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: May 30, 2000
WORLDCORP, INC.
--------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-5351 94-3040585
--------------------------------------------------------------------------------
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER)
ORGANIZATION)
5068 W. PLANO PARKWAY
SUITE 300
PLANO, TX 75093
(972) 381-4255
--------------------------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
13873 PARK CENTER ROAD
SUITE 490
HERNDON, VA 20171
444 MADISON AVENUE
SUITE 703
NEW YORK, NY 10022
--------------------------------------------------------------------------------
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
As previously reported on Form 8-K filed February 23, 1999, WorldCorp,
Inc. (`WorldCorp") filed a voluntary petition under Chapter 11 of the United
States Bankruptcy Code, Case No. 99-0298(MFW) in the United States Bankruptcy
Court for the District of Delaware (the "Court") on February 12, 1999. As
previously reported on Form 8-K filed July 16, 1999, WorldCorp's subsidiary
WorldCorp Acquisition Corp. ("Acquisition") filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code, Case No. 99-2582(MFW) in the
Court on July 2, 1999. The two Chapter 11 cases were consolidated for purposes
of administration. On May 23, 2000, the Court confirmed pursuant to an order
(the "Confirmation Order") the First Amended Joint Liquidating Plan of
Reorganization of WorldCorp, Inc. and WorldCorp Acquisition Corp ("Plan"). The
Plan and Confirmation Order are attached hereto as Exhibits 99.1 and 99.2 and
are incorporated herein by reference. Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the
Confirmation Order and/or the Plan. The Plan was substantially consummated on
May 24, 2000, which is the Effective Date.
The following is a summary of the material features of the Plan as
implemented on the Effective Date:
o All of the assets and liabilities of WorldCorp and Acquisition
(the "Debtors") were consolidated for purposes of making
distributions to creditors under the Plan.
o On the Effective Date, the Liquidating Agent used the Debtors'
cash to pay or provide for the future payment in full of
Administrative Claims, Priority Tax Claims, operating and
liquidation expenses, and Claims in Classes 1 and 2.
o The Debtors' remaining cash and Airways Shares, which are referred
to in the Plan as the Effective Date Remaining Assets, were then
allocated on a pro rata basis between Class 5 General Unsecured
Claims on one hand and Class 3 Senior Notes Claims and Class 4
Debentures Claims on the other hand.
<PAGE>
o The cash allocated to the Class 5 General Unsecured Claims was
distributed to those creditors on the Effective Date, and the
Airways Shares allocated to them are being held for future
distribution, sale or other disposition for their benefit.
o The Liquidating Agent used the cash allocated to the Class 3
Senior Notes Claims and the Class 4 Debenture Claims to pay the
Senior Notes Claims in full, including pre- and post-petition
interest at 10% on the Senior Notes and fees of the Senior Notes
Trustee accruing through the Effective Date.
o The fees and expenses of the Debenture Trustee were paid in cash.
o All remaining cash allocated to the Class 3 Senior Notes Claims
and the Class 4 Debentures Claims was distributed to the holders
of Class 4 Debenture Claims. The Airways Shares that were
allocated to the Class 3 Senior Notes Claims and the Class 4
Debenture Claims are being held for future distribution, sale or
other disposition for their benefit.
o All assets (including the Airways Shares) that were not
distributed to creditors on the Effective Date are being held by
WorldCorp in its capacity as the Liquidating Entity.
o The liquidation of any remaining assets and final distributions
to creditors after the Effective Date are being handled by a
Liquidating Agent supervised by three creditor representatives
comprising the Liquidating Committee. The Liquidating Agent will
administer the operating and claims reserves created under the
Plan, have the power to sell or distribute Airways Shares that
are assets of the Liquidating Entity, prosecute or settle any
pending legal claims, and make a final distribution to creditors
in accordance with their interests. The Liquidating Agent will
also file final tax returns, provide for storage of records,
dissolve the Debtors, and file a final report with the Bankruptcy
Court.
o On the Effective Date, Gordon McCormick, Wilbur L. Ross, Jr. and
Thomas Siering, who are the members of the Liquidating Committee,
became the directors of WorldCorp and Acquisition, and W. Joseph
Dryer became the Liquidating Agent and sole officer of WorldCorp
and Acquisition. Also on the Effective Date, pursuant to the
Confirmation Order, W. Joseph Dryer and Robert LeBuhn resigned as
directors of WorldCorp and Mark M. Feldman resigned as a director
of WorldCorp, Acquisition and World Airways, Inc. Wilbur L. Ross,
Jr. and Gordon McCormick will continue as directors of World
Airways, Inc. until the Airways shares are sold or distributed.
o The Airways Shares have been registered under the Securities Act
of 1933 for sale or distribution to holders of Class 4 Debenture
Claims and holders of Class 5 General Unsecured Claims. The
Liquidating Agent and the Liquidating Committee expect to
distribute the Airways Shares to those holders promptly, but are
not required by the Plan to do so and have the power instead to
sell the Airways Shares and distribute cash proceeds. Any such
sale or distribution will be made in accordance with all
applicable securities laws.
o On the first business day after the Effective Date, all
outstanding shares of stock in WorldCorp were automatically
canceled in accordance with the terms of the Plan and the
Confirmation Order. Former shareholders of WorldCorp received no
distribution under the Plan and will retain no interest in the
Debtors or their assets. As of April 29, 1998, the latest date
for which such information is available, there were 13,883,245
shares of common stock of WorldCorp issued and outstanding.
Following the cancellation of the outstanding shares, all shares
of stock in WorldCorp are held by the members of the Liquidating
Committee in their capacities as representatives of the
creditors. These shares will be canceled when WorldCorp is
dissolved at the conclusion of the liquidation process pursuant
to the Plan.
o As of May 22, 2000, the latest date for which such information is
available, the Debtors had assets valued at approximately
$59,620,500 (consisting almost entirely of $58,620,490.80 of cash
and 1,895,501 Airways Shares) and liabilities totaling
approximately $78,963,300.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit
Number Description
--------------------------------------------------------------------------------
99.1 First Amended Joint Liquidating Plan of Reorganization
of WorldCorp, Inc. and WorldCorp Acquisition Corp.
99.2 Order Confirming the First Amended Liquidating Plan of
Reorganization of WorldCorp, Inc. and WorldCorp
Acquisition Corp.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
WORLDCORP, INC.
Date: May 30, 2000 By: /s/ W. Joseph Dryer
---------------------------------
W. Joseph Dryer
President and Liquidating Agent
