PILGRIM AMERICA CAPITAL CORP
8-K, 1998-04-14
MORTGAGE BANKERS & LOAN CORRESPONDENTS
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                       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)   April 6, 1998
                                                --------------------------------


                       Pilgrim America Capital Corporation
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



Delaware                             0-19799                 86-0670679
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission             (IRS Employer
of incorporation)                    File Number)            Identification No.)



           40 North Central Avenue, Suite 1250, Phoenix, Arizona 85004
- --------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)



Registrant's telephone number, including area code   (602) 417-8100
                                                   -----------------------------


                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
<PAGE>
Item 1.       Changes in Control of Registrant.

              N/A

Item 2.       Acquisition or Disposition of Assets.

              N/A

Item 3.       Bankruptcy or Receivership.

              N/A

Item 4.       Changes in Registrant's Certifying Accountants.

              N/A

Item 5.       Other Events.

              On  April  7,  1998,  Pilgrim  America  Capital  Corporation  (the
"Company")  announced  that its Board of Directors  had approved a 3-for-2 stock
split to be effected in the form of 50% stock  dividend  (the  "Dividend").  The
Dividend  will be paid to holders  of record of the  Company's  common  stock on
April 20, 1998 (the "Record  Date").  Pursuant to the  Dividend,  holders of the
Company's  common  stock will receive one  additional  share of common stock for
each two shares of common stock held on the Record Date.  No  fractional  shares
will be issued in connection  with the Dividend,  and holders of any  fractional
shares  resulting  from the  Dividend  will be paid cash based upon the  closing
price of the  Company's  common  stock on the Nasdaq  Stock Market on the Record
Date.  Effective on the close of the Nasdaq  Stock Market on April 30 1998,  the
payment date, the Company will have approximately 5,743,845 shares of its common
stock outstanding as a result of the Dividend.

              The Company has filed an  application  for inclusion of the common
stock Dividend shares for trading on the Nasdaq National Market System.

              Appropriate  adjustments  will  be  made  to all of the  Company's
outstanding  options and warrants,  including  options  granted  pursuant to the
terms of the Company's various incentive stock option plans.

Item 6.       Resignation of Registrant's Directors.

              N/A
                                       2
<PAGE>
Item 7.       Financial Statements and Exhibits.

         (a)      Financial Statements.
                  ---------------------

                  N/A

         (b)      Pro Forma Financial Information.
                  --------------------------------

                  N/A

         (c)      Exhibits.
                  ---------

                  (1)  Press  Release  dated  April  8,  1998,  relating  to the
Dividend.

Item 8.       Change in Fiscal Year.

              N/A


Item 9.       Sales of Equity Securities Pursuant to Regulation S.

              N/A







                                   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.


                                     PILGRIM AMERICA CAPITAL CORPORATION



Date  April 13, 1998                 By /s/ Robert W. Stallings
     ---------------------             -----------------------------------------
                                       Its  Chairman and Chief Executive Officer
                                       3

                                                  CONTACT: James M. Hennessy
                                                           Senior Vice President
                                                           (602) 417-8115


                                 PILGRIM AMERICA
                                 ---------------
                         ANNOUNCES STOCK SPLIT SCHEDULE
                         ------------------------------


         PHOENIX,  Arizona, April 8, 1998 -- Pilgrim America Capital Corporation
(NASDAQ:PACC) announces the schedule for the 3-for-2 stock split approved by its
Board of Directors on April 6, 1998.  Holders of the Company's common stock will
receive one additional share of common stock for every two shares based upon the
following schedule:

                  April 20, 1998            (Record Date)

                  April 30, 1998            (Payment Date)

                  May 1, 1998               (Ex-Dividend Date)

         No  fractional  shares will be issued as a dividend and any  fractional
shares  resulting  from the dividend will be paid in cash based upon the closing
price of the Company's  common stock on the record date.  Effective on the close
of the Nasdaq Stock Market on April 30, 1998, the payment date,  Pilgrim America
will have  approximately  5,743,845 shares of its common stock  outstanding as a
result of the dividend.

         PACC  manages  mutual funds and private  accounts.  Shares of its seven
open-end  mutual funds are sold on a load basis through over 800  broker-dealers
nationwide.  As of March 31, 1998, PACC had approximately $3.9 billion of assets
under management.


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