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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ELECTRONIC CLEARING HOUSE, INC.
(Name of Issuer)
Common Stock
285562203
CUSIP NUMBER
IRA M. STARR, STARR, GERN, DAVISON & RUBIN, P.C., 103 EISENHOWER PARKWAY,
ROSELAND, NEW JERSEY 07068-1050
973-403-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices
Communications)
DECEMBER 28, 1994
(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 the statement /X/. (A fee is
not required only if the reporting person: (a) 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 five percent or less of such class
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed 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
initial filing on this form with respect to the subject class of securities, for
any subsequent amendment containing information which would alter disclosure
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).
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1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Arthur Geiger
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2. Check the Appropriate Box if a Member of a Group* (a) ___
(b) ___
Not Applicable
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3. SEC USE ONLY
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4. Source of Funds*
PF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
United States
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Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 249,100
Person With
8. Shared Voting Power
210,000
9. Sole Dispositive Power
249,100
10. Shared Dispositive Power
210,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,290,900
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12. Check Box if the Aggregate amount in Row (11) Excludes Certain Shares
Not Applicable
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13. Percent of Class Represented by Amount in Row (11)
8.3%
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14. Type of Reporting Person*
In
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1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Barbara Geiger
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2. Check the Appropriate Box if a Member of a Group* (a) ___
(b) ___
Not Applicable
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3. SEC USE ONLY
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4. Source of Funds*
PF
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
United States
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Number of Shares 7. Sole Voting Power
Beneficially Owned
By Each Reporting 157,800
Person With
8. Shared Voting Power
620,000
9. Sole Dispositive Power
157,800
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10. Shared Dispositive Power
620,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,080,900
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12. Check Box if the Aggregate amount in Row (11) Excludes Certain Shares
Not Applicable
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13. Percent of Class Represented by Amount in Row (11)
7.1%
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14. Type of Reporting Person*
In
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, ("Common Stock"), of
Electronic Clearing House, Inc., a California corporation (the "Issuer"), having
its principal executive offices at 28001 Dorothy Drive, Agoura Hills, California
91301.
ITEM 2. IDENTITY AND BACKGROUND.
The Reporting Persons filing this statement are Arthur Geiger
("Arthur") and Barbara Geiger ("Barbara"), husband and wife. This statement
contains information regarding shares of Common Stock owned by: each of the
Geigers; the Rosengart Trust and Baron Trust ("Trusts") of which Barbara is a
trustee; purchases by relatives, including 50,000 shares registered in Arthur's
name as Custodian UGTMA ("Family Purchases"); and client trusts of which Arthur
is a Trustee ("Client Trusts").
Although shares of Common Stock owned by Barbara, the Trusts, the
Family Purchases and Client Trusts may be deemed to be beneficially owned by
Arthur, the filing of this statement should not be deemed an admission that
Arthur beneficially owns such shares or that the Trusts, Family Purchases or
Client Trusts constitute a "group" within the meaning of Section 13(d)(3) of the
Securities and Exchange Act of 1934.
Although shares of Common Stock owned by Arthur, the Trusts, the
Family Purchases and the Client Trust, may be deemed to be beneficially owned by
Barbara, the filing of this statement should not be deemed an admission that
Barbara beneficially owns such shares or that the Trusts, Family Purchases or
Client Trusts constitute a "group" within the meaning of Section 13(d)(3) of the
Securities and Exchange Act of 1934.
Arthur's business address is:
Arthur S. Geiger & Co., P.A.
66 Macculloch Avenue
Morristown, New Jersey 07963-0309
Arthur's principal occupation is:
Accountant
Barbara's business address is:
c/o Arthur S. Geiger & Co., P.A.
66 Macculloch Avenue
Morristown, New Jersey 07963-0309
Barbara's principal occupation is:
Teacher
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Neither Arthur nor Barbara has during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
nor has either 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 activity subject to federal or state
securities/and or finding any violation with respect to such laws.
Arthur and Barbara are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock owned by Arthur and Barbara were acquired
pursuant to purchases between September 23, 1992 and June 6, 1997 as well as
through a series of loan transactions which include warrants and/or conversion
rights (which have not been exercised). All transactions for which they may be
deemed beneficial owners are described in Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION.
Arthur and Barbara have individually acquired the Common Stock for
the purpose of investment, constituting a portion of their securities portfolio.
Each intends to reexamine his/her investment in the Issuer from time to time and
depending on market conditions and other factors, may purchase or sell shares of
Common Stock, if appropriate opportunities to do so are available, on such terms
and at such times as he/she considers advisable.
Subject to the foregoing, neither Arthur nor Barbara has any present
plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger
reorganization or liquidation, involving the Issuer or any of its
subsidiaries.
