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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
Herbert Smilowitz
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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 250,000
Person With
8. Shared Voting Power
700,000
9. Sole Dispositive Power
250,000
10. Shared Dispositive Power
700,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,165,000
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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)
7.5%
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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 Person filing this statement is Herbert Smilowitz.
This statement contains information regarding shares of Common Stock owned by
Mr. Smilowitz, the Allied Building Products Corp Savings and Incentive Plan
("Plan") of which Mr. Smilowitz is a trustee and various purchases by relatives
and family trusts ("Family Purchases"). Although shares of Common Stock owned by
the Plan and the Family Purchases may be deemed to be beneficially owned by Mr.
Smilowitz, the filing of this statement should not be deemed an admission that
Mr. Smilowitz beneficially owns such shares or that the Plan or Family Purchases
constitute a "group" within the meaning of Section 13(d)(3) of the Securities
and Exchange Act of 1934.
Mr. Smilowitz's business address is:
c/o Allied Building Products Corp.
15 East Union Street
East Rutherford, New Jersey 07073
Mr. Smilowitz's principal occupation is:
Chairman of the Board
Allied Building Products Corp.
15 East Union Street
East Rutherford, New Jersey 07073
Mr. Smilowitz has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has he been a part 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.
Mr. Smilowitz is a United States citizen. The Plan is an ERISA Plan.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock owned by Mr. Smilowitz were acquired
between June 20, 1994 and June 6, 1997 through a series of purchases and loan
transactions which included warrants and/or conversion rights (which have not
been exercised). All
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transactions for which he may be deemed a beneficial owner are described in
Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Smilowitz has acquired the Common Stock for the purpose of
investment, constituting a portion of his securities portfolio. He intends to
reexamine this 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 considers advisable.
Subject to the foregoing, Mr. Smilowitz does not have 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;
(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, Mr. Smilowitz may be deemed the
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beneficial owner of 1,175,000 shares of Common Stock which
represents 7.5% of the 15,495,541 shares of outstanding Common Stock
determined pursuant to Rule 13d-3(d)(1)(i) as of the date of this
report.
(b) Mr. Smilowitz currently has the sole power to vote or direct the
vote and to dispose or direct the disposition of 250,000 shares of
the Common Stock and the shared power to vote and to direct the
disposition of 700,000 shares as trustee of the Plan.
(c) On June 6, 1997, Mr. Smilowitz may be deemed to have acquired
beneficially 225,000 units of Common Stock of the Company through
the purchase of 56,250 shares Preferred Stock in a private
transaction. 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, Mr. Smilowitz has not effected any
transactions in the Common Stock during the past sixty days.
(d) The Plan has the right to receive or the power to direct the receipt
of dividends or sale proceeds with respect to 700,000 shares of the
Common Stock which may be deemed to be beneficially owned by Mr.
Smilowitz.
(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 reasonably 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/ Herbert Smilowitz
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HERBERT SMILOWITZ
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ATTACHMENT A
Herbert Smilowitz has directly and indirectly become the beneficial owner
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 Herbert Smilowitz Allied Building Family/
Date Products Savings Purchases
and Investment
Plan
<S> <C> <C> <C>
Prior to
12/28/94 40,000
12/28/94 150,000(1) 450,000(2)
1/4/95 62,000(3)
1/18/95 38,000(3)
2/23/96 50,000(4) 150,000(5)
6/6/97 50,000(6) 175,000(6)
</TABLE>
1. Acquired through a $50,000 loan to ECHO which included interest at 12%
paid quarterly and carried conversion rights to 100,000 shares of Common
Stock at $.50 per share and included warrants for 50,000 shares of Common
Stock at $.50 per share exercisable by December 28, 1999.
2. Same loan program as in 1 above with $150,000 loan with conversion rights
to 300,000 shares of Common Stock at $.50 per share and warrants for
150,000 shares at $.50 per share exercisable by December 28, 1999.
3. Share Purchase.
4. Consideration for the extension of the loan in #1 above was an additional
25,000 warrants at $.40 per share expiring February 23, 1999 and lowering
the exercise of the warrants and the conversion price to $.40 per share.
5. Consideration for the extension of the loan in #2 above was an additional
75,000 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 75,000 shares).
6. Purchased in a private transaction of Series K Preferred Stock each share
of which is convertible to 4 shares of Common Stock. Purchase was 12,500
shares at $4.00 per share for Herbert Smilowitz and 43,750 shares at $4.00
for Family Purchases. These are convertible to 50,000 and 175,000 shares
of Common Stock respectively.
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