-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EFJis+0DqltYZ6yFRF0q1jRMN4Bz6FIuCUPU+G2GCsRqrU4i3z5DFnOU3ygEIGhR lbc0DyH7VMi2+NdAlJ2ewQ== 0000908184-96-000026.txt : 19960409 0000908184-96-000026.hdr.sgml : 19960409 ACCESSION NUMBER: 0000908184-96-000026 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960408 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD AIRWAYS INC /DE/ CENTRAL INDEX KEY: 0000949240 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 941358276 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45697 FILM NUMBER: 96545112 BUSINESS ADDRESS: STREET 1: 13873 PKCENTER RD STE 490 STREET 2: C/O WASHINGTON DULLES INTL AIRPPORT CITY: HERNDON STATE: VA ZIP: 22071 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCORP INC CENTRAL INDEX KEY: 0000811664 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 943040585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 13873 PARK CTR RD STE 490 CITY: HERNDON STATE: VA ZIP: 22071 BUSINESS PHONE: 7038349200 MAIL ADDRESS: STREET 1: 13873 PARK CENTER ROAD CITY: HERNDON STATE: VA ZIP: 22071 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) WORLD AIRWAYS, INC. (Name of Issuer) COMMON STOCK ($.001 par value per share) (Title of class of securities) 98142H105 (CUSIP NUMBER) WorldCorp, Inc. The Hallmark Building 13873 Park Center Herndon, Virginia 22071 Attention: Andrew M. Paalborg Telephone No. 703-834-9410 (Name, address and telephone number of person authorized to receive notices and communications) Copy to: David M. Carter Hunton & Williams 951 East Byrd Street Richmond, Virginia 23219 March 21, 1996 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ X ]. Page 1 of 6 Pages Exhibit Index appears on page 5 CUSIP NO. 98142h105 13D Page 2 of 9 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS WorldCorp, Inc. 94-3040585 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 7,110,064 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 1,990,000 EACH 9 SOLE DISPOSITIVE POWER REPORTING 7,110,064 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,110,064 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 59.3% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- This Amendment No. 1 amends and supplements the statement on Schedule 13D dated October 12, 1995 filed by WorldCorp, Inc., a Delaware corporation (the "Reporting Person"), relating to the shares of common stock, $.001 par value per share (the "Common Stock") of World Airways, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition have the same meaning as those ascribed to them in the initial filing. Item 4. Purpose of Transaction On March 21, 1996 the Issuer issued a press release stating that it was actively exploring with the Reporting Person the feasibility of employee initiatives to purchase a substantial portion of Reporting Person's ownership position in the Issuer. The announcement also reported that in addition to employee initiatives, the Reporting Person is evaluating the feasibility of a spinoff of its interest in the Issuer or a disposition to a third party. A copy of this press release is attached hereto as Exhibit 5 and incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Exhibit 5 World Airways, Inc. Press Release dated March 21, 1996 -3- SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. WORLDCORP, INC. Date: April 4, 1996 By: /s/ T. Coleman Andrews III Name: T. Coleman Andrews III Title: CEO -4- EXHIBIT INDEX Exhibit No. Description 5 World Airways, Inc. Press Release dated March 21, 1996 -5- Exhibit 5 CONTACT: Doug Poretz Investor Relations (703) 506-1778 FOR IMMEDIATE RELEASE March 21, 1996 9:00 A.M. WORLD AIRWAYS CONSIDERING EMPLOYEE OWNERSHIP WASHINGTON DULLES INTERNATIONAL AIRPORT -- March 21, 1996 -- World Airways, Inc. (Nasdaq: WLDA) announced today that it was actively exploring with its parent WorldCorp (NYSE: WOA) the feasibility of employee initiatives to purchase a substantial portion of WorldCorp's ownership position in World Airways. WorldCorp currently owns 59.3% of World Airways' outstanding common stock. An additional 16.6% of World Airways' common stock is owned by MHS Berhad, a Malaysian strategic investor. As previously announced by WorldCorp, the managements of both companies have been working together and with the assistance of outside advisors to explore ways to maximize value for the shareholders of each company. In addition to employee initiatives, WorldCorp is evaluating the feasibility of a spinoff of its interest in World Airways or a disposition to a third party. Charles W. Pollard, President and CEO of World Airways, said that although the discussions are "a top priority," he could not predict if and when any subsequent announcement might be made. "We do believe that appropriately structured employee ownership providing both union and non-union employees with a direct interest in the success of the airline would lead to substantial benefits for employees and shareholders alike," he said. World Airways provides worldwide passenger and cargo air transportation to major international airlines, the U.S. Air Force and international tour operators with a fleet of MD- 11 and DC 10-30 aircraft. The carrier is owned 59% by WorldCorp (NYSE: WOA), 17% by MHS Berhad (KLSE: MHS), a Malaysian strategic investor, and 24% by public investors. This release contains forward looking statements that are subject to risks and uncertainties, including but not limited to, the impact of competitive products, product demand and market acceptance risks, reliance on key strategic alliances, fluctuations in operating results, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. -6- -----END PRIVACY-ENHANCED MESSAGE-----