8-K

                       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): July 22, 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)

ITEM 5. OTHER EVENTS.

     On July 22, 1999, Pilgrim Capital Corporation entered into an Agreement and
Plan of Merger with ReliaStar  Financial Corp. and its wholly owned  subsidiary,
Northstar  Holding,  Inc.,  providing  for the merger of  Pilgrim  with and into
Northstar.

     Under the terms of the merger  agreement,  upon  consummation of the merger
each  outstanding  share of common stock of Pilgrim  will be converted  into the
right to receive 0.50 shares of ReliaStar common stock and cash in the amount of
$12.50, subject to certain possible adjustments.  Cash also will be paid in lieu
of the issuance of any fractional shares. The merger agreement contemplates that
the merger will be accounted  for under the purchase  method of  accounting  and
will be tax-free to the  shareholders  of Pilgrim as to the shares of  ReliaStar
common stock that they  receive.  The  consummation  of the merger is subject to
customary conditions, including approval by the shareholders of Pilgrim.

     A copy of the merger  agreement has been filed as an exhibit to the Current
Report  on Form  8-K  filed  by  ReliaStar  with  the  Securities  and  Exchange
Commission  on July  28,  1999,  and  incorporated  herein  by  this  reference.
Reference is made to the merger  agreement for a full statement of the terms and
conditions of the merger.

     An additional discussion of the merger agreement and the merger is provided
in the joint press release of ReliaStar  and Pilgrim of July 22, 1999,  which is
attached as an exhibit to this report.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     Exhibits.

     2.   Agreement  and  Plan of  Merger,  dated  as of July  22,  1999,  among
          ReliaStar  Financial  Corp.,  Northstar  Holding,  Inc.,  and  Pilgrim
          Capital  Corporation.  Incorporated  by  reference to Exhibit 2 to the
          Current  Report on Form 8-K of  ReliaStar  Financial  Corp.  (File No.
          0-10640), filed with the Commission on July 28, 1999.

     99.  Joint press release of ReliaStar and Pilgrim dated July 22, 1999.

                                       2

                                   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: July 27, 1999                 By: /s/ James M. Hennessy
                                        ------------------------------------
                                        James M. Hennessy,
                                        Executive Vice President and Secretary

                                        3

EX-99

                                                                      EXHIBIT 99

ReliaStar Media contact:    Arlene Wheaton                FOR IMMEDIATE RELEASE:
                            (612) 372-5784                         July 22, 1999
ReliaStar Investor contact: Karin E. Glasgow
                            (612) 342-3979
Pilgrim Capital contact:    Jim Hennessy
                            (602) 417-8115


                   RELIASTAR TO ACQUIRE PILGRIM CAPITAL CORP.

     RELIASTAR SUBSIDIARY NORTHSTAR AND PILGRIM CAPITAL CORP. TO BE COMBINED

MINNEAPOLIS - ReliaStar  Financial Corp.  (NYSE:  RLR) and Pilgrim Capital Corp.
(NYSE:  PFX)  announced  today that the two  companies  have signed a definitive
agreement for ReliaStar to acquire the Phoenix-based asset management and mutual
fund  company in a  stock-and-cash  transaction  valued at $258  million,  which
includes ReliaStar's assumption of approximately $31 million of Pilgrim debt.

     The definitive  agreement provides for Pilgrim  shareholders to receive .50
shares of ReliaStar common stock plus $12.50 in cash for each Pilgrim share. The
final  exchange  ratio  and cash  component  will be  determined  at the time of
closing. (See attachment for additional details on terms of the agreement.)

     Completion  of the  acquisition  is subject to normal  closing  conditions,
including approval by Pilgrim's  shareholders,  fund trustees/directors and fund
shareholders,  and various regulatory approvals.  The transaction is expected to
close late in the fourth quarter of 1999.

