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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                   FORM 10-K
 
     [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
 
                   FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998
 
                                       OR
 
     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
        SECURITIES EXCHANGE ACT OF 1934
 
           FOR THE TRANSITION PERIOD FROM                TO                .
 
                             COMMISSION FILE NUMBER 0-13351
 
                                      NOVELL, INC.
                 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                            <C>
                   DELAWARE                                     87-00393339
       (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)
</TABLE>
 
                              122 EAST 1700 SOUTH
                               PROVO, UTAH 84606
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
 
                                 (801) 861-7000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
                                      NONE
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.10 PER SHARE
                        PREFERRED SHARE PURCHASE RIGHTS
 
    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [ ]
 
    The aggregate market value of the registrant's common stock held by
nonaffiliates on December 31, 1998 (based on the last reported price of the
Common Stock on the NASDAQ National Market System on such date) was
$6,099,717,048.
 
    As of December 31, 1998 there were 337,790,476 shares of the registrant's
common stock outstanding.
 
    Portions of Registrant's Annual Report to Shareholders for the fiscal year
ended December 31, 1998, are incorporated by reference in Parts II and IV of
this Form 10-K to the extent stated herein. Portions of Registrant's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held on April 12,
1999, are incorporated by reference in Part III of this Form 10-K to the extent
stated herein.
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<PAGE>   2
 
                                     PART I
 
ITEM 1. BUSINESS
 
THE COMPANY
 
     Novell is the leading provider of network software enabled by directory
services. Novell Internet solutions make networks more manageable and secure,
and reduce the total cost of ownership for organizations of every kind and size.
Novell's worldwide channel, developer, education and technical support programs
are the most extensive in the network computing industry.
 
     The Company was incorporated in Delaware on January 25, 1983. Novell's
executive offices are located at 122 East 1700 South, Provo, Utah 84606. Its
telephone number at that address is (801) 861-7000.
 
     The Company markets its products through 37 U.S. and 64 international sales
offices. The Company sells its products to end users through licensing
agreements as well as through distributors and national retail chains, who in
turn sell the Company's products to retail dealers. The Company also sells its
products to OEMs, system integrators, and value added resellers (VARs).
 
     The Company primarily conducts product development activities in San Jose,
California; and Provo and Orem, Utah. It also contracts out some product
development activities to third-party developers.
 
     Changes in the economic and business environment for network software have
occurred in the last several years, which have led to strategic and operational
changes at Novell. The Company has evolved its business to focus on software
applications which leverage network capabilities and capitalize on the growth of
the Internet. In fiscal 1998, the Company focused on delivering new products
consistent with the Company's strategy and began harvesting the benefits of the
lower cost and restructured organization. The results were significant.
Benefitting from a more productive product development organization, the Company
shipped its NetWare 5 server platform ahead of schedule. This major new product
release, based on pure Internet Protocol and Novell's third-generation
directory, solidly positions the Company as a networking and Internet leader.
The Company, along with NetWare 5, delivered a number of new applications,
utilizing directory technology which robustly captures the benefits of
networking and the Internet. The Company initiated its technology transition in
fiscal 1996 with the sale of its UnixWare product line to Santa Cruz Operation,
Inc. (SCO) as well as the sale of its personal productivity applications product
line to Corel Corporation (Corel).
 
     New software delivery technologies have enabled the Company to continue its
shift from heavy reliance on physical distribution of product toward lower cost
licensing agreements. Distribution channel product shipments dropped to less
than one-third of total revenue in 1998. In both the third quarter of fiscal
1997 and the second quarter of fiscal 1996, the Company realigned distribution
channel inventory by constraining product shipments to distribution channel
partners. The Company believes these actions, which significantly reduced
reported revenue in both periods, brought indirect distribution channel
inventory in line with current market demand.
 
     Fiscal 1998 also realized the full benefit of cost restructuring programs
which began in fiscal 1996 and 1997. Capitalizing on workforce and facility
reductions in fiscal 1997 and 1996, the Company redirected and leveraged its
remaining resources to focus on critical objectives with the highest return to
the business. The Company grew earnings incrementally every quarter in fiscal
1998. Through operational control, rigorous business practices, and improved
internal management systems, expense structures were reduced as a percentage of
revenue and moved closer to leading software company benchmarks. A newly
integrated marketing team, focused on key initiatives across the Company,
reduced redundant promotion and advertising expenditures. These expense controls
were complemented by sequential revenue growth each quarter of fiscal 1998.
Fiscal 1998 also saw a strengthening of the management team with the addition of
Dennis R. Raney, Senior Vice President and Chief Financial Officer, as well as
R. Michael Sheridan, Vice President, Strategic Businesses.
 
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BUSINESS STRATEGY
 
     Novell provides standards-based network software for intranets and the
Internet. The Internet has accelerated the pace at which networks are becoming a
strategic asset for business, becoming the primary provider of a vast range of
services essential to business including personal communications, publishing of
information, supply chain management and electronic transactions. Novell
provides network software to make these services available to network users
wherever and whenever they are needed, more quickly and at a lower cost than
ever before. The Company's network solutions enable businesses to protect and
expand their investments in these services in an increasingly networked world.
 
     Novell's network solutions provide essential network management, messaging
and groupware capabilities integrated through Novell's industry leading
directory services. Networks are inherently a varied mix of infrastructure,
computer systems, applications and other devices. Novell software provides the
framework and applications for managing, maintaining and accessing the
information and services of these networks.
 
     Novell has oriented all of its products to Internet standards, enabling
customers to increase the performance of traditional local and wide area
networks. Today, businesses are rapidly developing corporate intranets that
leverage the broad range of capabilities of the Internet.
 
