-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvabUFT35knHTWAAw1gZ8qIDNwqY8bW+wr665xw2UcaT5dT0kc2Tri6Ott+yPzrg tjEmjHoIBFnf2cKzB9+7uA== 0000950123-97-008779.txt : 19971022 0000950123-97-008779.hdr.sgml : 19971022 ACCESSION NUMBER: 0000950123-97-008779 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971021 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC CLEARING HOUSE INC CENTRAL INDEX KEY: 0000721773 STANDARD INDUSTRIAL CLASSIFICATION: FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099] IRS NUMBER: 930946274 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40960 FILM NUMBER: 97698784 BUSINESS ADDRESS: STREET 1: 28001 DOROTHY DR CITY: AGOURA HILLS STATE: CA ZIP: 91301-2697 BUSINESS PHONE: 8187068999 MAIL ADDRESS: STREET 1: 28001 DOROTHY DRIVE CITY: AGOURA HILLS STATE: CA ZIP: 91301 FORMER COMPANY: FORMER CONFORMED NAME: BIO RECOVERY TECHNOLOGY INC DATE OF NAME CHANGE: 19860122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEURY ROBERT CENTRAL INDEX KEY: 0001048136 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O ALLIED BUILDINGS PRODUCTS CORP STREET 2: 15 EAST UNION AVE CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 MAIL ADDRESS: STREET 1: C/O ALLIED BUILDING PRODUCTS CORP STREET 2: 15 EAST UNION AVE CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 SC 13D 1 ELECTRONIC CLEARING HOUSE, INC. 1 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, 1997 (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). 1 2 1. Name of Reporting Person S.S. OR I.R.S. Identification No. of Above Person Robert Feury - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group* (a) ___ (b) ___ Not Applicable - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. Source of Funds* PF - -------------------------------------------------------------------------------- 5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of Shares 7. Sole Voting Power Beneficially Owned By Each Reporting 125,000 Person With 8. Shared Voting Power 700,000 9. Sole Dispositive Power 125,000 10. Shared Dispositive Power 700,000 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 912,000 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate amount in Row (11) Excludes Certain Shares Not Applicable 2 3 13. Percent of Class Represented by Amount in Row (11) 6.1% - -------------------------------------------------------------------------------- 14. Type of Reporting Person* In - -------------------------------------------------------------------------------- 3 4 *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 Robert Feury. This statement contains information regarding shares of Common Stock owned by Mr. Feury, the Allied Building Products Corp Savings and Incentive Plan ("Plan") of which Mr. Feury is a trustee and various purchases by relatives and family trusts ("Family Purchases"). Although shares of Common Stock owned by the Plan and in Family Purchases may be deemed to be beneficially owned by Mr. Feury, the filing of this statement should not be deemed an admission that Mr. Feury 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. Feury's business address is: c/o Allied Building Products Corp. 15 East Union Street East Rutherford, New Jersey 07073 Mr. Feury's principal occupation is: President Allied Building Products Corp. 15 East Union Street East Rutherford, New Jersey 07073 Mr. Feury has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he 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. Mr. Feury 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. Feury were acquired between December 28, 1994 and June 6, 1997 through purchases and loan transactions which include warrants and/or 4 5 conversion rights (which have not been exercised). All transactions for which he may be deemed a beneficial owner are described in Exhibit A. ITEM 4. PURPOSE OF TRANSACTION. Mr. Feury 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. Feury 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. 5 6 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of June 6, 1997, Mr. Feury may be deemed the beneficial owner of 922,000 shares of Common Stock which represents 6.1% of the 15,205,541 shares of outstanding Common Stock determined pursuant to Rule 13d-3(d)(1)(i) as of the date of this report. (b) Mr. Feury currently has the sole power to vote or direct the vote and to dispose or direct the disposition of 125,000 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. Feury acquired 18,750 shares of Common Stock through the purchase of Preferred Stock in a private transaction. He may also be deemed to have acquired beneficially 60,000 additional shares of Common Stock of the Company through the purchase of 15,000 shares of Preferred Stock in a private transaction. Each share of 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 transactions, Mr. Feury 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. Feury. (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/ Robert Feury ------------------------------ ROBERT FEURY 6 EX-99.A 2 ATTACHMENT A 1 ATTACHMENT A Robert Feury 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)
Transaction Robert Feury Allied Building Relatives/ Date Products Savings Trusts 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) 1/8/97 50,000(2) 17,000(2) 2/7/97 20,000(2) 6/6/97 75,000(4) 50,000(4)
1. Acquired through a $150,000 loan to ECHO which included interest at 12% paid quarterly and conversion rights to 300,000 shares of Common Stock at $.50 per share and included 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). 4. Purchased in a private transaction of Series K Preferred Stock each share of which is convertible to 4 shares of Common Stock. Purchase was 18,750 shares at $4.00 per share per share for Robert Feury and 12,500 shares at $4.00 for Relatives/Trusts. These are convertible to 75,000 and 50,000 shares of Common Stock respectively. 7 -----END PRIVACY-ENHANCED MESSAGE-----