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OMB APPROVALUNITED STATES
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: October 31, 1994
Estimated average burden
SCHEDULE 13D hours per response 14.90
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
December 20, 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
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
CUSIP No. 670006 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce W. Bastian
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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
19,630,990
NUMBER OF --------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 150,000
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 19,630,990
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
150,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,630,990
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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)
5.4%
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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 Bruce W. Bastian, whose current address is P.O.
Box 1571, Orem, Utah 84059. Mr. Bastian is a philanthropist and investor.
Mr. Bastian 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.
Mr. Bastian 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 Mr. Bastian 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 Mr. Bastian. 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 Mr.
Bastian and another former WordPerfect shareholder, Alan C. Ashton, increase
the size of the Novell Board of Directors from seven to nine and at such time
cause Mr. Bastian and Dr. Ashton (or their designees) to be elected to the
Novell Board of Directors. Mr. Bastian and Dr. Ashton made such a 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 December 20, 1994 Mr. Bastian transferred as gifts the following shares (i)
150,000 shares to the BWB Charitable Trust where Mr. Bastian is co-trustee, as
to which shares he disclaims beneficial ownership and (ii) 601 shares to each
of his four minor children which shares are held by a third party custodian,
as to which shares Mr. Bastian disclaims beneficial ownership.
Item 5. Interest in Securities of the Issuer.
(a) The information furnished herein is as of December 20, 1994.
Mr. Bastian beneficially owns 19,630,990 shares of Novell Common Stock
(approximately 5.4% of the issued and outstanding shares of Novell Common
Stock), which number of shares excludes (i) 4,322,756 shares are held by
Melanie L. Bastian, Mr. Bastian's wife not living in the same household,
175,000 shares are held in the Melanie Bastian Family Foundation and
1,000,000 shares are held in the Melanie Bastian Charitable Trust, as to
which shares Mr. Bastian disclaims beneficial ownership, (ii) 399,744
shares are held by a third party as custodian for the children of Bruce
and Melanie Bastian who are under 18 years of age, as to which shares Mr.
Bastian disclaims beneficial ownership and (iii) 150,000 shares are held
in the BWB Charitable Trust with Mr. Bastian as co-trustee, as to which
shares he disclaims beneficial ownership as he does not have a pecuniary
interest in any of such shares.
(b) Mr. Bastian has sole power to vote and dispose of 19,630,990
shares of Novell Common Stock held of record in his name; has shared power
to vote and dispose of 150,000 shares held in the BWB Charitable Trust;
has no voting or dispositive power with respect to the following (i)
4,322,756 shares held by Melanie L. Bastian, (ii) 175,000 shares held in
Melanie Bastian Family Foundation, (iii) 1,000,000 shares held in Melanie
Bastian Charitable Trust, and (iv) 399,744 shares held by third party as
custodian for the children of Bruce and Melanie Bastian who are under 18
years of age.
(c) Other than as described above in response to Item 4 hereof,
there were no Novell Common Stock transactions effected by Mr. Bastian
during the 60-day period preceding the date set forth on the cover.
(d) Under the BWB Charitable Trust Mr. Robert Perkins is co-trustee
with Mr. Bastian.
(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, agreed
that the Novell Board of Directors would, promptly following the receipt of a
request from Mr. Bastian and Dr. Ashton increase the size of the Novell
Board of Directors from seven to nine and at such time cause Mr. Bastian and
Dr. Ashton (or their designees) to be elected to the Novell Board of
Directors.
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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/ Bruce W. Bastian
Bruce W. Bastian
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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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