 33
Item 1(a). Name of Issuer:
Ingram Micro Inc. (the "Company")
Item 1(b). Address of Issuer's Principal Executive Offices:
1600 E. St. Andrew Place
Santa Ana, CA 92705
Item 2(a). Name of Person Filing:
Martha R. Ingram
Orrin H. Ingram, II
John R. Ingram
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 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")
The Orrin and Sara Ingram Family 1997 Generation Skipping Trust
("OHI Family '97 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")
CUSIP NO. 457153 10 4 13G Page 21 of 33
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 2001 ("JRI '01 Trust")
The John Rivers Ingram Annuity Trust 2002 ("JRI '02 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,
II and John R. Ingram 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, One Belle Meade Place, 4400 Harding Road, Nashville, TN
37205.
The address of each of OHI '75 Trust and JRI '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, OHI Family '97
Trust, JRI '92 Trust, JRI '82 Trust, JRI Family Trust, JRI '01
Trust and JRI '02 Trust is c/o William S. Jones, Ingram Industries
Inc., 4400 Harding Road, Nashville, TN 37205.
The address of SunTrust is Trust Company Tower, 25 Park Place, NE,
Atlanta, GA 30303.
CUSIP NO. 457153 10 4 13G Page 22 of 33
Item 2(c). Citizenship:
Each of the persons filing this statement is a United States
citizen, 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 10 4
Item 3. Type of Reporting Person:
N/A
CUSIP NO. 457153 10 4 13G Page 23 of 33
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 (7) below, all of the shares of Class A Common Stock, par
value $0.01 per share (the "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.
Pursuant to Amendment No. 2 to Board Representation Agreement dated
March 12, 2002, the following persons are no longer parties to the
Agreement:
David B. Ingram
Robin B. Ingram Patton
Ingram Charitable Fund, Inc.
Trust for Orrin Henry Ingram, II, Under Agreement with E.
Bronson Ingram Dated October 27, 1967
Trust for Orrin Henry Ingram, II, Under Agreement with E.
Bronson Ingram Dated June 14, 1968
Trust for John Rivers Ingram, Under Agreement with E. Bronson
Ingram Dated October 27, 1967
Trust for John Rivers Ingram, Under Agreement with E. Bronson
Ingram Dated June 14, 1968
Trust for David B. Ingram, Under Agreement with E. Bronson
Ingram Dated October 27, 1967
Trust for David B. Ingram, Under Agreement with E. Bronson
Ingram Dated June 14, 1968
Trust for David B. Ingram, Under Agreement with Hortense E.
Ingram Dated December 22, 1975
The David B. Ingram Irrevocable Trust Dated July 9, 1992
Trust for the Benefit of David B. Ingram Established by
Martha R. Rivers Under Agreement of Trust Originally Dated
April 30, 1982, as Amended
CUSIP NO. 457153 10 4 13G Page 24 of 33
David and Sarah Ingram Family 1996 Generation Skipping Trust
The David Bronson Ingram Annuity Trust 2000
The David Bronson Ingram Annuity Trust 2001
The David Bronson Ingram Annuity Trust No. 2 2001
Trust for Robin Bigelow Ingram, Under Agreement with E.
Bronson Ingram Dated October 27, 1967
Trust for Robin Bigelow Ingram, Under Agreement with E.
Bronson Ingram Dated June 14, 1968
Trust for Robin Bigelow Ingram, Under Agreement with Hortense
B. Ingram Dated December 22, 1975
The Robin Ingram Patton Irrevocable Trust Dated July 9, 1992
Trust for the Benefit of Robin B. Ingram Established by
Martha R. Rivers Under Agreement of Trust Originally Dated
April 30, 1982, as Amended
Wilson Rivers Patton/Minor's Trust
Reid Ingram Patton/Minor's Trust
Crawford Bronson Patton/Minor's Trust
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, 2002, there
were outstanding 150,797,983 shares of Common Stock. Each share of
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. The table below indicates the beneficial
ownership of Common Stock as of December 31, 2002 of the persons
filing this statement. Pursuant to Rule 13d-3 promulgated under the
Exchange Act, certain securities convertible into, or exchangeable
for, shares of Common Stock, may be deemed to be shares of Common
Stock for purposes of determining beneficial ownership. See
footnote (2) below.
