Comdata converts preferred stock.

BRENTWOOD, Tenn.--(BUSINESS WIRE)--Sept. 25, 1995--Comdata Holdings Corporation announced today that it is mailing a notice to all holders of its outstanding shares of preferred stock, consisting of approximately 558,970 shares of Series B Convertible Preferred Stock and 247,975 shares of Series C Convertible Preferred Stock, which will automatically cause the conversion of such shares on October 25, 1995 into approximately 19 million shares of Comdata's common stock.

Under the relevant charter documents pursuant to which this preferred stock was issued, Comdata became entitled to mail the notice and require the conversion as a result of its common stock having recently reached and maintained for certain stated time periods certain specified trading price and volume levels. The conversion of the preferred stock will be on the same basis as holders of preferred stock currently have a discretionary right to convert, namely, each share of preferred stock will be converted into a number of shares of common stock equal to the liquidation value of such preferred share divided by the then-current conversion price applicable to such series of preferred stock.

The Comdata preferred stock accrues dividends on a daily basis in kind (by additions to the share's liquidation value), thereby constantly increasing the number of shares of Comdata common stock into which the shares of preferred stock are convertible. The conversion on October 25, 1995 will stop this accretion, which has been increasing the number of Comdata fully diluted shares at the rate of approximately 7% per year. The conversion will not change Comdata s previously announced Merger Agreement with Ceridian Corporation, 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.

In connection with the Merger Agreement, certain affiliates of Comdata had previously agreed to vote their shares of preferred stock -- each series of which would have: (i) voted separately as a class and (ii) together with the Comdata common stock as a single class -- in favor of the merger, subject to certain conditions. In anticipation of the mandatory conversion on October 25, 1995, certain of these affiliates have separately agreed that this voting agreement will apply to all shares of Comdata common stock received as a result of the mandatory conversion (which shares will represent approximately 25% of the total voting power of the outstanding Comdata common stock, after giving effect to the conversion).

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: Dennis R. Hanson Kristin Anderson

Chief Financial Officer Ludgate Communications

[phone] [phone]