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)
<PAGE> 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
<PAGE> 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
<PAGE> 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.
<PAGE> 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.
<PAGE> 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
<PAGE> 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
<PAGE> 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