TECHNOLOGIES
 
     Establishing Novell Directory Services as a de facto industry
standard. Novell Directory Services (NDS) is a key part of Novell's strategy for
providing unique value in business intranets and the Internet. NDS can maintain
a replicated database of users, network equipment, computer systems,
applications, files and other network resources. It provides distributed access
control that can be centrally administered, security, management and
administration of information resources across computer networks. NDS is
integrated with the company's NetWare 4 and 5 server operating systems and
Novell provides a version called NDS for NT that integrates with Microsoft's
Windows NT. NDS provides full support for Internet protocols, including the
lightweight directory access protocol (LDAP). With NDS on leading server
platforms, Novell and its partners will provide value-added network services
software that uses the directory as a foundation. Novell's Z.E.N.works is an
example. Z.E.N.works allows customers to manage desktops throughout their
network from Novell's directory. Z.E.N.works has become one of Novell's fastest
growing products.
 
     Netware 5. In 1998, Novell released Netware 5, a major update to its
networking platform. Netware 5 includes a new microkernel, support for
record-breaking Java server-side execution, a next generation file system, and
Novell Distributed Print Services. Netware 5 joined Netware 4.2 and Netware 3.2
as Year 2000 ready solutions for Novell customers.
 
     Providing Novell Directory Services for the Internet. Novell's
BorderManager product leverages NDS to authenticate trusted users and provide
them with remote access and Virtual Private Networking (VPN) services across
BorderManager's firewall. BorderManager also accelerates web page access across
the Internet through its very fast caching technology. By using the cache in
reverse mode, in front of a web server, about 10,000 web hits per second can be
accommodated.
 
     Providing value-added network services software for business intranets and
the Internet. Novell delivers network services that run on a company's NetWare
network operating system for business intranets and the Internet. These network
services add value to the network by reducing costs of ownership and
administration, simplifying management tasks for administrators, and making
access to network-based information easier for end users. In the first release
of NetWare, network services encompassed only file and print. Over the past
decade, network services provided by Novell have expanded to include host
communications, network management, collaboration and messaging, Web services,
security, and advanced file and print.
 
     Providing network applications for network solutions. GroupWise is Novell's
leading network application for end users, providing electronic mail,
calendaring, scheduling, and task and document management features. In 1998, the
Company expanded the functionality of GroupWise by including extended document
management capabilities and web publishing features. ManageWise is the leading
management software offering for managing all network resources from the servers
that run NetWare and NT server operating
 
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systems to the clients, computers, and other devices that access information
resources. To provide complete network management solutions, ManageWise
integrates with leading enterprise management products.
 
PROGRAMS
 
     Technical Support Alliance. In May 1991, Novell announced the formation of
the Technical Support Alliance (TSA), with 40 current members including Apple,
Compaq, Hewlett-Packard, Intel, IBM, Lotus, Microsoft, and Oracle. The TSA was
organized to provide one-stop multi-vendor support. Member companies provide
cooperative efforts to support their customers.
 
     Certified Novell Engineer Program. Through the Certified Novell Engineer
(CNE) program, Novell is strengthening the networking industry's Level I support
self-sufficiency. CNEs are individuals who receive high-level training,
information, and advanced technical telephone support (Level II) from Novell.
CNEs may be employed by resellers, independent support organizations, or Novell
Support Organizations (NSOs). The NSO program pools the capabilities of the
industry's best support providers. NSOs have contractual agreements with Novell
that are designed to ensure quality service on a national or global level for
NetWare and other Novell products.
 
     Novell Authorized Education Centers. Novell offers education to end users
through nearly 1,300 independent Novell Authorized Education Centers (NAECs)
worldwide, which use Novell-developed courses to instruct students in the use
and maintenance of Novell products. Novell also offers self-paced training
products.
 
PARTNERSHIPS
 
     Development Partners. When customers request that a new service or function
be added to Novell products, Novell investigates the most effective way to
deliver that functionality to the user. Sometimes the best way is for Novell to
partner with a company who has expertise in that specific area. By partnering,
the combination of Novell's core expertise in networks and the partner's
expertise in the given product area combine to deliver a better solution faster
than if Novell attempted to develop it alone.
 
     Systems Partners. Novell partners with companies who have complementary
software and hardware. The resulting solution is a powerful combination of
products that deliver enterprise-wide connectivity solutions. These partners
include system suppliers like IBM, Compaq, DEC and HP, as well as system
integration experts like Memorex Telex, Arthur Andersen, and EDS.
 
     Application Partners. Novell works very closely with application developers
to provide integrated software products and support for end users. As network
applications grow in importance, this program will help assure broad
availability of well integrated, multi-vendor applications.
 
     Enterprise Consulting Partners. Leading systems integrators and consulting
organizations work with Novell to deliver distributed client/server solutions
for customers with large enterprise-wide networks.
 
     Multiple Channel Distribution Network. The Company markets and delivers its
products through a broad range of distributors, dealers, value-added resellers,
systems integrators, and OEMs as well as to major end users.
 
     Worldwide Service and Support. The Company is a global corporation,
servicing its customers from offices located throughout the world. It is
committed to providing service and support on a worldwide basis to its resellers
and to their end-user customers. The Company has established agreements with
third-party service vendors to expand and complement the service provided
directly by the Company's service personnel and the Company's resellers.
 
NOVELL PRODUCTS
 
     The Company's products work together, interoperate with thousands of
third-party solutions, and span data networks from workgroup LANs to the
Internet.
 
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<PAGE>   5
 
     Directory -- The directory enables businesses to manage their entire
heterogeneous network as a single, unified entity -- all from a centralized
location. Tasks that used to take hours can now be done in a few minutes.
Products include: Novell Directory Services (NDS), NDS for NT, and NDS for
Solaris.
 
