FAIR ISAAC & COMPANY INC
SC 13G/A, 2000-02-14
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                               (AMENDMENT NO. 1)*

                      Fair, Isaac and Company, Incorporated
                      -------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $0.01 Per share
                     ---------------------------------------
                         (Title of Class of Securities)

                                   303250 10 4
                                   -----------
                                 (CUSIP Number)

                                February 14, 2000
                                -----------------
             (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 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).

<PAGE>

<TABLE>
<CAPTION>
<S>                                                         <C>                                  <C>
CUSIP No.: 303250 10 4                                      13G                                  Page 2 of 5 pages

- ----------- ------------------------------------------------------------------------------------------------------
    1       Names of Reporting Persons:   Ellen I. Fair
            I.R.S. Identification Nos. of above persons (entities only)
- ----------- ------------------------------------------------------------------------------------------------------
    2       Check the Appropriate Box if a Member of a Group (See Instructions):
            (a)  [ ]
            (b)  [ ]
- ----------- ------------------------------------------------------------------------------------------------------
    3       SEC Use Only:
- ----------- ------------------------------------------------------------------------------------------------------
    4       Citizenship or Place of Organization:       United States
- -------------------------- --------- ----------------------------------------- -----------------------------------
    Number of Shares          5      Sole Voting Power                                                    105,752
      Beneficially
     Owned by Each
   Reporting Person
        With:
- -------------------------- --------- ----------------------------------------- -----------------------------------
                              6      Shared Voting Power                                                1,257,996
- -------------------------- --------- ----------------------------------------- -----------------------------------
                              7      Sole Dispositive Power                                               105,752
- -------------------------- --------- ----------------------------------------- -----------------------------------
                              8      Shared Dispositive Power                                           1,257,996
- ----------- ------------------------------------------------------------------------------------------------------
    9       Aggregate Amount Beneficially Owned by
            Each Reporting Person:                                                                      1,363,748
- ----------- ------------------------------------------------------------------------------------------------------
    10      Check if the Aggregate Amount in Row (9)
            Excludes Certain Shares (See Instructions):                                                       [ ]
- ----------- ------------------------------------------------------------------------------------------------------
    11      Percent of Class Represented
            by Amount in Row (9):                                                                            9.6%
- ----------- ------------------------------------------------------------------------------------------------------
    12      Type of Reporting Person (See Instructions):                                                      IN
- ----------- ------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

CUSIP No.: 303250 10 4                    13G                  Page 3 of 5 pages

Item 1.

         (a)      Name of Issuer: Fair, Isaac and Company, Incorporated

         (b)      Address of Issuer's  Principal  Executive  Offices:  200 Smith
                  Ranch Road, San Rafael, California 94903.

Item 2.

         (a)      Name of Person Filing: Ellen I. Fair

         (b)      Address of Principal  Business Office or, if none,  Residence:
                  1001 West Cutting Boulevard, Richmond, CA 94804.

         (c)      Citizenship: United States

         (d)      Title of Class of  Securities:  Common Stock,  par value $0.01
                  per share.

         (e)      CUSIP Number: 303250 10 4


Item 3.

         If  this  statement  is  filed  pursuant  to  ss.ss.   240.13d-1(b)  or
240.13d-2(b) or (c), check whether the person filing is a:

         (a) [ ]  Broker or dealer  registered  under  section 15 of the Act (15
                  U.S.C. 78o);

         (b) [ ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

         (c) [ ]  Insurance  company as defined in section  3(a)(19)  of the Act
                  (15 U.S.C. 78c);

         (d) [ ]  Investment   company   registered   under  section  8  of  the
                  Investment Company Act of 1940 (15 U.S.C. 80a-8);

         (e) [ ]  An    investment    adviser    in    accordance    with    ss.
                  240.13d-1(b)(1)(ii)(E);

         (f) [ ]  An employee  benefit plan or endowment fund in accordance with
                  ss. 240.13d-1(b)(1)(ii)(F);

         (g) [ ]  A parent holding  company or control person in accordance with
                  ss. 240.13d-1(b)(1)(ii)(G);

         (h) [ ]  A  savings  association  as  defined  in  section  3(b) of the
                  Federal Deposit Insurance Act (12 U.S.C. 1813);

<PAGE>

CUSIP No.: 303250 10 4                    13G                  Page 4 of 5 pages


         (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 (15 U.S.C. 80a-3);

         (j) [ ]  Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

         Provide the following  information  regarding the aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

         (a)      Amount beneficially owned: 1,363,748

         (b)      Percent of class: 9.6%

         (c)      Number of shares as to which the person has:

                  (i)      Sole power to vote or to direct the vote: 105,752

                  (ii)     Shared power to vote or to direct the vote: 1,257,996

                  (iii)    Sole power to  dispose  or to direct the  disposition
                           of: 105,752

                  (iv)     Shared power to dispose or to direct the  disposition
                           of: 1,257,996

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: [ ]

Item 6.  Ownership of More Than Five Percent On Behalf of Another Person.

         1,257,996 of the shares which are the subject of this  Schedule 13G are
beneficially  owned  pursuant to the  provisions of The William  Rodden Fair and
Inger  Johanne Fair  Revocable  Trust,  over which Ellen I. Fair,  Erik E. Fair,
Christian  Fair  and  Inger  J.  Fair  are  co-trustees  and  share  voting  and
dispositive  power. The filing of this Schedule 13G 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 1,257,996
shares.

Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported On by the Parent Holding Company.

         Not applicable.
<PAGE>

CUSIP No.: 303250 10 4                    13G                  Page 5 of 5 pages


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 not 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.

                                    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: February 2, 2000

                                        /s/  Ellen I. Fair
                                        -----------------------------
                                        Ellen I. Fair


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