As filed with the Securities and Exchange Commission on January 19, 2001
Securities Act File No. 333-52368
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. 1 [X]
Post-Effective Amendment No. [ ]
PILGRIM INTERNATIONAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258
(Address of Principal Executive Offices) (Zip Code)
(800) 992-0180
(Registrant's Area Code and Telephone Number)
James M. Hennessy
ING Pilgrim Investments, Inc.
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
(Name and Address of Agents for Service)
With copies to:
Jeffrey S. Puretz Steven R. Howard
Dechert Paul, Weiss, Rifkind, Wharton & Garrison
1775 Eye Street, N.W. 1285 Avenue of the Americas
Washington, DC 20006 New York, NY 10019
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Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
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It is proposed that this filing will become effective on February 18, 2001
pursuant to Rule 488 under the Securities Act of 1933.
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No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
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PILGRIM INTERNATIONAL FUND, INC.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement consists of the following papers and documents:
* Cover Sheet
* Contents of Registration Statement
* Explanatory Note
* Cover Page of the Statement of Additional Information
* Signature Page
* Exhibit Index
* Consents of Independent Accountants
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-14 for Pilgrim International Fund, Inc. incorporates by reference the
Registrant's Part A, Part B and Part C contained in the Registrant's
Registration Statement on Form N-14 which was filed with the Securities and
Exchange Commission on December 21, 2000. This Pre-Effective Amendment is being
filed to add consents of auditors as exhibits to Part C of the Registration
Statement.
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PART B
PILGRIM INTERNATIONAL FUND, INC.
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Statement of Additional Information
________ ___, 2001
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Acquisition of the Assets and Liabilities By and in Exchange for Shares of
of ING International Equity Fund Pilgrim International Fund, Inc.
(a series of ING Funds Trust) 7337 East Doubletree Ranch Road
7337 East Doubletree Ranch Road Scottsdale, Arizona 85258
Scottsdale, Arizona 85258
This Statement of Additional Information is available to the Shareholders of ING
International Equity Fund in connection with a proposed transaction whereby all
of the assets and liabilities of ING International Equity Fund, a series of ING
Funds Trust, will be transferred to Pilgrim International Fund, Inc. ("Pilgrim
International Fund") in exchange for shares of Pilgrim International Fund.
This Statement of Additional Information of the Pilgrim International Fund.
consists of this cover page and the following documents, each of which was filed
electronically with the Securities and Exchange Commission and is incorporated
by reference herein:
1. The Statement of Additional Information for Pilgrim International Fund
dated July 31, 2000, as filed on July 26, 2000.
2. The Statement of Additional Information for ING International Equity Fund
dated November 6, 2000, as filed on November 6, 2000.
3. The Financial Statements of ING International Equity Fund are included in
the Annual Report of ING Funds Trust dated October 31, 2000, as filed on
January 10, 2001.
4. The Financial Statements of Pilgrim International Fund are included in the
Annual Report of Pilgrim International Fund dated October 31, 2000, as
filed on January 10, 2001.
This Statement of Additional Information is not a prospectus. A Prospectus/Proxy
Statement dated ________ ___, 2001 relating to the Reorganization of ING
International Equity Fund may be obtained, without charge, by writing to ING
Pilgrim Investments, Inc. at 7337 East Doubletree Ranch Road, Scottsdale,
Arizona 85258 or calling 1-800-992-0180. This Statement of Additional
Information should be read in conjunction with the Prospectus/Proxy Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Pre-Effective Amendment to its Registration
Statement on Form N-14 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Scottsdale and State of Arizona on the 19th day
of January, 2001.
PILGRIM INTERNATIONAL FUND, INC.
By: /s/ James M. Hennessy
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James M. Hennessy
Senior Executive Vice President
& Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Director and Chairman January 19, 2001
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John G. Turner*
Director and President January 19, 2001
--------------------------- (Chief Executive Officer)
Robert W. Stallings*
Senior Vice President and January 19, 2001
--------------------------- Principal Financial Officer
Michael J. Roland*
Director January 19, 2001
---------------------------
Robert B. Goode, Jr.*
Director January 19, 2001
---------------------------
Al Burton*
Director January 19, 2001
---------------------------
Jock Patton*
Director January 19, 2001
---------------------------
John R. Smith*
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Signature Title Date
--------- ----- ----
Director January 19, 2001
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David W.C. Putnam*
Director January 19, 2001
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Walter H. May*
Director January 19, 2001
---------------------------
Paul S. Doherty*
Director January 19, 2001
---------------------------
Alan L. Gosule*
Director January 19, 2001
---------------------------
David W. Wallace*
* By: /s/James M. Hennessy
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James M. Hennessy
Attorney-in-Fact**
** Executed pursuant to powers of attorney filed as part of Registrant's
Registration Statement on Form N-14 which was filed with the Securities and
Exchange Commission on December 21, 2000.
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EXHIBIT INDEX
(14)(a) Consent of PricewaterhouseCoopers, LLP
(14)(b) Consent of Ernst & Young LLP
