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Majority Holder Seeks Rest of Micro D

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Times Staff Writer

A Nashville firm that owns 59% of Micro D, the nation’s leading wholesaler of microcomputer products, on Wednesday offered to pay $37 million for the rest of the Santa Ana company.

Ingram Industries offered to pay $12.50 a share in cash to acquire the 41% of Micro D’s 7.2 million shares outstanding that it doesn’t already own. Ingram asked Micro D’s board to respond to the offer by Dec. 19.

Micro D officials estimate that the company has 15% of U.S. wholesalers’ $3.7-billion market for microcomputer products, up from 8% three years ago. Micro D had sales of $352.5 million in 1987, and industry analysts expect the firm’s sales to top $525 million this year.

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Ingram has owned a controlling interest in the fast-growing company since 1986, when it bought the stock of Micro D founder Lorraine Mecca, who left the company that year. Ingram is a privately held holding company with interests in inland marine transportation and is a distributor of books, magazines and videotapes.

The company also is a major distributor of microcomputer products, with estimated annual sales exceeding $200 million. A merger of Ingram’s computer distribution business with Micro D’s would give the combined firm more than 20% of the wholesale market.

Resisted Attempts

Ingram has been frustrated with the fact that it owned a large share of Micro D but did not have more say over the company’s affairs. Ingram Industries has placed only three directors on Micro D’s seven-member board.

Micro D Chairman Linwood A. Lacy Jr. has resisted Ingram’s attempts to gain more control over the company’s affairs on the grounds that Ingram also owned a competing microcomputer distribution firm.

“We believe that our merger proposal is an attractive and fair one for Micro D shareholders,” said E. Bronson Ingram, president of Ingram Industries. “Upon consummation of the merger, we expect the operations of Micro D will continue at their present locations.”

Lacy said the Ingram offer would be considered by a special committee composed of independent directors of the Micro D board, with the assistance of independent investment and legal advisers. Lacy said the proposed price will be the subject of “careful scrutiny by the special committee.”

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Micro D’s stock closed unchanged at $10.50 per share Wednesday on the over-the-counter market. Ingram announced its offer after the market’s close.

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