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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) May 29, 1996
STERLING COMMERCE, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware 1-14196 75-2623341
(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
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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 March 31, 1996, Sterling
Software, Inc. ("Sterling Software") has announced that it intends to distribute
pro rata to Sterling Software's stockholders as a dividend all or substantially
all of its remaining shares of common stock, par value $.01 per share ("Commerce
Stock") of Sterling Commerce by means of a tax-free distribution (the
"Distribution"). The Distribution is subject to certain conditions, including
(i) approval by Sterling Software's stockholders of both the Distribution and
Sterling Software's 1996 Stock Option Plan and (ii) the declaration by Sterling
Software's Board of Directors (the "Sterling Software Board") of a dividend of
the shares of Commerce Stock then owned by Sterling Software. Sterling Software
has advised Sterling Commerce that such declaration will be conditioned upon,
among other things, the receipt of a favorable ruling from the Internal Revenue
Service ("IRS") as to the tax-free nature of the Distribution and the absence of
any change in market conditions or other circumstances that would cause the
Sterling Software Board to conclude that the Distribution is not in the best
interests of the stockholders of Sterling Software.
Sterling Software has informed Sterling Commerce that at its Annual Meeting
of Stockholders held on May 29, 1996, Sterling Software's stockholders approved
the Distribution and Sterling Software's 1996 Stock Option Plan.
Sterling Software has informed Sterling Commerce that the declaration of
the dividend by the Sterling Software Board to effect the Distribution has not
yet occurred and remains conditioned upon, among other things, the receipt of a
favorable ruling from the IRS as to the tax-free nature of the Distribution and
the absence of any change in market conditions or other circumstances that would
cause the Sterling Software Board to conclude that the Distribution is not in
the best interests of the stockholders of Sterling Software.
Sterling Software has informed Sterling Commerce that it has applied to the
IRS for a ruling as to the tax-free nature of the Distribution, and that
Sterling Software presently anticipates that the Distribution will occur prior
to September 30, 1996. Although Sterling Software has also advised Sterling
Commerce that Sterling Software is not presently aware of any material
impediment to receiving the requested ruling, there can necessarily be no
assurances in this regard. Sterling Software has also advised Sterling Commerce
that Sterling Software has not determined what action, if any, it would take if
it were not to receive the favorable tax ruling.
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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, Secretary and
General Counsel
Date: May 29, 1996
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