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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) SEPTEMBER 30, 1996
STERLING SOFTWARE, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-8465 75-1873956
(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
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 Software, Inc. ("Sterling Software") in
its Current Report on Form 8-K dated September 23, 1996, Sterling Software's
Board of Directors (the "Sterling Software Board") has declared a special
dividend (the "Special Dividend") of all shares of common stock, par value $.01
per share ("Commerce Stock"), of Sterling Commerce, Inc. held by Sterling
Software on September 30, 1996 (the "Dividend Record Date"), payable pro rata
to the holders of record of Sterling Software's common stock, par value $.10 per
share ("Software Stock"), as of the close of business on the Dividend Record
Date.
As a result of the Special Dividend, holders of record of Software Stock as
of the close of business on the Dividend Record Date will be entitled to receive
1.59260 shares of Commerce Stock for every one share of Software Stock held of
record on such date.
Certificates representing whole shares of Commerce Stock are expected to be
mailed to such record holders on or about October 7, 1996. Checks representing
cash payments to record holders who would otherwise be entitled to receive
fractional shares will be mailed as promptly as practicable thereafter.
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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 SOFTWARE, INC.
By /s/ JEANNETTE P. MEIER
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Jeannette P. Meier
Executive Vice President, Chief Financial
Officer, General Counsel and Secretary
Date: September 30, 1996
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