SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
WORLD AIRWAYS, INC.
(Name of Issuer)
COMMON STOCK ($.001 PAR VALUE PER SHARE)
(Title of Class of Securities)
981424105
(CUSIP Number)
WorldCorp, Inc.
444 Madison Avenue, Suite 703
New York, NY 10022
Attention: Mark M. Feldman
Telephone No. 212-317-2500
Copy to:
Duane M. Morse
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
--------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 1998
----------------------------------
(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 the statement [ ]
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 981424105 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
WorldCorp, Inc. 94-3040585
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,483,861 shares consisting of 2,483,861 shares
owned of record by WorldCorp Acquisition Corp.,
PERSON a wholly owned subsidiary of WorldCorp, Inc.
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,483,861 shares consisting of 2,483,861 shares
owned of record by WorldCorp Acquisition Corp.,
a wholly owned subsidiary of WorldCorp, Inc.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,861 shares owned of record
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3%
14 TYPE OF REPORTING PERSON (See instructions)
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 981424105 Page 3 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
WorldCorp Acquisition Corp. 54-1922898
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See instructions)
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,483,861 shares consisting of 2,483,861 shares
owned of record by WorldCorp Acquisition Corp.,
PERSON a wholly owned subsidiary of WorldCorp, Inc.
WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,483,861 shares consisting of 2,483,861 shares
owned of record by WorldCorp Acquisition Corp.,
a wholly owned subsidiary of WorldCorp, Inc.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,483,861 shares owned of record
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.3
14 TYPE OF REPORTING PERSON (See instructions)
HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 981424105 Page 4 of 6 Pages
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SCHEDULE 13D
This Amendment No. 3 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 and as further amended by Amendment No. 2 to Schedule 13D dated
October 1, 1997 (as amended, the "Schedule 13D"), filed by WorldCorp, Inc., a
Delaware corporation 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 2. Identity and Background
Item 2 is hereby amended in its entirety to read as follows:
This statement is filed by WorldCorp Acquisition Corp. ("Acquisition"),
a Delaware corporation that is a wholly owned subsidiary of WorldCorp, Inc.
("WorldCorp" and together with Acquisition the "Reporting Person"). WorldCorp
was organized in March 1987 to serve as the holding company for World Airways,
Inc., a Delaware corporation. The Reporting Person owns approximately 38.3% of
the outstanding shares of the Issuer. Acquisition's principal place of business
and principal executive offices are located at 444 Madison Avenue, Suite 703,
New York, NY 10022.
The (a) name, (b) residence or business address and (c) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted
of each executive officer and director of the Reporting Person are set forth in
Exhibit 1 hereto, which Exhibit is incorporated herein by reference. To the best
knowledge of the Reporting Person, each such executive officer and director is a
citizen of the United States.
During the last five years, neither the Reporting Person, nor, to the
best of its knowledge, any executive officer or director of the Reporting Person
has (a) been convicted in any criminal proceeding (excluding traffic violations
or similar misdemeanors), or (b) been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
which proceedings such person was or is subject to a judgment, decree or final
order enjoining future violations or, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby amended in its entirety to read as follows:
The Reporting Person is in the process of liquidating under Chapter 11
of the United States Bankruptcy Code. Its bankruptcy case is pending in the
United States Bankruptcy Court for the District of Delaware (Case No. 99-298
(MFW)). In furtherance of that liquidation, the Reporting Person plans to sell
or otherwise dispose of its remaining shares of common stock of World Airways in
compliance with applicable securities laws.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended in its entirety to read as follows:
On April 20, 1998, WorldCorp transferred 3,702,586 shares of common
stock of World Airways to WorldCorp Acquisition Corp., then an 80% subsidiary of
WorldCorp. On June 25, 1998, World Airways, in its capacity as a secured
creditor of WorldCorp, purchased 150,000 of the shares for a credit against its
debt equal to $4.55 per share. On August 13, 1999, World Airways purchased an
additional 1,068,725 shares for a credit against its remaining debt equal to
$1.56 per share. WorldCorp currently owns 2,483,861 shares of common stock of
World Airways, which is equivalent to approximately 38.32% of the outstanding
stock of World Airways as reported in its most recently quarterly report on Form
10-Q.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect\
to Securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Directors and Executive Officers of Acquisition.
<PAGE>
USIP No. 981424105 Page 5 of 5 Pages
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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 ACQUISITION CORP., AND WORLDCORP, INC.
/s/ Mark M. Feldman
-----------------------------------
Date: February 15, 2000 By: Mark M. Feldman
President and Chief Executive Officer
<PAGE>
EXHIBIT 1
WORLDCORP ACQUISITION CORP.
Principal
Occupation
If Different
Name Title from Title
- ------ ------ ------------
Mark M. Feldman Director, President and --
WorldCorp, Inc. Chief Executive Officer
444 Madison Avenue
Suite 703
New York, NY 10022
W. Joseph Dryer Secretary and Treasurer --
WorldCorp, Inc.
444 Madison Avenue
Suite 703
New York, NY 10022
WORLDCORP, INC.
Principal
Occupation
If Different
Name Title from Title
- ------ ------ ------------
Mark M. Feldman Director, President and --
WorldCorp, Inc. Chief Executive Officer
444 Madison Avenue
Suite 703
New York, NY 10022
W. Joseph Dryer Director, Secretary and --
WorldCorp, Inc. Treasurer
444 Madison Avenue
Suite 703
New York, NY 10022
