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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Sterling Software, Inc.
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(NAME OF ISSUER)
Common Stock, par value $0.10 per share
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(TITLE OF CLASS OF SECURITIES)
859547-10-1
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(CUSIP NUMBER)
Ronald Buchanan
Lorne House
Castletown, Isle of Man
011-44-624-823579
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 6, 1995
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(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).
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CUSIP NO. 859547-10-1 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lorne House Trust Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(a) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Isle of Man, British Isles
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,101,588
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,101,588
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,101,588
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 859547-10-1 13D
Pursuant to Rule 13d-2(c) of the Act, this Schedule 13D is being amended
and restated in its entirety.
Item 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.10 par value per share
(the "Common Stock"), of Sterling Software, Inc., a Delaware corporation (the
"Company"). The address of the principal executive offices of the Company is
8080 North Central Expressway, Suite 1100, Dallas, Texas 75206.
Item 2. IDENTITY AND BACKGROUND.
This statement is being filed by Lorne House Trust Limited, a
corporation organized in the Isle of Man, British Isles ("Lorne House"). Lorne
House, its executive officers, directors and controlling stockholders are
sometimes hereinafter referred to collectively as "Reporting Persons."
Lorne House is principally engaged in the business of portfolio, trust
and company management services and has its principal business and executive
offices at Lorne House, Castletown, Isle of Man, British Isles.
None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding or been a party to a civil proceeding of a
judicial or administrative body resulting in subjection to a judgement, decree
or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
The Bulldog Non-Grantor Trust ("Bulldog"), which was a reporting
person through Amendment No. 2 to this statement, has previously ceased to be
the beneficial owner of more than 5% of the Company's Common Stock solely as a
result of an increase in the aggregate number of shares of Common Stock
outstanding. Bulldog is therefore no longer reporting on this statement.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable.
Item 4. PURPOSE OF TRANSACTION.
The shares of Common Stock that have been acquired by Lorne House,
through two trusts of which it is trustee, have been acquired for investment.
Depending on market conditions and other factors they may deem material to an
investment decision, the Reporting Persons may purchase additional shares of
Common Stock or may dispose of all or a portion of the shares of Common Stock
they now beneficially own or may hereafter acquire. Except as
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CUSIP NO. 859547-10-1 13D
set forth in this Item 4, none of the Reporting Persons has 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.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
On March 6, 1995, 350,000 of the shares of Common Stock beneficially
owned by Lorne House were transferred, for no consideration, to another trust
with a separate and independent trustee.
Lorne House beneficially owns 1,101,588 shares, or 4.6%, of the Common
Stock of the Company. Lorne House beneficially owns all of such shares
indirectly as trustee of two trusts. Lorne House has sole dispositive and
voting power with respect to all of such shares.
Except as reported in this Item 5, no transactions in the Common Stock
were effected by the Reporting Persons during the 60 days preceding the date of
this amendment.
On March 6, 1995, Lorne House ceased to be the beneficial owner of
more than five percent of the Common Stock and will no longer be filing reports
on Schedule 13D with respect to the Common Stock.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Agreement pursuant to Rule 13d-1(f)(1)(iii).
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CUSIP NO. 859547-10-1 13D
SIGNATURES
After reasonable inquiry, and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: March 10, 1995 Lorne House Trust Limited
By: /s/ RONALD BUCHANAN
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Its: Managing Director
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