COMDATA HOLDINGS CORP, DEF 14A, 1995-05-18

COMDATA HOLDINGS CORP
DEF 14A, 1995-05-18
FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

COMDATA HOLDINGS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

COMDATA HOLDINGS CORPORATION

---------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JUNE 21, 1995

---------------------

The Annual Meeting of Stockholders of Comdata Holdings Corporation (the
"Company") will be held at the Company's corporate headquarters, 5301 Maryland
Way, Brentwood, Tennessee 37027 on June 21, 1995 at 10:30 a.m. for the following
purposes:

1. To elect nine (9) directors to the Company's Board of Directors;

2. To consider and vote upon a proposal to amend the Company's Stock
Option and Restricted Stock Purchase Plan to increase the number of shares
of Common Stock reserved for issuance upon exercise of options or awards
granted thereunder;

3. To consider and vote upon a proposal to approve the selection of
independent auditors for the Company's fiscal year ending December 31,
1995;

4. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on May 5, 1995 as
the record date for determination of the stockholders of the Company entitled to
notice and to vote at the Annual Meeting of Stockholders.

ALL HOLDERS OF THE COMPANY'S SHARES ENTITLED TO VOTE (WHETHER THEY EXPECT
TO ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND
RETURN PROMPTLY THE PROXY CARD ENCLOSED WITH THIS NOTICE.

By Order of the Board of Directors

PETER D. VOYSEY
Secretary

May 18, 1995
<PAGE> 3

COMDATA HOLDINGS CORPORATION
---------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS

JUNE 21, 1995

---------------------

INTRODUCTION

This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Comdata Holdings Corporation (the
"Company") from holders of the Company's shares of $.01 par value common stock
and convertible preferred stock (collectively, the "shares") to be voted at the
Annual Meeting of Stockholders to be held at the Company's Corporate
Headquarters, 5301 Maryland Way, Brentwood, Tennessee 37027 on June 21, 1995 at
10:30 a.m., or at any adjournments thereof, for the purposes stated in the
Notice of Annual Meeting. The approximate date of mailing of this Proxy
Statement and enclosed form of proxy to stockholders is May 18, 1995.

The only voting securities of the Company are (i) the shares of its common
stock, $.01 par value (the "common stock"), each share of which entitles the
holder thereof to one vote and (ii) the shares of its Series B convertible
preferred stock and Series C convertible preferred stock (collectively the
"preferred stock"). Only holders of record of the 16,649,167 shares of common
stock and the 806,948 shares of preferred stock outstanding as of the close of
business on May 5, 1995 (the "Record Date"), are entitled to vote on each matter
submitted to a vote at the Annual Meeting and any adjournment(s) thereof. The
shares of preferred stock are currently convertible into shares of common stock
at the option of the holders. On the Record Date, the shares of preferred stock
issued and outstanding were convertible into an aggregate of 17,963,245 shares
of common stock. The holders of preferred stock are entitled to vote together
with holders of common stock as a single class on issues presented to a vote of
the Company's stockholders, on an as-if-converted basis. The presence, in person
or by proxy, of the majority of the total number of shares entitled to vote is
necessary to constitute a quorum at the Annual Meeting.

If the enclosed proxy is signed and returned, it may, nevertheless, be
revoked at any time prior to the voting thereof, at the pleasure of the
stockholder signing it, either by a written notice of revocation received by the
person or persons named in the proxy or by voting the shares covered thereby in
person or by another proxy dated subsequent to the date thereof.

Proxies in the accompanying form will be voted in accordance with the
instructions indicated thereon and, if no such instructions are indicated, will
be voted in favor of the nominees for election as directors named below and for
the other proposals referred to below.

The shares represented by proxies returned duly executed will be voted,
unless otherwise specified, in favor of the nine nominees for the Board of
Directors named below. If any of such persons should be unable to serve, the
persons named in the enclosed proxy will vote such shares for such substitute
nominee or nominees as the Board of Directors may select. Stockholders may
withhold authority to vote for any nominee by entering the name of such nominee
in the space provided for such purpose on the proxy card.

ELECTION OF DIRECTORS

BOARD OF DIRECTORS

The Company's Certificate of Incorporation provides for a Board of
Directors consisting of between three and ten members. The Board of Directors
currently is comprised of nine directors. These nine directors have been
nominated for election at the Annual Meeting of Stockholders for terms of one
year each and until their respective successors are elected and qualified. All
of the Company's Directors will also serve as Directors of
<PAGE> 4

Comdata Network, Inc., a Maryland Corporation ("Network"), a reporting company
and the Company's principal operating subsidiary.