     Platform -- Novell is known for delivering proven network reliability,
scalability, performance, and security, backed by the largest support
infrastructure in the world -- delivering up to 23 days a year more server
uptime for users. Products include: NetWare 5, NetWare for Small Business,
NetWare 4, and NetWare 3.
 
     Management -- Novell's management tools allow businesses to control and
administer most aspects of their network from one central site. Network
administrators can change users, perform routine administration duties, and even
roll out software to users. Products include: ManageWise, Z.E.N.works, and
ConsoleOne.
 
     Communicate -- They say a company's best asset is the collective knowledge
of its employees. Novell's products leverage that advantage with products
designed to allow users to share files, send e-mails, manage documents and
publish documents to the Internet. Products include: GroupWise, GroupWise
WebPublisher, NetWare NFS Services, Replication Services, and Novell Distributed
Print Services.
 
     Connect -- Novell can help expand networks to branch offices, into
intranets, and the Internet to get the most out of networks. But more
importantly, Novell products can keep these connections fast and secure.
Products include: BorderManager, NetScape Servers for NetWare, intraNetWare
HostPublisher, Host Connectivity, and High Availability Servers.
 
PRODUCT DEVELOPMENT
 
     Due to the rapid pace of technological change in its industry, the Company
believes that its future success will depend, in part, on its ability to enhance
and develop its software products to satisfactorily meet dynamic market needs.
 
     During fiscal 1998, 1997, and 1996, product development expenses were
approximately $225 million, $283 million, and $276 million, respectively. The
Company's product development effort consists primarily of work performed by
employees; however, the Company also utilizes third-party technology partners to
assist with product development.
 
SALES AND MARKETING
 
     Novell markets its NetWare family of network products through distributors,
dealers, vertical market resellers, systems integrators, and OEMs who meet the
Company's criteria, as well as to major end users. In addition, the Company
conducts sales and marketing activities and provides technical support,
training, and field service to its customers from its offices in San Jose,
California; Provo and Orem, Utah; and from its 37 U.S. and 64 international
sales offices.
 
     Distributors. Novell has established a network of independent distributors,
which resell the Company's products to dealers, VARs, and computer retail
outlets. As of December 31, 1998, there were approximately 10 U.S. distributors
and approximately 100 international distributors.
 
     Dealers. The Company also markets its products to large-volume dealers and
regional and national computer retail chains.
 
     VARs and Systems Integrators. Novell also sells directly to VARs and
systems integrators who market data processing systems to vertical markets, and
whose volume of purchases warrants buying directly from the Company.
 
     OEMs. The Company licenses its systems software to domestic and
international OEMs for integration with their products.
 
     End Users. Generally, the Company refers prospective end-user customers to
its resellers. However, the Company has the internal resources to work directly
with major end users and has developed U.S. and
 
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international master license agreements with approximately 1,200 of them to
date. Additionally, some upgrade products are sold directly to end users.
 
     International Sales. In fiscal 1998, 1997, and 1996, approximately 42%,
45%, and 50%, respectively, of the Company's net sales were to customers outside
the U.S. To date, substantially all international sales except Japanese sales,
Indian sales, and certain European sales to non-multinational distributors that
were shipped from its distribution center in Dublin, Ireland have been invoiced
by the Company in U.S. dollars. In fiscal 1999, the Company anticipates that a
portion of international revenues will continue to be invoiced in U.S. dollars.
The exceptions to the U.S. dollar invoicing will be Japanese sales through the
Company's joint venture in Japan, Indian sales through the Company's joint
venture in India and certain sales from its distribution center in Dublin,
Ireland. No one foreign country accounted for more than 10% of net sales in any
period. In fiscal 1998 and 1997, the Company had one multinational distributor
which accounted for 15% and 11% of revenue, respectively. Otherwise, no customer
accounted for more than 10% of revenue in any period.
 
     Marketing. The Company's marketing activities include distribution of sales
literature and press releases, advertising, periodic product announcements,
support of NetWare user groups, publication of technical and other articles in
the trade press, and participation in industry seminars, conferences, and trade
shows. The marketing departments of the Company employ many technical
laboratories which test and evaluate networked computer equipment and individual
devices. The knowledge derived from these laboratories is the basis for the
technical literature published by the Company. These activities are designed to
educate the market about networks in general, as well as to promote the
Company's products. Through the Professional Developers Program, the Company
strongly supports independent software and hardware vendors in developing
products that work on Novell networks. Thousands of multiuser application
software packages are now compatible with the NetWare operating system. In March
1998, the fourteenth annual BrainShare Conference was held to inform and educate
developers about Novell product strategy, Novell open architecture programming
interfaces, and Novell third-party product certification programs.
 
CUSTOMER SERVICES
 
     Novell's Customer Services is composed of Technical Services, Education and
Consulting Services. The Technical Services Group has an established
infrastructure worldwide with support centers in the United States, Europe and
Asia. These centers are World Class and have established quality standards with
ISO 9001 certification around the world. Novell Technical Services offers a wide
variety of flexible support offerings.
 
     Novell Education is the pioneer in the networking certification arena.
Novell Education has certified over 125,000 CNEs and 250,000 Certified Novell
Administrators (CNAs) at its customer and partner sites around the world. Novell
education continues to pioneer the certification process with future programs
focused on Novell's Directory and on the Internet.
 
MANUFACTURING SUPPLIERS
 
     The Company's products, which consist primarily of software diskettes and
manuals, are duplicated by outside vendors. This allows the Company to minimize
the need for expensive capital equipment in an industry in which multiple
high-volume manufacturers are available.
 
BACKLOG
 
     Lead times for the Company's products are typically short. Consequently,
the Company does not believe that backlog is a reliable indicator of future
sales or earnings. The Company's practice is to ship its products promptly upon
the receipt of purchase orders from its customers and, therefore, backlog is not
significant.
 
