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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. ___)*
Fair, Isaac and Company, Incorporated
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
303250 10 4
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(CUSIP Number)
Peter L. McCorkell
Senior Vice President and Secretary
Fair, Isaac and Company, Incorporated
120 North Redwood Drive
San Rafael, CA 94903
(415) 472-2211
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 1996
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(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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).
CUSIP No. 303250104 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON Ellen I. Fair
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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7. SOLE VOTING POWER 169,856
NUMBER OF -----------------------------------------------------------
BENEFICIALLY
SHARES 8. SHARED VOTING POWER 1,809,661
BENEFICIALLY
OWNED BY -----------------------------------------------------------
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 169,856
PERSON
WITH -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,809,661
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,979,517
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8%
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14. TYPE OF REPORTING PERSON IN
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CUSIP No. 303250104 13D Page 3 of 9 Pages
Item 1. Security and Issuer.
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This Schedule 13D relates to the Common Stock, $.01 par value per share, of
Fair, Isaac and Company, Incorporated (the "Company"). The principal executive
offices of the Company are located at 120 North Redwood Drive, San Rafael,
California 94903.
Item 2. Identity and Background.
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(a) Name: Ellen I. Fair.
(b) Residence or business address: 566 Old Quarry Road North, Larkspur,
California 94939.
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted: Freelance Writer and Co-Trustee of The William Rodden
Fair and Inger Johanne Fair Revocable Trust, Trust A under The William and Inger
Fair Trust Agreement dated 03/28/86, Trust B Exempt under The William and Inger
Fair Trust Agreement dated 03/20/86 and Trust B Non-Exempt under The William and
Inger Fair Trust Agreement dated 03/28/86.
(d) Ellen I. Fair has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Ellen I. Fair has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding is not subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
CUSIP No. 303250104 13D Page 4 of 9 Pages
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) Citizenship: United States.
Item 3. Source and Amount of Funds or Other Consideration.
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Not Applicable. See Items 4 and 5(b).
Item 4. Purpose of the Transaction.
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Ellen I. Fair became one of four co-trustees (the "Co-Trustees") under The
William Rodden Fair and Inger Johanne Fair Revocable Trust, dated March 28,
1986, (the "Trust"), upon (i) the death on January 19, 1996 of Mr. William
Rodden Fair, grantor and co-trustee of said Trust, (ii) pursuant to Paragraph 11
of said Trust, and (iii) the execution by Ellen I. Fair of that certain
Acceptance of Appointment to Serve as Successor CoTrustee dated January 19,
1996.
Item 5. Interest in Securities of the Issuer.
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According to the most recently available Form 10-Q of the Company, there
are 12,536,040 shares of Common Stock issued and outstanding.
(a) Amount beneficially owned: 1,979,517
Percent of class: 15.8%
(b) The number of shares as to which Ellen I. Fair has:
(i) Sole power to vote or direct the vote: 169,856 shares;
(ii) Shared power to vote or direct the vote: 1,809,661 shares;
(iii) Sole power to dispose or direct the disposition of: 169,856
shares;
CUSIP No. 303250104 13D Page 5 of 9 Pages
(iv) Shared power to dispose or direct the disposition of: 1,809,661
shares.
1,809,661 of the shares which are the subject of this Schedule 13D are
beneficially owned pursuant to the provisions of The William Rodden Fair and
Inger Johanne Fair Revocable Trust, over which the Co-Trustees share voting and
dispositive power. The filing of this Schedule 13D shall not be construed as an
admission that Ellen I. Fair is, for the purposes of Section 13(d) or 13(g) of
the Securities Exchange Act of 1934, the beneficial owner of such 1,809,661
shares.
The following information applies to those persons with whom the power to
vote or to direct the vote or to dispose or direct the disposition is shared:
(1) (a) Name: Christian Fair.
(b) Residence or business address: 120 North Redwood Drive, San
Rafael, CA 94903.
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted: Employee in the Insurance Division at Fair, Isaac and
Company, Incorporated.
(d) Christian Fair has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Christian Fair has not, during the last five years, been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of
CUSIP No. 303250104 13D Page 6 of 9 Pages
such proceeding is not 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) Citizenship: United States.
(2) (a) Name: Erik E. Fair.
(b) Residence or business address: 377 Mercy Street, Mountain View,
California 94041.
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted: Network Engineer for Apple Computers.
(d) Erik E. Fair has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Erik E. Fair has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is not 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) Citizenship: United States.
(3) (a) Name: Inger J. Fair.
(b) Residence or business address: 120 North Redwood Drive, San
Rafael, CA 94903.
CUSIP No. 303250104 13D Page 7 of 9 Pages
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted: Not Employed.
(d) Inger J. Fair has not, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Inger J. Fair has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is not 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) Citizenship: United States.
(c) The William Rodden Fair and Inger Johanne Fair Trust sold 1,000 Shares
of Common Stock on August 30, 1996 at $41.50 per share.
(d) Only those persons identified in Item 5(b) above.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
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Respect to Securities of the Issuer.
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Except as reported in 5(b) above, there are no contracts, arrangements,
understandings or relationships between Ellen I. Fair and any other person or
entity with respect to any securities of the Company.
CUSIP No. 303250104 13D Page 8 of 9 Pages
Item 7. Materials to be Filed as Exhibits.
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None.
CUSIP No. 303250104 13D Page 9 of 9 Pages
SIGNATURE
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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 as of November 26, 1996.
/s/ ELLEN I. FAIR
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Ellen I. Fair