UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
VERITY, INC.
(Name of Issuer)
COMMON STOCK
$.001 PAR VALUE
(Title of Class of Securities)
92343C106
(CUSIP Number)
Kevin S. Moore
Senior Vice President and Chief Financial Officer
The Clark Estates, Inc.
One Rockefeller Plaza
New York, New York 10020-2102
Tel. No.: (212) 977-6900
With a copy to:
David W. Ambrosia, Esq.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1208
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 12, 1997
(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 statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
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SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP NO. 92343C106 Page 2 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Clark Estates, Inc.
13-5524538
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
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) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF SHARES 766,000
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
-----------------------------------------------------------
8 SHARED VOTING POWER
0
-----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
766,000
-----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
766,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.93%
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14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
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This Amendment No. 1 amends and restates the Schedule 13D filed by The
Clark Estates, Inc. on November 13, 1997.
Item 1. Security and Issuer.
This Statement relates to shares of Common Stock, $.001 par value per
share (the "Common Stock") of Verity, Inc., a Delaware corporation (the
"Company"). The address of the Company's principal executive offices is 894 Ross
Drive, Sunnyvale, California 94089.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by The Clark Estates, Inc.
(the "Reporting Person").
The Reporting Person is a New York corporation principally engaged in
the business of providing management and administrative services for certain
institutional, corporate, individual and trust accounts affiliated with the
Clark family. The principal business and principal office address of the
Reporting Person is One Rockefeller Plaza, New York, New York 10020.
The name, business address, present principal occupation or employment
of each executive officer and director of the Reporting Person (the "Executive
Officers and Directors") are set forth in Schedule I hereto, which is
incorporated herein by reference.
(d) - (e) During the last five years, neither the Reporting Person nor,
to the best knowledge of the Reporting Person, any of the Executive Officers and
Directors has (A) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (B)
Page 3 of 9 Pages
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been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
(f) Each of the persons listed in this Item 2 or Schedule I hereto
is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
All the shares of Company Common Stock owned by the Reporting Person
were purchased in open market transactions. As of November 6, 1997, the
Reporting Person was the beneficial owner of 559,400 shares of Common Stock. The
Reporting Person's further purchases of Common Stock are described in Schedule
II hereto, which is incorporated herein by reference. As a result of the
purchase of an additional 206,600 shares of Common Stock in the aggregate from
November 6, 1997 through November 12, 1997, the Reporting Person became the
beneficial owner of an additional 1.87% of the Common Stock. The 766,000 total
shares, representing 6.93% of Company Common Stock, were acquired by funds
available for investment in certain of the accounts for which the Reporting
Person provides management and administrative services.
Item 4. Purpose of Transaction.
All of the shares of Common Stock have been acquired for investment
purposes. The Reporting Person currently does not have any plans or proposals of
the type set forth in Paragraphs (a) through (j) of Item 4 of Schedule 13D,
except that the Reporting Person may acquire additional shares of Common Stock
in open market transactions for investment purposes.
Page 4 of 9 Pages
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Any decision of the Reporting Person either to purchase additional shares of
Company Common Stock or to dispose of any shares will take into account various
factors, including general economic conditions and money and stock market
conditions. Item 5. Interest in Securities of the Issuer. (a) The 766,0000
shares of Company Common Stock beneficially owned by the Reporting Person
constitute 6.93% of the outstanding shares of Company Common Stock (based upon
an aggregate of 11,048,000 outstanding shares of Company Common Stock as of
August 31, 1997, as reported in the Company's Form 10-Q for the period ended
August 31, 1997). (b) The Reporting Person has sole power to vote or to direct
the vote of the shares of Company Common Stock referred to in paragraph (a)
above and sole power to dispose or to direct the disposition of any such shares.
(c) Information with respect to all transactions in the Company Common Stock
which were effected by the Reporting Person during the past sixty days are set
forth in Schedule II hereto, which is incorporated herein by reference. (d) No
person other than the Reporting Person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Company Common Stock referred to in paragraph (a) above. (e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Neither the Reporting Person, nor (to the best knowledge of
the Reporting Person) any of the Executive Officers and Directors, has any
contract, arrangement, understanding or relationship (legal or otherwise) with
any person with respect to any securities of the Company,
Page 5 of 9 Pages
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including but not limited to the transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss or the giving or the
withholding of proxies. Item 7. Material to be Filed as Exhibits.
None.
Page 6 of 9 Pages
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SIGNATURES
----------
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 18, 1997
- -----------------------------
Date
/s/ Kevin S. Moore
- -----------------------------
Signature
Senior Vice President and
Chief Financial Officer
The Clark Estates, Inc.
- -----------------------------
Name/Title
Page 7 of 9 Pages
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SCHEDULE I
Executive Officers and Directors of
The Clark Estates, Inc.
Except where otherwise indicated, the business address of each of the
following is The Clark Estates, Inc., One Rockefeller Plaza, New York, New York
10020-2102.
Principal Occupation
Name and Name of Business
- ---- --------------------
Edward W. Stack President and Director
The Clark Estates, Inc.
Management Services
Jane F. Clark Chairman and Director
The Clark Estates, Inc.
Management Services
Kevin S. Moore Senior Vice President, Chief
Financial Officer and Director
The Clark Estates, Inc.
Management Services
William T. Burdick Secretary
The Clark Estates, Inc.
Management Services
Anne L. Peretz Director
The Clark Estates, Inc.
Management Services
Marshall F. Wallach Director
The Clark Estates, Inc.
Management Services
Page 8 of 9 Pages
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SCHEDULE II
Transactions in Company Common Stock
Effected by Reporting Person
During Past Sixty Days
----------------------
Date Transaction Number of Per Share
Type Shares Purchased Sale Price
---- ----------- ---------------- ----------
10-10-97 Market Purchase 50,000 5.2979
10-14-97 Market Purchase 15,000 5.4875
10-15-97 Market Purchase 12,200 5.4538
10-16-97 Market Purchase 22,400 5.4875
10-17-97 Market Purchase 20,000 5.2844
10-20-97 Market Purchase 30,000 5.3000
10-23-97 Market Purchase 32,000 5.1850
10-24-97 Market Purchase 19,000 5.2868
10-24-97 Market Purchase 10,000 5.1250
10-27-97 Market Purchase 25,000 4.9000
10-28-97 Market Purchase 15,500 5.0443
10-28-97 Market Purchase 15,000 4.7083
10-28-97 Market Purchase 40,000 4.5938
10-29-97 Market Purchase 4,000 5.3000
10-29-97 Market Purchase 5,000 5.1875
10-29-97 Market Purchase 25,000 5.1925
10-29-97 Market Purchase 40,000 5.1469
10-30-97 Market Purchase 82,500 5.1750
10-31-97 Market Purchase 37,500 5.3000
11-03-97 Market Purchase 13,100 5.3368
11-04-97 Market Purchase 26,000 5.4375
11-05-97 Market Purchase 10,900 5.3125
11-06-97 Market Purchase 9,300 5.3750
11-06-97 Market Purchase 20,000 5.3391
11-07-97 Market Purchase 25,000 5.3306
11-10-97 Market Purchase 25,000 5.1750
11-10-97 Market Purchase 100,000 5.1834
11-11-97 Market Purchase 25,500 5.1321
11-12-97 Market Purchase 11,100 5.1688
Page 9 of 9 Pages
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