sc13g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
TRIPLE-S MANAGEMENT CORPORATION
(Name of Issuer)
Class B common Stock, par value $1.00 per share
(Title of Class of Securities)
896749108
December 6, 2007
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
TABLE OF CONTENTS
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CUSIP No.: |
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896749108 |
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Schedule 13G |
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GREENLIGHT CAPITAL, L.L.C. 13-3886851 |
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a. o |
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b. o |
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3 |
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SEC Use Only |
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4 |
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Citizenship or Place of Organization |
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DELAWARE |
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5 |
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Sole Voting Power |
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Number of |
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517,200 |
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Shares |
6 |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
7 |
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Sole Dispositive Power |
Reporting |
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Person |
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517,200 |
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With |
8 |
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Shared Dispositive Power |
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0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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517,200 |
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10 |
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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o |
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11 |
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Percent of Class Represented By Amount in Row (9) |
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3.2%* |
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12 |
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Type of Reporting Person (See Instructions) |
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OO |
* See Item 4(b)
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CUSIP No.: |
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896749108 |
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Schedule 13G |
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GREENLIGHT CAPITAL, INC. 13-3871632 |
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2 |
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a. o |
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b. o |
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3 |
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SEC Use Only |
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4 |
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Citizenship or Place of Organization |
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DELAWARE |
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5 |
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Sole Voting Power |
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Number of |
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577,300 |
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Shares |
6 |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
7 |
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Sole Dispositive Power |
Reporting |
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Person |
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577,300 |
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With |
8 |
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Shared Dispositive Power |
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0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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577,300 |
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10 |
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11 |
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Percent of Class Represented By Amount in Row (9) |
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3.6%* |
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12 |
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Type of Reporting Person (See Instructions) |
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CO |
* See Item 4(b)
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CUSIP No.: |
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896749108 |
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Schedule 13G |
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DME ADVISORS, L.P. 20-1365209 |
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2 |
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a. o |
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b. o |
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3 |
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SEC Use Only |
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4 |
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Citizenship or Place of Organization |
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DELAWARE |
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5 |
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Sole Voting Power |
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Number of |
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155,500 |
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Shares |
6 |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
7 |
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Sole Dispositive Power |
Reporting |
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Person |
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155,500 |
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With |
8 |
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Shared Dispositive Power |
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0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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155,500 |
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10 |
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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o |
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11 |
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Percent of Class Represented By Amount in Row (9) |
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1.0%* |
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12 |
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Type of Reporting Person (See Instructions) |
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PN |
* See Item 4(b)
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CUSIP
No.: |
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896749108 |
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Schedule 13G |
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DME ADVISORS GP, L.L.C. |
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2 |
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a. o |
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b. o |
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3 |
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SEC Use Only |
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4 |
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Citizenship or Place of Organization |
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DELAWARE |
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5 |
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Sole Voting Power |
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Number of |
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155,500 |
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Shares |
6 |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
7 |
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Sole Dispositive Power |
Reporting |
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Person |
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155,500 |
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With |
8 |
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Shared Dispositive Power |
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0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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155,500 |
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10 |
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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o |
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11 |
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Percent of Class Represented By Amount in Row (9) |
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1.0%* |
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12 |
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Type of Reporting Person (See Instructions) |
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OO |
* See Item 4(b)
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CUSIP No.: |
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896749108 |
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Schedule 13G |
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1 |
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Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
DAVID EINHORN |
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2 |
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a. o |
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b. o |
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3 |
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SEC Use Only |
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4 |
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Citizenship or Place of Organization |
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UNITED STATES |
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5 |
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Sole Voting Power |
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Number of |
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1,250,000 |
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Shares |
6 |
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Shared Voting Power |
Beneficially |
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Owned By |
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0 |
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Each |
7 |
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Sole Dispositive Power |
Reporting |
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Person |
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1,250,000 |
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With |
8 |
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Shared Dispositive Power |
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0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person |
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1,250,000 |
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10 |
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Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11 |
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Percent of Class Represented By Amount in Row (9) |
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7.8%* |
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12 |
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Type of Reporting Person (See Instructions) |
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IN |
* See Item 4(b)
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CUSIP No.: 896749108
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Schedule 13G |
Item 1(a) Name of Issuer:
Triple-S Management Corporation (the Issuer)
Item 1(b) Address of the Issuers Principal Executive Offices:
1441
F.D. Roosevelt Avenue
San Juan, Puerto Rico 00920
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following persons (collectively, the
Reporting Persons):
i) Greenlight Capital, L.L.C. (Greenlight LLC);
ii) Greenlight Capital, Inc. (Greenlight Inc);
iii) DME Advisors, L.P. (Advisors);
iv) DME Advisors GP, L.L.C. (DME GP and together with Greenlight LLC, Greenlight Inc and
Advisors, Greenlight); and
v) Mr. David Einhorn (Mr. Einhorn).
This statement relates to Class B Shares (as defined herein) held for the account of (i)
Greenlight Capital, L.P. (Greenlight Fund), (ii) Greenlight Capital Qualified, L.P. (Greenlight
Qualified), (iii) Greenlight Capital Offshore, Ltd. (Greenlight Offshore), and (iv) the managed
account for which Advisors acts as investment manager.
Greenlight LLC is the general partner of Greenlight Fund and Greenlight Qualified. Greenlight
Inc acts as the investment advisor for Greenlight Offshore. Advisors serves as investment manager
to a managed account. DME GP serves as the general partner of Advisors. Mr. Einhorn is the
principal of Greenlight.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The principal business office of each of the Reporting Persons is 140 East 45th Street, 24th
Floor, New York, New York 10017.
