UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Fair Isaac Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
303250104
- --------------------------------------------------------------------------------
(CUSIP Number)
Sandell Asset Management Corp.
40 West 57th Street
26th Floor
New York, NY 10019
Attention: Richard Gashler, General Counsel
212-603-5700
With a Copy to:
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10019
212-756-2000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 7, 2007
------------------
(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-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
- --------------------
* 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 SCHEDULE 13D Page 2 of 12 Pages
- ---------------------------- ----------------------------
- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Castlerigg Master Investments Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
- ------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,155,500
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,155,500
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,500
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.3%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
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- ---------------------------- ----------------------------
CUSIP No. 303250104 SCHEDULE 13D Page 3 of 12 Pages
- ---------------------------- ----------------------------
- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Sandell Asset Management Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
- ------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,874,000
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,874,000
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,874,000
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.7%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------- -----------------------------------------------------------------
- ---------------------------- ----------------------------
CUSIP No. 303250104 SCHEDULE 13D Page 4 of 12 Pages
- ---------------------------- ----------------------------
- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Castlerigg International Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
- ------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,155,500
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,155,500
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,500
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.3%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------- -----------------------------------------------------------------
- ---------------------------- ----------------------------
CUSIP No. 303250104 SCHEDULE 13D Page 5 of 12 Pages
- ---------------------------- ----------------------------
- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Castlerigg International Holdings Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,155,500
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,155,500
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,500
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.3%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------- -----------------------------------------------------------------
- ---------------------------- ----------------------------
CUSIP No. 303250104 SCHEDULE 13D Page 6 of 12 Pages
- ---------------------------- ----------------------------
- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Castlerigg Global Select Fund, Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 718,500
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
718,500
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,500
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.4%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------- -----------------------------------------------------------------
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CUSIP No. 303250104 SCHEDULE 13D Page 7 of 12 Pages
- ---------------------------- ----------------------------
- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
CGS, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
- ------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 718,500
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
718,500
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,500
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.4%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------- -----------------------------------------------------------------
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CUSIP No. 303250104 SCHEDULE 13D Page 8 of 12 Pages
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- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Castlerigg GS Holdings, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
- ------------- -----------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 718,500
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
718,500
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,500
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.4%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------- -----------------------------------------------------------------
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CUSIP No. 303250104 SCHEDULE 13D Page 9 of 12 Pages
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- ------------- -----------------------------------------------------------------
1 NAME OF REPORTING PERSON
Thomas E. Sandell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_|
- ------------- -----------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS
AF
- ------------- -----------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ------------- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
- ------------- -----------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------- -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 2,874,000
----------- -----------------------------------------------------
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
----------- -----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
2,874,000
WITH
- ------------- ----------- -----------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,874,000
- ------------- -----------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.7%
- ------------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 303250104 SCHEDULE 13D Page 10 of 12 Pages
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ITEM 1. SECURITY AND ISSUER
This Amendment No.2 is filed with respect to the shares of the common
stock, par value $0.01 per share (the "Common Stock"), of Fair Isaac
Corporation, a Delaware corporation (the "Issuer"), beneficially owned by the
Reporting Persons (as defined below) as of December 10, 2007 and amends and
supplements the Schedule 13D, as heretofore amended (the "Schedule 13D"). Except
as set forth herein, the Schedule 13D is unmodified.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended by the addition of the
following:
On December 7, 2007, the Reporting Persons and the Issuer entered
into an agreement (the "December 7 Agreement") pursuant to which, subject to
certain conditions: (i) the Issuer will increase the size of its board by two
members and nominate Nick Graziano and Allan Loren for election to the Issuer's
board at the Issuer's 2008 Annual Meeting of Shareholders; (ii) the Reporting
Persons (including, as used in this paragraph, their controlled affiliates) will
limit their future acquisition of Shares; (iii) the Reporting Persons will not
participate in any proxy contest in opposition to proposals or matters proposed,
recommended or otherwise supported by the Issuer's board of directors, with
limited exceptions relating to certain publicly-announced transactions involving
the Issuer ("Material Transactions"); (iv) the Reporting Persons will not seek
to effect a merger or similar transaction involving the Issuer, with limited
exception involving Material Transactions; (v) the Reporting Persons will not
form a "group" with unrelated parties and (vi) the Reporting Persons will not
publicly disparage any member of the Issuer's board or management. The
restrictions referred to in clauses (ii) through (vi) will be in effect until
the expiration of the "standstill" period, defined as the period from execution
until the earlier of (a) a date that is eighty (80) days prior to the date of
the Issuer's 2009 Annual Meeting of Stockholders (absent certain actions being
taken by the Issuer's board in the interim, as described therein) and (b) a
material breach by the Issuer of its obligations under the agreement. The
foregoing description of the December 7 Agreement is a summary only and is
qualified in its entirety by reference to the December 7 Agreement, which is
attached hereto as Exhibit C.
