-------------------------------------------
OMB APPROVAL
-------------------------------------------
OMB Number:
Expires:
Estimated average burden
hours per form...................
-------------------------------------------
UNITED STAES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Pilgrim America Capital Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
72142R 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Robert W. Stallings
Pilgrim America Capital Corporation
40 N. Central Ave., Ste. 1200, Phoenix, AZ 85004 (602) 417-8110
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 11, 1997; All information provided as of December 3, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
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).
(Continued on following page(s))
<PAGE>
- ------------------------ --------------------
CUSIP No. 72142R 10 8 13D Page 2 of 5 Pages
- ------------------------ --------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert W. Stallings; SS# ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 246,729
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 15,840
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 246,729
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,840
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,569
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.76%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
--------------------
This Schedule 13D relates to shares of common stock, $.01 par value
(the "Common Stock"), of Pilgrim America Capital Corporation, a Delaware
corporation ("PACC"), whose executive offices are located at 40 N. Central
Avenue, Suite 1200, Phoenix, AZ 85004.
Item 2. Identity and Background.
------------------------
This Schedule 13D is filed on behalf of Robert W. Stallings. Pursuant
to Instruction C of Schedule 13D, the following sets forth the required
information regarding this reporting person.
Robert W. Stallings. Mr. Stallings is a citizen of the United States.
Mr. Stallings' principal occupation is management of PACC, which is the parent
company of three financial services companies. Mr. Stallings is PACC's Chairman,
Chief Executive Officer and President. Mr. Stallings' principal business office
and principal office is located at 40 N. Central Avenue, Suite 1200, Phoenix, AZ
85004.
During the last five years, Mr. Stallings has not (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Contributions.
--------------------------------------------------
Mr. Stallings purchased 143,569 shares with personal funds including
shares purchased through PACC's 401 K Plan, purchases by his spouse through
spouse's employer's profit sharing plan and 119,000 shares are options
exercisable currently.
Item 4. Purpose of Transaction.
-----------------------
Mr. Stallings is a founder of PACC and has purchased, at various times
since the formation of PACC's predecessor in 1990, an aggregate of 143,569
shares of Common Stock which are owned on the date of this report. With the
exception of purchases of the Common Stock in connection with such formation,
Mr. Stallings' purchases were made at prevailing market prices with personal
funds, including funds in Mr. Stallings' account with the Company's 401-k Plan
and through the profit sharing plan of Mr. Stallings' spouse. On October 22,
1997, Mr. Stallings purchased 3,000 shares at $22.50 per share, and on November
9, 1997 he purchased 300 shares at $19.625 per share. Mr. Stallings also
beneficially owns 119,000 shares of Common Stock pursuant to currently
exercisable stock options granted under PACC's stock option plans. 33,334 shares
are subject to such options vested on July 11, 1997. Prior to such options
vesting, Mr. Stallings beneficially owned, either directly or with his spouse,
approximately 4.4% of the Common Stock.
Page 3 of 5
<PAGE>
Item 5. Interest in Securities of the Issuer.
-------------------------------------
The information set forth below relates to the beneficial ownership by
the reporting person of the Common Stock of PACC.
(a) Robert W. Stallings - 262,569
(b) (i) Sole voting power: 246,729
-------------
(ii) Shared voting power: 15,840
-----------
(iii) Sole investment power: 246,729
---------
(iv) Shared investment power: 15,840
-------
Total: 262,569
-------------------------
(c) Mr. Stallings purchased 3,000 shares at a price of $22.50 on
October 22, 1997, and 300 shares on November 19, 1997 at a
price of $19.625. All purchases were open market purchases
completed through a broker on the NASDAQ National Market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
-----------------------------------------------------------------------
to Securities of the Issuer.
----------------------------
Pursuant to PACC's stock option plans, Mr. Stallings was granted an:
o Option to buy 57,000 shares of Common Stock; the option
becomes exercisable in annual increments of 33% beginning on
August 30, 1997, the first anniversary of the date of grant.
o Option to buy 100,000 shares of Common Stock; the option
becomes exercisable in annual increments of 33% beginning on
August 30, 1997, the first anniversary of the date of grant.
o Option to buy 100,000 shares of Common Stock the option
becomes exercisable in annual increments of 33% beginning on
July 11, 1996, the first anniversary of the date of grant.
Mr. Stallings is vested with respect to 119,000 of these shares. He has
not exercised any options.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Not applicable. Copies of PACC's stock option plans, pursuant to which
the options described in Item 6 above were granted, are filed as exhibits to
PACC's periodic reports, including its most recent annual report on Form 10-K,
filed with the Securities and Exchange Commission.
Page 4 of 5
<PAGE>
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 3, 1997 By: /s/ Robert W. Stallings
- -------------------- ----------------------------
Date Robert W. Stallings
Chairman, President, and
CEO of PACC
