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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Sterling Software, Inc.
_______________________________________________________________________________
(NAME OF ISSUER)
Common Stock, par value $0.10 per share
_______________________________________________________________________________
(TITLE OF CLASS OF SECURITIES)
859547-10-1
_______________________________________________________
(CUSIP NUMBER)
Charles D. Maguire, Jr.
901 Main Street, Suite 6000
Dallas, Texas 75202
(214) 953-6000
________________________________________________________________________________
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
June 7, 1995
_______________________________________________________
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [_]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 5 Pages
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CUSIP NO. 859547-10-1 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling L. Williams ###-##-####
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,000
BENEFICIALLY ________________________________________________________________
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON ________________________________________________________________
WITH
9 SOLE DISPOSITIVE POWER
954,000
________________________________________________________________
10 SHARED DISPOSITIVE POWER
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 859547-10-1 13D Page 3 of 5 Pages
Item 1. Security and Issuer.
-------------------
Not amended.
Item 2. Identity and Background.
-----------------------
Not amended.
Item 3. Source and Amount of Funds or Other Consideration.
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As further described in Item 5 herein, on June 7, 1995, Mr. Williams
exercised options to purchase an aggregate of 200,000 shares of Common Stock at
an exercise price of $17.25 per share. The exercise price was paid through a
cashless exercise procedure whereby the shares were immediately sold.
Item 4. Purpose of Transaction.
----------------------
The shares of Common Stock acquired by Mr. Williams were acquired
for resale primarily in order to repay the outstanding balance of and accrued
interest on a promissory note executed by Mr. Williams in favor of the Company
effective January 1, 1992, and outstanding advances payable to the Company.
Such sales do not indicate a change in Mr. Williams' general investment intent
described in the following paragraph.
Depending on market conditions and other factors he may deem material
to an investment decision, Mr. Williams may purchase additional shares of Common
Stock or may dispose of all or a portion of the shares of Common Stock he now
beneficially owns or may hereafter acquire. Except as set forth in this Item 4,
Mr. Williams does not have any present plans or proposals that relate to or
would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
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CUSIP NO. 859547-10-1 13D Page 4 of 5 Pages
Item 5. Interest in Securities of the Issuer.
------------------------------------
On June 7, 1995, through a cashless exercise procedure, Mr. Williams
(i) exercised options to purchase an aggregate of 200,000 shares of Common Stock
at an exercise price of $17.25 per share and (ii) sold an aggregate of 200,000
shares of Common Stock on the open market as follows:
Number of Shares Price
---------------- -----
Sold Per Share
---- ---------
5,000 $35.00
19,000 $34.875
6,800 $34.750
1,500 $34.625
167,700 $34.500
Mr. Williams beneficially owns 1,254,000 shares, or 4.9%, of the
Common Stock of the Company. Mr. Williams beneficially owns 1,250,000 of such
shares through his ownership of options.
Mr. Williams possesses sole voting power with respect to 4,000 shares
of Common Stock and sole dispositive power with respect to 954,000 shares of
Common Stock.
Except as set forth in Item 3 above and this Item 5, no transactions
in the Common Stock were effected by Mr. Williams during the last 60 days or
since the most recent filing on Schedule 13D, whichever is less.
On June 7, 1995, Mr. Williams ceased to be the beneficial owner of
more than 5% of the Company's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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None.
Item 7. Material to be Filed as Exhibits.
--------------------------------
None.
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CUSIP NO. 859547-10-1 13D Page 5 of 5 Pages
SIGNATURES
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ STERLING L. WILLIAMS
Date: June 15, 1995 __________________________________
Sterling L. Williams