A copy of the related press release issued on December 10, 2007,
announcing the expansion of the Issuer's board and the nomination of Mssgrs.
Graziano and Loren as directors, is attached hereto as Exhibit D and is
incorporated herein by reference.
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CUSIP No. 303250104 SCHEDULE 13D Page 11 of 12 Pages
- ---------------------------- ----------------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As discussed in Item 4 herein, the Reporting Persons and the Issuer entered
into the December 7 Agreement, involving the nomination of two individuals
selected by the Reporting Persons to the Issuer's board of directors and
providing for certain standstill undertakings by the Reporting Persons.
The Reporting Persons may from time to time enter into stock loan
agreements with one or more counterparties in the ordinary course of business
pursuant to which the Reporting Persons may lend their shares of Common Stock
subject to recall at their discretion.
Except as otherwise set forth herein, the Reporting Persons do not have any
contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as appendices and exhibits:
Appendix III: Information Regarding the Instruction C Persons
Exhibit A: Letter to Issuer's Chief Executive Officer dated June 29, 2007
(previously filed)
Exhibit B: Press release issued by Sandell Asset Management Corp. on
June 29, 2007 (previously filed)
Exhibit C: Agreement by and among the Reporting Persons and the Issuer, dated
as of December 7, 2007
Exhibit D: Press Release dated December 10, 2007.
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CUSIP No. 303250104 SCHEDULE 13D Page 12 of 12 Pages
- ---------------------------- ----------------------------
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: December 10, 2007
CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell, Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell, Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell, Chief Executive Officer
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell, Chief Executive Officer
CASTLERIGG GLOBAL SELECT FUND LIMITED
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
TThomas E. Sandell, Chief Executive Officer
CGS, LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell, Chief Executive Officer
CASTLERIGG GS HOLDINGS, LTD.
By: Sandell Asset Management Corp.,
as investment manager
By: /s/ Thomas E. Sandell
---------------------
Thomas E. Sandell, Chief Executive Officer
/s/ Thomas E. Sandell
---------------------
Thomas E. Sandell
Appendix III
Information Regarding the Instruction C Persons
Castlerigg Master Investments, SAMC, Castlerigg International, Castlerigg
Holdings, CGS, CGSH and Castlerigg Global Select have no executive officers or
directors other than as follows:
Sandell serves as on executive officer of SAMC.
Sandell Director Services LLC serves as a director of SAMC, Castlerigg Master
Investments, Castlerigg International, Castlerigg Holdings, CGS, CGSH and
Castlerigg Global Select.
Daniel Mignon serves as a director of Castlerigg Master Investments, Castlerigg
International, Castlerigg Holdings, CGS, CGSH and Castlerigg Global Select.
InterCaribbean Services Ltd. serves as a director of Castlerigg Master
Investments, Castlerigg International and Castlerigg Holdings.
Timothy O'Brien and Richard Gashler serve as executive officers of SAMC.
Hilmi Unver serves as a director of CGS, CGSH and Castlerigg Global Select.
To the best of the Reporting Persons' knowledge, none of the Instruction C
Persons during the last five years has been convicted in a criminal proceeding
(excluding traffic violations or other similar misdemeanors) or 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. To the best of the Reporting Persons'
knowledge, except as set forth in this statement on Schedule 13D, none of the
Instruction C Persons owns any shares of Common Stock.
