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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)
FEBRUARY 23, 1996
(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
Allied Building Products Corp Savings and Investment Plan
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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*
OO
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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 700,000
Person With
8. Shared Voting Power
0
9. Sole Dispositive Power
700,000
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
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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)
5.9%
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14. Type of Reporting Person*
EP
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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 following information is provided for the Reporting Person.
The Reporting Person filing this statement is the Allied Building
Products Savings and Incentive Plan ("Plan"). This statement contains
information regarding shares of Common Stock.
The Plan's business address is:
c/o Allied Building Products Corp.
15 East Union Street
East Rutherford, New Jersey 07073
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Common Stock owned by or attributed to the Plan were
acquired between December 28, 1994 and February 23, 1996 through loan
transactions (which included warrants and/or conversion rights which have not
been exercised) and market purchases. All transactions for which the Plan may be
deemed a beneficial owner are described in Exhibit A.
ITEM 4. PURPOSE OF TRANSACTION.
The Plan has acquired the Common Stock for the purpose of
investment, constituting a portion of its securities portfolio. It 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 it considers advisable.
Subject to the foregoing, the Plan 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:
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(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 February 23, 1996, the Plan owns 700,000 shares of Common
Stock which represents 5.9% of the 11,896,804 shares of outstanding
Common Stock determined pursuant to Rule 13d-3(d)(1)(i) as of that
date.
(b) The Plan currently has the sole power to vote or direct the vote and
to dispose or direct the disposition of 700,000 shares of the Common
Stock.
No transactions by the Plan in the Common Stock have occurred during
the past sixty days.
(c) 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.
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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
ALLIED BUILDING PRODUCTS CORP.
SAVINGS AND INCENTIVE PLAN
By: /s/ Herbert Smilowitz
--------------------------
Herbert Smilowitz, Trustee
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ATTACHMENT A
The Plan has become the 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:
<TABLE>
<CAPTION>
Common Stock & Shares
<S> <C>
Transaction Allied Building
Date Products Corp. Savings
and Investment Plan
12/28/94 450,000(1)
1/4/95 62,000(2)
1/18/95 38,000(2)
2/23/96 150,000(3)
</TABLE>
1. Acquired through a $150,000 loan to ECHO which includes interest at 12%
paid quarterly and carries conversion rights to 300,000 shares of Common
Stock at $.50 per share and includes warrants for 150,000 shares of Common
Stock at $.50 per share exercisable by December 28, 1999.
2. Share Purchase.
3. Consideration for extension of the loan in #1 above was an additional
75,000 warrants at $.40 per share expiring February 23, 1999 and lowering
the exercise of warrants and conversion price to $.40 per share (resulting
in an additional 75,000 shares).
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