================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number 0-19799
September 30, 1998
PILGRIM AMERICA CAPITAL
CORPORATION
Delaware 86-0670679
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
Two Renaissance Square
40 North Central Avenue, 12th Floor
Phoenix, Arizona 85004
(602) 417-8100
Securities registered pursuant to
Section 12(g) of the Act:
Common Stock, $.01 par value
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
At December 7, 1998, the Registrant had 5,333,477 shares of common stock
outstanding. On such date, the aggregate market value of common stock held by
non-affiliates of the Registrant was approximately $77,775,441.
DOCUMENTS INCORPORATED BY REFERENCE
Materials have been incorporated by reference into this Report from the
following documents: Materials from the Registrant's Proxy Statement relating to
the 1999 Annual Meeting of Stockholders have been incorporated by reference into
Part III, Items 10, 11,12, and 13.
================================================================================
<PAGE>
The Registrant hereby amends its Annual Report on Form 10-K for the fiscal year
ended September 30, 1998 (the "Form 10-K") as follows:
1. In Part IV, Item 14 of the Form 10-K, Note 8 to the Consolidated Financial
Statements, the first paragraph of Note 8 is deleted in its entirety and is
replaced by the following:
"(8) Stockholders' Equity
Between January 1998 and September 1998, the Company repurchased 216,650
shares of its common stock at a total purchase price of $3.9 million. The
purchases were made in open market transactions pursuant to a previously
announced authorization by the Company's Board of Directors to repurchase up to
750,000 shares of common stock based on market conditions."
2. In Part IV, Item 14 of the Form 10-K, Note 15 to the Consolidated Financial
Statements is deleted in its entirety and is replaced by the following:
"(15) Subsequent Event
On November 9, 1998, PSI signed a Letter of Intent to sell its September
30, 1998 DAC Asset for $26.5 million, which approximated book value, as well as
the right to receive .75% annually of the future distribution fees and the
contingent deferred sales charges from the related Class B shares. Under the
related agreements, the Company will also sell its DAC Asset on future Class B
share sales to the purchaser through November 30, 1999. The Purchaser has a
right of first refusal on a two year extension thereafter. The Company is
required under its existing Credit Agreement to use proceeds in excess of $3.0
million from the sale of its DAC Asset to pay down its borrowings under the
Credit Agreement and reduce Credit Agreement borrowings by 50% of the proceeds
of the sale in excess of $3 million. The Company's credit facility will be
reduced by approximately $11.8 million as a result of this transaction. The
transaction should result in no gain or loss since the sales price approximated
book value.
On October 8, 1998, the Company's Board of Directors approved repurchasing
500,000 shares of the Company's common stock after the 750,000 shares are
repurchased from the October 1997 Board approval. In October 1998, the Company
repurchased 255,000 shares of the Company's common stock at a total purchase
price of $4.4 million."
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report on
Form 10-K to be signed on its behalf by the undersigned; thereunto duly
authorized this 30th day of December 1998.
PILGRIM AMERICA CAPITAL CORPORATION
a Delaware corporation
By: /s/ Robert W. Stallings
-------------------------------
Robert W. Stallings
Chairman of the Board,
Chief Executive Officer and President
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amendment to the report on Form 10-K has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
Signature Title Date
--------- ----- ----
/s/ Robert W. Stallings Chairman of the Board, Chief
- ------------------------- Executive Officer and President
Robert W. Stallings (Principal Executive Officer) December 30, 1998
/s/ James R. Reis Vice Chairman and Chief
- ------------------------- Financial Officer
James R. Reis (Principal Accounting Officer) December 30, 1998
*
- -------------------------
John C. Cotton Director December 30, 1998
*
- -------------------------
Roy A. Herberger, Jr. Director December 30, 1998
*
- -------------------------
John M. Holliman, III Director December 30, 1998
*
- -------------------------
Stephen A McConnell Director December 30, 1998
*
- -------------------------
Paul J. Renze Director December 30, 1998
*
- -------------------------
By: James R. Reis
Attorney-In-Fact December 30, 1998
