COMDATA &lt;CDN> ACCEPTS NEW WELSH CARSON BID

  Comdata Network Inc said it
  has entered into a definitive agreement to merge into a company
  formed by &lt;Welsh, Carson, Anderson and Stowe IV> for either
  16.50 dlrs in cash or 10.00 dlrs in cash and a unit of
  securities per Comdata share.
      The company said each unit of securities would consist of
  1.25 common shares in the new company and three dlrs principal
  amount of the new company's 11 pct subordinated debentures due
  1997.
      It said the 16.50 dlr cash alternative is an improvement
  over the 15.00 dlr per share price contemplated under an
  agreement in principle with Welsh Carson announced on March
  Five.
      Comdata said the cash and securities alternaitcve is
  subject to Welsh Carson-affiliated investors owning at least 60
  pct of the stock of the new company.
      The company said investment bankers &lt;Drexel Burnham Lambert
  Inc> and Alex. Brown and Sons Inc &lt;ABSB> found the proposal to
  be fair from a financial point of view.
      It said the transaction is subject to approval by its
  shareholders and to Welsh Carson obtaining up to 230 mln dlrs
  in debt financing. Comdata said it may terminate the agreement
  if financing is not arranged by April Three.
      On Thursday, First Financial Management Corp &lt;FFMC> offered
  to acquire Comdata for 18.00 dlrs per share in stock and cash,
  subject to approval by the Comdata board.
      Under the First Financial proposal, Comdata holders would
  receive no more than four dlrs per share in cash and could
  receive all stock.
      Comdata had originally planned a recapitalization under
  which it would have repurchased up to six mln common shares at
  14.50 dlrs each.
  