- --------------- ------------------- ---------------------- --------------------
Name Principal Address Citizenship /
Occupation Place of Organization
- --------------- ------------------- ---------------------- --------------------
Sandell See Item 2 See Item 2 See Item 2
- --------------- ------------------- ---------------------- --------------------
Sandell Director Services c/o Sandell Asset Delaware
Director Management Corp.,
Services LLC 40 West 57th Street,
26th floor
New York, NY 10019
- --------------- ------------------- ---------------------- --------------------
Mignon Executive of an Le Prince de Galles Belgium
investment manager 10 Avenue de Grande-
Bretagne
MC-98000 Monte-Carlo
MONACO
- --------------- ------------------- ---------------------- --------------------
InterCaribbean Fund Administrator c/o Citco BVI Limited Curacao,
Services Ltd. Citco Building Netherlands
Wickhams Cay Antilles
PO Box 662
Road Town, Tortola
British Virgin Islands
- --------------- ------------------- ---------------------- --------------------
O'Brien Chief Financial 40 West 57th Street, United States
Officer of 26th Floor
SAMC New York, New York
10019
- --------------- ------------------- ---------------------- --------------------
Gashler General Counsel 40 West 57th Street, United States
of SAMC 26th Floor
New York, New York
10019
- --------------- ------------------- ---------------------- --------------------
Unver Portfolio Manager 98 rue de Saint-Jean Switzerland
case postale 5240
CH-1211 Geneve 11
Switzerland
EXHIBIT C
AGREEMENT
THIS AGREEMENT ("AGREEMENT"), dated the 7th day of December, 2007
("EFFECTIVE DATE"), is made by and between Fair Isaac Corporation, a Delaware
corporation (the "COMPANY"), on the one hand, and Sandell Asset Management
Corp., a Cayman Islands exempted company ("SAMC"), Castlerigg Master Investments
Ltd., a British Virgin Islands company ("CASTLERIGG MASTER INVESTMENTS"),
Castlerigg International Limited, a British Virgin Islands company ("CASTLERIGG
INTERNATIONAL"); Castlerigg International Holdings Limited, a British Virgin
Islands company ("CASTLERIGG HOLDINGS"); Castlerigg Global Select Fund Limited,
a Cayman Islands exempted company ("CASTLERIGG GLOBAL SELECT"); CGS, Ltd., a
Cayman Islands exempted company ("CGS"); and Castlerigg GS Holdings, Ltd., a
Cayman Islands exempted company ("CGSH", and collectively with SAMC, Castlerigg
Master Investments, Castlerigg International, Castlerigg Holdings, Castlerigg
Global Select, CGS, and CGSH, the "SANDELL GROUP"), on the other hand.
WHEREAS, the Sandell Group has filed a Schedule 13D with the Securities and
Exchange Commission (the "SEC") on June 29, 2007, as amended on October 12, 2007
and as may be amended from time to time (the "SCHEDULE 13D");
WHEREAS, the Company is willing to undertake changes to the composition of
the Company's Board of Directors (the "BOARD") as set forth herein; and
WHEREAS, the Company and the Sandell Group have agreed that it is in their
mutual interests to enter into this Agreement as hereinafter described.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, and agreements contained herein, and other good and valuable
consideration, the parties hereto mutually agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE SANDELL GROUP. The Sandell Group
hereby represents and warrants to the Company as follows:
(a) The Sandell Group has beneficial ownership of 2,874,000 shares of
common stock of the Company and has full power and authority to enter into
this Agreement and to bind the entire number of shares of the common stock
of the Company which it holds, or may hold, including any shares purchased
in the future, to the terms of this Agreement.
(b) This Agreement constitutes a valid and binding agreement of the
Sandell Group. Except that Thomas E. Sandell may be deemed to beneficially
own shares of the Company and except as set forth in Section 1(a) hereof,
no "affiliate" or "associate" (as such terms are defined in the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of the Sandell Group
beneficially owns any shares or rights to acquire shares of common stock of
the Company.
2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Sandell Group, as follows:
(a) The Company has full power and authority to enter into and perform
its obligations under this Agreement, and the execution and delivery of
this Agreement by the Company has been duly authorized by the Board and
requires no further Board or stockholder action, other than amendment of
the bylaws of the Company to increase the size of the Board by two members.
(b) This Agreement constitutes a valid and binding obligation of the
Company and the performance of its terms does not constitute a violation of
its certificate of incorporation or bylaws.
3. DIRECTORSHIPS. The Company agrees that:
(a) following the execution of this Agreement and prior to filing the
definitive proxy statement in connection with the Company's 2008 Annual
Meeting of Stockholders (including any adjournment or postponement thereof,
the "2008 ANNUAL MEETING"), the Board, at a duly convened meeting of
directors, will take all necessary action to increase the size of the Board
by two members;
(b) Nick Graziano (the "SANDELL NOMINEE") will be nominated by the
Board as a director at the 2008 Annual Meeting;
(c) Allan Loren (the "ADDITIONAL NOMINEE" and together with the
Sandell Nominee, the "NOMINEES"), will be nominated by the Board as a
director at the 2008 Annual Meeting;
(d) the Company's Board will recommend a vote "for" the Nominees at
the 2008 Annual Meeting, and shall solicit its stockholders to vote for
such Nominees;
(e) proxies solicited by the Company's Board will be voted "for" the
Nominees at the 2008 Annual Meeting; and
(f) during his term of office as a director, the Sandell Nominee and
the Additional Nominee may each be replaced by another designee of the
Sandell Group who is reasonably acceptable to the Company's Board in the
event that the Sandell Nominee or the Additional Nominee dies, is unable to
perform his duties as a director, or, in the case of the Sandell Nominee,
is no longer associated with the Sandell Group.