     ReliaStar  said it expects the  transaction  to be accretive to earnings in
2000.  The  company  said  that  upon  closing,  it  expects  to take a  pre-tax
restructuring  charge of approximately $15 million related to the integration of
ReliaStar's Northstar mutual fund operation into Pilgrim's operations.

     The integration of the $4.4 billion Northstar operation into Pilgrim's $7.6
billion operation is intended to build on the significant  operational  elements
already in place at Pilgrim's Phoenix headquarters.

     ReliaStar said this acquisition will give the company greater  economies of
scale in its mutual fund operation,  resulting in lower unit costs and increased
sales and profitability.

     "Clearly,  this acquisition helps ReliaStar  strengthen its presence in the
mutual  fund  marketplace  by  expanding  our product  offerings,"  said John G.
Turner,  ReliaStar chairman and chief executive  officer.  "By bringing together
these   two   outstanding   organizations,   we'll   have  a  broad   array   of
strong-performing funds with proven managers and track records that will help us
more  effectively  compete in this important  market.  While we will continue to
emphasize a comprehensive  approach to financial  planning that  underscores the
value of our life  insurance  and  annuity  products,  we need to  increase  our
emphasis on the important  role that mutual funds play in supporting  consumers'
accumulation goals."

     Turner added that this  acquisition will  significantly  expand the size of
the company's mutual fund operation.  Currently,  Northstar represents 3 percent
of the company's total business unit operating earnings. With the combination of
Northstar and Pilgrim,  that proportion is expected to climb to 11 percent.  The
new mutual fund organization will have a family of 32 mutual funds  representing
assets under management of  approximately  $12 billion and combined annual sales
of $2 billion.

     ReliaStar  said it  expects  that the  combined  operation  will be able to
reduce operating costs by 15-20 percent as a result of combining functions.  The
increased size of the new organization will also make it more cost-effective for
the company to attract and retain  high-quality asset management  talent,  which
will also contribute to the operation's ability to attract and retain assets.

     "In addition to the operating  efficiencies  that ReliaStar will gain, this
transaction  offers  tremendous  opportunities for top-line growth," said Robert
Salipante, ReliaStar's president and chief operating officer.

     "This acquisition  brings us complementary  funds,  asset management skills
and  distribution,"  he said. "Add this to our current  capabilities and the end
result  is  a  comprehensive  fund  family  with  strong  product   performance,
top-flight  fund managers and one of the broadest  distribution  networks in the
industry.  These competencies,  combined with the cross-selling potential that's
imbedded in this deal, make us extremely  enthusiastic  about the sales power of
this combined organization."

     The  cross-selling   opportunities  through  both  companies'  distribution
channels are numerous,  Salipante said. ReliaStar will incorporate Pilgrim funds
into  ReliaStar  equity-based  products,   including  variable  life  insurance,
variable  annuities  and 401(k)  plans,  in  addition  to  selling  the funds as
stand-alone products through its broker/dealer,  in the worksite and through its
bank  marketing  operation.  Pilgrim plans to distribute  ReliaStar's  fixed and
variable annuities and 401(k) plans through its distribution channels.

     The cross-selling  opportunities underscore the complementary nature of the
two companies' distribution capabilities. Although both companies have extensive
relationships with regional brokerage firms,  Northstar products are distributed
primarily through wirehouse firms while Pilgrim's  distribution network includes
financial planning firms.

     "I'm  delighted that we are aligning  ourselves  with a financial  services
company of ReliaStar's stature and commitment to the asset management business,"
said Robert Stallings,  Chairman and CEO of Pilgrim.  "The combined fund complex
will enable us meet the entire range of investors' asset allocation  needs, with
high-performing  funds in the fixed  income,  growth,  value  and  international
investment categories.  The wide array of funds, combined with the complementary
distribution and asset management talent,  make this a winning  combination.  In
addition,   the  combination  of  the  two   organizations   offers   tremendous
opportunities for increased efficiencies and reduced unit costs."

