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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: October 31, 1994
Estimated average burden
hours per response 14.90
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Novell, Inc.
(Name of Issuer)
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)
January 13, 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 this
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 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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SCHEDULE 13D
USIP No. 670006 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alan C. Ashton
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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*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
14,065,524
NUMBER OF ---------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,866,890
EACH ---------------------------------------------------------
EPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,065,524
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10 SHARED DISPOSITIVE POWERWITH
7,866,890
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,382,414
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
X
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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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 1555 N. Technology Way, Orem, Utah
84057, 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 a philanthropist
and investor.
Dr. Ashton has not, during the last five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction, as a result of which proceeding he 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.
Dr. Ashton is a citizen of the United States of America.
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 were 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 would, 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 made such request and
are currently Directors on the Novell Board. Dr. Ashton and Mr. Bastian have
also been nominated for election at the Novell annual meeting of shareholders
for fiscal year 1995.
On January 13, 1995 850,000 shares were sold from each of the following
accounts, (i) AKA Charitable Remainder Unitrust 1, (ii) AKA Charitable
Remainder Unitrust 2, (iii) Ashton Family Foundation. Dr. Ashton also sold,
on the above date, 450,000 shares from his direct holdings. All sales were at
$18 per share.
Item 5. Interest in Securities of the Issuer.
(a) The information furnished herein is as of January 13, 1995.
Dr. Ashton beneficially owns 19,382,414 shares of Novell Common Stock
(approximately 5.3% of the issued and outstanding shares of Novell
Common Stock), which number excludes (i) 850,000 shares which are held
by the Ashton Family Trust and Dr. Ashton as co-trustee, as to which
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shares he disclaims beneficial ownership as he does not have a
pecuniary interest in any of such shares, (ii) 344,380 shares are 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, (iii) 275,504 shares held by the children of Dr.
and Mrs. Ashton who are over 18 years of age living at home, as to
which shares Dr. Ashton disclaims beneficial ownership and (iv)
1,700,000 shares held equally by AKA Charitable Remainder Unitrust 1
and 2 with respect to which Dr. Ashton has an interest only in the
income from the trust at a specified rate.
(b) Dr. Ashton has sole power to vote and dispose of 14,065,524
shares of Novell Common Stock held of record in the Alan Ashton Trust;
has shared power with his wife, to vote and dispose of 5,316,890 shares
held in the Karen Ashton Trust; has shared power to vote and dispose of
2,550,000 shares held equally in the AKA Charitable Remainder Unitrust
1, AKA Charitable Remainder Unitrust 2 and the Ashton Family
Foundation; has no voting or dispositive power with respect to 344,380
shares held by a third party as custodian for the children of Dr. and
Mrs. Ashton who are under the age of 18 and 275,504 shares held by the
children of Dr. and Mrs. Ashton who are over 18 years of age living at
home.
(c) Novell Common Stock transactions effected by Dr. Ashton
during the 60-day period preceding the date set forth on the cover are
as follows: On December 30, 1994 Dr. Ashton transferred the following
shares: (i) 2,550,000 shares to the Karen Ashton Trust (which trust Dr.
and Mrs. Karen Ashton, Dr. Ashton's wife are the co-trustees and Mrs.
Ashton is the beneficiary), (ii) 850,000 shares were gifted to each of
the following (a) AKA Charitable Remainder Unitrust 1, (b) AKA
Charitable Remainder Unitrust 2, and (c) Ashton Family Foundation.
Also, on December 30, 1994 Mrs. Karen Ashton gifted 850,000 shares to
each of the following (i) AKA Charitable Remainder Unitrust 1, (ii) AKA
Charitable Remainder Unitrust 2 and (iii) Ashton Family Foundation.
(d) Under the AKA Charitable Remainder Unitrust 1 and 2, Mrs.
Karen Ashton and Mr. Ralph Rasmussen, Jr. are joint trustees with Dr.
Ashton. Under the Ashton Family Foundation, Mrs. Karen Ashton and Mrs.
Emily Ann Eddington are joint trustees with Dr. Ashton.
(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.
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*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.
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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: February 14, 1995
/s/ Alan C. Ashton
Alan C. Ashton
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EXHIBIT INDEX
Sequential
Exhibit Page
Number Description of Exhibits Number
**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.
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**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.
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