COMPETITION
 
     Novell competes in the highly competitive market for computer software.
Novell believes that the principal competitive factors are technical innovation
to meet dynamic market needs, marketing strength, system/performance, customer
service and support, reliability, ease of use, and price/performance.
 
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     The market for computer software remains competitive due to Microsoft's
presence in all sectors of the software business. The Company does not have the
product breadth and market power of Microsoft. Microsoft's ability to ship
networking products with features and functionality which are competitive with
Novell, together with its ability to offer incentives to customers to purchase
certain products in order to obtain favorable sales terms or necessary
compatibility or information with respect to other products, may significantly
inhibit the Company's ability to grow its business. In addition, as Microsoft
creates new operating systems and applications, there can be no assurance that
Novell will be able to ensure that its products will be compatible with those of
Microsoft.
 
     Additionally, the Company may face competition from other industry
companies which could introduce competitive operating systems. If any of these
competing products achieves market acceptance, Novell's business and results of
operations could be materially adversely affected.
 
COPYRIGHT, LICENSES, PATENTS AND TRADEMARKS
 
     The Company relies on copyright, patent, trade secret and trademark law, as
well as provisions in its license, distribution and other agreements in order to
protect its intellectual property rights. The Company has been issued what it
considers to be valuable patents and has numerous other patents pending. No
assurance can be given that the patents pending will be issued or, if issued,
will provide protection for the Company's competitive position. The Company has
an increasing concern that computer industry companies that have huge financial
resources and patent portfolios such as Lucent, AT&T, Microsoft, and IBM, will
increasingly assert patent infringement claims against smaller companies such as
Novell. While Novell has no reason to think it would not have defensible claims,
the cost and time of defending such claims can be significant. Although Novell
intends to protect its patent rights vigorously, there can be no assurance that
these measures will be successful nor that the claims on any patents held by the
Company will be sufficiently broad to protect the Company's technology. In
addition, no assurance can be given that any patents issued to the Company will
not be challenged, invalidated or circumvented or that the rights granted
thereunder will provide competitive advantages to the Company. The loss of
patent protection on the Company's technology or the circumvention of its patent
protection by competitors could have a material adverse effect on the Company's
ability to compete successfully in its business.
 
     The software industry is characterized by frequent litigation regarding
copyright, patent and other intellectual property rights. The Company has from
time to time had infringement claims asserted by third parties against it and
its products. While there are no known or pending threatened claims against the
Company, the unsatisfactory resolution of which would have a material adverse
effect on the Company's results of operations and financial condition, there can
be no assurance that such third party claims will not be asserted, or if
asserted, will be resolved in a satisfactory manner. In addition, there can be
no assurance that third parties will not assert other claims against the Company
with respect to any third-party technology. In the event of litigation to
determine the validity of any third-party claims, such litigation could result
in significant expense to the Company and divert the efforts of the Company's
technical and management personnel, whether or not such litigation is determined
in favor of the Company.
 
     In the event of an adverse result in any such litigation, the Company could
be required to expend significant resources to develop non-infringing technology
or to obtain licenses to the technology which is the subject of the litigation.
There can be no assurance that the Company would be successful in such
development or that any such licenses would be available. In addition, the laws
of certain countries in which Novell's products are or may be developed,
manufactured or sold may not protect the Company's products and intellectual
property rights to the same extent as the laws of the United States.
 
EMPLOYEES
 
     As of December 31, 1998, the Company had 4,510 employees. The functional
distribution of its employees was: sales and marketing -- 1,488; product
development -- 1,357; general and administrative -- 705; service, support,
education, and operations -- 960. Of these, 1,319 employees are in locations
outside the U.S. All other Company personnel are based at the Company's
facilities in Utah, California, and various
 
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U.S. field offices. None of the employees is represented by a labor union, and
the Company considers its employee relations to be excellent.
 
     Competition for qualified personnel in the computer industry is intense. To
make a long-term relationship with the Company rewarding, Novell endeavors to
give its employees and in some cases its consultants, challenging work,
educational opportunities, competitive wages, sales commission plans, bonuses,
and through stock option and stock purchase plans, opportunities to participate
financially in the ownership and success of the Company.
 
FACTORS AFFECTING EARNINGS AND STOCK PRICE
 
     In addition to factors described above under "Competition" which may
adversely affect the Company's earnings and stock price, other factors may also
adversely affect the Company's earnings and stock price. The ability of the
Company to maintain its competitive technological position will depend, in large
part, on its ability to attract and retain highly qualified development and
managerial personnel. Competition for such personnel is intense and there is a
risk of departure due to the competitive environment in the software industry.
The loss of a significant group of key personnel would adversely affect the
Company's product development efforts.
 
     As is common in the computer software industry, Novell has experienced
delays in the introduction of new products, due to the complexity of software
products, the need for extensive testing of software to ensure compatibility of
new releases with a wide variety of application software and hardware devices
and the need to "debug" products prior to extensive distribution. Significant
delays in developing, completing or shipping new or enhanced products would
adversely affect the Company.
 
     Moreover, the Company may experience delays in market acceptance of new
releases of its products as the Company engages in marketing and education of
the user base regarding the advantages and system requirements for the new
products and as customers evaluate the advantages and disadvantages of
upgrading. The Company has encountered these issues on each major new release of
its products, and expects that it will encounter such issues in the future.
Novell's ability to achieve desired levels of sales growth depends at least in
part on the successful completion, introduction and sale of new versions of its
products. There can be no assurance that the Company will be able to respond
effectively to technological changes or new product announcements by others, or
that the Company's research and development efforts will be successful. Should
Novell experience material delays or sales shortfalls with respect to new
product releases, the Company's sales and net income could be adversely
affected.
 
