COMDATA &lt;CDN> IN MERGER AGREEMENT

  Comdata Network Inc said
  it has entered into a letter of intent with a limited
  partnership managed by Welsh, Carson, Anderson and Stowe (WCAS)
  to merge Comdata into a corproration to be formed by WCAS.
      Comdata said in the merger each share of the company's
  stock would be converted at the holders election into either 15
  dlrs in cash or a combination of 10 dlrs in cash and a unit of
  securities including common stock.
      Comdata said the terms are subject to the condition that
  WCAS' affiliate investors would own a minimum of 60 pct of the
  fully diluted stock of the new entity.
      Comdata said WCAS and its affiliate investors would commit
  50 mln dlrs to buy the securities comprising the new entities
  units of securities resulting from the merger in the same
  proportions and at the same price as the company shareholders.
      Comdata said the move is subject to execution of definitive
  agreement and approval by Comdata shareholders as well as
  obtaining up to 200 mln dlrs in debt financing.
      WCAS told Comdata it believes that it can get commitments
  for this financing.
  

