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UNITED STATES 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): DECEMBER 20, 2005
TRIPLE-S MANAGEMENT
CORPORATION
(Exact Name of Registrant as Specified in Charter)
Puerto Rico 000-49762 66-0555678
(State or Other Jurisdiction of (Commission File Number) IRS Employer
Incorporation) Identification No.)
( Registrant's telephone number, including area code: 787-749-4949
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 15, 2005, Triple-S Management Corporation (the "Corporation") and
Great American Financial Resources, Inc. ("GAFRI") announced that they had
entered into a definitive Stock Purchase Agreement (the "Agreement") under which
the Corporation will acquire 100% of the issued and outstanding shares of common
stock of Great American Life Assurance Company of Puerto Rico, Inc. ("GALAC")
for $37.5 million. The transaction, which was unanimously approved by the boards
of directors of both companies, is subject to approval of the Commissioner of
Insurance of the Commonwealth of Puerto Rico.
On the same date as the aforementioned transaction, Seguros de Vida Triple-S,
Inc. ("SVTS"), a subsidiary of the Corporation, entered into a Coinsurance Funds
Withheld Agreement with GALAC. See Item 8.01.
A copy of the press release announcing the execution of the Agreement is
attached as exhibit hereto.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A Registrant.
On December 15, 2005, the Corporation entered into a Note Purchase Agreement,
subject to customary closing conditions, to issue and sell $60 million of its
6.60% Senior Unsecured Notes due December 2020 (the "Notes") in a private
placement to various institutional investors. The transaction is expected to
close on December 21, 2005.
Pursuant to the Note Purchase Agreement, the Corporation will pay interest on
the outstanding balance of the Notes at the rate of 6.60% per annum from the
date of the issuance of the Notes, payable monthly commencing on January 1,
2006, until such principal shall have become due payable. In the event that the
Corporation's risk-based capital ratio is less than 375% during a period of at
least one year, the interest rate payable on the Notes on any interest payment
date after the expiration of such year shall increase to 6.75% per annum while
such condition exists. To the event permitted by law, the Corporation will pay
interest on any overdue payment (including any overdue prepayment) of principal
and any overdue payment of interest, at a rate per annum equal to the greater of
(i) 8.60% or (ii) 2% over the rate of interest publicly announced from time to
time by Citibank, N.A., in New York City as its "base" or "prime" rate of U.S.
dollar commercial loans.
The Corporation may, at its option, upon notice, as specified in the Note
Purchase Agreement, redeem and prepay prior to maturity, all or any part of the
Notes on or after January 1, 2011 and from time to time thereafter, at par, as
specified in the Note Purchase Agreement, together with accrued and unpaid
interest, if any, to the date of redemption specified by the Corporation.
The Notes shall automatically become immediately due and payable without notice
upon the occurrence of an event of default involving insolvency or bankruptcy of
the Corporation or any Significant Subsidiary (as defined in the Note Purchase
Agreement) of the Corporation. In addition, any holder of the Notes may, at its
discretion, by notice given to the Corporation, declare all the Notes held by
such holder to be immediately due and payable upon occurrence of any other event
of default specified in the Note Purchase Agreement. Finally, events of
termination include failure to make the required payments under the Note
Purchase Agreement, and failure to comply with certain business or negative
covenants.
ITEM 8.01. OTHER ITEMS.
On December 15, 2005, SVTS entered into a Coinsurance Funds Withheld Agreement
(the "Reinsurance Agreement") for indemnity reinsurance with GALAC, whereby
GALAC will automatically cede, in respect of all new business written as of
December 22, 2005, to SVTS 69% of the life insurance, annuities, accident and
supplemental health, supplementary benefits, and riders. The initial ceding
allowance for the transaction is $60 million.
SVTS' liability will commence on December 22, 2005 and will continue in
accordance with the terms and conditions of the Reinsurance Agreement, and will
end at the same time as that of GALAC as specified in the terms of each of the
policies subject to reinsurance by SVTS. Payment by GALAC to SVTS of reinsurance
premium is a condition precedent to the SVTS' liability in accordance to the
terms of the Reinsurance Agreement.
The reinsurance will be on a quota share Coinsurance Funds Withheld basis. The
quota share reinsured shall be 69%. Funds withheld at inception shall be 69% of
the initial reserves. Funds Withheld will be defined at inception equal to the
reinsurance share of the initial reserves.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated December 19, 2005.
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
Date: December 20, 2005 By: /s/ Ramon M. Ruiz Comas
Name: Ramon M. Ruiz-Comas
Title: President & Chief Executive Officer