SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2002
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Triple-S Management Corporation
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(Exact name of registrant as specified in this charter)
Puerto Rico 000-49762 66-0555678
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(State or other jurisdiction of (Commission File No.) (IRS Employer
incorporation) Identification No.)
1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (787) 749-4949
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ITEM 5. OTHER EVENTS
On April 28, 2002, Triple-S Management Corporation (the "Corporation")
held its 2002 Annual Meeting of Shareholders (the "Meeting") where new members
of the Corporation's Board of Directors were elected. The candidates for
election at the meeting were Dr. Wilmer Rodriguez Silva, Dr. Arturo Cordova
Lopez, Dr. Wilfredo Lopez Hernandez, Dr. Manuel A. Marcial Seoane and Ms.
Adamina Soto Martinez, CPA. All candidates were elected. In addition, the Board
of Directors appointed as of May 1, 2002 Mr. Ramon Ruiz Comas, CPA, President
and CEO of the Corporation to fill the vacancy left by Mr. Miguel Vazquez
Deynes, the former President and CEO of the Corporation who retired on April 30,
2002. As a result of these events, as of May 1, 2002 the members of the Board of
Directors were as follows:
Dr. Fernando J. Ysern Borras
Dr. Wilmer Rodriguez Silva
Dr. Jesus R. Sanchez Colon
Dr. Arturo Cordova Lopez
Dr. Fernando L. Longo
Dr. Wilfredo Lopez Hernandez
Dr. Valeriano Alicea Cruz
Dr. Porfirio E. Diaz Torres
Dr. Manuel A. Marcial Seoane
Mr. Ramon Ruiz Comas, CPA
Mr. Vicente J. Leon Irizarry, CPA
Mr. Jose Arturo Alvarez Gallardo
Mr. Jose Davison Lampon, Esq.
Mr. Juan Jose Leon Soto, Esq.
Mr. Mario S. Belaval
Mr. Hector Ledesma
Ms. Sonia Gomez de Torres, CPA
Mr. Manuel Suarez Mendez, P.E.
Ms. Adamina Soto Martinez, CPA
On April 29, 2002 the Board of Directors of the Corporation held a
meeting where it appointed new officers of the Board of Directors. The new
appointments, which were effective immediately, are as follows:
NAME: OFFICE:
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Dr. Fernando J. Ysern Borras Chairman of the Board
Dr. Wilmer Rodriguez Silva Vice-Chairman of the Board
Dr. Jesus R. Sanchez Colon Secretary
Dr. Arturo Cordova Lopez Assistant Secretary
Mr. Vicente J. Leon Irizarry, CPA Treasurer
Ms. Sonia Gomez de Torres, CPA Assistant Treasurer
The Board of Directors of Triple-S, Inc. ("TSI") also appointed as of
May 1, 2002 Ms. Socorro Rivas, CPA as director and President of TSI filling the
vacancy left by Mr. Miguel Vazquez Deynes who retired from TSI on April 30,
2002.
At the Meeting the shareholders of the Corporation also approved two
amendments to the Corporation's By-Laws that were presented by the Board of
Directors for their approval. The first amendment approved was in connection
with Section C of Article 8-11 of the Corporation's By-Laws expanding the duties
of the Audit Committee and allowing the Chairman of the Finance Committee to
serve as a member of the Audit Committee. Attached hereto as Exhibit 99.1 is a
complete and accurate translation of how Section C of Article 8-11 of the
Corporation's By-Laws read after the amendment. The
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other amendment approved was in connection with Section F of Article 8-11 of the
Corporation's By-Laws clarifying that the President of the Corporation shall not
be a member of the Audit Committee. Attached hereto as Exhibit 99.2 is a
complete and accurate translation of how Section F of Article 8-11 of the
Corporation's By-Laws read after the amendment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA, FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
99.1 Section C of Article 8-11 of the
Corporation's By-Laws
99.2 Section F of Article 8-11 of the
Corporation's By-Laws
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRIPLE-S MANAGEMENT CORPORATION
By: /s/ Ramon Ruiz Comas
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Ramon Ruiz Comas
President & CEO
Date: May 3, 2002
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