Ingram Industries, Inc. History

Address:

One Belle Meade Place
4400 Harding Road
Nashville, Tennessee 37205
U.S.A.

Telephone: (615) 298-8200
Fax: (615) 298-8242

Private Company
Incorporated: 1938 as Wood River Oil and Refining Company
Employees: 6,500
Sales: $2.07 billion (2000)
NAIC:483211 Inland Water Freight Transportation; 493190 Other Warehousing and Storage; 524210 Insurance Agencies and Brokerages

Key Dates:

1938:: Wood River Oil and Refining Company is founded.
1946:: The company enters the barge business.
1963:: Founder O.H. Ingram dies.
1970:: Ingram Book Co. is formed.
1978:: Overall name is changed to Ingram Industries.
1985:: The company acquires computer distributor Micro D.
1995:: Bronson Ingram dies; his widow Martha leads company.
1996:: The company is reorganized; Ingram Micro is spun off as a publicly traded company.

Company History:

Ingram Industries, Inc. is a privately held Nashville-based company with a broad array of activities. The company is the leading distributor of books in the United States, through its Ingram Book group. Ingram Book's subsidiaries also wholesale videocassettes, magazines, and other materials. Ingram Marine is the third largest player in the inland waterway transportation industry, owning and operating more than 1,800 barges. Ingram also operates insurer Permanent General Co., which specializes in auto insurance for high-risk drivers. The company spun off its computer distribution company, Ingram Micro Inc., in 1996. This is now a separate publicly owned company, though Ingram family members control a majority of the stock.

Roots in Timber and Oil

Ingram got its start in the energy industry, which dominated company activities until the 1980s. Ingram's genesis was an outgrowth of another great fortune. The Ingram family first derived their money from the Weyerhaeuser timber company, which was founded in part by O. H. Ingram's grandfather. With the proceeds from the block of stock in Weyerhaeuser that he inherited, O.H. Ingram established himself as a successful oil refiner in the 1930s. In 1938, he and a partner formed the Wood River Oil and Refining Company, which operated a refinery near St. Louis. Although the refinery was later sold to the Sinclair company, Ingram used this base to branch out into other related areas. In 1946, the company began operating barges to bring crude oil to its St. Louis refinery.

In the 1950s, Ingram formed the Ingram Oil & Refining Company. In 1963, O.H. Ingram died, and the family business was taken over by his two sons, Frederic and Bronson, who changed the company's name to Ingram Corporation. Under the stewardship of Frederic and Bronson, the Ingram holdings grew dramatically over the next three decades. The brothers began by focusing their efforts on the company's inland barge company, which at that time was losing $2 million a year.

To finance expansion, the company borrowed money from bankers who were impressed by the Ingrams' reputations. The Ingrams bought properties that related to their father's legacy of barging and petroleum activities and also acquired a number of other companies based in Tennessee. A year after their father's death, for instance, the Ingrams bought the Tennessee Book Company. This company was a textbook depository for the public school systems of Tennessee.

Also in the mid-1960s, Ingram moved into the insurance industry for the first time, buying the Tennessee Insurance Company. This company, which had been established in 1930, was purchased as an adjunct of the company's other businesses. The Ingram brothers had realized that the extensive physical assets of their holdings and their marine operations required substantial outlays for property, liability, and marine insurance. Rather than give that money to an outsider, they decided to buy a company that would then provide cost-effective insurance for other Ingram properties. Tennessee Insurance not only sold insurance directly to Ingram affiliates, it also reinsured those risks with Lloyds of London and other insurance brokers around the world.

Throughout the 1960s, Ingram continued to expand its holdings in petroleum and related fields. The company acquired assets in oil and chemical trading and transporting, oil refining, pipeline construction, and barging. Ingram relied on its status as a private company to move quickly and decisively in sealing pacts. These strengths assisted the Ingram brothers in making a number of important deals with foreign companies. By the end of the 1960s, these activities had allowed Ingram to build the world's third largest offshore company, which it subsequently sold to McDermott, Inc.

New Directions in the 1970s and 1980s

Although Ingram's primary focus throughout the 1960s lay in the energy industry, at the end of the decade, the company's book distribution unit began to demonstrate unexpected growth. After the arrival of a new company president in 1969, the distributor, which had been making about $3 million in trade sales, began a series of innovative programs.

In 1970, Ingram formed the Ingram Book Company to handle the company's trade book distribution operations. Taking advantage of new technologies, Ingram introduced personalized ordering, rapid shipments, toll-free telephone lines, and deep wholesaler discounts. The company took as its slogan, "Remember ... with Ingram ... the bookseller comes first," and soon won a host of satisfied customers. In 1972, Ingram Book built on these gains by developing a microfiche system that provided weekly inventory updates to booksellers. In addition, the company later rolled out co-op advertising programs with its clients; a separate catalogue showcasing mass paperback titles, called Paperback Advance; and special procedures for supplying inventory to stores that were just starting.

