SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT 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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(Name of Registrant as Specified In Its Charter)
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A DIALOGUE REGARDING
THE CONTINUATION OF THE TRIPLE-S MANAGEMENT'S
SPECIAL SHAREHOLDERS MEETING
March 25, 2003
Dear Shareholders:
On Sunday, February 23rd, work continued in the Triple-S Management's Special
Shareholders Meeting, in which 69.80% (6,517) of the voting shares issued and
outstanding were either present or represented. This second session of the
Special Shareholders Meeting had an excellent participation, as well as the
support of the Shareholders who attended.
As was stated in the Notice to Continue, the purpose of the Special Shareholders
Meeting is to consider the amendments to the Articles of Incorporation and the
By-laws which are necessary in order to establish the Proposal approved during
the April 29, 2001 Annual Shareholders Meeting. This Proposal is the best
alternative in dealing with two matters that are of utmost importance to the
Shareholders and the Corporation:
1. Be able to transfer the shares to the spouse or heirs even
when these are not physicians or dentists, and
2. Increase the shareholders base with more physicians and
dentists.
The first matter, since it involves a significant change that would permit
persons who are not physicians or dentists to be Triple-S Management
shareholders, needs to obtain an affirmative vote from at least 75% of shares
issued and outstanding according to the Articles of Incorporation.
For this reason, during the second session of the Special Shareholders Meeting,
98.4% (6,302 shares) of the shares present and represented voted in favor of
continuing the Special Shareholder's Meeting's work at a later date, in order to
obtain the maximum Shareholder participation and proceed to vote on these
important changes.
It is important that all Shareholders' shares are present or represented in the
Special Shareholders Meeting's Continuation, which is to be held soon. We
encourage you to invite all the Shareholders you know to participate in this
Continuation of the Special Shareholders Meeting. If you have not yet sent in
your proxy, you may send it by fax or mail to:
Office of the Secretary of the Board of Directors
Triple-S Management Corporation
PO Box 363628
San Juan, Puerto Rico 00936-3628
FAX:
(787) 749-4191 or (787) 706-4023
Attention:
Dr. Jesus R. Sanchez-Colon
Secretary of the Board
If you attend the Continuation of the Special Shareholders Meeting's work, and
register to vote, the proxy will automatically be revoked, and you therefore
will be able to vote your shares in person. If you have any question regarding
this matter, you may call us at (787) 749-4122.
We will soon inform you of the date and place where of the continuation of the
Special Shareholders Meeting will be held.
There is no doubt that a solid business requires committed shareholders that are
willing to participate actively in the Shareholders Meetings.
I am counting on you,
Signed
Fernando J. Ysern-Borras, MD
Chairman of the Board of Directors
YOUR PARTICIPATION IS ESSENTIAL IN CONTRIBUTING TO OUR STRENGTH. IT IS
IMPORTANT THAT ALL SHARES ARE PRESENT OR REPRESENTED; WE THEREFORE
ENCOURAGE YOU TO SEND IN YOUR PROXY, IF YOU HAVE NOT YET DONE SO.
YOUR PROXY WILL BE VOTED ACCORDING TO YOUR DIRECTIONS.
SCOPE AND EXPLANATION OF THE NEW SHARE STRUCTURE
The Proposal's objectives are:
- So that the Shareholders to be able to transfer their shares
to their spouse or heirs who are not physicians or dentists.
- Increase the shareholders base with more physicians and
dentists.
- Preserve the current Shareholder's economic interests if
dividends are declared in the future.
- Succeed in strengthening corporate functioning and
development.
Considerations to the Proposal include:
- Triple-S, Inc. continues operating as a non-profit
organization, and that
- Triple-S Management continues as an entity made up of
physicians and dentists.
Brief background of the Proposal:
- April 1999, the Shareholders Meeting requests a study on the
effects of the Reorganization and the need to amend the
By-laws due to the corporate changes.
- February 2001, the study regarding the Alternatives for
Triple-S Management's corporate development is presented.
- April 2001, the Proposal to increase the shareholders base and
allow a shareholder's spouse and heirs to become shareholders
is approved.
Our reality is:
- Less than 20% of the island's physicians are shareholders.
- A few dentists are shareholders.
- 6% of the shares issued is owned by shareholders who do not
live in Puerto Rico.
- 63% of the shares issued is owned by shareholders who do not
actively participate in Triple-S Management.
- Participation is limited during the Shareholders Meetings.
Measures which precede the establishment of the Proposal:
- Request and obtain administrative determinations from the
Puerto Rico Treasury Department to establish that Triple-S
Management may declare dividends, and regarding the new share
structure. The Department issued these determinations.
- Approve several amendments to the Articles of Incorporation
and the By-laws, which are to come into effect when a 75% vote
in favor is obtained in the Meeting's continuation.
SHARE CLASSES
CLASS A CLASS B CLASS C CLASS D
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Are these new shares? No Yes Yes Yes
What is their purpose? To identify the In order for the To increase the In order for the
current shares the shareholders to be shareholders base shareholders to be
shareholders already able to leave the with more physicians able to leave the
own. Class A shares to and dentists. Class C shares to
their spouse or their spouse or
heirs even when they heirs even when they
are not physicians are not physicians
or dentists. or dentists.
Can they receive Yes Yes Yes Yes
dividends?
What would the dividend The Board will The Board will 1/300 (a three 1/300 (a three
relation be? determine the rate determine the rate hundredth part of the hundredth part of
or amount when they or amount when they rate or amount the the rate or amount
are declared are declared Board declares for the Board declares
Class A) for Class B)
How much is the 12,500 shares 12,500 shares 50,000 shares 50,000 shares
authorized capital?
How many shares will be Class A shares will Class B Shares will It is impossible to No Class D Shares
sold? no longer be sold not be sold. determine the exact will be sold.
once Class C Shares amount of shares to
are available. be sold from the
authorized capital.
May a shareholder who No No Yes No
is a physician or
dentist purchase them?
May a physician or No No Yes No
dentist purchase them
even if they are not
shareholder?
May they be purchased No No No No
by someone who is not a
physician or dentist?
Can a physician or Yes Yes Yes Yes
dentist inherit them?
Can persons other than No Yes No Yes
physician or dentist
inherit them?
What amount of shares Maximum of 21, Maximum of 21, Maximum of 21, Maximum of 21,
can a shareholder own? taking all Class A, taking all Class A, taking all Class A, taking all Class A,
B, C and D Shares B, C and D Shares B, C and D Shares B, C, and D Shares
into account into account into account into account
Do they have voting Yes No Yes No
rights?
May they participate in Yes No Yes No
Shareholder's Meetings?
Do they count for Yes No Yes No
Quorum during
Shareholders Meetings?
May the Shareholder who Yes No Yes No
owns shares be a
director on the Board?
What is the par value $40 $40 $40 $40
of the shares?
In conclusion, the benefits of voting in favor of these resolutions are
to be able to transfer your shares to your loved ones, and to include
more physicians and dentists as shareholders.