MEETINGS OF THE BOARD

The Board meets on a regular basis during the year to review significant
developments affecting the Company and to act on matters requiring Board
approval. It also holds special meetings when an important matter requires Board
action between scheduled meetings.

In 1994 there were five meetings of the Board. All of the directors
attended at least 75% of the meetings of the Board and of the Committees on
which they serve, except for Mr. Buglioli, who was unable to attend at least 75%
of such meetings because of business or other conflicts.

COMPENSATION OF DIRECTORS

Directors who are not also employees of the Company receive compensation
consisting of an annual director's fee of $10,000 plus a fee of $1,000 and
reimbursement of expenses incurred for each Board meeting attended.

COMMITTEES OF THE BOARD

The Board has established three committees: the Audit Committee (Welsh,
O'Brien, Hanson and Haberman), the Compensation Committee (Anderson, McTavish
and Welsh), and the Operating Committee (all directors).

The duties of the Audit Committee are (a) to review with the Company's
independent accountants and with the Chief Financial Officer the proposed scope
of the annual audit, past audit experience, the Company's internal audit
program, recently completed audits and other matters bearing upon the scope of
the audit; (b) to review with the independent accountants and with the Chief
Financial Officer significant matters revealed in the course of the audit of the
annual financial statements of the Company; (c) to review with the Chief
Financial Officer any suggestions and recommendations of the independent
accountants concerning the internal control standards and accounting procedures
of the Company; (d) to meet on a regular basis with a representative or
representatives of the Internal Audit function of the Company and to review the
Internal Audit function's Reports of Operations; and (e) to report its
activities and actions to the Board at least once each fiscal year.

The duties of the Compensation Committee include: (a) administration of the
Company's stock option plans; (b) adoption and review of major compensation
plans; and (c) approval and recommendation to the Board of compensation for
certain Executive Officers of the Company.

The Operating Committee reviews the financial performance of the Company's
businesses and discusses current issues respecting competitive, operating,
regulatory and other developments affecting the Company.

During calendar year 1994 the committees of the Board held a total of
eleven meetings: the Audit Committee met three times, the Compensation Committee
met three times and the Operating Committee met five times.

DIRECTOR NOMINEES

Following are the nominees for election as Directors of the Company:

2
<PAGE> 5

<TABLE>
<CAPTION>
SERVED AS
PRINCIPAL DIRECTOR
NAME OCCUPATION SINCE
- --------------------------- ------------------------------------------------------ ---------
<S> <C> <C>
Patrick J. Welsh General partner of sole general partner of Welsh, 1987
Carson, Anderson & Stowe IV, a New York investment
firm engaged in venture capital and leveraged buyout
investing.
George L. McTavish Chairman and Chief Executive Officer of the Company 1987
Dana J. O'Brien Executive Vice President of Prudential Equity 1990
Investors, Inc.
Louis P. Buglioli President of Benton International, Inc. 1991
Stephen E. Raville President of First Southeastern Corp. 1991
Edward A. Barbieri President and Chief Operating Officer of the Company 1992
Dennis R. Hanson Executive Vice President and Chief Financial Officer 1992
of the Company
Phyllis Haberman Vice President of Charterhouse Group International, 1993
Inc.
</TABLE>

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information with respect to each of the nominees
for the office of director and each other executive officer of the Company:

NOMINEES

Bruce K. Anderson, age 55, who was Chairman of the Board of Directors of
the Company from March 1987 through March 1992, is a general partner of the sole
general partner of each of: Welsh, Carson, Anderson & Stowe IV, a New York
limited partnership ("WCAS IV"), WCAS Venture Partners, a New York limited
partnership ("Venture Partners"), WCAS Capital Partners, L.P., a Delaware
limited partnership ("Capital Partners"), Welsh, Carson, Anderson & Stowe VI,
L.P., a limited partnership ("WCAS VI") and WCAS Information Partners, a limited
partnership ("WCAS Information Partners"). WCAS IV, Venture Partners and Capital
Partners are major stockholders of the Company and are investment partnerships
engaged in venture capital and leveraged buyout investing. Mr. Anderson has been
a general partner of the sole general partners of associated limited
partnerships since 1979. Prior to 1979, Mr. Anderson was Executive Vice
President and a director of Automatic Data Processing, Inc., a data processing
company. Mr. Anderson also serves as a director of FiServ, Inc., Genicom
Corporation, Broadway & Seymour, Inc. and several privately-held companies.

