Comdata Network Inc said ithas 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.
 Reuter
