SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
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): August 19, 1998
WORLDCORP, INC.
(Exact name of registrant as specified in charter)
Delaware 1-5351 94-3040585
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
13873 Park Center Road, Suite 490, Herndon, Virginia 20171
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(703) 834-9200
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Item 4. Changes in Registrant's Certifying Accountants
KPMG Peat Marwick LLP was previously the principal accountants for WorldCorp,
Inc. On August 12, 1998 that firm resigned.
In connection with the audits of the two years ended December 31, 1997, and the
subsequent interim period through August 12, 1998, there were no disagreements
with KPMG Peat Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to their satisfaction would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of KPMG Peat Marwick LLP on the consolidated financial
statements of WorldCorp, Inc. and subsidiaries as of and for the years ended
December 31, 1997 and 1996, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified. However, KPMG Peat Marwick LLP's auditors'
report on the consolidated financial statements of WorldCorp, Inc. and
subsidiaries as of and for the years ended December 31, 1997 and 1996, contained
a separate paragraph stating that "as discussed in Note 2 to the consolidated
financial statements, in order to meet its debt service obligations for 1998,
the Company must obtain additional financing, refinance existing borrowings, or
obtain concessions from its lenders. These matters raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty."
<PAGE>
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Letter from KPMG Peat Marwick LLP
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
WORLDCORP, INC.
By:_/s/__Patrick F. Graham___
Patrick F. Graham
President and Chief Executive
Officer
Date: August 19, 1998
<PAGE>
Securities & Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for WorldCorp, Inc. and, under the date
of February 16, 1998, except at to Notes 2 and 23 which are as of April 20,
1998, we reported on the consolidated financial statements of WorldCorp, Inc.
and subsidiaries as of and for the years ended December 31, 1997 and 1996. On
August 12, 1998, we resigned. We have read WorldCorp, Inc.'s statements included
under Item 4 of its Form 8-K dated August 19, 1998 and we agree with such
statements.
Very truly yours,
KPMG Peat Marwick LLP
August 20, 1998
