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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 30, 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 Current Report on Form 8-K dated September 23, 1996, Sterling Software,
Inc. ("Sterling Software") has announced that its Board of Directors (the
"Sterling Software Board") has declared a special dividend (the "Special
Dividend") of all shares of common stock, par value $.01 per share ("Commerce
Stock"), of Sterling Commerce held by Sterling Software on September 30, 1996
(the "Dividend Record Date"), 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 the Dividend Record Date.
Sterling Software has informed Sterling Commerce that as a result of the
Special Dividend, holders of record of Software Stock as of the close of
business on the Dividend Record Date will be entitled to receive 1.59260 shares
of Commerce Stock for every one share of Software Stock held of record on such
date.
Sterling Software has also advised Sterling Commerce that certificates
representing whole shares of Commerce Stock are expected to be mailed to such
record holders on or about October 7, 1996, and that checks representing
cash payments to record holders who would otherwise be entitled to receive
fractional shares will be mailed as promptly as practicable thereafter.
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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 30, 1996
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