4. VOTING AT MEETINGS OF STOCKHOLDERS.
(a) At the 2008 Annual Meeting, the Sandell Group shall cause all of
the shares of the Company common stock beneficially owned by it to be
present for quorum purposes and to be voted:
(i) For each of (A) the Nominees and (B) the other candidates
recommended by the Board in the Schedule 14A filed by the Company with the
SEC for election to the Board (the "COMPANY NOMINEES"); PROVIDED that the
Company Nominees are each either current members of the Board or otherwise
reasonably acceptable to the Sandell Group; and
(ii) for the ratification of the selection of the Company's
independent auditors.
5. THE SANDELL GROUP'S PROHIBITED CONDUCT. During the period commencing
with the execution of this Agreement and ending on the earlier to occur of (a)
the date that is eighty (80) days prior to the date of the Company's 2009 Annual
Meeting of Stockholders (PROVIDED, HOWEVER, that if the Board takes any action
to amend the Company's restated bylaws in such a manner as to increase the time
period prior to the 2009 Annual Meeting of Stockholders by which a holder of the
Company's common stock must provide timely notice to the Company of (i) its
nomination of a person or persons to the Board at a meeting of the Company's
stockholders, (ii) or of its proposal to bring business before a meeting of the
Company's stockholders (clause (i) and (ii) together, the "STOCKHOLDER
MATTERS"), then the Standstill Period (as defined herein) shall expire ten (10)
days prior to the date on which a stockholder must give notice to the Company
with respect to any Stockholder Matters), and (b) a material breach by the
Company of its obligations under this Agreement (the "STANDSTILL PERIOD"),
neither the Sandell Group nor any of its controlled affiliates shall, without
the prior written consent of the Company:
(a) acquire or agree to acquire, or publicly offer or propose to
acquire, directly or indirectly, by purchase or otherwise, any voting
securities or direct or indirect rights or options to acquire any voting
securities of the Company or any subsidiary thereof, or any assets of the
Company or any subsidiary or division thereof; PROVIDED, HOWEVER, that
nothing herein shall limit the ability of the Sandell Group to (i) transfer
any voting securities or direct or indirect rights or options to acquire
any voting securities of the Company to any of its controlled affiliates,
so long as such any such controlled affiliates agree to be bound by the
terms of this Agreement and execute a joinder agreement to this Agreement,
in the form attached hereto as Exhibit A (a "JOINDER AGREEMENt"), (ii)
enter into any swap or other arrangement whereby it acquires the economic
consequences of ownership of the common stock without also acquiring the
voting or other rights, privileges or powers associated with the ownership
of the underlying common stock, or (iii) subject to applicable law,
including federal securities laws prohibiting insider trading, acquire up
to ten percent (10%) of the outstanding shares of Company common stock;
(b) other than as provided in this Agreement, seek or propose to
influence or control the management or the policies of the Company
(PROVIDED that the Nominees' actions (or those of their replacements as
contemplated by Section 3) as members of the Board shall not be deemed to
violate the foregoing) or to obtain representation on the Board (other than
the nomination of the Nominees), directly or indirectly engage in any
activities in opposition to the recommendation of the Board (including the
recommendation of the Nominees and the Company Nominees as directors to be
elected at the 2008 Annual Meeting), submit any proposal (whether pursuant
to Rule 14a-8 or otherwise) or nomination of a director or directors for
stockholder action, or solicit, or encourage or in any way participate in
the solicitation of, any proxies or consents with respect to any voting
securities of the Company, PROVIDED, HOWEVER, that the foregoing shall not
prohibit the Sandell Group from (i) making
public statements (including statements contemplated by Rule
14a-1(1)(2)(iv) under the Exchange Act), or (ii) engaging in discussions
with other stockholders or (iii) soliciting, or encouraging or
participating in the solicitation of, proxies or consents with respect to
voting securities of the Company (so long as such discussions are in
compliance with subsection (d) hereof (clauses (i), (ii) and (iii),
together, "PERMITTED ACTIONS") with respect to any transaction that has
been publicly announced by the Company involving (1) the recapitalization
of the Company, (2) an acquisition, disposition or sale of assets or a
business by the Company where (A) the consideration to be received or paid
in such transaction exceeds $400 million or (B) requires approval by the
