-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, msmZR1ifwdtvXt5JZiZVm1a/p5fxsAxJDDqN9FdNuNne3u0BcOby2nGqT1cy/QBt bwidiWWcjNBZMA6tErcK9w== 0000915887-94-000030.txt : 19940609 0000915887-94-000030.hdr.sgml : 19940609 ACCESSION NUMBER: 0000915887-94-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940608 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCORP INC CENTRAL INDEX KEY: 0000811664 STANDARD INDUSTRIAL CLASSIFICATION: 4522 IRS NUMBER: 943040585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40168 FILM NUMBER: 94533497 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDREWS SUSAN A CENTRAL INDEX KEY: 0000921414 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6720 WEMBERLY WAY CITY: MCLEAN STATE: VA ZIP: 22101 BUSINESS PHONE: 7038349409 MAIL ADDRESS: STREET 2: 6720 WEMBERLY WAY CITY: MCLEAN STATE: VA ZIP: 22101 SC 13D 1 WORLDCORP, INC. SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FIRST AMENDED AND RESTATED SCHEDULE 13D WORLDCORP, INC. _______________ (Name of Issuer) Common Stock ____________________________________________________________________________ (Title of Class of Securities) 981423 10 6 (CUSIP Number) Andrew M. Paalborg, Esq. WorldCorp, Inc. 13873 Park Center Road, Suite 490 Herndon, VA 22071 (703) 834-9410 ____________________________________________________________________________ (Name, Address and telephone Number of Persons Authorized to Receive Notices and Communications) May 24, 1994 ____________ (Date of Event which Requires Filing of this Statement) 2 of 8 CUSIP No. 981423 10 6 13D ________________________________________ 1. NAME OF REPORTING PERSON T. Coleman Andrews, III S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.S. ####-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER 15,072 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER 15,072 REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,072 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .1% 14. TYPE OF REPORTING PERSON IN 3 of 8 CUSIP No. 981423 10 6 13D ________________________________________ 1. NAME OF REPORTING PERSON Susan A. Andrews S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.S. ####-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS PF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States 7. SOLE VOTING POWER NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ X ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 14. TYPE OF REPORTING PERSON IN 4 of 8 First Amended and Restated Schedule 13D Pursuant to Rule 13d-2(c) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 101 of Regulation S-T, this amended and restated Schedule 13D is being filed electronically through the Securities and Exchange Commission's EDGAR System, and includes a restatement of the original Schedule 13D and the subsequent eleven (11) amendments to the extent the information in the subsequent amendments is still applicable. The Schedule 13D is hereby amended and restated as follows: Item 1. Security and Issuer. The class of equity securities to which this amended and restated Schedule 13D relates is common stock, par value $1.00 per share ("Shares"), of WorldCorp, Inc., a Delaware corporation (the "Issuer"). In June 1987, the Issuer became the holding company for World Airways, Inc., a Delaware corporation ("World"), in a reorganization in which each outstanding share of World's common stock was converted into one Share of the Issuer. The address of the principal executive offices of the Issuer is as follows: WorldCorp, Inc. 13873 Park Center Road, Suite 490 Herndon, Virginia 22071 Item 2. Identity and Background. T. Coleman Andrews, III (a) T. Coleman Andrews, III (b) Mr. Andrews' business address is 13873 Park Center Road, Herndon, VA 22071. (c) Mr. Andrews is currently serving as Chief Executive Officer, President and a Director of the Issuer. The Issuer is a holding company for World and US Order, Inc. and its principal offices are located at 13873 Park Center Road, Herndon, VA 22071. (d) During the last five years, Mr. Andrews has not been convicted in a criminal proceeding (excluding traffic violations). (e) During the last five years, Mr. Andrews has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Andrews being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States. 5 of 8 Susan A. Andrews (a) Susan A. Andrews (b) 6720 Wemberly Way, McLean, Virginia 22101. (c) Full time mother. (d) During the last five years, Mrs. Andrews has not been convicted in a criminal proceeding (excluding traffic violations). (e) During the last five years, Mrs. Andrews has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) United States. Item 3. Source and Amount of Funds or Other Consideration. T. Coleman Andrews, III Pursuant to the Warrant Agreement between World and Mr. Andrews, dated August 25, 1986 (the "Warrant Agreement"), warrants to purchase 1,394,750 Shares for $5 per share were issued to Mr. Andrews on November 1, 1986 and warrants to purchase an additional 1,394,750 Shares for $5 per share were issued to Mr. Andrews on February 28, 1989. The warrants were issued in connection with the retention of Mr. Andrews as Chief Executive Officer and a Director of the Issuer. All of these warrants that were still held by Mr. Andrews expired as of May 24, 1994. Susan A. Andrews On October 12, 1993, Mr. Andrews transferred 1,250,000 warrants to his wife, Susan A. Andrews, at a price of $.01 per warrant (or an aggregate of $12,500) in cash. The funds used for the acquisition of warrants from Mr. Andrews were personal funds of Mrs. Andrews. These warrants were transferred to Mrs. Andrews for estate planning purposes. Except for the warrants exercised as described in Item 5(c) below for Mrs. Andrews, all of these warrants expired as of May 24, 1994. Item 4. Purpose of Transaction. This amended and restated Schedule 13D is being filed as a result of the expiration of the warrants as of May 24, 1994. 