An Open Letter



to the

Chairman of the Securities and Exchange Commission



and the

Shareholders of ZOMER DEVELOPMENT COMPANY, INC.

 

 

Chairman Francis E. Lim

Securities and Exchange Commission (SEC) of the Philippines

7907 Makati Avenue, Bel-Air, Makati, Metro Manila, Philippines

 

 

The information below should be sufficient to open an SEC investigation of ZOMER DEVELOPMENT COMPANY, INC. (SEC Registration Number 0000046917)

 

 

Concerned shareholders are encouraged to send the linked demand letter below to:

 

ZOMER DEVELOPMENT COMPANY, INC.

Don Mariano Cui Street, Fuente Osmeña

Cebu City

 

 

Issues of Concern

•       Unauthorized transfer of ZOMER DEVELOPMENT COMPANY, INC. ("Zomer") shares to Directors and Officers

•       Authorized Capital Stock figures are suspect: Audited Financial Statements do not match General Information Sheet

•       The GIS of Zomer does not accurately reflect the current shareholdings.

•       Declared property and cash dividends in Audited Financial Statements do not appear in GIS

 

Incumbent Directors and Officers

 

#

NAME

DIRECTOR

OFFICER

1

Elbert M. Zosa

Chairman

President

2

Lorna Z. David

Member

Vice President

3

Ma. Teresa C. Zosa Tan

Member

Treasurer

4

Melanie Marie Asuncion C. Zosa

Member

Corporate Secretary

5

Manuel M. Zosa Jr.

Member

N/A

6

Evelyn Z. Hosking

Member

N/A

7

VACANT

Member

N/A

 

 

Background

 

Spouses MANUEL A. ZOSA and AMPARO M. ZOSA ("Spouses Zosa") had eleven (11) children namely: Francis M. Zosa, Angelo N. Zosa, Lorna Z. David, Sonia Z. Bowler, Rolando M. Zosa, Elbert M. Zosa, Nora Z. Naya, Jocelyn Z. Forde, Evelyn Z. Hosking, Manuel M. Zosa Jr., and Maria Lourdes Z. Davis (collectively the "Heirs").

 

Eventually, on 06 March 1975 and 22 August 2000, Manuel and Amparo passed, leaving their properties and assets for the Heirs to distribute amongst themselves. In addition to various real properties, Spouses Zosa left behind the family corporation, ZOMER DEVELOPMENT COMPANY, INC. ("Zomer"), which was incorporated on 13 March 1972 and is primarily engaged in the real estate business and general mercantile and commercial business involving agricultural, industrial, and mechanical implements, machinery and appliances and parts of every kind and description. The entity was intended to be owned and operated by the Spouses Zosa together with the Heirs as they were all registered as incorporators and initial subscribers of Zomer.

 

Following the passing of the Spouses Zosa, the intended outcome of the deceased was not achieved as only some of the Heirs remained part of Zomer as directors, officers, and shareholders. This was contrary to the wishes of the Spouses Zosa as documented in the Last Will and Testament (Will) of Amparo which she executed during her visit in Cebu. In said Will, it was evident that it was the objective and purpose of Amparo to distribute all her properties, whether real or personal, equally among the Heirs.

 

 

Attachments

 

Last Will and Testament of Amparo M. Zosa




Zomer 2024 GIS




Zomer 2023 AFS




Demand Letter for Shareholders




Original Articles of Incorporation

 

 

Shareholdings of Zomer

The list of Stockholder's of Record as of 31 October 2006, provided eleven (11) shareholders which are the Heirs of Spouses Zosa.

 

However, the shareholders stated in the 2024 GIS are significantly different from the shareholders as of 31 October 2006.

 

Under prevailing regulations of the BIR, the Corporate Secretary may record the transfer of shares in the corporate books only upon presentation by the transferee of a duly issued Certificate Authorizing Registration (CAR) from the BIR. The CAR is obtained after payment of the applicable taxes on the transfer. Absent such compliance, the validity of the share transfer may be subject to legal challenge by the affected shareholders, and the Corporate Secretary may be held personally liable for recording or effecting a transfer without the requisite CAR.

 

Shareholdings based on 2024 GIS

 

#

Shareholder

Shares

% Reported

% Corrected

1

Elbert M. Zosa

1224

8.76%

10.00%

2

Lorna Z. David

1224

8.76%

10.00%

3

Ma. Teresa C. Zosa Tan

204

1.46%

1.67%

4

Melanie Marie Asuncion C. Zosa

204

1.46%

1.67%

5

Rolando M. Zosa

1224

8.76%

10.00%

6

Manuel M. Zosa Jr.

153

1.09%

1.25%

7

Ma. Lourdes Z. Davis

1224

8.76%

10.00%

8

Jocelyn Z. Forde

1224

8.76%

10.00%

9

Evelyn Z. Hosking

1224

8.76%

10.00%

10

Sonia Z. Bowler

1224

8.76%

10.00%

11

Francis C. Zosa Jr.

