APC files P150-M suit vs Ongpin

The APC Group Inc. (APC) has filed with the Securities and Exchange Commission (SEC) a P150-million derivative suit accusing former Trade Minister Roberto Ongpin, PhilWeb.Com and South Seas Natural Resources Inc. of having illegally appropriated for themselves corporate opportunities and business that properly belong to Philippine Global Communications Inc. (Philcom) and Philcom Interactive Systems Inc. (Philcom Interactive).

APC a company 49-percent owned by Belle Corp., from which Ongpin and his ally Jaime Gonzales were ousted from the board during its stockholders meeting last year, said the Ongpin group has acquired interests adverse to Philcom and Philcom Interactive.

Sources said that "it is easy to come to the conclusion" that Ongpin's group had been planning all along to steal Philcom's Internet business.

The sources said that during the acquisition of 80 percent of Philcom by APC, its financial adviser, AIA Capital Corp., which was controlled by Ongpin and Gonzales, told APC to entrust the remaining shares of Philcom to AIA and to businesswoman Vivien Yuchengco's MVY Holdings Inc. while initially keeping 40 percent first.

"Only 40 percent was in Philcom's name," pending APC's seeking approval by the National Telecommunications Commission (NTC) of a permit to own more than 40 percent of Philcom's telecommunications and Internet business. After getting NTC approval, APC then asked AIA and MVY Holdings to return the Philcom shares to APC.

MVY Holdings, however, interpleaded with the SEC to resolve the directorship of Belle Corp., first before turning over the Philcom shares.

While this was going on, the sources said that as early as June last year, Philcom Interactive developed a complete and integrated business plan geared toward taking advantage of the new technologies and advances in e-commerce and Internet-based ventures. The business plan intended to transform Philcom Interactive into a fully integrated company that will offer high-bandwidth connections for audio, video and date-intensive applications.

Unknown then to Philcom and Philcom Interactive, Ongpin, and key directors of Philcom, namely, Alex Villamar, Sonia Pamatmat, Almario Velasco and Rozanna Calingin (all were charged with breach of their fiduciary duties to Philcom and Philcom Interactive), took advantage of their high corporate positions and knowledge of Philcom Interactive's confidential business plan.

"In utter bad faith, and in wanton breach of their duties to both Philcom and Philcom Interactive, stealthily and craftily conceived, implemented and executed their own scheme of treachery and betrayal to appropriate to themselves Philcom Interactive's corporate opportunities and its very own business," APC said in its complaint to the SEC.

Ongpin also allegedly pirated other key personnel from Philcom and Philcom Interactive, established PhilWeb and launched an advertising campaign to pre-empt Philcom Interactive's Internet based business.

Ongpin, also chairman of PhilWeb.Com Inc., also used the business plan, the marketing plan and strategy and resources, assets of Philcom and Philcom Interactive.

The sources said that Ongpin controls Philcom in paper, since seven of the 10 board directors are aligned with him while only Gregorio Yu, president and CEO of Belle Corp., and Eric Recto, treasurer of Belle, are with the group of Ongpin's Belle nemesis, the Willy Ocier and Tan Guat faction.