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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. *)
World Airways, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
98142H105
(CUSIP Number)
May 10, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/___/ Rule 13d-1(b)
/XX / Rule 13d-1(c)
/___/ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 7
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CUSIP No. 98142H105 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lonestar Partners, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/XX/
(b)/ /
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3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 561,076
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------
8 SHARED DISPOSITIVE POWER
561,076
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
561,076
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
PN
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CUSIP No. 98142H105 Page 3 of 7 Pages
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1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jerome L. Simon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)/XX/
(b)/ /
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 561,076
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------
8 SHARED DISPOSITIVE POWER
561,076
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
561,076
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4%
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12 TYPE OF REPORTING PERSON (See Instructions)
IA and IN
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CUSIP No. 98142H105 13G Page 4 of 7 Pages
ITEM 1.
(a) The name of the issuer is World Airways, Inc.
(the "Issuer").
(b) The principal executive office of the Issuer is located at
13873 Park Center Road, Suite 490, Herndon, VA 20171.
ITEM 2.
(a) The names of the persons filing this statement are Jerome L.
Simon ("Simon") and Lonestar Partners, L.P., a Delaware
limited partnership ("Lonestar") (collectively, the "Filers").
(b) The principal business office of the Filers is located at
735 Montgomery Street, Suite 400, San Francisco, CA 94111.
(c) See Item 4 of the cover sheet for each Filer. Simon is the
investment adviser to and general partner of Lonestar, which
is an investment limited partnership.
(d) This statement relates to shares of common stock of the Issuer
(the "Stock").
(e) The CUSIP number of the Stock is 98142H105.
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CUSIP No. 98142H105 13G Page 5 of 7 Pages
ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) ___ Broker or dealer registered under section 15 of the Act (15
U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) ___ Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) ___ A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-1(b)(1)(ii)(J)
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CUSIP No. 98142H105 13G Page 6 of 7 Pages
ITEM 4. OWNERSHIP
See Items 5-9 and 11 on the cover sheet for each Filer.
The Stock beneficially owned by the Filers includes 460,676 shares of Stock
receivable on conversion of Convertible Debentures beneficially owned by
the Filers.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following /___/.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
The Filers include (1) Simon, an investment adviser, whose client,
Lonestar, has the right to receive or the power to direct the dividends
from, or the proceeds from the sale of, the Stock and (2) such client that
is the beneficial owner of more than five percent of the class of Stock.
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CUSIP No. 98142H105 13G Page 7 of 7 Pages
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
See Item 2 of this Schedule.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: May 19, 1999
LONESTAR PARTNERS, L.P.
By: /s/ Jerome L. Simon /s/ Jerome L. Simon
Jerome L. Simon Jerome L. Simon
General Partner
CJR/4355/003/1045917
