8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 31, 2006

TRIPLE-S MANAGEMENT CORPORATION

(Exact Name of Registrant as Specified in Charter)

Puerto Rico
(State or Other Jurisdiction of
Incorporation) 000-49762
(Commission File Number) 66-0555678
(IRS Employer
Identification No.)

Registrant’s telephone number, including area code: 787-749-4949

1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico 00920
(Address of Principal Executive Offices and Zip Code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED JANUARY 31,2006

Item 2.01 Completion of Acquisition or Disposition of Assets.

On January 31, 2006, Triple-S Management Corporation (the “Corporation”) completed the acquisition of 100% of the issued and outstanding shares of common stock of Great American Life Assurance Company of Puerto Rico, Inc. (“GA Life PR”) for $37.5 million. The closing was effected pursuant to the terms of a Stock Purchase Agreement between the Corporation and Great American Financial Resources, Inc. This transaction was initially announced by the Corporation on December 15, 2005.

A copy of the press release announcing the completion of the transaction is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 31, 2006, the Corporation closed the issuance of $35 million of its 6.70% Senior Unsecured Notes due January 2021 (the “Notes”) in a private placement to various institutional investors pursuant to a Note Purchase Agreement.

Pursuant to the Note Purchase Agreement, the Corporation will pay interest on the outstanding balance of the Notes at the rate of 6.70% per annum from the date of the issuance of the Notes, payable monthly commencing on March 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 6.85% per annum while such condition exists. To the extent 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) 8.70% 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 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired
	The financial statements GA Life PR will be filed with the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.
(b)	Pro Forma Financial Information
	The pro forma financial information required to be filed in connection with the transaction described under Item 2.01 of this Current Report on Form 8-K will be filed with the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005.

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(c)	Exhibits.
	The following exhibit shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

99.1 Press Release dated January 31, 2006.

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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
Date: February 2, 2006	By:	/s/ Ramón M. Ruiz-Comas
	Name:	Ramón M. Ruiz-Comas
	Title:	President & Chief Executive Officer

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EX-99.1

Exhibit 99.1

Triple-S Group Finalizes GA Life Transaction

SAN JUAN, Puerto Rico, January 31, 2006— Triple-S Management Corporation (“Triple-S Group”) today completed the acquisition of 100% of the outstanding shares of Great American Life Assurance Company of Puerto Rico (“GA Life”).

“We completed the transaction just as we had anticipated. We will focus now on the process of integrating GA Life to our group of companies in the most efficient manner so as to continue with our strategy of diversifying the insurance products we offer under one umbrella,” said Ramón M. Ruiz Comas, president and chief executive officer of Triple-S Management Corporation, also known as Triple-S Group. “Now the Triple-S Group will offer consumers an insurance product for each phase in the life of a person and in the development of a business,” he added.

The transaction has already been authorized by the Office of the Insurance Commissioner of Puerto Rico.

With the acquisition of GA Life, one of the leading companies in the sale of individual insurance products in Puerto Rico, the Triple-S Group gained leadership in the group and individual life insurance market. The deal contributes to solidify the Triple-S Group, since it now holds leadership positions in each of the lines of business it represents, health, life and property.

GA Life has $300 million in assets and 700 employees throughout Puerto Rico. It holds one of the leading positions within the individual life insurance market in Puerto Rico. Its portfolio includes life insurance, cancer policies, annuities, and funeral insurance for individuals, complementing the group insurance products and services offered by the Triple-S Group.

An additional strength that GA Life offers the Triple-S Group is that it has a strong presence throughout the island. GA Life will increase Triple-S Group’s total assets by 30% to a total of approximately $1.2 billion.

Triple-S Management Corporation is the holding company of the entities that comprise the Triple-S Group that include the health insurance company Triple-S, Inc., an independent licensee of the Blue Cross Blue Shield Association; the life insurance companies Great American Life Assurance Company of Puerto Rico and Seguros de Vida Triple-S, Inc.; the property and casualty insurance company Seguros Triple-S, Inc.; Triple-C, Inc., the company that manages the Health Reform for Triple-S, Inc. and third party administrator of health services; and Signature Insurance Agency. In addition, Triple-S Management Corporation is the holding company of Interactive Systems, Inc., the entity that provides the technology services for all of the subsidiaries of Triple-S Management Corporation.

This press release may contain forward-looking statements with respect to the financial condition, results of operation and businesses of Triple-S Group and GA Life within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements that relate to future financial performance and condition. These forward-looking statements, involve certain risks and uncertainties, many of which are beyond Triple-S Group and GA Life’s control. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others: (1) the success of Triple-S Group at integrating GA Life into its organization; (2) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer to realize than expected; (3) operating costs and business disruption, including difficulties in maintaining relationships with employees, customers or suppliers, may be greater than expected following the transaction; (4) deterioration in general economic conditions, internationally, nationally or in any particular State; (5) increased competitive pressure among insurance companies; (6) legislative or regulatory changes, or the adoption of new regulations, adversely affecting the businesses in which Triple-S Group and/or GA Life engage; (7) the impact of terrorist acts or military actions; or (8) the impact of earthquakes, hurricanes or other natural disasters. Forward-looking statements speak only as of the date they are made, and Triple-S Group and GA Life disclaim any duty to update any forward- looking statements after the date that such statement is made.

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