Danding’s Bulletin shares are FM’s — SC

Former ambassador Eduardo "Danding" Cojuangco Jr.’s shares in the Manila Bulletin Publishing Corp., and those of two other associates of former President Ferdinand Marcos are ill-gotten wealth that belong to the government, the Supreme Court ruled yesterday.

However, the High Tribunal rejected the government’s petition to declare as ill gotten and forfeit in its favor the 154 blocks of shares in the name of the US Automotive Co. Inc., which is controlled by Emilio Yap, Manila Bulletin chairman of the board.

Meanwhile, Bulletin stockholders welcomed the Supreme Court ruling yesterday.

"This settles the ownership issues" over the Bulletin shares, the paper’s editor-in-chief Crispulo Icban Jr., speaking in behalf of the firm’s management, said.

Affirming the Sandiganbayan’s March 14, 2002 ruling, the Supreme Court said the 46,626 shares in the Manila Bulletin under Cojuangco’s name are the ill-gotten wealth of Marcos and his wife, former first lady Imelda Romualdez-Marcos.

In a 53-page en banc decision written by Associate Justice Dante Tinga, the SC also declared as ill-gotten Marcos wealth to be forfeited in favor of the government an additional 198,052.5 Manila Bulletin shares — comprising 90,866.5 shares under the name of Jose Campos, 90,877 to Cojuangco, and 16,309 in the name of Cesar Zalamea.

The anti-graft court also ordered the Presidential Commission on Good Government (PCGG) to execute, in accordance with its agreement with Manila Bulletin Publishing Corp. on June 9, 1998, the necessary documents to effect the transfer of ownership over these shares to the Bulletin.

"We are not inclined to disturb the Sandiganbayan’s evaluation of the weight and sufficiency of the evidence presented by the Republic and its finding that the evidence adduced by the Estate of (Hans) Menzi and HMHMI (HM Holdings and Management, Inc.) do not prove their allegation that Campos, Cojuangco and Zalamea are Menzi’s nominees, taking into account the express admission of Campos that he owned the shares upon Marcos’ instruction, the declaration of Zalamea that he does not claim true and beneficial ownership of the shares, and the absolute dearth of evidence regarding Cojuangco’s assertion that he is Menzi’s nominee," read the High Tribunal’s decision.

Court records show Cojuangco’s 46,626 shares and the 198,052.5 Bulletin shares that include those under the names of Campos, Cojuangco and Zalamea were transferred to HM Holdings and Management Inc. on Aug. 17, 1983. HMHMI sold these shares to the Bulletin Publishing Corp. on Feb. 21, 1986.

In the same decision, the Supreme Court ruled that the 154,472 shares of stock or the 154 blocks sold by former Bulletin chairman Hans Menzi to the US Automotive Co., Inc. in 1985 do not form part of the ill-gotten Marcos wealth.

"It is also significant that even Mariano B. Quimson’s affidavit does not state, in a categorical manner, that Emilio Yap was a Marcos dummy used by the latter to conceal his Bulletin shareholdings," read the high court’s decision.

"In contrast, Quimson unqualifiedly declared that Campos, Cojuangco and Zalamea were the former dictator’s nominees to Bulletin.

"We therefore agree with the Sandiganbayan that the sale of the 154 block (of shares) to US automotive was valid and legal."

The 154 block totaling 154,472 shares sold by Menzi and lawyer Manuel Montecillo to US Automotive on May 15, 1985 for P24,969,200.09 must be treated separately," the High Tribunal said.

In his petition, Cojuangco questioned before the Supreme Court the Sandiganbayan’s March 14, 2002 ruling that declared his 46,626 and 198,052.5 Bulletin shares as Marcos ill-gotten wealth forfeited in favor of the government.

On the other hand, the Menzi estate said the Sandiganbayan committed grave error and misinterpretation of facts and evidence when it declared that Cojuangco’s 46,626 Bulletin shares and

198,052.5 shares (or the 198 block) under the names of Campos, Cojuangco and Zalamea are ill-gotten wealth of the Marcos couple.

The Bulletin shares are composed of three blocks, which include the 154,472 shares known also as the 154 block sold by Menzi to the US Automotive on May 15, 1985 for P24,969,200.09; the 198,052.50 (or the 198 block) issued and registered in the names of Campos,

Cojuangco and Zalamea that were transferred to HM Holdings and Management, Inc., (through lawyer Montecillo) to Manila Bulletin on Feb. 21, 1986 for P23,675,195.85; and the 214,424.5 shares (214 block) issued and registered in the names of Campos, Cojuangco and Zalamea.

The 214,424.5 shares issued and registered under the names of Campos, Cojuangco and Zalamea were the subject of the Supreme Court’s unanimous resolution through Chief Justice Claudio Teehankee in the case of Bulletin v. PCGG dated April 15, 1988, and in the Sandiganbayan resolutions dated Jan. 2, 1995 and April 25, 1996.

The anti-graft court also ordered the estate of Hans Menzi, through its executor Montecillo, to surrender for cancellation the original eight Bulletin certificates of stock in its possession, which were presented in court as exhibits forming part of the 212,424.5 Bulletin shares subject of the resolution of the Supreme Court dated April 15, 1988.

Court records showed that in 1957, Menzi purchased the entire interests of American founder Carson Taylor.

In 1961, Yap, owner of US Automotive, purchased the Bulletin shares from Menzi, and became one of the corporation’s major stockholders.

On April 2, 1968, a stock option was executed by and between Menzi and Menzi and Co., on the one hand, and Yap and US Automotive, on the other, whereby the parties gave each other preferential right to buy the other’s Bulletin shares.

On April 22, 1968, Bulletin stockholders approved certain amendments to their articles of incorporation, consisting of some restrictions on the transfer of Bulletin shares to non-stockholders.

The amendments were approved by the board of directors and by the Securities and Exchange Commission.

On June 5, 1984, lawyer Amorsolo Mendoza, US Automotive vice president, executed a promissory note with his personal guarantee in favor of Menzi, promising to pay the latter the sum of P21,304,921.16 with interest at 18 percent per annum as consideration for Menzi’s sale of his 154 block on or before Dec. 31, 1984.

One day after Menzi’s death on June 27, 1984, a petition for the probate of his last will and testament was filed in the regional trial court of Manila, Branch 29, by his named executor Montecillo.

On Jan. 10, 1985, Montecillo filed a motion asking for the confirmation of the sale to US Automotive of Menzi’s 154 block, and the sale was confirmed by the probate court in its order dated Feb. 1, 1985.