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) July 15, 1999
WorldCorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-5351 94-3040585
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(State or Other Jurisdiction (Commission (I.R.S.
Employer of Incorporation) File Number) Identification No.)
13873 Park Center Road, Suite 490 Herndon, Virginia 20171
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (703) 834-9223
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 3. Bankruptcy or Receivership
On July 2, 1999 (the "Petition Date"), WorldCorp's 80%-owned subsidiary,
WorldCorp Acquisition Corp. ("Acquisition") filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. Section
101, et seq. (the "Bankruptcy Code"). Acquisition's Chapter 11 case (No. 99-2582
(MFW)) has been consolidated for purposes of administration with In re
WorldCorp, Inc., Case No. 99-298 (MFW) (Bankr. D. Del.), which was filed
February 12, 1999 and is currently pending in the Bankruptcy Court for the
District of Delaware. No trustee or examiner has been appointed in either case.
Any plan of reorganization is expected to provide for a restructuring of
indebtedness of both corporations.
Acquisition, a Delaware corporation, is a holding company. Acquisition
owns interests in World Airways, Inc., ("World Airways") a provider of air
transport outsourcing services; and The Atlas Companies, Inc., formerly known
as Paper Acquisition Corp. ("Atlas"), a maker of specialty papers. WorldCorp
has guaranteed certain indebtedness of Acquisition and has granted liens on
certain of its assets to secure that guarantee. In addition, Acquisition has
granted liens on certain of its assets to secure obligations of WorldCorp.
WorldCorp's assets consist primarily of 80% of the stock of Acquisition and
approximately 28% of the stock of InteliData Technologies Corporation
("InteliData"), a publicly traded marketer of telecommunications products and
services.
WorldCorp filed its Chapter 11 petition on February 12, 1999, together
with a proposed plan of reorganization that had been prenegotiated with
representatives of its various creditor constituencies and an accompanying
disclosure statement. On March 21, 1999, WorldCorp proposed a First Amended Plan
of Reorganization in an attempt to deal with objections raised by holders of
WorldCorp's 10% Senior Notes due September 30, 2000 ("Senior Notes").
Subsequently, most of the Senior Notes were purchased by Rothschild Recovery
Fund, L.P., ("RRF"), the holder of the largest amount of WorldCorp's 7%
convertible Subordinated Debentures due 2004 ("Debentures"). Both the original
proposed plan of reorganization and the proposed First Amended Plan contemplated
a restructuring of the obligations of both WorldCorp and Acquisition.
Acquisition and RRF were proponents of both plans.
On July 9, 1999, WorldCorp and Acquisition entered into a proposed
settlement with World Airways, a 49%-owned subsidiary of Acquisition that is
also a creditor of WorldCorp. The settlement, which is subject to Bankruptcy
Court approval, contemplates the transfer of Airways shares to Airways in
satisfaction of its claims against WorldCorp and the sale to Airways or its
designated buyer for cash of additional Airways shares owned by Acquisition. The
Acquisition Chapter 11 case was filed in preparation for seeking approval of and
implementing the proposed settlement with Airways.
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On July 14, 1999, WorldCorp and Acquisition filed a lawsuit in the
Bankruptcy Court against Sun Paper Advisors, Inc., Sun Capital Partners, Inc.
and the following companies: Sun Paper Limited Partnership, Frye Acquisition
Partners, Beacon Hill Financial Investment Partners I Limited Partnership,
Transcom Investments N.V., Mabufin N.V., Indofin N.V., and Philip Roman &
Company (these companies collectively referred to as the "Paper Shareholders")
for recovery of property transferred and the avoidance of obligations incurred
and liens granted to Sun Advisors, Sun Capital and the Paper Shareholders in
connection with the acquisition of Atlas in April 1998. WorldCorp and
Acquisition seek a complete rescission of this transaction such that WorldCorp
and the Paper Shareholders will be restored to full ownership of their original
assets, and all liabilities, obligations and liens incurred by WorldCorp in the
transactions will be canceled. Additionally, WorldCorp seeks damages, including
compensation for the loss of value of WorldCorp's assets since April 20, 1998.
Item 5.
Pursuant to a settlement agreement with RRF that was approved by the
Bankruptcy Court on June 17, 1999, Patrick F. Graham resigned as an officer and
director of WorldCorp and Acquisition as of that date. Subsequently, on June 28,
1999, Mark Feldman replaced Mr. Graham as a director of WorldCorp and
Acquisition and was also appointed President and Chief Executive Officer of
WorldCorp and Acquisition. Acquisition has retained Mr. Joseph Dryer as its
Corporate Secretary and Treasurer.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Registrant: WorldCorp, Inc.
By: /s/ Mark M. Feldman
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Name: Mark M. Feldman
Title: Director, President and
Chief Executive Officer
Dated: July 15, 1999
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