holders of common stock of the Company, or (3) a change of control of the
Company (each, a "MATERIAL TRANSACTION"), PROVIDED, FURTHER, that in the
event that one of the Nominees votes against an acquisition, disposition or
sale of assets or a business by the Company, which is neither a Material
Transaction nor an acquisition, disposition or sale of assets or a business
by the Company where the consideration to be received or paid in such
transaction is less than $125 million, at the Board meeting approving such
transaction, the Company will make a public statement that such Nominee so
voted;
(c) make any public announcement with respect to, or publicly offer to
effect, seek or propose (with or without conditions) a merger,
consolidation, business combination or other extraordinary transaction with
or involving the Company or any of its subsidiaries or any of its or their
securities or assets, PROVIDED, HOWEVER, that nothing in this subsection
(c) shall restrict the Sandell Group from taking Permitted Actions with
respect to a Material Transaction;
(d) (i) form, join or in any way participate in a "group" as defined
in Section 13(d)(3) of the Exchange Act, and the rules and regulations
promulgated thereunder, other than a "group" that includes all or some
lesser number of persons identified as members of the Sandell Group, or
(ii) enter into any negotiations, arrangements or understandings with any
third parties, other than members of the Sandell Group solely with respect
to the existing members of the Sandell Group, in connection with becoming a
"group" as defined in Section 13(d)(3) of the Exchange Act;
(e) publicly disparage any member of the Board or management of the
Company; or
(f) publicly seek or request permission to do any of the foregoing,
request to amend or waive any provision of this Section 5 (including,
without limitation, any of clauses (a)-(e) hereof), or make or seek
permission to make any public announcement with respect to any of the
foregoing.
6. TRANSFER RESTRICTIONS. The Sandell Group agrees that, during the
Standstill Period, it shall not offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend (other than in a customary
commingled brokerage account in the ordinary course of business), or otherwise
transfer or dispose of, directly or indirectly, any shares of common stock or
any securities convertible into or exercisable or exchangeable, directly or
indirectly, for common stock, whether any such transaction described above is to
be settled by delivery of common stock or such other securities, in cash or
otherwise (any such action a "TRANSFER"), in each case without the prior written
consent of the Company; PROVIDED that the foregoing shall not restrict the
Sandell Group from (i) a Transfer of any shares to a controlled affiliate which
agrees to be bound by the terms of this Agreement and executes a Joinder
Agreement, (ii) subject to compliance with law, the Transfer of shares in either
(1) brokers' transactions (within the meaning of Rule 144(g) of the Securities
Act of 1933 (the "SECURITIES ACT")), but not in transactions directly with a
market maker (as defined in Section 3(a)(38) of the Exchange Act), or (2)
private Transfers (including transactions with, or indirectly through, a market
maker), in a single Transfer or series of related Transfers, so long as the
Sandell Group, at the time of such Transfer, does not have actual knowledge,
after reasonable inquiry, that such Transfer or series of Transfers would result
in the ultimate purchaser of such shares of common stock from the Sandell Group
beneficially owning, together with its affiliates, following such Transfer or
Transfers, in excess of five percent (5%) of the Company's common stock in the
aggregate, or (iii) Transfers made pursuant to (x) tender offers in respect of
the Company's common stock made by the Company or any third party, or (y)
repurchase offers in respect of the Company's common stock made directly with
the Company.
7. RESIGNATION. Each of the Nominees shall immediately tender his
resignation from the Board, if requested by the Board as a result of a majority
vote of the directors, other than the Nominees, in favor of such resignations
from the Board, in the event that the Sandell Group's beneficial ownership of
the Company's common stock becomes less than three percent (3%) of the
outstanding shares of common stock of the Company as a result of a Transfer or
series of Transfers by the Sandell Group.
8. NONDISPARAGEMENT. The Company shall not publicly disparage any member of
the management of the Sandell Group.
9. PUBLIC ANNOUNCEMENT. The parties shall promptly disclose the existence
of this Agreement after its execution pursuant to a joint press release in the
form attached hereto as Exhibit B; however, neither party shall disclose the
existence of this Agreement until the press release is issued.