204

1.46%

1.67%

12

Ma. Triccia C. Zosa-Anton

204

1.46%

1.67%

13

James Philip Cesar C. Zosa

204

1.46%

1.67%

14

Ma. Tsarina C. Zosa-Tan

204

1.46%

1.67%

15

Lyndon Z. Naya

1224

8.76%

10.00%

16

Ma. Theresa F. Zosa

306

2.19%

2.50%

17

Mari Faith F. Zosa

306

2.19%

2.50%

18

Mary Therese Francesa F.
Zosa

306

2.19%

2.50%

19

Manuel Eufracio F. Zosa

153

1.09%

1.25%

 Total

12240

87.59%

100.00%

 

 

 

Shareholdings respecting the Last Will and Testament of Amparo M. Zosa

 

#

Shareholder

Shares

%

1

Francis M. Zosa (Deceased)

0

0.00%

1.1

Francis Manuel C. Zosa (Deceased)

0

0.00%

1.1.1

Maria Amparo Isabel S. Zosa

46

0.38%

1.1.2

Maria Beatriz S. Zosa

46

0.38%

1.1.3

Maria Ella Rosario S. Zosa

46

0.38%

1.1.4

Maria Francesca Sofia S. Zosa

46

0.38%

1.2

Maria Teresa C. Zosa Tan

185

1.52%

1.3

Maria Triccia Carminia Zosa Anton

185

1.52%

1.4

Melanie Marie A.C. Zosa Tan

185

1.52%

1.5

James Philip Cesar C. Zosa

185

1.52%

1.6

Ma. Tsaria Zosa Tan

185

1.52%

2

Angelo N. Zosa (Deceased)

0

0.00%

2.1

Michael Angelo Zosa

278

2.27%

2.2

Jennifer Anne Zosa

278

2.27%

2.3

Christopher Francis Zosa

278

2.27%

2.4

Kathryn Marie Zosa

278

2.27%

3

Lorna Z. David

1113

9.09%

4

Sonia Z. Bowler

1113

9.09%

5

Nora M. Zosa (Deceased)

0

0.00%

5.1

Lyndon Z. Naya

1113

9.09%

6

Rolando M. Zosa

111

0.91%

6.1

Marie Denyse Z. Gaston

250

2.05%

6.2

Vincent Y. Zosa

250

2.05%

6.3

Joanna Z. Akiyama

250

2.04%

6.4

Nicole Z. Ang

250

2.04%

7

Elbert M. Zosa

1113

9.09%

8

Evelyn N. Zosa

1113

9.09%

9

Jocelyn M. Zosa

1113

9.09%

10

Manuel M. Zosa Jr.

31

0.26%

10.1

Manuel Eufronio Fortuno Zosa III

180

1.47%

10.2

Mari Faith Fortuno

360

2.94%

10.3

Mary Therese Francesa F. Zosa

360

2.94%

10.5

Ma. Theresa F. Zosa

180

1.47%

11

Maria Lourdes M. Zosa

1113

9.09%

 

TOTAL

12240

100.00%

 

 

Increase in Authorized Capital Stock

Based on the corporate records of Zomer, the Securities and Exchange Commission (SEC) approved the amendment of the Articles of Incorporation, particularly the increase of Authorized Capital Stock (ACS) under Article VII. The ACS was increased from Two Million Pesos (PhP2,000,000.00) to Ten Million Pesos (PhP10,000,000.00). We were, however, unable to examine the Certificate of Approval of Increase in Authorized Capital Stock issued by the SEC.

 

It is noteworthy that the increase in the ACS was reflected in the 2023 Audited Financial Statements of Zomer wherein the ACS is stated at PhP10,000,000.00, with unissued capital of PhP6,603,700.00 and subscribed and paid-up capital of PhP3,396,300. Said figures are inconsistent with the General Information Sheet (GIS), which reflects only PhP2,000,000.00 as ACS and PhP1,224,000.00 as subscribed and paid-up capital.

 

 

2024 General Information Sheet

The GIS of Zomer does not accurately reflect the current shareholdings. Upon review, the figures stated in the GIS are inconsistent with those reflected in the Audited Financial Statements and SEC approved amended AOI, particularly in relation to the authorized, subscribed, paid-up capital and percentage of ownership. Thus, the GIS must be corrected to accurately depict Zomer's current actual equity structure.

 

 

Audited Financial Statements

Note 11 of the 2023 Audited Financial Statements of Zomer disclosed that property and cash dividends have been declared to the shareholders of Zomer in 2018 and 2020 as follows:

 

 

2018

2020

Stock Dividends

6,600,000.00

7,000,000.00

Cash Dividends

3,000,000.00

3,000,000.00

Total

9,600,000.00

10,000,000.00

 

Although stock dividends amounting to PhP13,600,000.00 were declared, this declaration is not reflected in either the GIS or the 2023 Statements of Financial Position of Zomer. With respect to the cash dividends, it is presumed that these were distributed to the shareholders, as there is no "Dividends Payable" account indicated in Zomer's financial statements.

 

In view of the clear intent of the Spouses Zosa that the Heirs should hold equal interests in Zomer, it necessarily follows that all Heirs should likewise receive their proportionate share in any dividends declared. Accordingly, the current shareholders have the obligation to account for any dividends they may have received, particularly if some of the Heirs were not able to receive their proportionate share in the dividends.

 

 

Contact Information

 

investigate_ZOMER@zosa.com