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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) SEPTEMBER 23, 1996
STERLING COMMERCE, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-14196 75-2623341
(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
8080 NORTH CENTRAL EXPRESSWAY, SUITE 1100, DALLAS, TEXAS 75206
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 891-8600
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ITEM 5. OTHER EVENTS
As previously reported by Sterling Commerce, Inc. ("Sterling Commerce") in
its Quarterly Report on Form 10-Q for the period ended June 30, 1996, Sterling
Software, Inc. ("Sterling Software") has announced that it presently intends to
distribute pro rata to its stockholders as a special dividend all of its
remaining shares of common stock, par value $.01 per share ("Commerce Stock"),
of Sterling Commerce on a tax-free basis (the "Special Dividend"). The
stockholders of Sterling Software approved the Special Dividend at the annual
meeting of stockholders of Sterling Software held on May 29, 1996.
Sterling Software has advised Sterling Commerce that a condition to the
declaration of the Special Dividend by Sterling Software's Board of Directors
(the "Sterling Software Board") was the receipt of a favorable ruling from the
Internal Revenue Service (the "IRS") as to the tax-free nature of the Special
Dividend and that on September 23, 1996, Sterling Software received a favorable
ruling from the IRS to the effect that the Special Dividend will qualify as a
tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as
amended.
Sterling Software has also informed Sterling Commerce that on September
23, 1996, the Sterling Software Board declared the Special Dividend, payable
pro rata to the holders of record of Sterling Software's common stock, par value
$.10 per share ("Software Stock"), as of the close of business on September 30,
1996 (the "Dividend Record Date").
In addition, Sterling Software has advised Sterling Commerce of the
following details regarding the Special Dividend:
The number of shares of Commerce Stock to be distributed with respect to
each outstanding share of Software Stock will depend upon the number of
shares of Software Stock outstanding at the close of business on the
Dividend Record Date. As of September 20, 1996, approximately 37,853,800
shares of Software Stock were outstanding and exercisable stock options and
warrants evidencing the right to purchase approximately 646,400 shares of
Software Stock were outstanding. Assuming all presently outstanding and
exercisable options and warrants to purchase Software Stock are exercised
prior to the Dividend Record Date, approximately 1.58960 shares of Commerce
Stock would be distributed for every one share of Software Stock. Sterling
Software cannot predict the number of stock options that will remain
unexercised at the close of business on the Dividend Record Date. Sterling
Software will issue a press release as promptly as practicable after the
Dividend Record Date announcing the definitive distribution ratio. No
fractional shares of Commerce Stock will be distributed in connection with
the Special Dividend and instead a cash payment will be made to
stockholders of Sterling Software who otherwise would be entitled to
receive fractional shares. Certificates representing whole shares of
Commerce Stock are expected to be mailed on or about October 7, 1996 to
record holders of Software Stock as of the close of business on the
Dividend Record Date. Checks representing cash payments to record holders
who would otherwise be entitled to receive fractional shares will be mailed
as promptly as practicable thereafter. The First National Bank of Boston
will act as disbursing agent for the cash payments.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
STERLING COMMERCE, INC.
By /s/ JEANNETTE P. MEIER
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Jeannette P. Meier
Executive Vice President, Chief Financial
Officer, General Counsel and Secretary
Date: September 23, 1996
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