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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
VERITY, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, .001 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
92343C106
---------
(CUSIP Number)
JANUARY 5, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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THIS SCHEDULE 13G AMENDS THE SCHEDULE 13D FILED BY THE CLARK ESTATES, INC. ON
NOVEMBER 13, 1997.
CUSIP NO. 92343C106 13G Page 2 of 7 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Clark Estates, Inc.
13-5524538
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ x ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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5 SOLE VOTING POWER 552,200
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER -0-
OWNED BY
EACH --------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER 552,200
PERSON WITH
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8 SHARED DISPOSITIVE POWER -0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
552,200
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.62%
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12 TYPE OF REPORTING PERSON
CO
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Item 1.
(a) Name of Issuer:
Verity, Inc.
(b) Address of Issuer's Principal Executive Offices:
894 Ross Drive
Sunnyvale, CA 94089
Item 2.
(a) Name of Person Filing:
The Clark Estates, Inc.
(b) Address of Principal Business Office:
One Rockefeller Plaza
New York, NY 10020
(c) Citizenship:
New York
(d) Title of Class of Securities:
Common Stock, $.001 par value per share
(e) CUSIP Number:
92343C106
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Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not applicable
(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 Section
240.13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(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 Section 240.13d-1(b)(ii)(J)
Item 4. Ownership.
Based upon an aggregate of 11,942,000 shares of the security
outstanding as of November 30, 1998 (as reported in the Issuer's Form
10-Q for the period ended November 30, 1998):
(a). Amount Beneficially Owned
The Clark Estates, Inc. is the beneficial owner of 552,200
shares of the security.
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(b). Percent of Class:
The 552,200 shares of the security beneficially owned by The
Clark Estates, Inc. constitute 4.62% of the outstanding
shares of the security.
(c). Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
552,200
(ii) Shared power to vote or to direct the vote
-0-
(iii) Sole power to dispose or to direct the
disposition of
552,200
(iv) Shared power to dispose or to direct the
disposition of
-0-
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
No person other than The Clark Estates, Inc. has the right to receive
or the power to direct the receipt or dividends from, or the proceeds
from the sale of, the shares of the security referred to in Item 4(a).
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not applicable.
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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 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.
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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.
Date: January 29, 1999
/s/ Kevin S. Moore
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(Signature)
Kevin S. Moore
Senior Vice President and Chief
Financial Officer
The Clark Estates, Inc.
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