Throughout that time, Ingram's other divisions were also growing. Early in 1970, the company made tentative plans to sell stock to the public in order to finance further expansion, but those plans were dropped in June. With this decision, Ingram also withdrew from arrangements to merge with a pipeline company. However, in 1973, Ingram did form a joint venture to build an oil refinery in Louisiana with Northeast Petroleum Industries, Inc. This project, which became the largest refinery ever constructed from scratch in the United States, was eventually sold to Marathon Oil.

In 1974, Ingram acquired Tampimex Oil, a London-based petroleum broker with revenues of $680 million. Two years later, Ingram's aggressive pursuit of revenue growth dropped the company into hot water, when the brothers were accused of participating in a $1.3 million kickback scheme to win a sludge-hauling contract from the city of Chicago for its barge line. Chicago had awarded Ingram a $43 million contract for the job in 1971, which was renewed in 1973, and the indictment charged that these awards had not been subject to a competitive bidding process. In 1977, the Chicago Metropolitan Sanitary District also sued the company for illegal operations.

Despite these legal entanglements, the Ingrams forged ahead with their program of expansion. In 1975, the company formed a joint venture to develop petroleum in Iran. In the following year, Ingram entered negotiations to buy the U.S. Lines shipping company and also began a move into the coal market. Eventually, Ingram came to broker over two million tons of coal annually, most of it to a large Ohio utility. Ingram also became a leading transporter of coal, particularly on the lower Ohio river.

By the end of 1976, Ingram's book distribution unit had also become the predominant American wholesaler of trade books after revolutionizing the book distribution industry. Company sales had risen to exceed $60 million a year, as Ingram pushed ahead with further technological developments and geographic expansion. From its base in Nashville, the company had added an East Coast distribution center in Jessup, Maryland, and had also purchased the Raymar Book Corporation, giving it two West Coast centers. In October 1976, gross monthly orders reached $1 million for the first time.

Ingram Book followed up on these advances by forming the Ingram Retail Advisory Council, made up of independent booksellers, at the 1977 convention of the American Booksellers Association. With the advice of this group, the company set out to develop a computer system for bookstore management, which was unveiled two years later under the name INVOY.

In 1978, the Ingrams rearranged the corporate structure of their holdings, and changed the name of their company from Ingram Corporation to Ingram Industries, Inc. This change better conveyed the increasingly diverse nature of the company's activities. In 1981, Ingram Book branched out from wholesaling to purchase the John Yokley Company, a commercial printer. Despite the success of this division, the Ingram Barge Company remained the largest subsidiary of the company. In 1984, Ingram moved to double the size of this operation when it purchased two U.S. Steel Corporation barge lines. In December, Ingram announced that it would pay $81 million for Ohio Barge Lines, Inc., and the Mon-Valley Transportation Company. In this way, the company expanded its inland waterways operation from Pittsburgh to Houston. In addition, Ingram added the capacity to carry coal, steel, and chemicals to its other barge operations, which moved stone, grain, and petroleum.

At this time, Ingram was rebuffed in its effort to take over the Corroon & Black company. Ingram had offered $253 million to buy the 92.2 percent of Corroon & Black's stock which it did not already own, but this offer was rejected by the company's board. In 1985, however, Ingram announced a substantial investment in its petroleum wellhead equipment manufacturer and supplier. The company changed its subsidiary's name from Gulco Industries, Inc., to Ingram Petroleum Services, Inc., and spent over $10 million to move the company from its position as a mid-sized onshore Oklahoma City firm, serving the middle region of the United States, to an international offshore supplier.

Four years later, Ingram also augmented its barge operations when it bought the marine assets of the American Barge and Towing Company of St. Louis. The company purchased 319 barges and eight tugboats from American Barge, expanding its own fleet by 30 percent. Ingram planned to operate these barges, designed to carry wheat, on the upper Mississippi river. Ingram also announced that it would buy 23 barges and 5 tugboats from System Fuels, Inc. These properties were customized for the transport of liquids.

Despite these moves and Ingram's prominent place in the inland transportation industry, by the end of the 1980s rapid growth in the company's distribution activities meant that they had begun to contribute the lion's share of Ingram's revenues. Over the course of that decade, the balance of earning power within the conglomerate had gradually shifted away from heavy industrial activities toward the distribution of consumer products. The company had expanded its book distribution arm to include magazines and videotapes. In addition, Ingram Computer had been established to distribute computers and peripheral supplies from a warehouse in Buffalo, New York.

Rising As a Distributor in the 1990s

Ingram's move toward distribution got a significant boost when Ingram took over Micro D, Inc., a southern California personal computer distributor in which Ingram had owned a majority interest for three years. Micro D had been the leading player in the personal computer distribution industry, which had grown dramatically in size during the 1980s, from $1.6 billion in sales in 1985 to $4.8 billion in 1989. Micro D's revenues during that time had shot up to $553 million in 1988. Ingram combined Micro D with Ingram Computer and called the new company Ingram Micro D, which was later shortened to Ingram Micro. It held 20 percent of the computer distribution market, twice as much as its nearest competitor. However, the consolidation of the two companies proved somewhat rocky, as the southern California ethos clashed with that of its new eastern owner. A number of key executives left Micro D, and the company lost two major accounts in the two months after the merger.