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries:
(d) Any change in the present board of directors or managers of the
Issuer, including any plans or proposals to change the number of
directors or to fill any existing vacancies on the board:
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or the corporate
structure;
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(g) Changes in the Issuer's charter, bylaws or instruments,
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association.
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 6, 1997, Arthur may be deemed the beneficial owner of
1,290,900 shares of Common Stock which represents 7.9% of the
15,420,541 shares of outstanding Common Stock determined pursuant to
Rule 13d-3(d)(1)(i) as of the date of this report.
As of February 23, 1996, Barbara may be deemed the beneficial owner
of 1,080,900 shares of Common Stock which represents 7.1% of the
15,270,541 shares of outstanding Common Stock determined pursuant to
Rule 13d-3(d)(1)(i) as of the date of this report.
(b) Arthur currently has the sole power to vote or direct the vote and
to dispose or direct the disposition of 249,100 shares of the Common
Stock and the shared power to vote and to direct the disposition of
210,000 shares as trustee of the Client Trusts.
Barbara currently has the sole power to vote or direct the vote and
to dispose or direct the disposition of 157,800 shares of the Common
Stock and the shared power to vote and to direct the disposition of
620,000 shares as a trustee of the Trusts.
(c) On June 6, 1997, Arthur may be deemed to have beneficially acquired
210,000 shares of Common Stock of the Company through the purchase
of Preferred Stock in a private transaction by the Client Trusts.
Each share of the Series K Preferred Stock is convertible into 4
shares of Common Stock. The price of the Series K Preferred was
$4.00 per share.
Other than such acquisition, neither Arthur nor Barbara has effected
any transactions in the Common Stock during the past sixty days.
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(d) The Client Trusts have the right to receive or the power to direct
the receipt of dividends or sale proceeds with respect to 210,000
shares of the Common Stock which may be deemed to be beneficially
owned by Arthur.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the Reporting Person
and any other person with respect to any securities of the Issuer, including any
contract, arrangement, understanding or relationship concerning transfer or
voting of any securities of the Issuer, finder's fees, joint ventures.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A.
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: October , 1997
/s/ Arthur Geiger
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ARTHUR GEIGER
/s/ Barbara Geiger
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BARBARA GEIGER
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ATTACHMENT A
Arthur Geiger and Barbara Geiger have individually become the beneficial
owners of in excess of 5% of the Common Stock of Electronic Clearing House, Inc.
("ECHO") through a series of transactions as set forth below:
Common Stock & Shares
(may be deemed beneficially owned)
<TABLE>
<CAPTION>
Transaction Arthur Trusts Barbara Geiger Client
Date Geiger Children Trusts
<S> <C> <C> <C> <C> <C>
Prior to
12/28/94 25,100 160,000 105,800 20,000
12/28/94 90,000(1) 300,000(2) 60,000(3)
1/4/95 10,000(4) 10,000(4)
5/24/95 50,000(5) 50,000(5)
7/20/95 34,000(4) 2,000(4) 4,000(4)
9/12/95 10,000(4)
2/23/96 30,000(6) 100,000(7) 20,000(8)
6/6/97 210,000(9)
</TABLE>
1. Acquired through a $30,000 loan to ECHO which includes interest at 12%
paid quarterly and carries conversion rights to 60,000 shares of Common
Stock at $.50 per share and also includes warrants for 30,000 shares of
Common Stock at $.50 per share exercisable by December 28, 1999.
2. Same loan program as in 1 above with a $100,000 loan by the Trusts with
conversion rights to 200,000 shares of Common Stock at $.50 per share and
warrants for 100,000 shares at $.50 exercisable by December 28, 1999.
3. Same loan program as in #1 above with $20,000 in loans with conversion
rights to 40,000 shares of Common Stock at $.50 per share and warrants
for 20,000 shares at $.50 exercisable by December 28, 1999.
4. Share Purchase.
5. Consideration for extension of a 1993 loan was an additional 50,000
warrants exercisable for $.50 per share.
6. Consideration for the extension of the December 28, 1994 loan was an
additional 15,000 warrants at $.40 per share expiring February 23, 1999
and lowering the exercise of warrants and the conversion price to $.40
per share (resulting in an additional 15,000 shares).
7. Consideration for the extension of the December 28, 1994 loan was an
additional 50,000 warrants at $.40 per share expiring February 23, 1999
and lowering the exercise of warrants and the conversion price to $.40
per share (resulting in an additional 50,000 shares).
8. Consideration for the extension of the December 28, 2994 loan was an
additional 10,000 warrants at $.40 per share expiring on February 23,
1999 and lowering the exercise warrants and the conversion price to $.40
per share (resulting in an additional 10,000 shares).
9. Purchased in a private transaction of Series K Preferred Stock each share
of which is convertible to 4 shares of Common Stock. Purchase was 52,500
shares at $4.00 per share. These are convertible to 210,000 shares of
Common Stock.
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