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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. 7)* DUCOMMUN INCORPORATED (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE (Title of Class of Securities) 264147 10 9 (CUSIP Number) Kevin S. Moore President The Clark Estates, Inc. One Rockefeller Plaza, 31st Floor New York, New York 10020 Tel. No.: (212) 977-6900 With a copy to: Robin L. Spear, Esq. Pillsbury Winthrop LLP One Battery Park Plaza New York, New York 10004-1490 Tel. No.: (212) 858-1000 ------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 27, 2002 (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 that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g), check the following box:[] * 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 disclosures provided in a prior cover page. The information required on 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). AMENDMENT NO. 7 TO SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP NO. 264147 10 9 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON 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 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 0 BENEFICIALLY ------------------------------------------------- OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH 1,578,428 (SEE ITEM 5) ------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,578,428 (SEE ITEM 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,578,428 (SEE ITEM 5) - ------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3% (SEE ITEM 5) - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- AMENDMENT NO. 7 TO SCHEDULE 13D This Amendment No. 7 is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by the Reporting Person and refers only to information which has materially changed since the filing of Amendment No. 6 to the Schedule 13D by the Reporting Person on April 5, 2000 ("Amendment No. 6"). The items identified below, or the particular paragraph of such items which are identified below, are amended to add the information as set forth below. Capitalized terms not otherwise defined herein have the meanings ascribed to them in Amendment No. 6. Item 5. INTEREST IN SECURITIES OF THE ISSUER. ------------------------------------ (a) The 1,578,428 shares of the Common Stock of the Issuer held by the accounts referred to in Item 3 of Amendment No. 6 constitute approximately 16.3% of the outstanding shares of the Common Stock of the Issuer (based upon an aggregate of 9,696,900 outstanding shares of the Common Stock as of January 31, 2002, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and filed on February 21, 2002). (c) Between February 25, 2002 and February 27, 2002, one of the accounts for which the Reporting Person provides management and administrative services, the Mary Imogene Bassett Hospital - Building Fund, effected the following sales of shares of the Common Stock of the Issuer in open market transactions on the dates and at the prices per share indicated: DATE NUMBER OF SHARES PRICE PER SHARE ---- ---------------- --------------- February 25, 2002 4,900 $13.229 February 26, 2002 2,500 $13.050 February 27, 2002 23,186 $13.022 3 Neither the Reporting Person, nor any of the other accounts referred to in Item 3 of Amendment No. 6, nor (to the best knowledge of the Reporting Person) any of its executive officers or directors, has effected any transaction in the Common Stock during the past 60 days. (d) Each of the accounts referred to in Item 3 of Amendment No. 6 has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, their respective shares of the Common Stock. One such account, The Clark Foundation, has an interest exceeding five percent. 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. Dated: March 14, 2002 THE CLARK ESTATES, INC. By: /S/ KEVIN S. MOORE ----------------------------- Name: Kevin S. Moore Title: President 4