SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 2)
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 20171
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, Esq.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219
September 18, 1997
(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 [ ].
Page 1 of 6 Pages
Exhibit Index appears on page 5
<PAGE>
CUSIP NO. 98142H105 13D Page 2 of 6 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
3,702,586
SHARES
8 SHARED VOTING POWER
BENEFICIALLY 1,990,000
OWNED BY 9 SOLE DISPOSITIVE POWER
3,702,586
EACH
10 SHARED DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,702,586
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
X
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This Amendment No. 2 amends and supplements the statement on
Schedule 13D dated October 12, 1995, as amended by Amendment No.
1 to Schedule 13D, dated March 21, 1996 (as amended, the
"Schedule 13D"), 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 Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
On September 18, 1997, the Reporting Person consummated the
sale of 3,227,000 shares (the "Shares") of common stock of World
Airways, Inc. ("World Airways") to World Airways. The Shares
were purchased by World Airways for total consideration of $24.7
million or $7.65 per Share. Subsequent to this sale, WorldCorp
owns 3,702,586 Shares of the common stock of World Airways, or
46.3% of World Airways.
A copy of the press release announcing the completion of the
sale of the Shares is attached hereto as Exhibit 6 and is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 6 Press Release, dated September 18, 1997.
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<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certifies that the information set
forth in his statement is true, complete and correct.
WORLDCORP, INC.
Date: October 1, 1997 By: /s/ T. Coleman Andrews, III
T. Coleman Andrews, III
President
and Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
Exhibit
No. Description Page
6 Press Release, dated September 18, 1997 . . . . 6
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<PAGE>
Exhibit 6
WORLDCORP
CONTACT: Coleman Andrews
Chairman
(703) 834-9201 or
Doug Poretz
The Poretz Group
(703) 506-1778
FOR IMMEDIATE RELEASE
September 18, 1997
2:30 PM
WorldCorp Sells Shares in Subsidiary; Retires $15MM Bank Debt
HERNDON, VIRGINIA, September 18, 1997 -- WorldCorp (NYSE: WOA)
announced today that it has completed the sale of 3,227,000
shares of World Airways common stock. The shares were purchased
by World Airways for total consideration of $24.7MM or $7.65 per
share.
$15MM of proceeds from the share sale were used to retire a
senior secured bank note, and the balance of proceeds were added
to WorldCorp's working capital.
Subsequent to the sale, WorldCorp owns 3,702,000 shares of
World Airways stock, or 46% of the Company.
WorldCorp owns significant positions in companies that
operate in two distinct business areas.
InteliData develops and markets products and services for the
financial services and telecommunications industries.
InteliData's financial services products include bank branded
customers services, voice response systems and data translation
systems. Its telecommunications products include the Intelifone
smart telephone and a complete package of interactive
applications. Over 50 banks and telephone companies currently
use InteliData's products and services. WorldCorp owns
approximately 29% of InteliData.
World Airways provides ACMI leases to commercial and military
customers using MD-11 and DC-10 passenger and cargo aircraft.
WorldCorp owns approximately 46% of World Airways.
"Safe Harbor" statement under the Private Securities
Litigation Reform Act of 1995: 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 periodic
reports filed with the Securities and Exchange Commission (which
reports are available from the Company upon request). These
risks could cause the Company's actual results for 1997 and
beyond to differ materially from those expressed in any forward
looking statements made by, or on behalf of, the Company in this
release.
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