In July 1989, Ingram made another acquisition in the consumer goods field when it purchased Permanent General Companies, Inc. and made it a subsidiary of the Tennessee Insurance Company. This enterprise provided auto insurance to high-risk drivers in Tennessee and financing services to help customers pay premiums. With more than 40 percent of the Tennessee market for high-risk auto policies, the company planned to expand further into other southeastern markets.

Despite the early management difficulties at Ingram Micro, the company continued to dominate the computer distribution field, and by the start of the 1990s, Ingram could boast that it owned the largest player in both this field and in book distribution. One computer publication reported that 90 percent of Ingram's total income of more than $2.5 billion came from its distribution activities. By 1991, Ingram executives were predicting that the company's biggest arena for growth in the 1990s would be global expansion of the microcomputer market. The company made efforts to establish a beachhead in Europe, starting up operations in the United Kingdom to prepare for broader activities as Europe unified its markets.

In March 1992, Ingram strengthened its distribution operations further when the company purchased the Commtron Corporation, a videocassette wholesaler, and merged it with its Ingram Entertainment, Inc. subsidiary, which also distributed videocassettes. After this merger, the two companies controlled an estimated one-third of the market.

By the end of 1993, Ingram Entertainment's fellow distributor, Ingram Micro, was still contributing a substantial portion of the company's revenues. Overall, the Ingram conglomerate encompassed 54 different units, spanning industries from petroleum refining to book distribution. The complex corporation was held together by the surviving Ingram heir, Bronson Ingram, who was chairman, and the company's CEO, Chip Lacy. Lacy was credited with having pushed the company to invest in state-of-the-art computers and automation. He also argued for taking Ingram public. Bronson Ingram had declared that he would retire from the company when he was 65, which would have been in 1997. But he was diagnosed with cancer and died six months later, in June 1995, at the age of 63. The company had revenues of $9 billion at the time of his death. Ingram's widow, Martha, then took his place as chair of the company. She had previously been involved in Ingram Industries as director of public affairs and was concerned principally with the firm's charitable giving. Yet Martha Ingram clearly understood the company's operations thoroughly, and she proved herself a formidable new leader. She and her four children controlled some 60 percent of Ingram's stock. CEO Lacy asked her to put the family stock in a trust and let him run things. But that was not the way Martha Ingram wanted it. Instead, Lacy resigned in May 1996, and the company split up into three parts. Ingram Entertainment, which comprised the firm's video distribution business, was spun off into a private firm owned 95 percent by Ingram's son David. The two older sons, Orrin and John, became co-presidents of Ingram Industries. This company continued to operate Ingram Marine, the barge unit; Ingram Book Group, the book wholesaler; and Ingram Insurance, including Permanent General. Then Ingram Micro, which was by far the biggest portion of the company, was spun off to the public, though the family retained 75 percent of its shares. CEO Lacy had overseen the growth of this unit, and his resignation before the initial public offering seemed like it could have been bad news. But Ingram Micro got a new CEO, Jerre Stead, formerly of AT&T, in August 1996, and the public offering went off successfully in November. The company's surge of growth over the early 1990s had gone almost unnoticed, as it was in the unglamorous behind-the-scenes business of computer distribution. Ingram Micro also had a very low profit margin, which was typical of the distribution industry. But the newly public company did well. Its stock rose about 15 percent in its first two months on the New York Stock Exchange. By 1997, it was found at number 113 on the Fortune 500 list.

Ingram Industries was a much smaller company after the spinoff of its computer distribution business. Its revenue in the mid-1990s stood at about $1.5 billion, compared to $12 billion for Ingram Micro. Most of its sales came from the book distribution arm, which handled about 25 percent of U.S. book distribution by 1997. By that time the company had seven warehouses and was able to offer next-day service to almost the entire country. By 2000, Ingram Industries had seen its sales grow to over $2 billion. The book division alone had almost a dozen subsidiaries, including an international distribution company, and Ingram seemed firmly entrenched as the leading wholesale book distributor.

Principal Subsidiaries: Ingram Barge Co.; Ingram Book Co.; Ingram Distribution Group Inc.; Lightning Source Inc.; Permanent General Co.; Spring Arbor Distributors Inc.; Ingram Library Services Inc.; Ingram Customer Systems Inc.; Ingram International Inc.; Ingram Periodicals Inc.; Publisher Resources Inc.; Retailer Services Inc.; Tennessee Book Co.

Principal Competitors: American Commercial Lines LLC; Baker & Taylor Corp.; Follett Corp.

Ingram Industries, Inc. History

Key Dates:

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