-----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, DIUNj6WxZXBY59LyIGpV8qE+EASgXBI+XH1S+yOv/xI2F3v0yhsIQqzDQWzIfLWm u0J004wBagVfYuvfWD0bHg== 0000915887-99-000016.txt : 19990224 0000915887-99-000016.hdr.sgml : 19990224 ACCESSION NUMBER: 0000915887-99-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990212 ITEM INFORMATION: FILED AS OF DATE: 19990223 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09591 FILM NUMBER: 99547672 BUSINESS ADDRESS: STREET 1: 13873 PARK CTR RD STE 490 CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 7038349200 MAIL ADDRESS: STREET 1: 13873 PARK CENTER ROAD CITY: HERNDON STATE: VA ZIP: 22071 8-K 1 FORM 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) February 12, 1999 WorldCorp, Inc. --------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-5351 94-3040585 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 13873 Park Center Road, Suite 490 Herndon, Virginia 20171 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (703) 834-9223 - -------------------------------------------------------------------------------- N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 3. Bankruptcy or Receivership On February 12, 1999, WorldCorp, Inc. ("WorldCorp") filed a voluntary petition for relief under Chapter 11, Title 11, of the United States Bankruptcy Code (the "Bankruptcy Code") with the United States Bankruptcy Court for the District of Delaware, Case No. 99-298 (MFW) (the "Bankruptcy Court"). WorldCorp also filed its Disclosure Statement and Proposed Plan of Reorganization (the "Plan") with the Bankruptcy Court on February 12, 1999. WorldCorp is operating its business as debtor-in-possession under the Bankruptcy Code. As of November 30, 1998, WorldCorp had essentially no cash or cash equivalents and had outstanding debt in excess of $75 million. The holder of the majority of the $5.0 million outstanding principal amount on the 10.0% senior subordinated notes due September 30, 2000 ("Senior Subordinated Notes") contended that the entire amount outstanding was due and payable as a result of alleged covenant defaults. WorldCorp also had failed to make interest payments due May 15, 1998 and November 15, 1998 on its 7.0% convertible subordinated debentures due 2004 issued pursuant to Indenture dated as of May 15, 1992, between WorldCorp and State Street Bank and Trust Company, as trustee (the "Debentures"), and to repay approximately $1.3 million owed to World Airways Inc. under the terms of a secured intercompany loan (the "Airways Loan"). In summary, the Plan provides for: o the repayment in full in cash of WorldCorp's administrative and priority claims, administrative convenience claims, secured debt (including the Airways Loan) and the Senior Subordinated Notes; o the restructuring of the Debentures and general unsecured debt by the issuance of modified Debentures, accrued interest notes, warrants to purchase 45% of the stock of WorldCorp Acquisition Corp. ("Acquisition") and warrants to purchase 40% of the pro forma outstanding stock of WorldCorp (together, the "Warrants"); o the restructuring of indebtedness of WorldCorp and its 80% owned subsidiary, Acquisition, to the former stockholders of The Atlas Companies, Inc., which was formerly known as Paper Acquisition Corp. ("Atlas"), incurred in connection with the acquisition of Atlas by Acquisition in 1998; and o the retention by WorldCorp shareholders of their shares of common stock of WorldCorp. Cash payments due under the Plan are to be funded from the proceeds of a loan from Rothschild Recovery Fund L.P. ("RRF"), the holder of the largest amount of WorldCorp's Debentures, to Acquisition, which will upstream funds to WorldCorp through the purchase of InteliData Technologies Corporation ("InteliData") common stock from WorldCorp. Holders of the Debentures and general unsecured creditors will be offered the right to participate in the making of such loan. Payments due on the RRF loan and other obligations of WorldCorp and Acquisition after emergence from bankruptcy are to be made out of monies received from Atlas and its subsidiaries pursuant to an intercompany tax sharing agreement, and if necessary from the proceeds of sale of InteliData common stock. In the event the stockholders of Atlas and holders of WorldCorp Debentures and general unsecured claims exercise the Warrants granted to them under the Plan for the 80% of the stock of Acquisition owned by WorldCorp, WorldCorp would no longer have an interest in Acquisition or its subsidiaries, but would receive payments totaling at least 125% of the appraised fair market value of the shares of Acquisition as of the Effective Date of the Plan and would retain those shares of InteliData that are not sold to Acquisition on the Effective Date (subject to the pledge thereof to secure the RRF loan and certain other indebtedness of Acquisition). The Plan was negotiated prior to the Petition Date by WorldCorp, Acquisition, RRF and Sun Paper Advisors, Inc. as representative of the former Atlas stockholders. The Debtor filed several motions on the first day of the Case seeking the relief provided by so-called "first day orders." First day orders are intended to ensure a seamless transition between a debtor's prepetition and postpetition business operations by approving certain regular business conduct that may not be authorized specifically under the Bankruptcy Code. The first day motions and orders in this Case provided for, among other things: o establishment of a disclosure statement hearing date and a confirmation hearing date; and o retention of the following professionals to serve on behalf of the Debtor: Wilmer, Cutler & Pickering as counsel to the Debtor; Young, Conaway, Stargatt & Taylor as special counsel to the Debtor; and Arthur Andersen LLP as accountants for the Debtor. Copies of the first day orders and other pleadings filed in this case may be obtained for a