PILGRIM CAPITAL CORP
8-K, 1999-10-25
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): October 25, 1999
                                                         ----------------


                           Pilgrim 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, 12th Floor
           Phoenix, Arizona                                         85004
- ----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)



                                 (602) 417-8100
                         -------------------------------
                         (Registrant's telephone number)
<PAGE>
ITEM 5. OTHER EVENTS.

     On October 25, 1999, the Board of Directors of Pilgrim Capital  Corporation
announced that Pilgrim will extend the opportunity for Pilgrim's shareholders to
vote on the proposed  acquisition of Pilgrim by ReliaStar  Financial Corp. until
Friday,  October 29, 1999.  The  shareholder  vote was scheduled for October 26,
1999.  The voting  period is being  extended to give  Pilgrim  shareholders  the
opportunity to review ReliaStar's third quarter earnings information,  which was
announced on October 25, 1999. The Pilgrim board met with  ReliaStar  management
on October 24, 1999 and made the decision to extend the  shareholder  meeting in
consultation with ReliaStar.  The special meeting of Pilgrim's shareholders will
convene  as  scheduled  on October  26,  1999 and will be  adjourned  to 9 a.m.,
Phoenix time, on Friday, October 29, 1999, at Pilgrim's offices.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     Exhibits.

     99. Press release of Pilgrim Capital Corporation dated October 25, 1999.
<PAGE>
                                   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 CAPITAL CORPORATION




Date: October 25, 1999                By: /s/ James M. Hennessy
                                          --------------------------------------
                                          James M. Hennessy,
                                          Executive Vice President and Secretary

                                                                      EXHIBIT 99



Shareholder Contact:                                 For immediate release:
James Hennessy, (602) 417-8115                       October 25, 1999

ReliaStar Media Contact:
Arlene Wheaton, (612) 372-5784


                   PILGRIM CAPITAL EXTENDS SHAREHOLDER VOTING
                    ON ACQUISITION BY RELIASTAR UNTIL OCT. 29

PHOENIX - The Board of Directors of Pilgrim Capital Corp. (NYSE: PFX) announced
today that Pilgrim will extend the opportunity for shareholders to vote on the
proposed acquisition of Pilgrim by ReliaStar Financial Corp. (NYSE: RLR) until
Friday, Oct. 29. The voting period was previously scheduled to close Oct. 26.

     The voting period has been extended to provide Pilgrim shareholders with an
opportunity to review ReliaStar's third quarter earnings, which were announced
this morning. On Tuesday, Oct. 26, Pilgrim will hold its previously scheduled
special shareholder meeting to vote on the transaction and communicate the
extension. The deal is expected to close directly following the close of the
voting period.

     The Pilgrim board met with ReliaStar management Oct. 24 and made the
decision to extend the shareholder meeting in consultation with ReliaStar,
according to Robert Stallings, chairman and CEO of Pilgrim.

     "Pilgrim's board of directors previously recommended that Pilgrim
shareholders approve the acquisition and that recommendation remains unchanged,"
Stallings said. "Preparations for the integration of Pilgrim with ReliaStar's
Northstar mutual fund operation are well under way and continuing. We expect to
hit the ground running immediately following shareholder approval."

     With headquarters in Minneapolis, Minn., ReliaStar Financial Corp. is the
eighth largest publicly held life insurance holding company based on revenues.

     Pilgrim manages, markets and distributes open- and closed-end mutual funds
and structured finance products representing $7.7 billion in assets under
management. Pilgrim began investment operations in April 1995. Pilgrim Capital
Corp. was organized as a publicly traded company to provide comprehensive
financial services through two subsidiaries--Pilgrim Investments, Inc., adviser
to its mutual funds and structured finance products, and Pilgrim Securities,
Inc., its registered broker-dealer and distributor of the company's mutual
funds.

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