SC 13G/A 1 novell.txt TERMINATION OF NOVELL TAUNUS CORPORATION 31 West 52nd Street New York, New York 10019 Jeffrey A. Ruiz Vice President Telephone: (212) 469-3667 February 8, 2002 Securities and Exchange Commission SEC Document Control 450 Fifth Street, N.W. Washington, DC 20549 Attn: Filing Desk Dear Sirs: Re: Filing of Schedule 13G on Novell Incorporated Pursuant to Rule 13d-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, the following is one copy of the Schedule 13G with respect to the common stock of the above referenced corporation. Please acknowledge your receipt of the Schedule 13G filing submission through the EDGAR Ease System software, by E-Mail confirmation. Sincerely, Jeffrey A. Ruiz Enclosures UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Novell Incorporated --------------------------------------- NAME OF ISSUER: Common Stock (Par Value $.10) --------------------------------------- TITLE OF CLASS OF SECURITIES 670006105 --------------------------------------- CUSIP NUMBER December 31, 2001 --------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-I(b) [ ] Rule 13d-I(c) [ ] Rule 13d-I(d) CUSIP NO 670006105 1.NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Taunus Corporation 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3.SEC USE ONLY 4.CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 7. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES * [] 11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.TYPE OF REPORTING PERSON Item 1(a). Name of Issuer: Novell Inc. (the Issuer ) Item 1(b). Address of Issuer's Principal Executive Offices: The address of the Issuer's principal executive offices is 122 East 1700 South, Provo, UT 84606 Item 2(a). Name of Person Filing: This statement is filed on behalf of Taunus Corporation (the Reporting Person ). Item 2(b). Address of Principal Business Office or, if none, Residence: The principal place of business of the Reporting Person is 31 West 52nd Street, New York, New York, 10019. Item 2(c). Citizenship: The citizenship of the Reporting Person is set forth on the cover page. Item 2(d). Title of Class of Securities: The title of the securities is common stock(the Common Stock). Item 2(e). CUSIP Number: The CUSIP number of the Common Stock is set forth on the cover page. Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: A. Taunus Corporation: (a) [ ]Broker or dealer registered under section 15 of the Act; (b) [ ]Bank as defined in section 3(a)(6) of the Act; (c) [ ]Insurance Company as defined in section 3(a)(19) of the Act; (d) [ ]Investment Company registered under section 8 of the Investment Company Act of 1940; (e) [ ]An investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(E); (f) [ ]An employee benefit plan, or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [X] A parent holding company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G); (h) [ ]A savings association as defined in section 3(b) of the Federal Deposit Insurance Act; (i) [ ]A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j) [ ]Group, in accordance with Rule 13d-1 (b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1 (c), check this box. [ ] Item 4. Ownership. (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: (ii) shared power to vote or to direct the vote: (iii) sole power to dispose or to direct the disposition of: (iv) shared power to dispose or to direct the disposition of: Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. Dated: February 8, 2002 TAUNUS CORPORATION By: /s/ James T. Byrne, Jr. ------------------------------------- Name: James T. Byrne, Jr. Title: Secretary