     Northstar Investment  Management Corp., a subsidiary of ReliaStar Financial
Corp.,  manages,   markets  and  distributes  the  Northstar  Funds,  which  are
distributed  through a  broad-based  network of prominent  national and regional
securities  firms.  Many of the  Northstar  Funds  also  are  available  through
ReliaStar  subsidiary  companies' variable life insurance and variable annuities
products.

     Pilgrim manages,  markets and distributes open- and closed-end mutual funds
and  structured  finance  products  representing  $7.6  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.

     In  addition to  offering  strong-performing  mutual  funds,  Pilgrim  will
continue to offer structured finance products.

     Merrill  Lynch & Co. acted as exclusive  financial  advisor to ReliaStar in
the transaction. Pilgrim was advised by Putnam, Lovell, de Guardiola & Thornton.

     ReliaStar  Financial  Corp. is a  Minneapolis-based  holding  company whose
subsidiaries  offer  individuals and institutions  life insurance and annuities,
employee benefits products and services, life and health reinsurance, retirement
plans,  mutual funds,  bank products and personal  finance  education.  Based on
revenues,  ReliaStar  Financial  Corp.  is the 8th  largest  publicly  held life
insurance  holding company in the United States and at March 31, 1999, had $23.2
billion  in  assets  under  management  and life  insurance  in force of  $304.7
billion.

                                       ###

All  statements  contained in the report  relative to markets for the  Company's
products and trends in the Company's operations or financial results, as well as
other statements including words such as "anticipate,"  "believe," "expect," and
other  similar  expressions,  constitute  forward-looking  statements  under the
Private  Securities   Litigation  Reform  Act  of  1995.  These  forward-looking
statements  are  subject to known and  unknown  risks,  uncertainties  and other
factors  that may cause actual  results to be  materially  different  from those
contemplated by the  forward-looking  statements.  Such factors  include,  among
other  things:   general  economic  conditions  and  other  factors,   including
prevailing interest rate levels and stock market  performance,  which may affect
the Company's  ability to sell its  products,  the market value of the Company's
investments and the lapse rate and profitability of the Company's policies;  the
Company's  ability  to achieve  anticipated  levels of  operating  efficiencies;
mortality and morbidity;  changes in federal income tax laws that may affect the
relative  tax  advantages  of some of the  Company's  products;  and  regulatory
changes or actions, including those relating to regulation of financial services
affecting bank sales and  underwriting  of insurance  products and regulation of
the sale, underwriting and pricing of insurance products.

For a current  prospectus that contains more information on mutual fund charges,
fees  and  expenses,  please  contact  your  investment  professional;   Pilgrim
Securities, Inc., Distributor  (1-800-331-1080);  or Northstar (1-800-595-7827).
Please read the prospectus carefully before investing or sending money.

                            TERMS OF THE TRANSACTION


TRANSACTION

ReliaStar  Financial  Corp.  (NYSE:  RLR) proposes to acquire 100 percent of the
issued and outstanding shares of Pilgrim Capital Corp. (NYSE: PFX), which amount
to 6,354,477  shares or share  equivalents.  In addition,  ReliaStar will assume
Pilgrim Capital Corp.'s debt as defined below.

BASIS OF EXCHANGE

Subject to the adjustments  noted below,  each issued and  outstanding  share of
Pilgrim Capital will be exchanged for:

     +    .50 shares of ReliaStar common stock, plus
     +    A cash payment of $12.50 per share.*

TAX TREATMENT

The transaction will be treated as a tax-free reorganization with respect to the
shares of ReliaStar common stock issued in the transaction.

ACCOUNTING TREATMENT

Purchase accounting.

PILGRIM CAPITAL DEBT

The proposed  purchase  price  includes the assumption of $31 million of Pilgrim
Capital debt.


* If ReliaStar's average stock price exceeds $42 during the pricing period prior
to  closing,  ReliaStar  has the  option to pay the  incremental  portion of the
higher purchase price in cash in lieu of stock.  However,  the incremental  cash
portion  will be limited to the percent of stock  required to maintain  tax-free
reorganization treatment.