With its planned acquisition of ReliaStar Financial Corp., the Dutch banking giant ING Group NV would not only build its insurance and investment products business in the United States but would gain a uniquely American distribution system.

The $6.1 billion deal would bring the Amsterdam banking company PrimeVest Financial Services, a ReliaStar unit that distributes investment products through some 600 banks nationwide.

"This acquisition is part of the consistent implementation of ING's strategy to strengthen its position in North America," said Ewald Kist, ING's vice chairman and chairman-elect.

John G. Turner, ReliaStar's chairman and chief executive officer, said building up the U.S. business is the main rationale for the deal. The main opportunities for cost savings are in processing fixed and variable annuities and nonqualified pension products, he noted. "The real story is cross-selling multiple products across multiple channels."

ReliaStar, the eighth-largest publicly-held insurance company in the United States, has $369.4 billion of life insurance in force and $38.4 billion of assets under management, including $17 billion of assets in its Pilgrim Funds family. ING has $39 billion of assets under management, including $1.5 billion in the ING funds.

On the distribution side ReliaStar would add about 4,000 brokers to ING's 3,800. ReliaStar owns Washington Square Securities Inc., a Minneapolis-based brokerage firm with 2,500 registered broker-dealers nationwide, along with Fairfield, N.J.-based Financial Northeastern Cos. and Bisys Brokerage Services Inc.

PrimeVest, which is based in St. Cloud, Minn., has 550 brokers. The company sold $4.2 billion of investments last year, including mutual funds, annuities, and individual securities, according to a survey by Princeton, N.J.-based Kenneth Kehrer Associates. That makes PrimeVest No. 2 among third-party marketers in investment sales through banks.

Because PrimeVest is self-clearing, it is a good fit for ING's brokerage subsidiaries, which could clear through the firm, said Fred Hubbell, chairman of ING Americas.

ING has made no secret of its desire to buy into the U.S. market. In March it teamed up with WellPoint Health Networks Inc. of Thousand Oaks, Calif., in an unsuccessful $10.3 billion joint bid for Aetna Inc. In 1997, ING bought Equitable of Iowa Cos. for $2.6 billion.

And it isn't done yet. Without specifying what kind of companies ING might buy, executives said that they will continue to look at acquisition opportunities in North America. The ReliaStar deal is "an important step, but it does not complete the full rounding-out of our platform," Mr. Hubbell said.

Observers agreed that ING has a way to go.

"It's increasingly apparent that the life insurance business is one of scale," said John A. Hall, an equities analyst at Prudential Securities in New York. ReliaStar would bring distribution and specialized products such as tax-qualified annuities, and ING could use ReliaStar's Pilgrim Funds in its variable annuity products.

Ben Phillips, a managing director of Boston-based consulting firm Cerulli Associates, said the deal would give ING "more products and more scale, but scale is not a silver bullet in asset management - it's often a detriment." The true test is how well the two companies work together.

ReliaStar has long said that it would probably combine with another financial services company. Mr. Turner said that ReliaStar had been seeking a partner when it was approached by ING, but he declined to comment on rumors that ReliaStar had been in merger discussions with San Francisco-based Wells Fargo & Co.

ReliaStar itself has recently made several small acquisition deals. It bought Pilgrim Capital Group, a Phoenix mutual fund company, in October and Bisys Brokerage, a Concord, Calif., third-party marketer, in February. Also in February it agreed to buy Lexington Global Asset Managers of Saddle Brook, N.J.; that deal is expected to close in July.

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