-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, MTvxJRXd41Z62ygukGWcRdWbb6LVBXAhejavEWISkvPk8Xfw8+V4CIJjGYwKDp9O damMJ7n8Bj8JWJbwX1X6MA== 0000926339-95-000002.txt : 19950515 0000926339-95-000002.hdr.sgml : 19950515 ACCESSION NUMBER: 0000926339-95-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950214 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVELL INC CENTRAL INDEX KEY: 0000758004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 870393339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37354 FILM NUMBER: 95510994 BUSINESS ADDRESS: STREET 1: 122 EAST 1700 SOUTH CITY: PROVO STATE: UT ZIP: 84606 BUSINESS PHONE: 8014297000 MAIL ADDRESS: STREET 1: 122 E. 1700 S. CITY: PROVO STATE: UT ZIP: 84606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHTON ALAN C CENTRAL INDEX KEY: 0000926339 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 529843121 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 122 EAST 1700 SOUTH CITY: PROVO STATE: UT ZIP: 84606 BUSINESS PHONE: 801-429-7000 MAIL ADDRESS: STREET 1: 122 EAST 1700 SOUTH CITY: PROVO STATE: UT ZIP: 84606 SC 13D 1 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. 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 30, 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). SCHEDULE 13D CUSIP No. 670006 10 Page 2 of 7 Pages - ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan C. Ashton - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - ------------------------------------------------------------------ 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. - ------------------------------------------------------------------- 7 SOLE VOTING POWER 14,515,524 NUMBER OF --------------------------------------------------- SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,416,890 EACH --------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWERREPORTING 14,515,524 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,416,890 --------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,832,414 - -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X - --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - ---------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------------------------------------------------------------------- *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. 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 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. Item 5. Interest in Securities of the Issuer. (a) The information furnished herein is as of December 30, 1994. Dr. Ashton beneficially owns 19,832,414 shares of Novell Common Stock (approximately 5.4% of the issued and outstanding shares of Novell Common Stock), which number excludes (i) 1,700,000 shares which are held by the Ashton Family Trust and Dr. Ashton as co-trustee, as to which shares he disclaims beneficial ownership as he does not have a pecuniary interest in any of such shares, (ii) 344,380 shares which 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) 3,400,000 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 14,515,524 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 5,100,000 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) 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) 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. - ------------------------------------ *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. 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 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. - --------------------------- **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. -----END PRIVACY-ENHANCED MESSAGE-----