     Another goal of the Company is to achieve widespread acceptance and
adoption of Novell's Directory Services (NDS) and the products and applications
that take advantage of directory services. The Company's ability to achieve
success with NDS is dependent on a number of factors including but not limited
to the following: development of key directory products and upgrades, the
acceptance of those products by large industry partners, the marketing of those
products through appropriate channels of distribution, and the acceptance of
those products in major accounts. The Company has only had limited success in
introducing new technologies and there can be no assurance of success with NDS.
 
     The Company's future earnings and stock price could be subject to
significant volatility, particularly on a quarterly basis. The Company's
revenues and earnings may be unpredictable due to its shipment patterns. As is
typical in the software industry, a high percentage of the Company's revenues
are expected to be earned in the third month of each fiscal quarter and will
tend to be concentrated in the latter half of that month. Accordingly, quarterly
financial results will be difficult to predict and quarterly financial results
may fall short of anticipated levels. Because the Company's backlog early in a
quarter will not generally be large enough to assure that it will meet its
revenue targets for any particular quarter, quarterly results may be difficult
to predict until the end of the quarter. A shortfall in shipments at the end of
any particular quarter may cause the results of that quarter to fall
significantly short of anticipated levels. Due to analysts' expectations of
continued growth, any such shortfall in earnings can be expected to have an
immediate and very significant adverse effect on the trading price of Novell's
Common Stock in any given period. The past pattern of new product introductions
has caused revenues to fluctuate, sometimes significantly, on a
quarter-by-quarter basis. Such
 
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revenue fluctuations may contribute to the volatility of the trading price of
Novell Common Stock in any given period.
 
     In addition, the market prices for securities of software companies have
been historically volatile. The market price of Novell Common Stock, in
particular, has been subject to wide fluctuations in the past. As a result of
the foregoing factors and other factors that may arise in the future, the market
price of Novell's Common Stock may be subject to significant fluctuations within
a short period of time. These fluctuations may be due to factors specific to the
Company, to changes in analysts' earnings estimates, or to factors affecting the
computer industry or the securities markets in general.
 
     There is also a substantial risk that Novell will be sued for issues or
problems associated with the Year 2000. While Novell has not yet been sued and
has made substantial efforts in assuring its shipping products and the products
it is utilizing in-house conform to appropriate Year 2000 design parameters,
there can be no assurance that third party claims will not be asserted or, if
asserted, would be resolved in a manner satisfactory to Novell. For further
discussion of the Company's Year 2000 risks, please refer to the "Future
Results" section of "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 14 through 15 of the Company's Annual Report
to Shareholders for the fiscal year ended October 31, 1998.
 
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ITEM 1a. EXECUTIVE OFFICERS OF THE REGISTRANT
 
     Set forth below are the names, ages, titles with Novell, and present and
past positions of the persons currently serving as executive officers of Novell.
 
<TABLE>
<CAPTION>
                                             HAS BEEN
                                             OFFICER
                NAME                  AGE     SINCE               POSITION OR OFFICE
                ----                  ---    --------             ------------------
<S>                                   <C>    <C>         <C>
Eric E. Schmidt.....................  43       1997      Chairman of the Board and Chief
                                                         Executive Officer
David R. Bradford...................  48       1986      Senior Vice President, General
                                                         Counsel, and Corporate Secretary
Ronald E. Heinz, Jr.................  40       1996      Senior Vice President, Worldwide
                                                         Sales
Jennifer A. Konecny-Costa...........  52       1996      Senior Vice President, Human
                                                         Resources
Stewart G. Nelson...................  38       1997      Senior Vice President, Product
                                                         Development
Richard A. Nortz....................  54       1997      Senior Vice President, Customer
                                                         Services
Dennis R. Raney.....................  56       1998      Senior Vice President and Chief
                                                         Financial Officer
Glenn Ricart........................  49       1996      Senior Vice President and Chief
                                                         Technology Officer
John F. Slitz, Jr...................  49       1997      Senior Vice President, Marketing
Christopher M. Stone................  42       1997      Senior Vice President, Strategy and
                                                         Corporate Development
</TABLE>
 
     Eric E. Schmidt joined the Company in March 1997 and became Chairman of the
Board and Chief Executive Officer in April 1997. Prior to joining Novell, he
served as Chief Technology Officer and Corporate Executive Officer at Sun
Microsystems, Inc. (Sun). In his 14 years at Sun, he held a range of
progressively more responsible executive positions.
 
     David R. Bradford joined the Company in October 1985 as Corporate Counsel.
He became Corporate Secretary in January 1986, Senior Corporate Counsel in April
1986, and Senior Vice President, General Counsel, and Corporate Secretary in
April 1989.
 
     Ronald E. Heinz, Jr. joined the Company in February 1989 and has served in
various sales and marketing positions including Vice President, North America
and Latin America Sales and Marketing. In January 1997 he became Senior Vice
President, Worldwide Sales and was elected a corporate officer.
 
     Jennifer A. Konecny-Costa joined the Company in June 1996 as Senior Vice
President, Human Resources and was elected a corporate officer. From 1994 to
June 1996, she was Vice President, Human Resources at Wilson, Sonsini, Goodrich
& Rosati, a law firm representing high technology companies. Prior to that, she
was Vice President, Human Resources from 1988 through 1994 at Silicon Graphics,
a software company.
 
     Stewart G. Nelson joined the Company in June 1994 through the WordPerfect
merger and has served in various product development positions including Vice
President and General Manger, Applications. In October 1997, he was elected a
corporate officer and became Senior Vice President, Product Development in June
1998. Prior to joining Novell, he held various product development positions at
WordPerfect from 1987 to 1994.
 