Patrick J. Welsh, age 51, who has been a Director of the Company since
March 1987, is a general partner of the sole general partner of each of: WCAS
IV, WCAS VI, Venture Partners and Capital Partners. Mr. Welsh has been a general
partner of the sole general partner of associated limited partnerships since
1979. Prior to 1979, Mr. Welsh was President and a director of Citicorp Venture
Capital, Ltd., an affiliate of Citicorp engaged in venture capital investing.
Mr. Welsh serves as a director of Syntellect, Inc., Pharmaceutical Marketing
Services, Inc. and several privately-held companies.

George L. McTavish, age 53, was elected to the Board of Directors of the
Company in November 1987. From November 1987 through March 1992, he served as
President and Chief Executive Officer of the Company and as Chief Executive
Officer of Network. In March 1992, Mr. McTavish was elected to the office of
Chairman of the Board of Directors of each of the Company and Network. From
September 1984 to July 1987, Mr. McTavish was Chairman and Chief Executive
Officer of Hogan Systems, Inc., a provider of computer software products to the
banking industry based in Dallas, Texas. Prior thereto, Mr. McTavish was
Executive Vice President and Chief Operating Officer of SEI Corporation, also a
provider of computer software products to the banking industry, based in Wayne,
Pennsylvania. Mr. McTavish also serves as a Director of Broadway and Seymour.

Dana J. O'Brien, age 39 was elected to the Board of Directors of the
Company in April 1990. He is an Executive Vice President of Prudential Equity
Investors, Inc. ("PVP"), an investment firm engaged in

3
<PAGE> 6

venture capital and leveraged buyout investing. He has been employed by PVP or
its affiliates since 1982. Prior thereto, he was employed in the National
Banking Division of Morgan Guaranty Trust Company. Mr. O'Brien was nominated to
serve on the Board of Directors of the Company and Network by PVP. Subject to
certain conditions, the Company has agreed to use its best efforts to nominate
and use its best efforts to cause to be elected to the Board of Directors of the
Company and Network one individual nominated by PVP. Mr. O'Brien also serves as
a director of several privately-held companies.

Louis P. Buglioli, age 46, was elected to the Board of Directors of the
Company in June 1991. Mr. Buglioli has been President of Benton International,
Inc., a management consulting firm in the financial and payment systems
industry, since 1986. From 1983 to 1985, he was President and Chief Operating
Officer and a director of Telecredit, Inc., a company engaged primarily in the
third-party processing of credit card, check authorization and point-of-sale
debit card transactions. Prior thereto, he served as Senior Vice President of
Crocker National Bank.

Stephen E. Raville, age 48, was elected to the Board of Directors of the
Company in September 1991. Mr. Raville is President of First Southeastern Corp.
in Atlanta, Georgia. From 1985 until December 1992, he was Chairman and Chief
Executive Officer of Advanced Telecommunications Corporation ("ATC"). Mr.
Raville has also served as a director of ATC, First Union National Bank of
Georgia and Wellington Leisure Products, Inc. Mr. Raville's election as a
Director of the Company occurred when ATC purchased shares of the Company's
Preferred Stock and entered into a Telecommunications Services Agreement with
Network, pursuant to which ATC provides long distance telecommunications
services.

Edward A. Barbieri, age 53, was elected President and Chief Operating
Officer of the Company and Network in March 1992. Prior to joining the Company,
Mr. Barbieri held various positions with TRW, Inc. ("TRW") from 1977, and most
recently served as Vice President and General Manager of TRW's National Accounts
Division, Information Systems and Services. Mr. Barbieri was elected to the
Board of Directors of the Company in June 1992.

Dennis R. Hanson, age 49, was elected Executive Vice President and Chief
Financial Officer of the Company and Network in March 1992. Before joining the
Company, Mr. Hanson held various positions with NationsBank (formerly C&S/Sovran
Corporation) in Norfolk, Virginia, or its predecessors, from 1981, most recently
as Group Executive Vice President. Mr. Hanson was elected to the Board of
Directors of the Company in June 1992.