6 of 8 Item 5. Interest in Securities of Issuer. T. Coleman Andrews, III (a) As of May 25, 1994, Mr. Andrews is the owner of 15,072 Shares of the Issuer, which is .1% of the 15,245,319 Shares outstanding as of April 11, 1994, pursuant to the Issuer's 1994 Proxy Statement. Mr. Andrews owns 4,139 Shares outright and has the right to vote and dispose of 10,933 Shares allocated to him through the Issuer's Employee Savings and Stock Ownership Plan (the "Plan"). Pursuant to the terms of the Plan, Mr. Andrews makes contributions each pay-period to purchase Shares. The Issuer matches Mr. Andrews' contributions and allocates Shares to Mr. Andrews' Plan account on a monthly basis. All of Mr. Andrews' Shares received from the Issuer are vested and Mr. Andrews is entitled to vote all of the Shares in his Plan account. The Plan Shares will be delivered to Mr. Andrews upon termination of his employment with the Issuer. Immediately prior to the expiration of the warrants, Mr. Andrews was the beneficial owner of an additional 776,933 Shares (without giving effect to anti- dilution adjustments) by reason of his right to acquire Shares through the exercise of 776,933 warrants. Of these warrants, 240,000 of the warrants had been gifted to trusts established for his children, but Mr. Andrews retained sole voting and dispositive power over them and therefore retained beneficial ownership. Mr. Andrews disclaimed beneficial ownership of Shares that might have been obtained upon exercise of the warrants held by his wife. (b) Mr. Andrews has sole power to vote and dispose of the 4,139 Shares held outright and the 10,933 Shares allocated to him through the Plan. (c) On May 24, 1994, the 776,933 warrants then held by Mr. Andrews expired pursuant to the terms of the Warrant Agreement. (d) None. (e) Mr. Andrews ceased to be the beneficial owner of more than 5% of the Shares as of October 12, 1993. Susan A. Andrews (a) None. Mrs. Andrews disclaims beneficial ownership of the 4,139 Shares owned directly by her husband and the 10,933 Shares allocated to her husband through the Issuer's Employee Stock Ownership Plan. However, Mrs. Andrews may be deemed to be the beneficial owner of the 15,072 Shares of the Issuer held by her husband, Mr. Andrews. Immediately prior to the expiration of the warrants on May 24, 1994, Mrs. Andrews was the beneficial owner of 7 of 8 1,160,000 Shares (without giving effect to anti-dilution adjustments) by reason of her right to acquire Shares through the exercise of 1,160,000 warrants. Mrs. Andrews disclaimed beneficial ownership of Shares that might have been obtained upon the exercise of the warrants held by her husband. (b) None. (c) On March 17 and 24, 1994, Mrs. Andrews exercised 40,000 and 50,000 warrants, respectively, at an acquisition price of $5.00 per share and a sales price of $6.00 per share. Each transaction was effected in Virginia pursuant to Mrs. Andrews' instructions to her broker to effect a cashless exercise and sale of these warrants. (d) None. (e) Mrs. Andrews ceased to be the beneficial owner of more than 5% of the Shares as of May 25, 1994. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any person with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits. Joint Filing Agreement between T. Coleman Andrews, III and Susan A. Andrews, dated as of June 8, 1994. Signatures After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement in true, complete and correct. Date: June 8, 1994 /s/ T. Coleman Andrews, III ___________________________________________ T. Coleman Andrews, III /s/ Susan A. Andrews ___________________________________________ Susan A. Andrews 8 of 8 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(f) of the Securities and Exchange Commission, each of the undersigned hereby agrees to the joint filing of this amended and restated statement on Schedule 13D under the Securities Exchange Act of 1934 and any additional amendments thereto relating to the equity securities of WorldCorp, Inc., a Delaware corporation. Such Schedule 13D statement and amendments thereto, when signed and filed by the undersigned, shall be deemed filed on behalf of each of them. Date: June 8, 1994 /s/ T. Coleman Andrews, III ___________________________________________ T. Coleman Andrews, III /s/ Susan A. Andrews ___________________________________________ Susan A. Andrews -----END PRIVACY-ENHANCED MESSAGE-----