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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 7, 1997
STERLING COMMERCE, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-14196 75-2623341
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
300 CRESCENT COURT, SUITE 1200, DALLAS, TEXAS 75201
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 981-1000
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ITEM 5. OTHER EVENTS.
On May 7, 1997, Sterling Commerce, Inc. (the "Company") completed its
acquisition (the "Acquisition") of Automated Catalogue Services L.P., a provider
of electronic product catalogs and information databases delivered via CD-ROM
and the Internet. The consideration paid by the Company in connection with the
Acquisition was approximately $45 million, consisting of approximately $28.8
million in cash, promissory notes due January 2, 1998 having an aggregate
original principal amount of approximately $11.2 million and 193,986 shares of
the Company's common stock, par value $0.01 per share. The Acquisition will be
accounted for under the purchase method of accounting.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
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Exhibit
Number Exhibit
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99.1 Press release, dated May 13, 1997, issued by Sterling
Commerce, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
STERLING COMMERCE, INC.
By:/s/ Albert K. Hoover
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Albert K. Hoover
Vice President, Legal
Dated: May 13, 1997
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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99.1 Press release, dated May 13, 1997, issued by Sterling Commerce, Inc.
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Exhibit 99.1
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CONTACT: FOR IMMEDIATE RELEASE
Financial: Dawn Wheeler Press: Dave Kishler
Sterling Commerce Sterling Commerce
214-981-1100 614-793-4020
STERLING COMMERCE COMPLETES ACQUISITION OF
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AUTOMATED CATALOGUE SERVICES
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ACQUISITION FORMS CORE OF NEWLY-CREATED COMMERCE INTERNET DIVISION
MIAMI, Fla., May 13, 1997 -- Sterling Commerce, Inc. (SE-NYSE) today announced
that it has completed the acquisition of Automated Catalogue Services, L.P.
(ACS), a provider of electronic product catalogs and information databases
delivered via CD-ROM and the Internet. Announcement of the completed
acquisition was made at EC Strategies '97, Sterling Commerce's annual Customer
Conference being held in Miami.
ACS' feature-rich catalog and database products form the core of the newly-
created Commerce Internet Division, part of Sterling Commerce's Commerce
Services Group.
"This is the perfect marriage of a powerful search-and-select catalog with
Sterling Commerce's transactional capabilities in the business-to-business
buying and selling process," said Paul L.H. Olson, president of Sterling
Commerce's Commerce Services Group. "ACS has expertise in gathering and
presenting the detailed product information required for effective catalog-based
ordering, while Sterling Commerce has a long history of success managing
electronic commerce and electronic data interchange (EDI) trading communities."
Olson points out that the catalog product will allow Sterling Commerce to more
fully support occasional, or "spot buys," in the maintenance, repair and
operations (MRO) arena in addition to continuous replenishment-based trading
relationships.
The new Commerce Internet Division also includes Sterling Commerce's Internet
Partners Program, which provides secure Web sites and complete support to
integrate purchases into a company's existing electronic commerce and EDI
systems.
"Sterling Commerce is now uniquely positioned to offer customers comprehensive
solutions that automate the entire 'search, select, transact' sequence," said
Steve Katz, president of the Commerce Internet Division, and former president of
ACS. "The availability of this suite of capabilities from a single entity will
accelerate the pace at which our customers realize the extraordinary benefits
inherent in full-cycle, end-to-end electronic commerce solutions."
The Gartner Group estimates that 80 percent of large North American enterprises
will use electronic catalogs in procurement and marketing applications by the
year 2000, and that 70 percent will have back-end integration with order
processing or other business applications.
ACS, based in the Philadelphia area, had approximately 170 employees, almost all
of which will remain there as employees of Sterling Commerce. The more than
4,000 manufacturers and distributors in 20 vertical industries using ACS' 50
catalog products will now be serviced and supported by the Commerce Internet
Division.
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A seasoned, experienced management team is in place for the new division. In
addition to Katz as president, Mark Pankhurst, former ACS chief operating
officer, will serve as vice president of customer services and labs. The
remainder of the new division's management team is composed of a combination of
key ACS and Sterling Commerce executives.
Sterling Commerce, with executive offices in Dallas, Texas, is a leading global
provider of electronic commerce software products and services that enable
businesses to engage in business-to-business electronic communications and
transactions. Sterling Commerce has been providing electronic commerce
solutions for over 20 years and has more than 30,000 customers worldwide and
1,500 employees.
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