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Proxy Statement/Prospectus Supplement Filed Under Rule 424(b)(2)
To Proxy Statement/Prospectus Dated June 23, 2000 Registration No. 333-39740
IMMEDIATE ATTENTION REQUIRED
Proxy Statement of Lexington Global Asset Managers, Inc.
Prospectus of ReliaStar Financial Corp.
This proxy statement/prospectus supplement supplements information
contained in the proxy statement/prospectus of Lexington Global Asset Managers,
Inc. and ReliaStar Financial Corp., dated June 23, 2000 relating to the proposal
that Lexington stockholders approve and adopt an agreement and plan of merger
dated as of February 28, 2000, among Lexington, ReliaStar, Pilgrim Capital
Corporation, a wholly owned subsidiary of ReliaStar, and Pilgrim Lexington
Acquisition Corp., a wholly owned subsidiary of Pilgrim, and the merger
contemplated thereby. This proxy statement/prospectus supplement is not complete
without, and may not be used except in connection with, the proxy
statement/prospectus.
The board of directors of Lexington has approved a merger with ReliaStar
under the merger agreement and has called a special meeting of Lexington's
stockholders to be held on July 26, 2000 to vote on the proposal described
above. In the merger, each share of Lexington common stock outstanding
immediately prior to the consummation of the merger will be converted into the
right to receive $3.306 in cash and 0.231 shares of ReliaStar common stock,
subject to adjustment. Alternatively, each Lexington stockholder may elect to
receive all cash or all stock, subject to certain election and allocation
procedures. Stockholders will receive cash in lieu of any fractional shares.
The information in the proxy statement/prospectus mailed to Lexington
stockholders on or about June 23, 2000 inaccurately states that the maximum
price payable to stockholders is $10.611. This proxy statement/prospectus
supplement is intended to clarify that under certain circumstances a stockholder
who properly elects to receive all stock may receive an aggregate amount in
excess of $10.611. On April 30, 2000 ReliaStar agreed to be acquired by the ING
Group for a per-share payment of $54.00 to ReliaStar's shareholders (subject to
certain conditions). On July 13, 2000, the closing share price per share for
ReliaStar common stock was $52.75. Assuming that the average price of ReliaStar
common stock over a five-day pricing period shortly before the completion of the
merger and that ReliaStar's share price at the completion of the merger were
both equal to that price, then the value of the consideration to be received in
exchange for each share of Lexington common stock would be $10.919 for those
stockholders who properly elect to receive all stock and no cash, assuming no
additional price adjustment based on Lexington's assets under management. Those
stockholders electing to receive all cash or a mix of stock and cash or who fail
to submit a properly completed and signed Form of Election would receive $10.611
for each share of Lexington common stock under the same assumptions. Similarly,
if the average price of ReliaStar common stock over such period were equal to
less than $25.625, stockholders electing to receive all stock would receive less
consideration than those stockholders who receive all cash or a mix of stock and
cash.
Stockholders who wish to change a previously submitted form of election
should review the supplement to the form of election and letter of transmittal
attached hereto, follow the instructions for revocation and submit a new form of
election.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the shares of ReliaStar common stock
to be issued in the merger or passed upon the accuracy or adequacy of the proxy
statement/prospectus or this proxy statement/prospectus supplement. Any
representation to the contrary is a criminal offense.
The date of this proxy statement/prospectus supplement is July 14, 2000.
