<PAGE> UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D OMB APPROVAL
Under the Securities Exchange Act of 1934 ----------------
(Amendment No. 6)* OMB Number:3235-0145
Expires: October 31, 1994
Estimated average burden hours
The Santa Cruz Operation, Inc. per response.. 14.90
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
801833104
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(CUSIP Number)
John Luhtala, Chief Financial Officer
Santa Cruz Operation, Inc., 400 Encinal Street, Santa Cruz, CA 95061
(831) 425-7222
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 1, 1999
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(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-1(b)(3) or (4), check the following
box ___ .
Check the following box if a fee is being paid with the 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. 801833104 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
87-0393339 Novell, Inc.
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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* OO
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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 Delaware
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NUMBER OF 7 SOLE VOTING POWER 4,591,750
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 4,591,750
REPORTING ----------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,591,750
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ___
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.89%
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14 TYPE OF REPORTING PERSON* CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2 OF 4)
</PAGE>
<PAGE>
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1. Security and Issuer.
This Schedule 13D relates to Common Stock, no par value, of The Santa Cruz
Operations, Inc. a California corporation ("SCO"). The principal executive
offices of SCO are located at 400 Encinal Street, Santa Cruz, California
95061, Telephone (831) 425-7222.
Item 2. Identity and Background.
This Schedule 13D is filed by Novell, Inc., a Delaware corporation, whose
corporate address is 122 East 1700 South, Provo, Utah 84606. Novell is the
leading netware software provider worldwide.
Item 3. Source and Amount of Funds or Other Consideration.
Novell, Inc. acquired 6,127,500 shares of the Common Stock, no par value per
share (the Shares) of SCO in exchange for certain assets associated with a
line of software products known as Unix and UnixWare.
Item 4. Purpose of Transaction.
Novell acquired the Shares in connection with its sale (the Sale) to SCO of a
line of software products known as Unix and UnixWare. Concurrently with the
consummation of the Sale, a nominee of Novell was appointed to the Board of
Directors of SCO. (With this exception, Novell has no plans or proposals
which relate to or would result in any of the items listed in Item 4.)
On January 29, 1999 Novell sold, 150,000 shares at $5.1875 in a private
transaction back to the issuer.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, Novell beneficially owns
4,591,750 shares of SCO Common Stock or approximately 12.89 percent of the
issued and outstanding shares of SCO's Common Stock.
(b) Novell has sole power to vote and dispose of 4,591,750 shares of SCO
Common Stock held of record in the corporation's name.
(c) Other than as described above in response to Item 4 hereof, there
were no SCO Common Stock transactions effected by Novell during the 60-day
period preceding the date set forth on the cover except for 343,200 shares
that were sold in December as reported on the 13D dated January 11, 1999.
(d) Not applicable.
(e) Not applicable.
(3 OF 4)
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
As noted under Item 4 above, concurrently with the consummation of the Sale, a
nominee of Novell was appointed to the Board of Directors of SCO.
Item 7. Material to Be Filed as Exhibits.
None
Signature
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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 9, 1999
/s/ Betty DePaola
--------------------------
Novell, Inc.
Betty DePaola, Assistant Corporate Secretary
(4 of 4)
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