Comdata announces completion of preferred stock conversion.

BRENTWOOD, Tenn.--(BUSINESS WIRE)--Oct. 30, 1995--Comdata Holdings Corporation announced today that the automatic conversion of all of its outstanding shares of convertible preferred stock into approximately 19.025 million shares of Comdata common stock was completed on Oct. 25, 1995.

Comdata mailed a notice on Sept. 25, 1995, causing the automatic conversion in accordance with the charter documents pursuant to which the preferred stock was issued.

The Comdata preferred stock had been accruing stock dividends on a daily basis in kind (by additions to the share's liquidation value), thereby continually increasing the number of shares of Comdata common stock into which the shares of preferred stock were convertible. The conversion on Oct. 25, 1995 stopped this accretion, which had been increasing the number of Comdata fully diluted shares at the rate of approximately 7 percent per year. The conversion will not change Comdata's previously announced Merger Agreement with Ceridian Corp., but will have the effect, as a result of the termination of the dividend accretion on the Comdata preferred stock prior to the consummation of the merger, of reducing -- by what is estimated will be approximately 135,000 shares -- the number of shares of Ceridian common stock that otherwise would have been issued in the merger.

Comdata is a leading provider of transaction processing services to the trucking and gaming industries. Comdata serves the transportation industry by assisting trucking companies and truckstops with data-intensive operations, such as funds transfer, fuel purchase, and permits. Cash advance services from Comdata are available at most gaming locations nationwide. Comdata Holdings Corporation common stock trades on the NASDAQ National Market System under the symbol CMDT.

CONTACT: Comdata Holdings Corp.

Dennis R. Hanson, CFO, 615/370-7782

or

Ludgate Communications

Kristin Anderson, 212/688-7647