Micro D Chairman Ponders Offer to Manage Merged Firms

Micro D Chairman Linwood Lacy said Monday that he has been asked to manage the combined operations of the Santa Ana company and Ingram Computers when the two merge later this year.

But, so far, Lacy has yet to sign a new employment agreement.

“I have told Ingram that I would welcome the opportunity to run the combined companies,” Lacy said. “But we don’t have a contract. There is a lot of stuff we haven’t resolved.” He declined to elaborate.

On Thursday, Ingram Industries, a privately held conglomerate based in Nashville, Tenn., agreed to pay $14.75 a share, or $43.9 million, for the 41% of Micro D’s stock it did not already own. Ingram’s plan is to merge Micro D and its subsidiary, Ingram Computers, a Buffalo, N.Y., computer products distributor.

During the merger negotiations, some friction developed between Micro D and Ingram Industries. In documents filed with the Securities and Exchange Commission detailing the Jan. 6 offer to buy Micro D, Ingram said executive compensation was one of the areas of contention.

“There were and continue to be a number of matters as to which Ingram and the company’s (Micro D’s) management disagree, such as the appropriate forms of incentive compensation programs for senior managements,” Ingram stated.

In an interview Thursday, Lacey said the debate involved stock options.

Micro D is the nation’s largest wholesale distributor of microcomputer hardware and software. Lacy joined the company in 1985 and has gotten high marks from analysts for bringing Micro D back after it suffered a series of financial problems in the mid-1980s.

Micro D has about 550 employees locally. Lacy said the headquarters of Micro D/Ingram will remain in Santa Ana.

What will happen to Ingram’s Buffalo operation still is unclear. “I’d rather not comment on that question,” said Lacy. “It’s too soon to say anything.”

Lacy said Micro D does not anticipate any significant changes locally as a result of the merger because the company’s market is continuing to grow. For 1988, the company sales are expected to exceed $525 million, up from $352 million a year earlier.

Lacy said he was uncertain whether Micro D/Ingram would be renamed. “There has been no decision in that regard,” he said.