<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
WORLD AIRWAYS, INC.
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(Name of Issuer)
COMMON STOCK
($.001 par value per share)
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(Title of class of securities)
98142H105
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(CUSIP NUMBER)
WorldCorp, Inc.
The Hallmark Building
13873 Park Center
Herndon, Virginia 22071
Attention: Andrew M. Paalborg
Telephone No. 703-834-9410
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(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
October 12, 1995
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(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 9 Pages
Exhibit Index appears on page 8
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CUSIP NO. 98142h105 13D Page 2 of 9 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WorldCorp, Inc.
94-3040585
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 7,110,064
BENEFICIALLY ------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,990,000
REPORTING ------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
7,110,064
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,110,064
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.3%
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
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This Statement relates to the Common Stock, $.001 par value per share (the
"Common Stock"), of World Airways, Inc., a Delaware corporation (the "Issuer"),
having its principal offices at 13873 Park Center Road, Suite 490, Herndon,
Virginia 22071.
Item 2. Identity and Background
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This statement is filed by WorldCorp, Inc., a Delaware corporation (the
"Reporting Person") and directly relates to shares of Common Stock held by the
Reporting Person and indirectly relates shares of Common Stock held by MHS
Berhad, a Malaysian corporation ("MHS"). As described herein in Item 6, the
Reporting Person and MHS are parties to a Shareholder agreement under which the
Reporting Person is subject to voting obligations on certain matters. The
Reporting Person, however, does not affirm the existence of a group and
describes the relationship herein for the purpose of administrative precaution.
WorldCorp was organized in March 1987 to serve as the holding company for the
Issuer, which was organized in March 1948 and is the predecessor to WorldCorp.
The Reporting Person owns 59.3% of the outstanding shares of the Issuer. The
Reporting Person's principal place of business and principal executive offices
are located at 13873 Park Center Road, Suite 490, Herndon, Virginia 22071.
The (a) name, (b) residence or business address and (c) present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted of each
executive officer and director of the Reporting Person are set forth in Exhibit
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1 hereto, which exhibit is incorporated herein by reference. To the best
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knowledge of the Reporting Person, each such executive officer and director is a
citizen of the United States.
During the last five years, neither the Reporting Person, nor, to the best of
its knowledge, any executive officer or director of the Reporting Person, has
(a) been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of which
proceedings such person 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.
Item 3. Source and Amount of Funds or Other Consideration.
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As described in the Registration Statement (as hereinafter defined), since
1992, the Issuer has operated as a majority-owned subsidiary of WorldCorp. On
October 12, 1995, the Issuer completed an initial public offering of 2,900,000
shares of Common Stock, pursuant to which the Reporting Person sold 900,000
shares of Common Stock.
A registration statement covering the sales of those shares (Registration No.
33-95488) (as amended, the "Registration Statement"), attached hereto as Exhibit
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2, was filed with the Securities and Exchange Commission (the "Commission") by
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the Issuer on August
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8, 1995 and declared effective, on October 5, 1995. Subject to the terms and
conditions in the Underwriting Agreement, dated October 5, 1995 and attached
hereto as Exhibit 3, the Reporting Person became obligated to sell up to
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1,035,000 shares of the Common Stock in a public offering. This Schedule 13D
reflects the Reporting Person's ownership of 7,110,064 shares of Common Stock as
a result of the consummation of the initial public offering of 2,900,000 shares
of Common Stock by the Issuer.
Item 4. Purpose of Transaction.
----------------------
The Reporting Person owns approximately 59.3% of the outstanding Common Stock.
Accordingly, the Reporting Person will be in a position to influence the
policies and affairs of the Issuer. Except as limited by contractual provisions
with MHS (as described in Item 6 herein), the Reporting Person will be in a
position to control the outcome of substantially all issues submitted to the
Company's stockholders, including the election of all of the Company's Board of
Directors, adoption of amendments to the Company's Certificate of Incorporation
and approval of mergers or sales of the Company's assets. Under Delaware law,
the Reporting Person will be able to approve certain actions by written consent
without a meeting of the stockholders of the Issuer.
