First Financial Management corp said ithas offered to acquire Comdata Network Inc for 18 dlrs per
share in cash and stock, or a total of about 342.7 mln dlrs.
    The company said for each Comdata share it would exchange
half a First Data share and enough cash to bring the total
value up to 18 dlrs per share, provided that the market price
of First Financial stock were not less than 28 dlrs per share.
    It said the cash payment would be based on the average
market price of First Financial during a period shortly before
closing.
    First Financial said it would not pursue the offer if
Comdata's board rejected it.  Comdata has already agreed to be
acquired by a partnership for either 15 dlrs a share in cash or
at least 10 dlrs in cash and uniuts of securities.
    The partnership that made the first offer for Comdata was
Welsh, Carson, Anderson and Stowe.  Comdata had previously
entered into an agreement, which collapsed, for a repurchase of
six mln shares at 14.50 dlrs each and for the sale of one mln
shares by a director to &lt;Mason Best Co>. Mason Best already
owns 1,800,000 Comdata shares.
    A group led by &lt;Rosewood Financial Inc> has also disclosed
ownership of 6.2 pct of Comdata's 19.0 mln shares outstanding
and said it might seek to increase its interest to over 15 pct.
    The company said Comdata shareholder approval would also be
required for its proposal.
 Reuter
