EXHIBIT 99.1
ECHO(SM)
[GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE
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ELECTRONIC CLEARING HOUSE AND OTR SIGN RIGHTS AGREEMENT
AGOURA HILLS CALIF., FEBRUARY 4, 2003 - Electronic Clearing House, Inc.
(NASDAQ:ECHO), a leading provider of electronic payment and transaction
processing services, today announced the signing of an Amended and Restated
Rights Agreement with its transfer agent, OTR, Inc. of Portland, Oregon, which
amends the Rights Agreement adopted by the Board of Directors on September 30,
1996.
Under the Amended and Restated Agreement, the Corporation declared a second
dividend of one preferred share purchase right ("Second Right") for each share
of common stock outstanding on January 29, 2003. Each Second Right will entitle
holders to purchase, upon exercise of the Second Right, one one-hundredth of a
share of the Corporation's Series A Junior Participating Preferred Stock at a
price of $0.50. The rights will be exercisable if a person or group of persons
acquires or announces intention to acquire, without prior consent of the Board,
20% or more of the Company's common stock. The Second Rights will expire ten
years from the effective date of the Amended and Restated Agreement. The
Amended and Restated Agreement also clarified the effect of dividends,
contributions and consolidations of the Company's common stock on the Rights
initially issued under the Rights Agreement.
The Amended and Restated Rights Agreement is designed to ensure that all of the
Company's stockholders receive fair and equal treatment in the event of an
unsolicited attempt to take control of the Company, and to guard against partial
tender offers, open market accumulations and other tactics designed to gain
control of the Company without paying all shareholders a fair price. The Amended
and Restated Rights Agreement was not adopted in response to any specific
attempt to acquire control of the Company and the Board is not aware of any such
attempt.
A summary of the Amended and Restated Rights Agreement will be included in an
amendment to Form 8-A to be filed by the Company with the Securities and
Exchange Commission and will be mailed to all shareholders of the Corporation's
common stock. The rights distribution is not taxable to Electronic Clearing
House shareholders.
Electronic Clearing House, Inc. (xxx.xxxx-xxx.xxx) provides a complete solution
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to the payment processing needs of merchants, banks and collection agencies.
ECHO's services include debit and credit card processing, check guarantee, check
verification, check conversion, check re-presentment, check collection, and
inventory tracking.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: Any statements set forth above that are not historical facts are
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements. Potential risks and uncertainties include, but are not limited to,
such factors as fluctuations in demand for the Company's products and services,
the introduction of new products and services, the Company's ability to maintain
customer and strategic business relationships, technological advancements,
impact of competitive products and services and pricing, growth in targeted
markets, the adequacy of the Company's liquidity and financial strength to
support its growth, and other information detailed from time to time in the
Company's filings with the United States Securities and Exchange Commission.
Media Contact:
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Xxxxx Xxxxxx, Corporate Secretary Xxxxxxx Xxxxxxx, Partner
000-000-0000, ext. 3033 Coffin Communications Group
Electronic Clearing House, Inc., 000-000-0000
Agoura Hills, Calif. E-MAIL: xxxxxxx.xxxxxxx@xxxxxxxx.xxx
E-MAIL: xxxx@XXXX-xxx.xxx ----------------------------
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