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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 6, 1995
WORLDCORP, INC.
(Exact name of registrant as specified in charter)
Virginia 1-5351 94-3040585
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
13873 Park Center Road, Suite 490, Harndon, Virginia 22701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 834-9200
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Item 5. Other Events
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This Current Report on Form 8-K is being filed in order to file as an
exhibit a press release issued on April 6, 1995, by WorldCorp, Inc. (the
"Company") announcing that its majority owned subsidiary US Order, Inc. ("US
Order") had filed a registration statement on Form S-1 with the Securities and
Exchange Commission to register 3,500,000 shares of US Order's common stock, of
which 2,800,000 are to be offered by US Order and 700,000 are to be offered by
the Company. The Company's press release states that it will use the proceeds
from the sale of its US Order common stock to reduce debt.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1994, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WORLDCORP, INC.
Date: April 10, 1995 By: _____________________________________
T. Coleman Andrews, III
President and Chief
Executive Officer
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INDEX TO EXHIBITS
99.1 Press release dated April 6, 1995.
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CONTACT: T. Coleman Andrews
Chief Executive Officer & President
(703)834-9201
or
Doug Poretz
(703)506-1778
FOR IMMEDIATE RELEASE
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April 7, 1995
WORLDCORP TO OFFER EQUITY CARVE-OUT OF US ORDER SHARES
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S-1 Registration Statement Filed
HERNDON, VIRGINIA, APRIL 7, 1995 - WorldCorp (NYSE:WOA) announced that its
majority-owned subsidiary, US Order, Inc., yesterday filed with the Securities
and Exchange Commission a registration statement on Form S-1 to register
3,500,000 shares (exclusive of the underwriters' over-allotment option) of US
Order's common stock, par value $.001 per share. Of the 3,500,000 shares to be
registered, 2,800,000 are being issued and sold by US Order, and 700,000 shares
are being sold by WorldCorp. If the sale is successfully completed, WorldCorp,
which currently owns 89% of US Order shares, would use proceeds from the sale to
reduce debt and would own 67% of US Order after a completed offering.
Approximately 14.6 million shares of US Order common stock will be outstanding
after the offering.
US Order announced that Salomon Brothers Inc., First Albany Corporation and
L.H. Friend, Weinress, Frankson & Presson, Inc. will be the managing
underwriters. Sales to the public are anticipated to commence in mid-June 1995.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This release does not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such State.
A written prospectus relating to the offering may be obtained by writing to
Alex Valentin, Salomon Brothers Inc., 140 58th Street, Brooklyn, New York 11220
or by telephoning Salomon Brothers, Inc. at (718)567-2246.
WorldCorp owns majority positions in companies that operate in two distinct
business areas: transaction processing (through US Order), and air
transportation (through World Airways). Knight Ridder (NYSE:KRI) is an equity
investor in US Order. MHS Berhad of Malaysia (KLSE:MHS) is an equity investor in
World Airways.