     Richard A. Nortz joined the Company in October 1995 as Senior Vice
President, Technical Services. In February 1997, he became Senior Vice
President, Customer Services and was elected a corporate officer. Prior to
joining Novell, he was Senior Vice President for Wang Laboratories' worldwide
customer service business, and also spent time as acting General Manager of
Wang's European Operations from 1991 to 1995.
 
     Dennis R. Raney joined the Company in March 1998 as Chief Financial Officer
and was elected a corporate officer. In June 1998, he became Senior Vice
President and Chief Financial Officer. Prior to joining Novell, he was the Chief
Financial Officer at QAD, Inc., an enterprise planning company. He also held
Chief
 
                                       10
<PAGE>   11
 
Financial Officer positions at General Magic and California Microwave. In
addition, he was also Senior Vice President and Chief Financial Officer at
Bristol-Meyers Squibb Pharmaceutical Group. Prior to this he spent 24 years at
Hewlett-Packard in various finance, international and real estate positions.
 
     Glenn Ricart joined the Company in August 1995 as Senior Vice President,
Corporate Research and Development. In February 1996 he became the Chief
Technology Officer and was elected a corporate officer. Prior to joining Novell,
he served at the University of Maryland since 1982 in various capacities
including, Director of the Computer Science Center, Affiliate Associate
Professor of the Computer Science Department and as the Assistant Vice
Chancellor for Academic Information Technology. In September 1994 he began a
sabbatical at the Advanced Research Projects Agency, a branch of the United
States Department of Defense.
 
     John F. Slitz, Jr. joined the Company in August 1997 as Senior Vice
President, Marketing and was elected a corporate officer. From 1995 to July
1997, he was Vice President of Object Technology/Application Development
Marketing at International Business Machines (IBM). Prior to joining IBM, he was
Vice President of Marketing at Object Management Group, Inc. from 1990 to 1995.
 
     Christopher M. Stone joined the Company in September 1997 as Senior Vice
President, Strategic Business Development and was elected a corporate officer.
Prior to joining Novell, he founded and was Chairman of the Board and Chief
Executive Officer of the Object Management Group from 1989 to August 1997.
 
ITEM 2. PROPERTIES
 
     The Company owns and occupies a 1,000,000 square-foot office complex on 99
acres in Orem, Utah, which is used as a product development center and
administrative offices, of which approximately 450,000 square-feet is subleased
to various tenants. It also owns and occupies a 550,000 square-foot office
complex, with plans to expand the complex by up to 580,000 square-feet in fiscal
2000, on 46 acres in Provo, Utah, which is used as corporate headquarters and a
product development center. Additionally, the Company owns approximately 48
acres of land in San Jose, California on which it leases a 530,000 square-foot
office complex which is used as a product development center and administrative
offices, of which, approximately 245,000 square-feet is to be subleased to
various tenants. It also owns a 380,000 square-foot manufacturing and
distribution facility on 23 acres in Lindon, Utah, all of which is leased to a
third party manufacturer. The Company also owns a 100,000 square-foot office
building in Herndon, Virginia. The Company occupies approximately 20,000
square-feet of the space in this building and leases the remainder to tenants.
The Company also has an Irish subsidiary which owns a 72,000 square-foot office
building in the United Kingdom and leases the building to the Company's United
Kingdom subsidiary. The Company also has the capacity to expand on its land in
San Jose, California, and in Provo and Orem, Utah.
 
     The Company has subsidiaries in Argentina, Australia, Austria, Belgium,
Brazil, Canada, Chile, Colombia, Czech Republic, Denmark, Finland, France,
Germany, Hong Kong, Hungary, India, Ireland, Israel, Italy, Japan, Korea,
Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Singapore, South
Africa, Spain, Sweden, Switzerland, United Kingdom, Uruguay, and
Venezuela -- each of which leases its facilities.
 
     The Company leases an office for product development in Berkeley Heights,
New Jersey. The Company also leases sales and support offices in Arizona,
California (5), Colorado, Connecticut, Florida (2), Georgia, Illinois,
Massachusetts, Michigan, Minnesota, Missouri (2), New York (2), North Carolina,
Ohio (3), Oregon, Pennsylvania (2), Tennessee, Texas (3), Utah, Washington,
China, Malaysia, Russia, Taiwan, Thailand, and United Arab Emirates.
 
     The terms of such leases vary from month to month to up to ten years.
 
                                       11
<PAGE>   12
 
ITEM 3. LEGAL PROCEEDINGS
 
     In 1993, a suit was filed, due to a failed contract, against a company that
Novell subsequently acquired. The plaintiff obtained a jury verdict against the
acquired company in 1996. Novell does not believe the resolution of this legal
matter will have a material adverse effect on its financial position, results of
operations, or cash flows.
 
     The Company is a party to a number of additional legal claims arising in
the ordinary course of its business. The Company believes the ultimate
resolution of these claims will not have a material adverse effect on its
financial position, results of operations, or cash flows.
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
 
                                    PART II
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
 
     The information required by Item 5 of Form 10-K is incorporated herein by
reference to the information contained in the section captioned "Selected
Consolidated Quarterly Financial Data" on page 33 of the Company's Annual Report
to Shareholders for the fiscal year ended October 31, 1998.
 
ITEM 6. SELECTED FINANCIAL DATA
 
     The information required by Item 6 of Form 10-K is incorporated herein by
reference to the information contained in the section captioned "Selected
Consolidated Financial Data" on page 9 of the Company's Annual Report to
Shareholders for the fiscal year ended October 31, 1998.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
     The information required by Item 7 of Form 10-K is incorporated herein by
reference to the information contained in the section captioned "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 10 through 16 of the Company's Annual Report to Shareholders for the
fiscal year ended October 31, 1998.
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The information required by Item 8 of Form 10-K is incorporated herein by
reference to the Company's consolidated financial statements and related notes
thereto, together with the report of the independent auditors presented on pages
17 through 32 of the Company's Annual Report to Shareholders for the fiscal year
ended October 31, 1998, and to the information contained in the section
captioned "Selected Consolidated Quarterly Financial Data" on page 33 of the
Company's Annual Report to Shareholders for the fiscal year ended October 31,
1998.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
 
     Not applicable.
 