10. REMEDIES. The Company and the Sandell Group acknowledge and agree that
a breach or threatened breach by either party may give rise to irreparable
injury inadequately compensable in damages, and accordingly each party shall be
entitled to injunctive relief to prevent a breach of the provisions hereof and
to enforce specifically the terms and provisions hereof in any state or federal
court having jurisdiction, in addition to any other remedy to which such
aggrieved party may be entitled to at law or in equity. In the event either
party institutes any legal action to enforce such party's rights under, or
recover damages for breach of, this Agreement, the prevailing party or parties
in such action shall be entitled to recover from the other party or parties all
costs and expenses, including but not limited to reasonable attorneys' fees,
court costs, witness fees, disbursements and any other expenses of litigation or
negotiation incurred by such prevailing party or parties.
11. NOTICES. All notice requirements and other communications shall be
deemed given when delivered or on the following business day after being sent by
overnight courier with a nationally recognized courier service such as Federal
Express, addressed to the Company, SAMC, Castlerigg Master Investments,
Castlerigg International, Castlerigg Holdings, Castlerigg Global Select, CGS,
CGSH and Mr. Sandell as follows:
THE COMPANY:
Fair Isaac Corporation
901 Marquette Avenue, Suite 3200
Minneapolis, MN 55402-3232
Facsimile: [Fax number]
Attention: General Counsel
With a copy to (which shall not constitute notice):
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, California 94301
Facsimile: (650) 470-4500
Attention: Kenton J. King
Celeste E. Greene
THE SANDELL GROUP:
Sandell Asset Management Corp.
40 W 57th Street, 26th Floor
New York, NY 10019
Facsimile: [Fax number]
Attn: General Counsel
with copies to (which shall not constitute notice):
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
(212) 593-5955
Attention: Marc Weingarten
12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements understandings, negotiations
and discussions of the parties in connection therewith not referred to herein.
13. COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, and
signature pages may be delivered by facsimile, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.
14. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
15. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without regard to
choice of law principles that would compel the application of the laws of any
other jurisdiction.
16. SEVERABILITY. In the event one or more of the provisions of this
Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
17. SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable by any
of the parties to this Agreement. This Agreement, however, shall be binding on
successors of the parties hereto.
18. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties, covenants and agreements made herein shall survive
the execution and delivery of this Agreement.
19. AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
20. FURTHER ACTION. Each party agrees to execute any and all documents, and
to do and perform any and all acts and things necessary or proper to effectuate
or further evidence the terms and provisions of this Agreement.
21. CONSENT TO JURISDICTION. Each of the parties hereby irrevocably submits
to the exclusive jurisdiction of any state court sitting in the State of
Delaware in any action or proceeding arising out of or relating to this
Agreement and each of the parties hereby irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in any such
court.
22. EXPENSES. Each party agrees to bear its own expenses in connection with
the transactions contemplated hereby.
[SIGNATURE PAGE FOLLOWS]
The Company and the Sandell Group each indicate its agreement with the
foregoing by signing and returning one copy of this agreement, whereupon this
letter agreement will constitute their agreement with respect to the subject
matter hereof.
Accepted to and agreed, as of the date
first written above:
Fair Isaac Corporation
By: /s/ Mark N. Greene
----------------------------------
Name: Mark N. Greene
--------------------------------
Title: Chief Executive Officer
--------------------------------
Sandell Asset Management Corp.
By: /s/ Thomas E. Sandell
----------------------------------
Name: Thomas E. Sandell
--------------------------------
Title: Chief Executive Officer
--------------------------------
Castlerigg Master Investments Ltd.
By: /s/ Thomas E. Sandell
----------------------------------
Name: Thomas E. Sandell
--------------------------------
Title: Chief Executive Officer
--------------------------------
Castlerigg International Limited
By: /s/ Thomas E. Sandell
----------------------------------
Name: Thomas E. Sandell
--------------------------------
Title: Chief Executive Officer
--------------------------------
Castlerigg International Holdings Limi
By: /s/ Thomas E. Sandell
----------------------------------
Name: Thomas E. Sandell
--------------------------------
Title: Chief Executive Officer
--------------------------------
Castlerigg Global Select Fund Limited
By: /s/ Thomas E. Sandell
----------------------------------
Name: Thomas E. Sandell
--------------------------------
Title: Chief Executive Officer
--------------------------------
CGS, Ltd.
By: /s/ Thomas E. Sandell
----------------------------------
Name: Thomas E. Sandell
--------------------------------
Title: Chief Executive Officer
--------------------------------
Castlerigg GS Holdings, Ltd.
