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STERLING SOFTWARE PRICES INITIAL PUBLIC OFFERING OF SHARES OF STERLING COMMERCE, INC. COMMON STOCK

DALLAS, March 8 /PRNewswire/ -- Sterling Software, Inc. (NYSE: SSW) today announced the initial public offering of 12,000,000 shares of the common stock of its subsidiary, Sterling Commerce, Inc., by Sterling Software and Sterling Commerce. The initial public offering price of Sterling Commerce's common stock, which will be traded on the New York Stock Exchange under the symbol "SE", is $24.00 per share. Sterling Commerce was formed prior to the offering to conduct the business formerly conducted by Sterling Software's Electronic Commerce Group.

Of the shares being offered, 1,800,000 shares are being offered by Sterling Commerce and 10,200,000 shares are being offered by Sterling Software. Alex. Brown & Sons Incorporated is lead manager and Bear, Stearns & Co. Inc. and The Chicago Corporation are co-managers of the underwriting group. Sterling Software has granted the underwriters an option to purchase an additional 1,800,000 shares of Sterling Commerce common stock for the purpose of covering over-allotments.

The shares being offered represent approximately 16 percent (18.4 percent if the over-allotment option is exercised in full) of the common stock of Sterling Commerce. Sterling Software presently intends to distribute pro rata the remaining shares of Sterling Commerce to Sterling Software's stockholders, subject to certain conditions, including receipt of a favorable ruling from the Internal Revenue Service as to the tax-free nature of the distribution, approval by Sterling Software's stockholders of both the distribution and a new Sterling Software option plan, and final approval by Sterling Software's board of directors. The distribution, if all conditions are met, is expected to occur prior to the end of Sterling Software's fiscal year ending Sept. 30, 1996.

Sterling Software and its subsidiaries provide software products and services worldwide for electronic commerce, applications management and systems management, as well as highly technical professional services for the federal government. Sterling Software, with its headquarters in Dallas, is one of the 10 largest software companies in the world with 3,600 employees, 75 offices worldwide and an installed base of almost 40,000 customer sites in over 60 countries.

The shares of Sterling Commerce are being offered only by means of a written prospectus. Copies of the prospectus may be obtained from Alex. Brown & Sons Incorporated, 135 E. Baltimore Street, Baltimore, Md. 21202, phone 410-727-1700; Bear, Sterns & Co. Inc., 245 Park Ave., New York, N.Y. 10167, phone 212-272-2000; or The Chicago Corporation, 208 South LaSalle Street, Chicago, Ill. 60604, phone 312/855-7600.
 -0- 3/8/96


/CONTACT: Julie Kupp of Sterling Software, 214-891-8600, or Dawn Wheeler of Sterling Commerce, 214-891-8680/

(SSW)

CO: Sterling Software, Inc.; Sterling Commerce, Inc. ST: Texas IN: CPR SU: OFR

JO-xx -- PHF004 -- 1510 03/08/96 09:40 EST
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Publication:PR Newswire
Date:Mar 8, 1996
Words:450
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