                                       12
<PAGE>   13
 
                                    PART III
 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT
 
     The information required with respect to identification of directors is
incorporated herein by reference to the information contained in the section
captioned "Election of Directors" of the Registrant's definitive Proxy Statement
for the Annual Meeting of Shareholders to be held April 12, 1999, to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A under the
Securities and Exchange Act of 1934, as amended. Information regarding executive
officers of Novell is set forth under the caption "Executive Officers" in Item
1a hereof.
 
     Each director and each officer of the Company who is subject to Section 16
of the Securities Exchange Act of 1934 (the "Act") is required by Section 16(a)
of the Act to report to the Securities and Exchange Commission by a specified
date his or her transactions in the Company's securities. In fiscal 1998, there
were no compliance exceptions to this requirement.
 
ITEM 11. EXECUTIVE COMPENSATION
 
     The information required by Item 11 of Form 10-K is incorporated by
reference to the information contained in the sections captioned "Executive
Compensation" of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held April 12, 1999, to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The information required by Item 12 of Form 10-K is incorporated by
reference to the information contained in the section captioned "Securities
Ownership of Certain Beneficial Owners and Management" of the Registrant's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held
April 12, 1999, to be filed with the Securities and Exchange Commission pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as amended.
 
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The information required by Item 13 of Form 10-K is incorporated by
reference to the information contained in the section captioned "Certain
Transactions" of the Registrant's definitive Proxy Statement for the Annual
Meeting of Shareholders to be held April 12, 1999, to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A under the
Securities Act of 1934, as amended.
 
                                       13
<PAGE>   14
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
     (a) The following documents are filed as a part of this annual report on
Form 10-K for Novell, Inc.:
 
      1.  The Consolidated Financial Statements, the Notes to Consolidated
          Financial Statements and the Report of Ernst & Young LLP, Independent
          Auditors, listed below are incorporated herein by reference to pages
          17 through 32 of the Company's Annual Report to Shareholders for the
          fiscal year ended October 31, 1998.
 
          Consolidated Statements of Operations for the fiscal years ended
          October 31, 1998, October 31, 1997, and October 26, 1996.
 
          Consolidated Balance Sheets at October 31, 1998 and October 31, 1997.
 
          Consolidated Statements of Shareholders' Equity for the fiscal years
          ended October 31, 1998, October 31, 1997, and October 26, 1996.
 
          Consolidated Statements of Cash Flows for the fiscal years ended
          October 31, 1998, October 31, 1997, and October 26, 1996.
 
          Notes to Consolidated Financial Statements.
 
          Report of Ernst & Young LLP, Independent Auditors.
 
<TABLE>
<CAPTION>
                                                                       PAGE
                                                                       ----
<C>      <S>                                                           <C>
     2.  FINANCIAL STATEMENT SCHEDULES:
         Schedule II -- Valuation and Qualifying Accounts............   16
         Schedules other than that listed above are omitted because
         they are not required, not applicable or because the
         required information is shown in the consolidated financial
         statements or notes thereto.
 
     3.  EXHIBITS:
         A list of the exhibits required to be filed as part of this
         report is set forth in the Exhibit Index, which immediately
         precedes such exhibits, and is incorporated herein by this
         reference thereto...........................................   17
</TABLE>
 
     (b)REPORTS ON FORM 8-K
 
        No reports on Form 8-K were filed by the Registrant during the quarter
        ended October 31, 1998.
 
                                       14
<PAGE>   15
 
                                       SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          Novell, Inc.
                                          (Registrant)
 
Date: January 28, 1999                    By      /s/ DR. ERIC SCHMIDT
                                            ------------------------------------
                                            (Dr. Eric Schmidt, Chairman of the
                                             Board,
                                            and Chief Executive Officer)
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                          NAME                                       TITLE                    DATE
                          ----                                       -----                    ----
<S>                                                       <C>                           <C>
                  /s/ DR. ERIC SCHMIDT                    Chairman of the Board, Chief  January 28, 1999
--------------------------------------------------------     Executive Officer and
                   (Dr. Eric Schmidt)                         Director (Principle
                                                               Executive Officer)
 
                  /s/ DENNIS R. RANEY                      Senior Vice President and    January 28, 1999
--------------------------------------------------------    Chief Financial Officer
                   (Dennis R. Raney)                        (Principal Financial and
                                                              Accounting Officer)
 
                   /s/ JOHN A. YOUNG                       Vice Chairman of the Board   January 28, 1999
--------------------------------------------------------
                    (John A. Young)
 
                   /s/ ELAINE R. BOND                               Director            January 28, 1999
--------------------------------------------------------
                    (Elaine R. Bond)
 
                 /s/ HANS-WERNER HECTOR                             Director            January 28, 1999
--------------------------------------------------------
                  (Hans-Werner Hector)
 
                   /s/ REED E. HUNDT                                Director            January 28, 1999
--------------------------------------------------------
                    (Reed E. Hundt)
 
                   /s/ WILLIAM N. JOY                               Director            January 28, 1999
--------------------------------------------------------
                    (William N. Joy)
 
                  /s/ JACK L. MESSMAN                               Director            January 28, 1999
--------------------------------------------------------
                   (Jack L. Messman)
 
                  /s/ RICHARD L. NOLAN                              Director            January 28, 1999
--------------------------------------------------------
                   (Richard A. Nolan)
 
                  /s/ LARRY W. SONSINI                              Director            January 28, 1999
--------------------------------------------------------
                   (Larry W. Sonsini)
</TABLE>
 
                                       15
<PAGE>   16
 
                                  NOVELL, INC.
 