Except for any changes that have been effected and are described in the
Registration Statement and except as set forth above and below, neither the
Reporting Person, nor to the knowledge of such person, any executive officer or
director of the Reporting Person, has any plans or proposals which relate to or
would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy
of the Issuer;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
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(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) any action similar to those enumerated above.
Notwithstanding the foregoing, the Reporting Person may formulate plans or
proposals with respect to one or more of the foregoing in the future.
The Reporting Person and the executive officers and directors of the
Reporting Person reserve the right to purchase or sell additional shares of the
Common Stock, at any time, without further notice or prior amendment to this
Schedule 13D. The Reporting Person also reserves the right to change its
intentions with respect to any or all of the foregoing and its right to act
either alone or together with any other person or group.
Item 5. Interest in Securities of the Issuer.
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The Reporting Person beneficially owns 7,110,064 shares of Common Stock,
representing approximately 59.3% of the outstanding shares of Common Stock.
Except as described in Item 3 of this Schedule 13D and in the Registration
Statement, the Reporting Person has not had any transactions in the Common Stock
within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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MHS beneficially owns 1,990,000 shares of Common Stock. Under a
shareholders agreement between the Issuer, the Reporting Person and MHS (the
"Shareholders Agreement"), the Reporting Person is subject to certain limited
obligations relating to the voting of its shares of Common Stock. The
Shareholders Agreement provides that (i) WorldCorp will vote its shares of
Common Stock to elect the number of directors nominated by MHS that represent
MHS' proportionate interest in the Company (not less than two directors), (ii)
the Company will declare and distribute all dividends properly payable, subject
to the requirements of law and general overall financial prudence, and (iii) the
Board of Directors will hold Board meetings only if a director nominated by MHS
is present and will not approve a sale of substantially all of the business of
the Company, transactions not in the ordinary course of the air transportation
business in excess of $500,000, the winding up of the business, the appointment
of outside auditors, or the appointment of committees of the Board of Directors
or the delegation of authority to such committees, without the consent of MHS,
or the directors nominated by MHS. WorldCorp-nominated directors must abstain
from voting on certain transactions in which WorldCorp or its affiliates have a
beneficial
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interest. The Shareholders Agreement terminates if either WorldCorp's or MHS'
ownership interest falls below 5% of the outstanding capital stock of the
Company.
In addition, under the Shareholders Agreement, MHS agreed not to transfer,
sell or pledge any of its shares of Common Stock prior to February 28, 1997
without the prior written consent of WorldCorp. WorldCorp has agreed with the
Underwriters that WorldCorp will not consent to any sale, transfer or pledge by
MHS of any shares of Common Stock of the Company for a period of 270 days after
the date of this Prospectus. Also, if without the prior written consent of MHS:
(1) the Company sells all or substantially all of its business; or (2) the
Company fundamentally changes its line of business, then MHS has the option to
(a) sell or transfer all or a portion of its shares to a third party prior to
February 28, 1997; and/or (b) require WorldCorp to purchase all or part of MHS'
shares at fair market value. Fair market value is defined to be not less than
the aggregate of the costs borne by MHS in acquiring and holding its shares of
Common Stock. The Shareholders Agreement also provides that if WorldCorp's
ownership interest in the Company falls below 51% of the outstanding shares of
Common Stock, then MHS may either sell its shares to a third party or require
WorldCorp to sell a pro rata number of shares held by MHS to the party
purchasing WorldCorp's shares. The Shareholders Agreement also grants MHS a
right of first refusal to purchase shares of Common Stock issued by the Company
or sold by WorldCorp and to purchase additional shares of Common Stock to
maintain its ownership percentage in the Company which rights have been waived
by MHS in connection with the Offering.
Additionally, reference is made to the Registration Statement and to the
Underwriting Agreement pursuant to which a payment of $10,462,500 was made to
the Reporting Person for the 900,000 shares of Common Stock sold to the public
upon consummation of the offering on October 12, 1995.
