STERLING COMMERCE INC
8-K, 1999-07-22
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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) July 22, 1999
                                                       -------------


                          STERLING COMMERCE, INC.
             (Exact Name of Registrant as Specified in Charter)


         STATE OF DELAWARE                1-14196           75-2623341
   (State or Other Jurisdiction         (Commission       (IRS Employer
        of 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) 981-1100




ITEM 5.   OTHER EVENTS.

         On July 9, 1999, the Board of Directors of Sterling Commerce, Inc.
(the "Company") approved an increase in the number of shares of outstanding
common stock that may be acquired through its stock repurchase program from
five million shares to fifteen million shares.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)      Exhibits.

         Exhibit
         Number         Exhibit

         99.1           Press release, dated July 9, 1999, issued by
                        Sterling Commerce, Inc.



                                 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.
                                         (Registrant)


Date    July 22, 1999                By  /s/ Steven P. Shiflet
        -------------                   -------------------------------
                                        Steven P. Shiflet
                                        Senior Vice President and Chief
                                          Financial Officer



                             INDEX TO EXHIBITS

Exhibit
Number            Exhibit

99.1              Press release, dated July 9, 1999, issued by Sterling
                  Commerce, Inc.





                                                               Exhibit 99.1

Contact:   Lon Baugh                      Vice President, Investor Relations
                                          Sterling Commerce, Inc.
                                          (614) 793-7000

STERLING COMMERCE ANNOUNCES SHARE INCREASE UNDER STOCK REPURCHASE PROGRAM

         Columbus, Ohio, July 9, 1999 - Sterling Commerce, Inc. (NYSE:SE),
a leading worldwide provider of business-to-business electronic commerce
software and services, today announced that its Board of Directors has
approved an increase in the number of shares of outstanding common stock
that may be acquired through its stock repurchase program from five million
shares to fifteen million shares. Since the inception of this program on
March 1, 1999, the Company has repurchased approximately 4,662,500 shares
of its common stock, which leaves approximately 10,337,500 shares which may
be repurchased under the program. Under the program, purchases are made
from time to time as market and business conditions warrant, in open
market, negotiated or block transactions. Sterling Commerce currently has
approximately 92,061,800 shares of common stock outstanding.

         "Recent events have created an attractive opportunity to
repurchase our shares," said Warner C. Blow, president and chief executive
officer. "We believe the expansion of this program confirms our confidence
in the company and its future."

About Sterling Commerce

         Sterling Commerce is recognized as the worldwide leader in
providing Internet E-commerce solutions for the Global 5000 and their
commerce communities. The company is one of 40 companies included in the
Dow Jones Internet Services Index. The company is focused on providing
E-commerce solutions through its COMMERCE, CONNECT and GENTRAN product
families to address Extranet Management, Business Process Integration,
Community Management, Infrastructure and Outsourcing. Sterling Commerce has
been providing E-commerce solutions for 25 years, and has 2,500 employees,
37 office locations and more than 40 distributors worldwide. With more than
45,000 customers worldwide, the company had 1998 revenues of more than $490
million.

         For more information, visit www.sterlingcommerce.com.

- -end-





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