SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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TRIPLE-S MANAGEMENT CORPORATION
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May 3, 2005
First "Dialogando" with the President" of Dr. Wilmer Rodriguez's presidency.
Dear stockholder:
Greetings from the Board of Directors of Triple-S Management Corp., and
me. On April 25, 2005 I was elected President by the Board of Directors of
Triple-S Management Corporation (the "Company") after six years of contributing
to this group's work.
In this "Dialogando" with the President" I wish to inform you the
results of the Seventh Meeting of Shareholders held on April 24, 2005. I take
this opportunity also to establish that the challenge of the Board I will direct
will be to support management to foster the growth of this company, a leader in
the insurance market, while we continue to exert ourselves to offer excellent
service to all the public we serve. We will be specially focused in addressing
the needs of our stockholders.
RESULTS OF THE GENERAL MEETING OF SHAREHOLDERS:
ELECTION OF NEW DIRECTOR. The stockholders elected Dr. Jose Hawayek
Alemany as a new member of the Board. Since 1976 Dr. Hawayek Alemany has been a
professor of the School of Medicine of the University of Puerto Rico. For ten
years he was a director of the Graduate Medical Education Office of the
University of Puerto Rico. Between 1998 and 2002 he was the Dean of Academic
Affairs of the School of Medicine of the University of Puerto Rico and he is the
president of Obstetrics-Gynecology section of the Medical Association of Puerto
Rico. We give a warm welcome to Dr. Hawayek Alemany.
Re-elected Directors: The following member-physicians were re-elected:
Dr. Arturo Cordova Lopez, Dr. Wilfredo Lopez Hernandez, and the undersigned. As
director representing the community Adamina Soto Martinez, CPA was re-elected.
On April 25, the Board of Directors was constituted for the year
2005-2006. The Board elected the following officers:
Dr. Wilmer Rodriguez Silva - President
Mr. Mario S. Belaval - Vice President
Dr. Jesus R. Sanchez Colon - Secretary
Mr. Miguel Nazario Franco - Assistant Secretary
Vicente Leon Irizarry, CPA - Treasurer
Adamina Soto Martinez, CPA - Assistant Treasurer
RESOLUTIONS:
Resolution Number 1: With a vote of 4,130 in favor, this resolution
will allow the Meeting of Shareholders to be held on the last Sunday of April of
each year or, by way of exception, on the closest date thereto determined by the
Board. This will only occur when, for some reason, the legal requirement
applicable to Triple-S Management, the Meeting of Shareholders cannot be held
the last Sunday of April. This Resolution amends Article 5-1 of the By-Laws of
Triple S Management. A total 4,555 shares voted of which 142 voted against and
103 abstained.
Resolution Number 2: This Resolution amends Article 9-1 of the
Company's By-Laws to harmonize its language with that of the Articles of
Incorporation as to the amount of common shares issued and outstanding with a
right to vote required to approve certain amendments to the By-Laws. A total of
4,655 shares voted of which 4,040 favored the resolution, 559 shares voted
against and 56 abstained.
Resolution Number 3 which needed the affirmative vote of two thirds of
the issued and outstanding shares and Resolutions 4 to 6, which needed the
affirmative vote of three-quarters of the issued and outstanding shares for
their approval, were not voted, since the number of shares necessary to consider
them were not present. The Meeting of Shareholders made the determination to
continue the Meeting on a date to be announced. The purpose is to obtain the
necessary participation consisting of the affirmative vote of 75% of the issued
and outstanding shares.
Some of you indicated that you wished to know exactly how many proxies
The Board of Directors counts with to date. The Corporation has received a total
of 4,023 proxies, which have not yet been voted, on the pending resolutions. To
arrive at the 75% support of these resolutions, a minimum of 6,678 shares voting
in favor would have to be obtained.
For ease of reference, below I summarize each of the resolutions
pending consideration:
Resolution Number 3: Allows that one or more of the common shares may
be transferred during the stockholder's lifetime or upon his/her death to any
physician or dentist, when there is, or there has been, no type of payment,
service, obligation, or any other consideration and the transferee physician or
dentist complies with the 21 share limit.
Resolution Number 4: This resolution proposes an amendment to the
Articles of Incorporation. It suggests the establishment of two types of common
shares, one class
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with the right to vote, which will only be permitted to be held by physicians
and dentists, and another class without the right to vote. The first class will
be exchanged for an equal amount of shares without the right to vote when the
stockholder upon his/her death assigns them to a heir or spouse who is not a
physician or dentist. The common non-voting shares may be once again exchanged
for voting shares when transferred to a doctor or dentist pursuant to the
Articles of Incorporation of Triple-S Management.
Resolution Number 5: Is the same as the preceding one, except that a
separate resolution has to be prepared to amend the By-Laws.
Resolution Number 6: Dr. Leslie Lopez, stockholder of Triple-S
Management, presented this resolution the purpose of which is to reduce the
number of common shares required to approve amendments to the Articles of
Incorporation and the By-Laws of the Company. He proposes that it be reduced
from three-fourths of the shares issued and outstanding to two-thirds.
Because of the required number of votes to obtain a definitive vote for
resolutions three to six, several of you offered to assist the Board of
Directors in soliciting proxies, in order to obtain their approval. For anyone
interested in obtaining a definitive vote for resolutions three to six, the
stockholders' lists will be at your disposal in the Office of Stockholder
Affairs. Likewise, we can provide access to the Company's telephone lines to
facilitate your support.
I would like to emphasize that the Board has a profound interest in
promptly resolving the matter of the stock transfer, especially for those
stockholders who have no children who are physicians or dentists who may inherit
their shares as presently required by the Company's By-Laws. We know that these
resolutions do not address all the claims expressed by you in the Meeting of
Shareholders, but they represent a first step which does not affect anyone and
that, on the contrary, puts an end to the stock redemption. Once your interest
in your shares is preserved in the persons that you designate as transferees, I
assure you that we will address the other pending matters.
For those of you who have not yet exercised your right to vote, I
enclose the proxy form with a pre-addressed envelope so that you may mail it and
thus make your vote count.
I wish to reiterate that as President of this Board of Directors, the
door of my office, as well as that of the Office of Stockholder Services and
Relations, will always be open to you, so that you may express your ideas and
suggestions throughout the year. In so doing, together we will construct a more
dynamic, efficient, thriving enterprise with a more proactive Board to address
the interests of, you, our stockholders.
Yours truly,
/s Wilmer Rodriguez Silva, MD
Wilmer Rodriguez Silva, MD
President
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