Item 2(c) Citizenship:
i) Greenlight LLC is a Delaware limited liability company;
ii) Greenlight Inc is a Delaware corporation;
iii) Advisors is a Delaware limited partnership;
iv) DME GP is a Delaware limited liability company; and
v) Mr. Einhorn is a United States citizen.
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CUSIP No.: 896749108
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Schedule 13G |
Item 2(d) Title of Class of Securities:
Class B common Stock, par value $1.00 per share (the Class B Shares).
Item 2(e) CUSIP Number:
896749108
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of the date of this filing, each of the Reporting Persons may be deemed to be the
beneficial owner of the following number of Class B Shares:
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Greenlight LLC may be deemed the beneficial owner of 517,200
Class B Shares held for the account of Greenlight Fund and Greenlight
Qualified. |
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ii) |
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Greenlight Inc may be deemed the beneficial owner of 577,300
Class B Shares held for the account of Greenlight Offshore. |
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iii) |
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Advisors may be deemed the beneficial owner of 155,500 Class B
Shares held for the account of the managed account for which Advisors acts as
investment manager. |
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DME GP may be deemed the beneficial owner of 155,500 Class B
Shares held for the account of the managed account for which Advisors acts as
investment manager. |
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Mr. Einhorn may be deemed the beneficial owner of 1,250,000
Class B Shares. This number consists of: (A) 517,200 Class B Shares held for
the account of Greenlight Fund, and Greenlight Qualified, (B) 577,300 Class B
Shares held for the account of Greenlight Offshore, and (C) 155,500 Class B
Shares held for the account of the managed account for which Advisors acts as
investment manager. |
The filing of this Schedule 13G shall not be construed as an admission that any of the
Reporting Persons is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of
1934, the beneficial owner of any of the Class B Shares owned by Greenlight Fund, Greenlight
Qualified, Greenlight Offshore or any managed account managed by Advisors. Pursuant to Rule 13d-4,
each of the Reporting Persons disclaims all such beneficial ownership.
Item 4 (b) Percent of Class:
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is
hereby incorporated by reference into this Item 4(b) for each such Reporting Person. The
denominator for determining the percentage of Class B Shares held by each of the Reporting Persons
was
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CUSIP No.: 896749108
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Schedule 13G |
16,100,000, which is the number of Class B Shares outstanding as of December 6, 2007, after
giving effect to the full exercise of the underwriters over-allotment option described in the
Issuers registration statement on Form S-1/A filed on November 16, 2007 with the Securities and
Exchange Commission (the Registration Statement), according to the Registration Statement.
The
outstanding Class B Shares represent approximately 50.1% of the
Issuers share capital. The
Issuer also has 16,042,809 previously issued and outstanding shares of Class A common stock, par
value $1.00 per share (Class A Shares and together with Class B Shares, Common Shares), which
represents approximately 49.9% of its share capital. Class A Shares are not registered under
the Securities Exchange Act of 1934, as amended, nor are they listed on any national exchange.
Except for a conversion provision applicable to the Class A Shares and the anti-dilution rights of
the holders of Class B Shares (each of which are more fully described in the Registration
Statement), the rights of Class A Shares are identical to the rights of Class B Shares. The
Reporting Persons do not beneficially own any of the Class A
Shares. However, if Class A Shares
and Class B Shares were to be treated as a single class, the Reporting Persons, in the aggregate,
may be deemed to beneficially own only 3.9% of the Issuers Common Shares.
Item 4 (c) Number of shares as to which each such person has voting and dispositive power:
The information set forth in Rows 5 through 11 of the cover page for each Reporting Person is
hereby incorporated by reference into this Item 4(c) for each such Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below, each of the Reporting Persons certifies that, to the best of his or its
knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the Issuer of the
securities and were not
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CUSIP No.: 896749108
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Schedule 13G |
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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CUSIP No.: 896749108
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Schedule 13G |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
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Date: December 17, 2007 |
GREENLIGHT CAPITAL, L.L.C.
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By: |
/s/ DANIEL ROITMAN
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Name: |
Daniel Roitman |
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Title: |
Chief Operating Officer |
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GREENLIGHT CAPITAL, INC.
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By: |
/s/ DANIEL ROITMAN
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Name: |
Daniel Roitman |
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Title: |
Chief Operating Officer |
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DME ADVISORS, L.P. |
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By: |
DME Advisors GP, L.L.C., |
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its general partner |
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By:
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/s/ DANIEL ROITMAN |
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Name: Daniel Roitman |
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Title: Chief Operating Officer |
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DME ADVISORS GP, L.L.C., |
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By:
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/s/ DANIEL ROITMAN |
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Name:
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Daniel Roitman |
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Title:
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Chief Operating Officer |
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/s/ DANIEL ROITMAN |
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Daniel Roitman, on behalf of David Einhorn |
The Power of Attorney, executed by David Einhorn authorizing Harry Brandler and Daniel Roitman
to sign and file this Schedule 13G on David Einhorns behalf, which was filed with the Schedule 13G
filed with the Securities and Exchange Commission on July 18, 2005, by the Reporting Persons with
respect to the Ordinary Shares of Flamel Technologies S.A. is hereby incorporated by reference.
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CUSIP No.: 896749108
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Schedule 13G |
EXHIBIT INDEX
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A.
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Joint Filing Agreement by and among Greenlight Capital, L.L.C, Greenlight Capital, Inc., DME
Advisors, L.P., DME Advisors GP, L.L.C., and Mr. David Einhorn. |