SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WORLD AIRWAYS, INC.
(Name of Issuer)
COMMON STOCK
($.001 par value per share)
(Title of class of securities)
98142H105
(CUSIP NUMBER)
WorldCorp, Inc.
The Hallmark Building
13873 Park Center
Herndon, Virginia 22071
Attention: Andrew M. Paalborg
Telephone No. 703-834-9410
(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
March 21, 1996
(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 6 Pages
Exhibit Index appears on page 5
<PAGE>
CUSIP NO. 98142h105 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
WorldCorp, Inc.
94-3040585
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,110,064
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,990,000
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,110,064
PERSON WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,110,064
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59.3%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This Amendment No. 1 amends and supplements the statement on
Schedule 13D dated October 12, 1995 filed by WorldCorp, Inc., a
Delaware corporation (the "Reporting Person"), relating to the
shares of common stock, $.001 par value per share (the "Common
Stock") of World Airways, Inc., a Delaware corporation (the
"Issuer"). Capitalized terms used herein without definition have
the same meaning as those ascribed to them in the initial
filing.
Item 4. Purpose of Transaction
On March 21, 1996 the Issuer issued a press release stating
that it was actively exploring with the Reporting Person the
feasibility of employee initiatives to purchase a substantial
portion of Reporting Person's ownership position in the Issuer.
The announcement also reported that in addition to employee
initiatives, the Reporting Person is evaluating the feasibility
of a spinoff of its interest in the Issuer or a disposition to a
third party. A copy of this press release is attached hereto as
Exhibit 5 and incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 5 World Airways, Inc. Press Release dated March 21,
1996
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<PAGE>
SIGNATURE
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: April 4, 1996 By: /s/ T. Coleman Andrews III
Name: T. Coleman Andrews III
Title: CEO
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5 World Airways, Inc. Press Release dated March 21,
1996
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<PAGE>
Exhibit 5
CONTACT: Doug Poretz
Investor Relations
(703) 506-1778
FOR IMMEDIATE RELEASE
March 21, 1996
9:00 A.M.
WORLD AIRWAYS CONSIDERING EMPLOYEE OWNERSHIP
WASHINGTON DULLES INTERNATIONAL AIRPORT -- March 21, 1996 --
World Airways, Inc. (Nasdaq: WLDA) announced today that it was
actively exploring with its parent WorldCorp (NYSE: WOA) the
feasibility of employee initiatives to purchase a substantial
portion of WorldCorp's ownership position in World Airways.
WorldCorp currently owns 59.3% of World Airways' outstanding
common stock. An additional 16.6% of World Airways' common stock
is owned by MHS Berhad, a Malaysian strategic investor.
As previously announced by WorldCorp, the managements of
both companies have been working together and with the assistance
of outside advisors to explore ways to maximize value for the
shareholders of each company. In addition to employee
initiatives, WorldCorp is evaluating the feasibility of a spinoff
of its interest in World Airways or a disposition to a third
party.
Charles W. Pollard, President and CEO of World Airways, said
that although the discussions are "a top priority," he could not
predict if and when any subsequent announcement might be made.
"We do believe that appropriately structured employee ownership
providing both union and non-union employees with a direct
interest in the success of the airline would lead to substantial
benefits for employees and shareholders alike," he said.
World Airways provides worldwide passenger and cargo air
transportation to major international airlines, the U.S. Air
Force and international tour operators with a fleet of MD-
11 and DC 10-30 aircraft. The carrier is owned 59% by WorldCorp
(NYSE: WOA), 17% by MHS Berhad (KLSE: MHS), a Malaysian strategic
investor, and 24% by public investors.
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 the Company's filings with the Securities and
Exchange Commission.
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