UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION STATEMENT
PURSUANT TO RULES 13D-1(b) AND (c)
AND AMENDMENTS THERETO
FILED PURSUANT TO 13D-2(b)
(AMENDMENT NO. 5)* **
COMDATA HOLDING CORPORATION
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
200321107
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
** This Amendment No.5 is the Final and Terminating Amendment.
<PAGE>
CUSIP NO. 200321107 13G PAGE 2 OF 4 PAGES
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
NEW YORK LIFE INSURANCE COMPANY (NYLIC)
13-5582869
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION ("NYLIAC")
13-3044743
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
JOINT FILING PURSUANT TO RULE 13D-1(F)(1)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
NYLIC: NEW YORK NYLIAC: DELAWARE
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 0
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0%
12. TYPE OF REPORTING PERSON*
NYLIC: IC
NYLIAC: IC
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP NO. 200321107 13G PAGE 3 OF 4 PAGES
Item 1(a) Name of issuer: COMDATA HOLDINGS CORPORATION
Item 1(b) Address of issuer's principal executive offices:
5301 MARYLAND WAY
BRENTWOOD, TN 37027
Item 2(a) Name of person filing: NEW YORK LIFE INSURANCE COMPANY
NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
Item 2(b) Address of principal business office:
51 MADISON AVENUE, ROOM 206
NEW YORK, NY 10010
Item 2(c) Citizenship: NYLIC: NEW YORK
NYLIAC: DELAWARE
Item 2(d) Title of class of securities: COMMON STOCK
Item 2(e) Cusip No.: 200321107
Item 3 Type of Person: INSURANCE COMPANY AS DEFINED IN SECTION 3(A)(19)
OF THE ACT
Item 4(a) Amount beneficially owned: 0
Item 4(b) Percent of class: 0%
Item 4(c) (i) sole power to vote: 0
(ii) shared power to vote: 0
(iii) sole power to dispose: 0
(iv) shared power to dispose: 0
Item 5 Ownership of 5 percent or less of a class:
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF
THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE
BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS
SECURITIES, CHECK THE FOLLOWING (X).
Item 6 Ownership of more than 5 percent on behalf of another person: NOT
APPLICABLE
Item 7 Identification and classification of subsidiary: NOT APPLICABLE
<PAGE>
CUSIP NO. 200321107 13G PAGE 4 OF 4 PAGES
Item 8 Identification and classification of members of the group: ITEM 3
CLASSIFICATION
NYLIC: INSURANCE COMPANY
NYLIAC: INSURANCE COMPANY
Item 9 Notice of dissolution of the group: NOT APPLICABLE
Item 10 Certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete, and correct.
Dated: February 9, 1998 NEW YORK LIFE INSURANCE COMPANY
By /S/ ADAM G. CLEMENS
-----------------------------------
Name: Adam G. Clemens
Title: Managing Director