By: /s/ Thomas E. Sandell
----------------------------------
Name: Thomas E. Sandell
--------------------------------
Title: Chief Executive Officer
--------------------------------
EXHIBIT A
FORM OF JOINDER AGREEMENT
The undersigned hereby agrees, effective as of the date hereof, to become a
party to that certain Agreement, dated as of December 7, 2007, by and among Fair
Isaac Corporation, a Delaware corporation (the "Company"), Sandell Asset
Management Corp., a Cayman Islands exempted company ("SAMC"), Castlerigg Master
Investments Ltd., a British Virgin Islands company ("Castlerigg Master
Investments"), Castlerigg International Limited, a British Virgin Islands
company ("Castlerigg International"); Castlerigg International Holdings Limited,
a British Virgin Islands company ("Castlerigg Holdings"); Castlerigg Global
Select Fund Limited, a Cayman Islands exempted company ("Castlerigg Global
Select"); CGS, Ltd., a Cayman Islands exempted company ("CGS"); and Castlerigg
GS Holdings, Ltd., a Cayman Islands exempted company ("CGSH" and collectively
with SAMC, Castlerigg Master Investments, Castlerigg International, Castlerigg
Holdings, Castlerigg Global Select, CGS, and CGSH, the "Sandell Group") (the
"Agreement"). By executing this joinder agreement, the undersigned hereby agrees
to be, and shall be, deemed a member of the "Sandell Group" for all purposes of
the Agreement, entitled to the rights and subject to the obligations thereunder
with respect to the voting securities of the Company acquired from the Sandell
Group.
The address and facsimile number to which notices may be sent to the undersigned
is as follows:
Facsimile No.:
By: ____________________________________
Name: __________________________________
Title: _________________________________
Date: __________________________________
EXHIBIT D
[GRAPHIC OMITTED][GRAPHIC OMITTED]
INVESTORS & ANALYSTS:
John D. Emerick, Jr.
Marcy K. Oelhafen
Fair Isaac Corporation
(800) 213-5542
investorrelations@fairisaac.com
FAIR ISAAC TO NOMINATE ALLAN Z. LOREN AND NICK GRAZIANO
TO BOARD OF DIRECTORS
SANDELL AGREES TO SUPPORT CANDIDATES AND ABIDE BY CERTAIN
STANDSTILL PROVISIONS UNTIL THE 2009 ANNUAL MEETING
MINNEAPOLIS - December 10, 2007 - Fair Isaac Corporation (NYSE: FIC) ( the
"Company") and Sandell Asset Management Corp. ("Sandell"), which together with
its affiliates owns 5.7% of the Company's outstanding shares, today announced
that the Company has agreed to nominate two new independent directors for
election to its Board of Directors: Allan Z. Loren, former chairman and chief
executive officer of The Dun & Bradstreet Corporation ("D&B") and Nick Graziano,
a managing director of Sandell Asset Management. Messrs. Loren and Graziano will
be included in the Company's proxy statement as candidates for election at the
2008 Annual Meeting of Stockholders to be held on February 5, 2008. With the
addition of Messrs. Loren and Graziano, Fair Isaac's Board will be expanded from
eight directors to ten directors, nine of whom will be independent.
In connection with the nomination of Messrs. Loren and Graziano to its Board,
the Company entered into an agreement with Sandell, pursuant to which Sandell
has agreed to vote its shares in support of all of the Board's director nominees
at the 2008 Annual Meeting and abide by certain standstill provisions until the
2009 Annual Meeting of Stockholders. In addition, Sandell has agreed not to
increase its investment in the Company above 10% of the Company's outstanding
shares of common stock during this period.
A. George "Skip" Battle, Chairman of the Board, said, "We are pleased with the
prospect of Allan and Nick joining our Board. Our Board is committed to
enhancing value for all Fair Isaac stockholders and we look forward to working
closely with Allan and Nick and benefiting from their experience. Allan brings
extensive strategic, technology and operational experience to Fair Isaac. Nick
adds the perspective of a major stockholder and his extensive financial and
capital markets expertise will be valuable to the Company as we continue to
drive growth and strengthen our business."
Thomas Sandell commented, "Adding Allan and Nick to Fair Isaac's Board is a
positive, stockholder-friendly step and we are confident that their experience
will enhance the composition of the Board. We look forward to continuing to work
constructively with the Company to maximize the value of Fair Isaac for all
stockholders."
