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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. 2)*
Fair Isaac & Co. Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
303250104
(CUSIP Number)
December 29, 2000
(Date of Event Which Requires Filing of the Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1 (b)
[ ] 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).
CUSIP No. 303250104 13G Page 2 of 6 Pages
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neuberger Berman, Inc.
061523639
Neuberger Berman, LLC
13-5521910
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /X/
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER
590,589
6) SHARED VOTING POWER
859,500
7) SOLE DISPOSITIVE POWER
0
8) SHARED DISPOSITIVE POWER
1,453,789
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,789
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
1,300
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.07
12) TYPE OF REPORTING PERSON*
BD/IA
CUSIP No. 303250104 13G Page 2A of 6
Pages
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neuberger Berman Genesis Portfolio
13-3697433
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /X/
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5) SOLE VOTING POWER
0
6) SHARED VOTING POWER
859,500
7) SOLE DISPOSITIVE POWER
0
8) SHARED DISPOSITIVE POWER
859,500
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
859,500
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.95
12) TYPE OF REPORTING PERSON*
IV
CUSIP No. 303250104 13G Page 3 of 6 Pages
Item 1. (a) Name of Issuer:
Fair Isaac & Co. Inc.
Item 1 (b) Address of Issuer's Principal Executive Offices:
111 Smith Ranch Rd. San Rafael, CA 94903
Item 2. (a) Name of Person Filing:
Neuberger Berman, Inc.
Neuberger Berman, LLC.
Neuberger Berman Management Inc.
Neuberger Berman Genesis Portfolio
Item 2 (b) Address of Principal Business Office:
605 Third Ave., New York, NY, 10158-3698
Item 2 (c) Citizenship:
USA
Item 2 (d) Title of Class of Securities:
Common
Item 2 (e) CUSIP Number:
303250104
Item 3. (g) /X/ Parent holding company, in accordance with 240.13d-1
(b) (ii) (G)
Item 4. Ownership:
(a) Amount Beneficially Owned:
1,453,789
(b) Percent of Class:
10.07
CUSIP No. 303250104 13G Page 4 of 6 Pages
(c) Number of Shares as to which such person has:
(I) Sole Power to vote or to direct the
vote: 590,589
(II) Shared Power to vote or to direct the
vote: 859,500
(III) Sole Power to dispose or to direct the disposition
of: 0
(IV) Shared Power to dispose or to direct the disposition
of: 1,453,789
Item 5. Ownership of Five Percent or Less of a Class:
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another:
Neuberger Berman, LLC is deemed to be a beneficial owner for purpose of
Rule 13(d) since it has shared power to make decisions whether to retain or
dispose of, and in some cases the sole power to vote the securities of many
unrelated clients. Neuberger Berman, LLC does not, however, have any
economic interest in the securities of those clients. The clients are the
actual owners of the securities and have the sole right to receive and the
power to direct the receipt of dividends from or proceeds from the sale of
such securities.
Employee(s) of Neuberger Berman, LLC own 1,300 shares. Employee(s) own
these shares in their own personal securities accounts. Neuberger Berman,
LLC disclaims beneficial ownership of these shares since; these shares were
purchased with each employee(s)' personal funds and each employee has
exclusive dispositive and voting power over the shares held in their
respective
accounts.
With regard to the shares set forth under Item 4.(c)(II), 859,500 shares or
5.95% of the outstanding are beneficially owned by Neuberger Berman Genesis
Portfolio, a series of Equity Managers Trust. Neuberger Berman, LLC and
Neuberger Berman Management Inc. are deemed to be beneficial owners of
these shares for purposes of Rule 13(d) since they both have shared power
to make decisions whether to retain or dispose of the securities.
Neuberger Berman, LLC and Neuberger Berman Management Inc. serve as sub-
adviser and investment manager, respectively, of Neuberger Berman Genesis
Portfolio, which holds such shares in the ordinary course
Page 5 of 6 Pages
of its business and not with the purpose nor with the effect of changing or
influencing the control of the issuer.
With regard to the balance of the shares set forth under Item 4.(c)(II),
Neuberger Berman, LLC and Neuberger Berman Management Inc. are deemed to be
the beneficial owners for the purposes of Rule 13(d), since they have power
to make decisions whether to retain or dispose of securities held by
Neuberger Berman's various other Funds. Neuberger Berman, LLC is the sub-
advisor to the aforementioned Funds.
No other Neuberger Berman, LLC advisory client has an interest of more than
5% of the issuer.
It should be further noted that the share calculation under item 4.(c)(IV)
is derived from a total combination of the shares set forth under Item
4.(c)(I and II). The remaining balance of shares, if any, are for
individual client accounts over which Neuberger Berman, LLC has shared
power to dispose.
CUSIP No. 303250104 13G
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
Neuberger Berman, Inc. makes this filing pursuant to Rule
13d-1(b)(ii)(G) since it owns 100% of both Neuberger
Berman, LLC and Neuberger Berman Management, Inc. and does
not own over 1% of the issuer.
Neuberger Berman, LLC, as investment advisor and
broker/dealer with discretion.
Neuberger Berman Management Inc. as investment advisor to
a Series of Public Mutual Funds.
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
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 held in the ordinary
course of business and 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:
Page 6 of 6 Pages
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.
In addition, the undersigned hereby agree that the Schedule 13G filed
herewith is filed jointly pursuant to Rule 13d-1(f)(1) of the Securities
Exchange Act of 1934, as amended, on behalf of each of them.
Date: February 5, 2001
By:_____________________________
Kevin Handwerker
General Counsel
Neuberger Berman, Inc.
Neuberger Berman, LLC.
By: _____________________________
Peter Sundman
President and Director
Neuberger Berman Management Inc.
By: :_____________________________
Peter Sundman
Chairman of the Board, Chief Executive
Officer and Trustee
Neuberger Berman Genesis Portfolio,
a Series of Equity Managers Trust