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Beneficial
Ownership at % of Common Stock at
12/31/02 (1) (2) 12/31/02 (2)
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Martha R. Ingram 31,264,833 (3) (4) 20.7%
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Orrin H. Ingram, II 33,572,004 (4) (5) 22.3%
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CUSIP NO. 457153 10 4 13G Page 25 of 33
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Beneficial
Ownership at % of Common Stock at
12/31/02 (1) (2) 12/31/02 (2)
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John R. Ingram 33,550,724 (4) (6) 22.2%
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QTIP Trust 29,099,259 19.3%
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Charitable Remainder 814,817 0.5%
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Foundation 76,454 0.1%
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Charitable Lead 1,768,777 1.2%
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OHI '75 Trust 75,916 0.1%
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OHI '92 Trust 71,007 0.0%
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OHI '82 Trust 6,892 0.0%
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OHI Family '97 Trust 35,000 0.0%
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JRI '75 Trust 75,916 0.1%
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JRI '92 Trust 71,007 0.0%
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JRI '82 Trust 6,892 0.0%
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JRI Family Trust 31,497 0.0%
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JRI '01 Trust 307,702 0.2%
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JRI '02 Trust 592,298 0.4%
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SunTrust 374,127 (7) 0.2%
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(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 Exchange Act, 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.
CUSIP NO. 457153 10 4 13G Page 26 of 33
(3) Includes options exercisable for 38,469 shares of 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 held by QTIP
Trust and Foundation, with respect to which Martha R. Ingram
acts as a trustee and shares voting and dispositive power.
(4) Excludes 231,000 shares of Common Stock held by Ingram
Industries Inc. (the "Ingram Industries"). Each of Martha R.
Ingram, Orrin H. Ingram, II and John R. Ingram are principal
stockholders of Ingram Industries, and may be deemed to be
beneficial owners of the shares held by Ingram Industries.
(5) Includes options exercisable for 36,469 shares of 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.
(6) Includes options exercisable for 50,878 shares of Common
Stock held by John R. Ingram. Also includes the shares held
by QTIP Trust, Foundation, Charitable Lead, JRI '01 Trust and
JRI '02 Trust, with respect to which John R. Ingram acts as a
trustee and shares voting and dispositive power.
(7) Includes the shares held by OHI '75 Trust and JRI '75 Trust,
with respect to which SunTrust, Atlanta acts as a trustee and
has sole voting and dispositive power, and the shares held by
OHI '92 Trust, OHI '82 Trust, JRI '92 Trust and JRI '82
Trust, with respect to which SunTrust, Atlanta acts as a
trustee and shares voting and dispositive power. Also
includes shares held in accounts for OHI Family '97 Trust and
JRI Family Trust.
All shares described below are not subject to the Agreement:
Excludes 2,878,778 shares of 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 118,053 of these shares, and shared voting
CUSIP NO. 457153 10 4 13G Page 27 of 33
and dispositive power with respect to 740,039 of these
shares. SunTrust Banks, Inc. and its affiliates held the
other 2,020,686 shares in nondiscretionary accounts. SunTrust
Banks, Inc. and each of its affiliates disclaim any
beneficial interest in all shares of Common Stock 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
Item 8. Identification and Classification of Members of the Group.
See Exhibit 1
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
N/A
CUSIP NO. 457153 10 4 13G Page 28 of 33
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, 2003
LILY YAN AREVALO
For each of:
Martha R. Ingram
Orrin H. Ingram, II
John R. Ingram
Martha R. Ingram, Orrin H. Ingram, II and
John R. Ingram 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 and John R. Ingram as
co-trustees for the MARTHA AND BRONSON
INGRAM FOUNDATION
Orrin H. Ingram and John R. Ingram as
co-trustees for the E. BRONSON INGRAM 1994
CHARITABLE LEAD ANNUITY TRUST
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 co-trustee for
THE ORRIN H. INGRAM IRREVOCABLE TRUST DATED
JULY 9, 1992
CUSIP NO. 457153 10 4 13G Page 29 of 33
SunTrust Bank, Atlanta as co-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
William S. Jones as trustee for the ORRIN
AND SARA INGRAM FAMILY 1997 GENERATION
SKIPPING TRUST
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 for
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 2001
John R. Ingram as trustee for THE JOHN
RIVERS INGRAM ANNUITY TRUST 2002
SUNTRUST BANK, ATLANTA
/s/ Lily Yan Arevalo
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Name: Lily Yan Arevalo
Title: Attorney-in-Fact
CUSIP NO. 457153 10 4 13G Page 30 of 33
Exhibit Index
Exhibit Page
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1. Names of Reporting Persons 31
2. Power of Attorney for The John Rivers Ingram Annuity 32
Trust 2002
3. Power of Attorney for all other filers (incorporated by
reference to Exhibit 2 to Schedule 13G Amendment Nos.
1, 3 and 5 filed on February 17, 1998, February 14,
2000 and February 13, 2002)