UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Novell, Inc.
(Name of Issurer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
670006 10 5
(CUSIP Number)
Betty DePaola, Director of Shareholder Services
Novell, Inc., 2180 Fortune Drive, San Jose, CA 95131
(408) 434-2300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 24, 1994
(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 13-d-
I(b)(3) or (4), check the following box_____.
Check the following box if a fee is being paid with the
statement__X_. (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-I(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 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>
SCHEDULE 13D
CUSIP No. 670006 10 5
1 NAME OF REPORTING PERSON Alan C. Ashton
S.S. OR I.R.S. NO. OF ABOVE PERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
3 SEC USE ONLY
4 SOURCE OF FUNDS* SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF 7 SOLE VOTING POWER 19,615,524
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 19,615,524
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 25,345,670
12 CHECK BOX IF THE AGGREGATE AMOUNT IS ROW (11)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7%
14 TYPE OF REPORTING PERSON IN
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, par value $.10
per share, of Novell, Inc., a Delaware corporation ("Novell").
The principal executive offices of Novell, Inc. are located at
122 East 1700 South, Provo, Utah 84606, telephone (801) 429-7000.
Item 2. Identity and Background.
This Schedule 13D is filed by Alan C. Ashton, whose current
address is 600 South Palisade Drive, Orem, Utah 84058.
Dr. Ashton is phillanthropist and investor.
Dr. Ashton has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
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.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Novell Common Stock held by Dr. Ashton were
acquired pursuant to an Agreement and Plan of Reorganization,
dated as of March 21, 1994, and amended as of May 31, 1994 (the
"Merger Agreement"), in exchange for shares of common stock of
WordPerfect held by Dr. Ashton. The Merger Agreement is
incorporated by reference herein (see Item 7) and all references
to the Merger Agreement contained herein are qualified in their
entirety by reference to the full text of the Merger Agreement.
Item 4. Purpose of Transaction.
Pursuant to the Merger Agreement, WordPerfect was merged
with and into Novell (the "Merger"), with Novell as the surviving
corporation, and each share of common stock of WordPerfect (other
than shares held by WordPerfect, Novell or their respective
subsidiaries and shares, if any, held by persons exercising
dissenters' rights in accordance with the URBCA ("Dissenting
Shares")), including shares issuable upon the exercise of any
option to acquire shares of common stock of WordPerfect prior to
the effective time of the Merger, that are issued and outstanding
immediately prior to the effective time of the Merger (other than
Dissenting Shares) were automatically canceled and extinguished
and converted, without any action on the part of the holder
thereof, into the right to receive one share of Novell Common
Stock. On June 8, 1994, the last sale price of Novell Common
Stock as reported on the Nasdaq National Market was $17 1/4 per
share.
Based upon the number of shares of Novell Common Stock
outstanding as of May 27, 1994, 362,229,164 shares of Novell
Common Stock will be outstanding immediately after the effective
time of the Merger, of which approximately 14.18% will be held by
the former holders of common stock of WordPerfect.
In connection with the Merger, Novell has agreed that the
Novell Board of Directors will, promptly following the receipt of
a request from Dr. Ashton and another former WordPerfect
shareholder, Bruce W. Bastian, increase the size of the Novell
Board of Directors from seven to nine and at such time cause Dr.
Ashton and Mr. Bastian (or their designees) to be elected to the
Novell Board of Directors. Dr. Ashton and Mr. Bastian are
expected to make such a request in the latter part of 1994. The
Novell Board of Directors has agreed to take all necessary action
to cause Dr. Ashton and Mr. Bastian (or their designees) to be
nominated for election at the Novell annual meeting of
stockholders for fiscal year 1995.
Item 5. Interest in Securities of the Issuer.
a. As of the date of this Schedule 13D, Dr. Ashton
beneficially owns 25,345,670 shares of Novell Common
Stock, or approximately 7% of the issued and
outstanding shares of Novell's Common Stock (based on a
representation by Novell in the Registration Statement
on Form S-4 (Registration No. 33-53215) filed with the
Securities and Exchange Commission on April 22, 1994,
and all amendments thereto, registering the shares of
Novell Common Stock issued in connection with the
Merger, that there were 362,229,164 shares of Novell
Common Stock issued and outstanding as of May 27,
1994). Such 25,345,670 shares of Novell Common Stock
include (a) 5,316,890 shares held by Karen J. Ashton,
Dr. Ashton's wife, and (b) 413,256 shares held by a
third party as custodian for the children of Dr. and
Mrs. Ashton who are under 18 years of age, as to which
shares Dr. Ashton disclaims beneficial ownership. Such
25,340,670 shares of Novell Common Stock does not
include 206,628 shares held by the children of Dr. and
Mrs. Ashton who are over 18 years of age.
b. Dr. Ashton has sole power to vote and dispose of
19,615,524 shares of Novell Common Stock, which number
of shares excludes the 5,316,890 shares held by Mrs.
Ashton and the 413,256 shares held by a third party as
custodian for the children of Dr. and Mrs. Ashton who
are under 18 years of age.
c. Other than as described herein, there were no
Novell Common Stock transactions effected by Dr. Ashton
during the 60-day period preceding the date set forth
on the cover.
d. Not applicable.
e. Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
As noted under Item 4 above, Novell, in connection with the
Merger, has agreed that the Novell Board of Directors will,
promptly following the receipt of a request from Dr. Ashton and
Mr. Bastian, increase the size of the Novell Board of Directors
from seven to nine and at such time cause Dr. Ashton and Mr.
Bastian (or their designees) to be elected to the Novell Board of
Directors.
Item 7. Material to Be Filed as Exhibits.
*1 Agreement and Plan of Reorganization, dated as of
March 21, 1994, and Amendment to Agreement and
Plan of Reorganization, dated as of May 31, 1994
(as amended, the "Merger Agreement"), among
Novell, Novell Acquisition Corp., WordPerfect,
Alan C. Ashton, Bruce W. Bastian and Melanie L.
Bastian.
*Incorporated by reference to Novell's Registration Statement on
Form S-4 (Registration No. 33-53215) filed with the Securities
and Exchange Commission on April 22, 1994, and all amendments
thereto.
<PAGE>
Signature
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.
Date: July 5, 1994 /s/ Alan C. Ashton
______________________
<PAGE>
EXHIBIT INDEX
Sequential
Page
Exhibit
Number
Number Description of Exhibits
**1 Agreement and Plan of Reorganization,
dated as of March 21, 1994, and
Amendment to Agreement and Plan of
Reorganization, dated as of May 31, 1994
(as amended, the "Merger Agreement"),
among Novell, Novell Acquisition Corp.,
WordPerfect, Alan C. Ashton, Bruce W.
Bastian and Melanie L. Bastian.
**Incorporated by reference to Novell's Registration Statement on
Form S-4 (Registration No. 33-53215) filed with the Securities
and Exchange Commission on April 22, 1994, and all amendments
thereto.
<PAGE>
