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Technology Stocks : Novell (NOVL) dirt cheap, good buy? -- Ignore unavailable to you. Want to Upgrade?

To: Paul Fiondella who wrote (23618)	8/26/1998 1:12:00 AM
From: Mark Bondiett	Respond to of 42771

Poision Pill Resolution will be voted by shareholders This letter was submitted by Martin Glotzer who can be contacted at (312) 337-7666 >>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> David R. Bradford Corporate Secretary Novell, Inc. 1555 North Technology Way Orem, Utah 84057 Dear Mr. Bradford Pursuant to Rule X-14 of the Securities and Exchange Commission, this letter is formal notice to the management of Novell, Inc. that at this coming Annual Meeting of 1999, Martin Glotzer, who is the owner of 212 shares of stock, will cause to be introduced from the floor the following resolution. As shown by the books and records of the Company I have been the owner for one year and have attended annual meetings in the past. The stock will be retained past the meeting date. However, circumstances arising after such data may change the holdings. I ask that, if the management intends to oppose this resolution, my name and address as above, together with the number of shares owned and represented by me as recorded on the stock ledger of the Corporation be printed in ths proxy statement together with the text of resolution and the statement of reasons for its introduction. I also ask that the substance of the resolution be included in the notice of the annual meeting. RESOLUTION RESOLVED: That the stockholders of Novell, Inc. assembled in Annual Meeting in person and by proxy, hereby request the Board of Directors to redeem the shareholder rights previously issued unless such issuance is approved by the affirmative vote of shareholders, to be held as soon as may be practicable. REASONS The Novell Board of Directors has issued, without shareholder approval certain shareholder rights (the rights) pursuant to a shareholder rights plan. We strongly believe that such rights are a type of anti-takeover device, commonly known as a poison pill, which injures shareholders by reducing management accountability and adversly affecting shareholder value. The shareholders of the Company believe the terms of the rights are designed to discourage or thwart an unwanted takeover of the Company. While management and the Board of Directors should have appropriate tools to ensure that al1 shareholders benefit from any proposal to acquire the Company, the shareholders do not believe that the future possibilty of takeover justifies the unilateral imposition of such a poison pill. Rather, we believe that the shareholders should have the right to vote on the necessity of such a powerful tool, which could be used to entrench exisiting management. Rights plans like the Company's have become increasingly unpopular in recent years. WE URGE YOU TO VOTE FOR THIS RESOLUTION Approval of the foregoing shareholder proposal requires the affirmative vote of majority of the votes cast thereon. Sincerely yours, Martin Glotzer Cc: SEC, WASHINGTON, D.C. 20549