nominal cost directly from Delaware Legal Copy, 824 North Market Street, Suite 527, Wilmington, Delaware, 19801 (Tel. number 302-426-1570 and Fax number 302-426-1586). On February 12, 1999, WorldCorp issued the press release attached hereto as Exhibit 99.1 announcing the commencement of its Chapter 11 case. Item 5. Other Events On November 27, 1998, the New York Stock Exchange, Inc. ("NYSE") informed WorldCorp that trading of its common stock would be suspended in December 1998 if WorldCorp continued to fall below the NYSE's continued listing criteria. On December 14, 1998 the NYSE suspended WorldCorp from trading its common stock and application was made by the NYSE to the Securities and Exchange Commission to delist the common stock. WorldCorp presently trades on pink sheets under the symbol WDCP. On December 21, 1998, WorldCorp issued the press release attached hereto as Exhibit 99.2 announcing its new trading status. On February 1, 1999, WorldCorp retained Mark M. Feldman as its Executive Vice President and Chief Restructuring Officer through the date of consummation of WorldCorp's financial restructuring, and retained W. Joseph Dryer as its Corporate Secretary and Treasurer, through the consummation of a confirmed plan of reorganization. Item 7. Financial Statements and Exhibits Exhibit No. Document Description ----------- -------------------- 99.1 Press Release, dated February 12, 1999. 99.2 Press Release, dated December 21, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Registrant: WorldCorp, Inc. By: /s/ Patrick F. Graham --------------------- Name: Patrick F. Graham Title: President and Chief Executive Officer Dated: February 22, 1999 EXHIBIT INDEX Exhibit No. Document Description ----------- -------------------- 99.1 Press Release, dated February 12, 1999. 99.2 Press Release, dated December 21, 1998. EX-99.1 2 PRESS RELEASE DATED FEBRUARY 12, 1999 EXHIBIT 99.1 FOR IMMEDIATE RELEASE WORLDCORP ANNOUNCES PRE-NEGOTIATED RESTRUCTURING Herndon, Va., February 12 -- WorldCorp, Inc. announced today that it is implementing its previously announced financial restructuring through the filing of a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. In the petition filed today in the U.S. Bankruptcy Court in Wilmington, Delaware, WorldCorp listed $22 million in assets and $115 million in liabilities. Concurrent with this filing, WorldCorp also filed its reorganization plan and related documents. Mark M. Feldman, WorldCorp's Executive Vice President and Chief Restructuring Officer, stated, "Because the plan of reorganization is consensual and pre-negotiated among the company, its subsidiaries and its major creditors, we will seek court approval on an expedited basis. We expect to be able to implement the restructuring in the second quarter of this year." None of WorldCorp's affiliated companies is affected by the filing. WorldCorp, Inc. is a holding company founded in 1987. It owns approximately 28% of InteliData Technologies Corporation (Nasdaq: INTD), a leading provider of software products used to adapt large bank mainframe computers to home banking. An 80%-owned subsidiary of WorldCorp, Inc. owns approximately 50% of World Airways, Inc. (Nasdaq: WLDA), which provides worldwide air passenger and cargo transportation service under lease arrangements with major airlines and the U.S. Military Airlift Command, and 100% of The Atlas Companies, Inc., a manufacturer of coated paper products, specialty inks and ribbons and consumable cutting dies for the packaging, business forms and label businesses. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: "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 WorldCorp's filings with the Securities and Exchange Commission (which reports are available from the Company upon request). These risks could cause WorldCorp's actual results for 1999 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, WorldCorp." # # # For Further Information W. Joseph Dryer WorldCorp, Inc. 972-381-4255 EX-99.1 3 PRESS RELEASE DATED FEBRUARY 12, 1999 EXHIBIT 99.2 WORLDCORP ANNOUNCED NEW TRADING STATUS WASHINGTON, Dec. 21 /PRNewswire/ -- WorldCorp today announced that as of Thursday, December 17, 1998, its stock was trading on the "Pink Sheets" under the symbol of WDCP. The market maker for the Company is Herzog, Heine, Geduld, Inc. This activity is a result of the fact that the Company is no longer traded on the New York Stock Exchange. Patrick F. Graham, President and CEO of WorldCorp stated that "This is an interim measure while the Company works to be traded on the OTC Bulletin Board." As previously announced WorldCorp is concluding the restructuring of its convertible bond holdings. About WorldCorp: WorldCorp owns significant positions in companies that operate in three distinct business areas: InteliData (Nasdaq: INTD - news) is a pioneer and the proven leader in providing interactive home banking software to financial institutions. Twenty-three of the top 100 banks are customers. WorldCorp owns approximately 29% of InteliData and is its largest shareholder. World Airways (Nasdaq: WLDA - news) provides ACMI leases to commercial and military customers using MD-11 and DC-10 passenger and cargo aircraft. WorldCorp owns approximately 51% of World Airways. Paper Acquisition Corp. manufactures and sells specialty papers via facilities throughout the United States. WorldCorp owns 80% of WorldCorp Acquisition Corp., which owns 100% of Paper Acquisition Corp. Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: "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 WorldCorp's filings with the Securities and Exchange Commission (which reports are available from the Company upon request). These risks could cause WorldCorp's actual results for 1998 and beyond to differ materially from those expressed in any forward looking statements made by, or on behalf of, WorldCorp." -----END PRIVACY-ENHANCED MESSAGE-----