Phyllis Haberman, age 46, was elected a Director of the Company in January
1993. Ms. Haberman is Vice President of Charterhouse Group International, Inc.
("Charterhouse"), a privately-owned investment banking firm making equity
investments in a broad range of U.S. companies. Ms. Haberman joined Charterhouse
in September 1985 and was promoted to her present position in August 1988. Ms.
Haberman also serves as a director of Wundies Industries, Inc. Ms. Haberman was
nominated to serve on the Board of Directors of the Company by Charterhouse.
Subject to certain conditions, the Company has agreed to nominate and use its
best efforts to cause to be elected to the Board of Directors one individual
nominated by Charterhouse.

EXECUTIVE OFFICERS

In addition to Messrs. McTavish, Barbieri and Hanson, the following
individuals are executive officers of the Company:

Henry P. Cincere, age 44, was named a Senior Vice President of the Company
in February 1991. Prior thereto, he served as a Vice President of the Company
beginning in June 1989. Mr. Cincere has been employed by Network since March
1984 and has served in various other positions including President of the
Network Services Division since January 1993, in which capacity he continues to
serve, and President of the Transportation Services Division from February 1991
to January 1993. Prior to joining Network, Mr. Cincere was General Manager of
Triangle Fleet Service, Inc., a subsidiary of North American Van Lines, Inc.,
from March 1983 until March 1984.

4
<PAGE> 7

Charles P. Harris, age 50, joined Network in January 1992 as Senior Vice
President of Sales for its Transportation Services Division. He was named Senior
Vice President and General Manager of the Transportation Services Division in
January 1993 and was elected a Senior Vice President of the Company in June
1993. Prior to joining Network, Mr. Harris was employed by Diebold Incorporated
for 17 years, most recently as Corporate Vice President, United States Sales
Group.

Robert S. MacDermott, age 63, joined Network in April 1994 as Senior Vice
President of its then newly created Product Center. Prior to joining Network,
Mr. MacDermott held various domestic and international positions with Unisys
Corporation from 1959, most recently as Corporate General Manager for the
Corporate Account Marketing organization. Mr. MacDermott was named a Senior Vice
President of the Company in March 1995.

John A. West, age 49, was named a Senior Vice President of the Company and
Senior Vice President and General Manager of Network's Consumer Services
Division in July 1994. Prior to joining the Company, Mr. West served at various
times as a consultant to the transaction processing industry in a number of
areas, including systems integration, business development, and network
services. Additionally, Mr. West served as General Manager and Chief Operating
Officer for Wegmans Food Markets in Rochester, New York from June 1992 to July
1993. He was the Senior Vice President, Sales and Marketing for Shared Financial
Systems from February 1990 to January 1991 and from July 1987 to February served
as Vice President and General Manager of Electronic Data Systems Corporation's
MTECH Financial Systems Division.

David B. Wolverton, age 59, rejoined Network in September 1994 as Senior
Vice President of Corporate Development, having previously served as President
of Network's Transportation Services Division from 1989 to 1991. Before
rejoining Network, Mr. Wolverton served as President and Chief Operating Officer
of Trendar Corporation from 1992. Prior thereto, Mr. Wolverton was the President
and Chief Operating Officer of Faulk & Company from 1991 to 1992. Mr. Wolverton
was named a Senior Vice President of the Company in March 1995.

Peter D. Voysey, age 50, was elected Vice President, General Counsel and
Secretary of the Company and Network in May 1992. Mr. Voysey was most recently
General Counsel and Corporate Secretary for Citicorp Services Inc., a Citicorp
affiliate engaged in worldwide funds transfer and payment systems. Prior to
joining Citicorp in 1980, Mr. Voysey served as Group Legal Counsel for Emhart
Corporation from 1976 to 1980, and as an Associate Attorney for Winston & Strawn
from 1971 to 1976.

COMPLIANCE WITH REPORTING REQUIREMENTS OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and persons who own more than 10% of a registered class of
the Company's securities to file reports of ownership and changes in ownership
with the Securities and Exchange Commission (the "SEC").

