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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)* **
ELECTRONIC CLEARING HOUSE, INC.
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(Name of Issuer)
Common Stock
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285562203
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CUSIP NUMBER
STARR, GERN, DAVISON & RUBIN, P.C.,
103 EISENHOWER PARKWAY, ROSELAND, NEW JERSEY 07068-1050
973-403-9200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 11, 1999
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(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.
** Final Amendment.
* 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 173,000
Person With
8. Shared Voting Power
210,000
9. Sole Dispositive Power
173,000
10. Shared Dispositive Power
210,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
841,000
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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)
4.9%
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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 200,000
Person With
8. Shared Voting Power
223,000
9. Sole Dispositive Power
200,000
10. Shared Dispositive Power
223,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
631,000
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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)
3.7%
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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).
ITEM 4. PURPOSE OF TRANSACTION.
Arthur and Barbara have individually sold, in a series of
transactions described in Exhibit A, shares of the Common Stock, to a level
which is now less than 5% of the total shares outstanding. Each intends to
reexamine his/ her investment in the Issuer from time to time and depending on
marketconditions 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 January 11, 1999, Arthur may be deemed the beneficial owner of
841,000 shares of Common Stock which represents 4.9% of the
17,099,861 shares of outstanding Common Stock determined pursuant to
Rule 13d-3(d)(1)(i) as of the date of this report.
As of January 11, 1999, Barbara may be deemed the beneficial owner
of 631,000 shares of Common Stock which represents 3.7% of the
17,099,861 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 173,000 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 200,000 shares of the Common
Stock and the shared power to vote and to direct the disposition of
223,000 shares as a trustee of the Trusts.
Other than such sales and transfers, neither Arthur nor Barbara
has effected any transactions in the Common Stock during the past
sixty days.
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(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: January 25, 1999
/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 sold shares of Common
Stock of Electronic Clearing House, Inc. ("ECHO") through a series of
transactions as set forth below:
Common Stock & Shares Sold or Transferred
(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
11/27/98 75,000
11/30/98 37,200 20,000 22,800 20,000
12/7/98 10,000
12/8/98 5,000 500
12/24/98 1,500
12/28/98 23,900 20,000 45,000 2,000
12/31/98 11,000
1/8/99 33,000
1/11/99 13,000
TRANSFERS
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12/18/99 220,000(1)
</TABLE>
(1) Distribution from Trust to beneficiaries. 110,000 were distributed to
Barbara Geiger, and are reflected in Item No. 7.
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