ALLAN Z. LOREN, 69, served as both Chairman and CEO of D&B (NYSE: DNB) from May
2000 to January 2005, and as Chairman until May 2005. Mr. Loren was instrumental
in refocusing D&B's business and creating and implementing D&B's "Blueprint for
Growth" strategy. During his five years leading the company, Mr. Loren grew
D&B's earnings per share from $1.71 to $2.98, increased free cash flow from $164
million to $239 million per year, and produced a total shareholder return of
378%. Prior to D&B, Mr. Loren served as Executive Vice President and Chief
Information Officer for American Express for six years. He was President and CEO
of Galileo International from 1991 - 1994 and President of Apple Computer U.S.A.
from 1988 - 1991. Mr. Loren holds a bachelor's degree in mathematics from Queens
College, City of New York, did graduate work in mathematics and statistics at
American University, and completed the Executive Management Program at Stanford
University. Mr. Loren previously served on the Boards of Directors of Hershey
Foods, Reynolds & Reynolds and Venator Group, a predecessor to Foot Locker, Inc.
NICK GRAZIANO, 35, is a Managing Director of Sandell Asset Management Corp., an
investment manager, and has over 12 years of financial management experience.
Mr. Graziano has been with Sandell since September 2006. From February 2004 to
July 2006, Mr. Graziano was an investment analyst with Icahn Partners, the
primary investment vehicle of Carl C. Icahn. From February 2002 to February
2004, Mr. Graziano was an analyst with March Partners LLC, a global event-driven
hedge fund. From 1995 to 2001, Mr. Graziano held positions in the Investment
Banking Departments of Thomas Weisel Partners and Salomon Smith Barney. Mr.
Graziano earned a BA in Economics from Duke University in 1994 and an MBA in
Finance from Duke University in 1995. Mr. Graziano currently serves on the
Boards of Directors of WCI Communities, Inc. (NYSE: WCI), InfoSpace, Inc.
(NASDAQ: INSP) and previously served on the board of directors of WestPoint
International, Inc. and HowStuffWorks, Inc.
ABOUT FAIR ISAAC CORPORATION
Fair Isaac Corporation (NYSE:FIC) combines trusted advice, world-class analytics
and innovative applications to help businesses make smarter decisions. Fair
Isaac's solutions and technologies for Enterprise Decision Management turn
strategy into action and elevate business performance by giving organizations
the power to automate more decisions, improve the quality of their decisions,
and connect decisions across their business. Clients in 80 countries work with
Fair Isaac to increase customer loyalty and profitability, cut fraud losses,
manage credit risk, meet regulatory and competitive demands, and rapidly build
market share. Fair Isaac also helps millions of individuals manage their credit
health through the www.myFICO.com website. Learn more about Fair Isaac online at
www.fairisaac.com.
ABOUT SANDELL ASSET MANAGEMENT
Sandell Asset Management Corp. is a multi-billion dollar global investment
management firm, founded by Thomas E. Sandell, which focuses on global corporate
events and restructurings throughout North America, Continental Europe, the
United Kingdom, Latin America and the Asia-Pacific theatres. Sandell frequently
will take an "active involvement" in facilitating financial or organization
improvements accruing to the benefit of investors.
STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
Except for historical information contained herein, the statements contained in
this news release that relate to Fair Isaac or its business are forward-looking
statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially, including the success of the
Company's Enterprise Decision Management strategy, its ability to recruit and
retain key technical and managerial personnel, the maintenance of its existing
relationships and ability to create new relationships with customers and key
alliance partners, its ability to continue to develop new and enhanced products
and services, competition, regulatory changes applicable to the use of consumer
credit and other data, the possibility that the anticipated benefits of
acquisitions, including expected synergies, will not be realized and other
factors that could affect the Company' s business and financial results that are
described more fully under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Fair Isaac's SEC reports, including its Annual Report on Form 10-K for the year
ended September 30, 2007, which is on file with the SEC and available at the
SEC's website at www.sec.gov. All information, including forward-looking
statements, set forth in this press release is as of November 30, 2007. Fair
Isaac does not intend, and disclaims any obligation to update this information,
including the forward-looking statements, to reflect future events or
circumstances. Fair Isaac, however, reserves the right to update such
information including forward-looking statements or any portion thereof at any
time for any reason.
Fair Isaac is a trademark or registered trademark of Fair Isaac Corporation in
the United States and in other countries. Other company names contained in this
release may be trademarks of their respective owners.