The Reporting Person has agreed that, without the prior written consent of
the Underwriters, it will not transfer, sell, cause the sale or other
disposition of or contract to transfer, sell or otherwise dispose of, directly
or indirectly, or file with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended, to register
any shares of the Issuer's capital stock or any securities convertible or
exchangeable into shares of capital stock of the Company during the 270 days
following the effective date of the Registration Statement.
Other than the MHS Agreement and Underwriting Agreement and except as
described in the Registration Statement, neither the Reporting Person, nor, to
the best of its knowledge, any of the executive officers or directors of the
Reporting Person, is a party to any contract, arrangement, understanding or
relationship regarding the transfer or voting of securities, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or losses, or the giving or withholding or proxies,
with any person with respect to any securities of the Issuer.
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Item 7. Material to be Filed as Exhibits.
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Exhibit 1 Directors and Executive Officers of the Reporting Persons.
Exhibit 2 Registration Statement on Form S-1 (Incorporated herein by
reference to Registration Statement on Form S-1, as amended, (No.
33-95488) filed with the Commission on August 8, 1995).
Exhibit 3 Underwriting Agreement. (Incorporated herein by reference to
Exhibit 1.1 to Registration Statement on Form S-1, as amended,
(No. 33-95488) filed with the Commission on August 8, 1995).
Exhibit 4 Shareholders Agreement. (Incorporated herein by reference to
Exhibit 10.25 to Registration Statement on Form S-1, as amended.
(No. 33-95488) filed with the Commission on August 8, 1995).
Exhibit 5 Amendment No. 1 to Shareholders Agreement (Incorporated herein by
reference to Exhibit 10.26 to Registration Statement on Form S-1,
as amended, (No. 33-95488) filed with the Commission on August 8,
1995).
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SIGNATURE
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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: October 23, 1995 By: /s/ Andrew Paalborg
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Name:
Title:
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
1 Directors and Executive Officers of the
Reporting Person..............................
</TABLE>
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<PAGE>
Exhibit 1
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WORLDCORP, INC.
<TABLE>
<CAPTION>
Principal Occupation
Name Title If Different From Title
- ---- ----- -----------------------
<S> <C> <C>
T. Coleman Andrews, III Chief Executive Officer --
WorldCorp, Inc. and President of
13873 Park Center Road #490 WorldCorp, Inc.,
Herndon, Virginia 22071 Director
John C. Backus Director, WorldCorp, Inc. President and Chief
US Order, Inc. Operating Officer
13873 Park Center Road #353 of US Order, Inc.
Herndon, Virginia 22071
James E. Colburn Director, WorldCorp, Inc. Consultant, Aviation
5675 So. Yosemite #222 Consulting, Inc.
Denver, Colorado 80237
William F. Gorog Chairman of the Board, Chairman and Chief Executive
WorldCorp, Inc. WorldCorp, Inc. Officer US Order, Inc.
13873 Park Center Road #490
Herndon, Virginia 22071
Patrick F. Graham Director, WorldCorp, Inc. Director, Bain & Company, Inc.
Bain & Company, Inc.
2 Copley Place
Boston, Massachusetts
02117-0897
Andrew M. Paalborg Vice President and General --
WorldCorp, Inc. Counsel of WorldCorp, Inc.
13873 Park Center Road #490
Herndon, Virginia 22071
Charles W. Pollard Director, WorldCorp, Inc. President, World Airways
WorldCorp, Inc.
13873 Park Center Road #490
Herndon, Virginia 22071
Geoffrey S. Rehnert Director, WorldCorp, Inc. Partner, Bain Capital, Inc.
Bain Capital
2 Copley Place
Boston, Massachusetts 02116
Jack F. Kemp Director, WorldCorp, Inc. Co-Director of Empower America
Empower America
1776 Eye Street, NW
Washington, D.C. 20006
</TABLE>
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