CLARK ESTATES INC
SC 13D/A, 1998-02-27
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                (Amendment No. 2)

                                  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)

                                February 17, 1998
                          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: [ ]

<PAGE>

                                  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
================================================================================
  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
================================================================================
                           7  SOLE VOTING POWER

 NUMBER OF SHARES                    966,000
BENEFICIALLY OWNED
 BY EACH REPORTING
    PERSON WITH
                     ===========================================================
                            8  SHARED VOTING POWER

                                     0
                     ===========================================================
                            9  SOLE DISPOSITIVE POWER

                                     966,000
                     ===========================================================
                           10  SHARED DISPOSITIVE POWER

                                     0
================================================================================
 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         966,000
================================================================================
 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   |_|
================================================================================
 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

         8.59%
================================================================================
 14 TYPE OF REPORTING PERSON*

         CO
================================================================================

<PAGE>

         This Amendment No. 2 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) 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.

<PAGE>

          (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  12,  1997,  the
Reporting Person was the beneficial owner of 766,000 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  200,000  shares of Common Stock in the aggregate from
December 17, 1997 through  February 19, 1998,  the  Reporting  Person became the
beneficial  owner of an additional  1.78% of the Common Stock. The 966,000 total
shares,  representing  8.59% 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.  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.  

<PAGE>

Item 5.  Interest in Securities of the Issuer.


                  (a) The 966,000  shares of Company  Common Stock  beneficially
owned by the Reporting  Person  constitute  8.59% of the  outstanding  shares of
Company Common Stock (based upon an aggregate of 11,240,000  outstanding  shares
of Company  Common Stock as of November 30, 1997,  as reported in the  Company's
Form 10-Q for the period ended November 30, 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,  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.

<PAGE>

Item 7.  Material to be Filed as Exhibits.

         None.


<PAGE>

                                   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.


February 27, 1998
- -------------------------
Date


/s/ Kevin S. Moore
- -------------------------
Signature


Senior Vice President and
Chief Financial Officer
The Clark Estates, Inc.
- -------------------------
Name/Title


<PAGE>

                                   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>

                                   SCHEDULE II


                      Transactions in Company Common Stock
                          Effected by Reporting Person
                             During Past Sixty Days


   Date          Transaction           Number of        Number of      Per Share
   ----              Type          Shares Purchased    Shares Sold    Sale Price
                 -----------       ----------------    -----------    ----------
 12-17-97      Market Purchase             50,000                       5.5250
 12-18-97      Market Purchase             30,000                       5.4250
 12-18-97      Market Purchase             20,000                       5.2500
 01-05-98      Market Purchase              1,000                       5.1250
 01-06-98        Market Sale                              2,000         4.9400
 02-10-98      Market Purchase              1,000                       5.1875
 02-13-98      Market Purchase             35,700                       5.0800
 02-17-98      Market Purchase              5,000                       5.1325
 02-18-98      Market Purchase             25,500                       5.1582
 02-19-98      Market Purchase              3,800                       5.1950
 02-19-98      Market Purchase             30,000                       5.1250




<PAGE>


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