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                         ACCOUNTS RECEIVABLE ALLOWANCE
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                  ADDITIONS    ADDITIONS    DEDUCTIONS   DEDUCTIONS
                                     BALANCE AT   CHARGED TO   CHARGED TO      FROM       FROM BAD     BALANCE
                                     BEGINNING      RETURN      BAD DEBT      RETURN        DEBT       AT END
                                     OF PERIOD     RESERVES     RESERVES     RESERVES     RESERVES    OF PERIOD
                                     ----------   ----------   ----------   ----------   ----------   ---------
<S>                                  <C>          <C>          <C>          <C>          <C>          <C>
Fiscal year ended October 26,
  1996.............................   $74,857      $314,979      $6,481      $323,438     $11,939      $60,940
Fiscal year ended October 31,
  1997.............................   $60,940      $185,545      $4,437      $210,205     $ 7,664      $33,053
Fiscal year ended October 31,
  1998.............................   $33,053      $102,513      $1,701      $ 87,342     $ 2,004      $47,921
</TABLE>
 
                                       16
<PAGE>   17
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                           DESCRIPTION
-------                          -----------
<C>      <S>
 3.1     Restated Certificate of Incorporation.(4)(Exhibit 3.1)
 3.2     By-Laws.(1)(Exhibit 3.1)
 4.1     Reference is made to Exhibit 3.1.
 4.2     Form of certificate representing the shares of Novell Common
         Stock.(1)(Exhibit 4.3)
 4.3     Rights Agreement dated December 7, 1988, between Novell,
         Inc. and Mellon Bank (East) N.A., as Rights Agent, relating
         to the Shareholder Rights Plan.(3)(Exhibit 1)
10.1     Novell, Inc., Employee Retirement and Savings Plan dated
         December 8, 1996.(2) (Exhibit 10.9)
10.2     Agreement and Plan of Reorganization dated March 23, 1989,
         among Novell, Inc.; Lansub Corporation; and Excelan,
         Inc.(5)(Appendix A)
10.3     Novell, Inc. 1989 Employee Stock Purchase Plan.(6)(Exhibit
         4.1)
10.4     Agreement and Plan of Reorganization dated July 16, 1991,
         among Novell, Inc.; MDAC Corp.; and Digital Research
         Inc.(7)(Appendix A)
10.5     Novell, Inc. 1991 Stock Plan.(8)(Exhibit 4.1)
10.6     Agreement and Plan of Reorganization and Merger dated
         February 12, 1993, among Novell, Inc.; Novell Acquisition
         Corp.; UNIX System Laboratories, Inc.; and American
         Telephone and Telegraph Company.(9)(Appendix A)
10.7     UNIX System Laboratories, Inc. Stock Option
         Plan.(10)(Exhibit 4.3)
10.8     Agreement and Plan of Reorganization dated March 21, 1994
         and amended May 31, 1994, among Novell, Inc.; Novell
         Acquisition Corp.; WordPerfect Corporation, Alan C. Ashton,
         Bruce W. Bastian, and Melanie L. Bastian.(11)(Appendix A &
         Exhibit 1.1)
10.9     Novell, Inc. Novell/WordPerfect Stock Plan.(12)(Exhibit
         10.1)
10.10    Novell, Inc. Stock Option Plan for Non-Employee
         Directors.(13) (Exhibit 4.1)
10.11    Novell, Inc. 1997 Non-Statutory Stock Option Plan.(14)
         (Exhibit 4.1)
13       Company's Annual Report to Shareholders for the fiscal year
         ended October 26, 1996.(14)
21       Subsidiaries of the Registrant.(14)
23.1     Consent of Ernst & Young LLP, independent auditors.(14)
27       Financial Data Schedule.(14)
</TABLE>
 
---------------
 (1) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement on Form S-1, filed
     November 30, 1984, and amendments thereto (File No. 2-94613).
 (2) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Annual Report on Form 10-K, filed for the
     fiscal year ended October 25, 1986 (File No. 0-13351).
 (3) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Current Report on Form 8-K, dated
     December 7, 1988 (File No. 0-13351).
 (4) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Annual Report on Form 10-K, filed for the
     fiscal year ended October 29, 1988 (File No. 0-13351).
 (5) Incorporated by reference to the Appendix identified in parentheses, filed
     as an appendix in the Registrant's Registration Statement on Form S-4,
     filed May 9, 1989 (File No. 33-28470).
 (6) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement on Form S-8, filed
     August 24, 1998 (File No. 333-62087).
 (7) Incorporated by reference to the Appendix identified in parentheses, filed
     as an appendix in the Registrant's Registration Statement on Form S-4,
     filed September 24, 1991 (File No. 33-42254).
 (8) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement on Form S-8, filed
     May 29, 1996 (File No. 333-04775).
 (9) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement of Form S-4, filed
     May 13, 1993 (File No. 33-60120).
(10) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement on Form S-8, filed
     July 2, 1993 (File No. 33-65440).
(11) Incorporated by reference to the Appendix and Exhibit identified in
     parentheses, filed as an appendix and exhibit in the Registrant's
     Registration Statement on Form S-4, filed June 13, 1994 (File No.
     33-53215).
(12) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement of Form S-8, filed
     July 8, 1994 (File No. 33-55483).
(13) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement of Form S-8, filed
     May 30, 1996 (File No. 333-04823).
(14) Incorporated by reference to the Exhibit identified in parentheses, filed
     as an exhibit in the Registrant's Registration Statement of Form S-8, filed
     August 24, 1998 (File No. 333-62103).
(15) Filed herewith.
 
                                       17