-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EKDmmEMjqPZH2vUg3f2KPqnS4hHKUUlyhCIzH/tSSbgEZuo1MK0s7ry2ozMt0vGh Quf30sCvaVLsWtqb621ayg== 0001299933-08-005634.txt : 20081204 0001299933-08-005634.hdr.sgml : 20081204 20081204150112 ACCESSION NUMBER: 0001299933-08-005634 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081204 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081204 DATE AS OF CHANGE: 20081204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIPLE-S MANAGEMENT CORP CENTRAL INDEX KEY: 0001171662 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 660555678 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33865 FILM NUMBER: 081229750 BUSINESS ADDRESS: STREET 1: 1441 F.D. ROOSEVELT AVE. CITY: SAN JUAN STATE: PR ZIP: 00920 BUSINESS PHONE: 7877494949 MAIL ADDRESS: STREET 1: 1441 F.D. ROOSEVELT AVE. CITY: SAN JUAN STATE: PR ZIP: 00920 8-K 1 htm_30234.htm LIVE FILING Triple-S Management Corporation (Form: 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):   December 4, 2008

Triple-S Management Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

     
Puerto Rico 000-49762 66-0555678
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
1441 F.D. Roosevelt Avenue, San Juan, Puerto Rico   00920
_________________________________
(Address of principal executive offices)
  ___________
(Zip Code)
     
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))


Item 7.01 Regulation FD Disclosure.

On December 4, 2008, the Company issued a press release announcing that it has signed a non-binding letter of intent to acquire certain managed care assets of La Cruz Azul de Puerto Rico, Inc. In addition, the Company has requested Blue Cross Blue Shield Association to transfer the licensing rights to the Blue Cross brand in Puerto Rico and the Blue Cross Blue Shield brands in US Virgin Islands to the Company and Triple-S, Inc., its managed care subsidiary. Terms of the proposed acquisition are not yet finalized and are subject to change. The completion of the transaction is subject to a number of customary conditions including final due diligence, approvals from the Insurance Commissioner of Puerto Rico and the Blue Cross Blue Shield Association, and the negotiation of definitive documentation. The Company intends to fund the acquisition with cash and expects to complete the acquisition by the end of the first quarter of 2009.





Item 9.01 Financial Statements and Exhibits.

The following exhibit is being furnished with this report:

99.1 Press Release dated December 4, 2008






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
          
December 4, 2008   By:   Ramón M. Ruiz-Comas
       
        Name: Ramón M. Ruiz-Comas
        Title: President and CEO


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press Release dated December 4, 2008
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

FOR IMMEDIATE RELEASE

     
AT THE COMPANY:
  AT FINANCIAL RELATIONS BOARD:
Juan-José Román
Finance Vice President & CFO
(787) 749-4949
  Kathy Waller
Co-President
(312) 640-6696

Triple-S Management Corporation Signs Letter of Intent to Acquire
Managed Care Portfolio of La Cruz Azul de Puerto Rico, Inc.

Proposed Acquisition Would Solidify Blue Cross Blue Shield Brands
in Puerto Rico and the Virgin Islands

San Juan, PR, December 4, 2008 Triple-S Management Corporation (NYSE: GTS) today announced that it has signed a non-binding letter of intent to acquire certain managed care assets of La Cruz Azul de Puerto Rico, Inc. In addition, the Company requested Blue Cross Blue Shield Association to transfer the licensing rights to the Blue Cross brand in Puerto Rico and the Blue Cross and Blue Shield brands in the US Virgin Islands to the Company and Triple-S, Inc., its managed care subsidiary. Terms of the proposed acquisition are not yet finalized and are subject to change. The completion of the transaction is subject to a number of customary conditions including final due diligence, approvals from the Insurance Commissioner of Puerto Rico and the Blue Cross Blue Shield Association, and completion of the negotiation of definitive documentation. The Company intends to fund the acquisition with cash and expects to complete the acquisition by the end of the first quarter of 2009.

La Cruz Azul de Puerto Rico is an independent licensee of the Blue Cross Blue Shield Association that offers medical, prescription drug, and dental coverage to individuals and employer groups of all sizes. Its annualized premiums for the year ended December 31, 2007 was approximately $88 million. Established in 1943, La Cruz Azul de Puerto Rico is a wholly-owned subsidiary of Independence Blue Cross, also an independent licensee of the Blue Cross Blue Shield Association.

Ramón M. Ruiz-Comas, President and Chief Executive Officer of Triple-S Management Corporation, stated, “This acquisition is an example of our disciplined strategy to extend our market leadership while creating long-term value for our shareholders. The acquisition of certain of La Cruz Azul’s managed care assets represents an opportunity that allows us to consolidate the Blue Cross and Blue Shield brands under our Company and create great value and access to all of our members. We would be happy to have the opportunity to welcome La Cruz Azul members into our network. Once the transaction is completed, we anticipate a smooth and orderly transition.”

There is no assurance that a definitive agreement will be executed and consummated or that the proposed transaction will be approved by the Insurance Commissioner of Puerto Rico. Terms of the acquisition will be announced once definitive documentation has been executed.

About Triple-S Management
Triple-S Management Corporation is an independent licensee of the Blue Cross Blue Shield Association. It is the largest managed care company in Puerto Rico, serving approximately one million members across all regions. Triple-S Management offers a broad portfolio of managed care and related products in the commercial, Medicare and Reform (similar to Medicaid) markets under the Blue Shield brand. In addition to its managed care business, Triple-S Management provides non-Blue Shield branded life and property and casualty insurance in Puerto Rico. For more information on Triple-S Management, please visit the Company’s Web site at www.triplesmanagement.com.

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