Based solely on a review of copies of reports filed with the SEC, the
Company believes that all persons subject to the reporting requirements pursuant
to Section 16(a) filed the required reports on a timely basis with the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of February 15, 1995 certain information
with respect to the shares of Common Stock of the Company beneficially owned by
stockholders known to the Company to own beneficially more than 5% of the shares
of such class and the shares of Common Stock beneficially owned by the Company's
directors and Named Executive Officers and by all of its executive officers and
directors as a group. The shares listed below and the percentage of ownership
for each person named below have been calculated assuming that all outstanding
shares of preferred Stock have been converted into shares of Common Stock and
that all exercisable options and options becoming exercisable within 60 days
from

5
<PAGE> 8

February 15, 1995 that have been issued pursuant to the Comdata Holdings
Corporation Stock Option and Restricted Stock Purchase Plan, have been
exercised.

<TABLE>
<CAPTION>
COMPONENTS OF COMMON SHARES OF
STOCK BENEFICIALLY OWNED COMMON STOCK PERCENT
--------------------------- BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNERS(A) COMMON PREFERRED OWNED CLASS
- ------------------------------------------------------------- --------- --------- ------------ -------
<S> <C> <C> <C> <C>
Welsh, Carson, Anderson & Stowe IV(b)........................ 2,648,147 269,986(c) 2,918,133 8.6%
One World Financial Center
200 Liberty Street, Suite 3601
New York, New York 10281
Welsh, Carson, Anderson & Stowe VI(b)........................ -- 1,258,106(d) 1,258,106 3.7%
One World Financial Center
200 Liberty Street, Suite 3601
New York, New York 10281
WCAS Information Partners(b)................................. -- 18,244(d) 18,244 0.1%
One World Financial Center
200 Liberty Street, Suite 3601
New York, New York 10281
WCAS Venture Partners(b)..................................... 75,000 -- 75,000 0.2%
One World Financial Center
200 Liberty Street, Suite 3601
New York, New York 10281
New York Life Insurance Company(e)........................... 545,558 1,437,448(d) 1,983,006 5.8%
51 Madison Avenue, Room 203
New York, New York 10010
New York Life Insurance and Annuity Corporation(e)........... 545,558 1,437,448(d) 1,983,006 5.8%
51 Madison Avenue, Room 203
New York, New York 10010
Northwestern Mutual Life Insurance Company................... 280,566 2,232,279(d) 2,512,845 7.4%
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
Prudential Venture Partners II(f)............................ 1,111,111 435,427(c) 1,546,538 4.5%
717 Fifth Avenue
New York, New York 10022
Advanced Telecommunications Corporation...................... 1,728,730 161,668(c) 1,890,398 5.5%
945 East Paces Ferry Road, Suite 2100
Atlanta, Georgia 30325
Charterhouse Equity Partners, L.P.(g)........................ -- 4,299,558(c) 4,299,558 12.6%
535 Madison Avenue
New York, New York 10022
Bruce K. Anderson(b)......................................... 3,426,590 7,153,485(c)(d) 10,580,075 31.0%
Patrick J. Welsh(b).......................................... 3,426,590 7,135,241(c)(d) 10,561,831 31.0%
Dana J. O'Brien(f)........................................... 1,111,111 435,427(c) 1,546,538 4.5%
Louis P. Buglioli............................................ -- -- -- *
Phyllis Haberman(g).......................................... -- 4,299,558(c) 4,299,558 12.6%
Stephen E. Raville........................................... -- -- -- *
George L. McTavish........................................... 348,934 -- 348,934 1.0%
Edward A. Barbieri........................................... 66,134 -- 66,134 *
Dennis R. Hanson............................................. 50,600 -- 50,600 *
Henry P. Cincere............................................. 38,508 -- 38,508 *
Charles P. Harris............................................ 13,435 -- 13,435 *
All directors and executive officers as a group (14 544,398 127,020 671,418 1.9%
persons)(h)................................................
</TABLE>

- ---------------

* Less than 1%

(a) Except as otherwise noted below, the persons named in the table have sole
voting powers and investment power with respect to all shares set forth in
the table.

6
<PAGE> 9

(b) Messrs. Anderson and Welsh, Directors of Holdings, may be deemed to own
beneficially the shares of Common Stock owned by WCAS IV, WCAS VI, Venture
Partners and Capital Partners because they are general partners of the sole
partner of each of WCAS IV, WCAS VI, Venture Partners and Capital Partners.
The shares listed opposite the names of Messrs. Anderson and Welsh include
shares owned or, upon conversion of shares of Preferred Stock, will be
owned, by WCAS IV, WCAS VI, Information Partners, Venture Partners and
Capital Partners, respectively.
(c) Includes the shares of Common Stock issuable upon conversion of shares of
Series C Convertible Preferred Stock owned by and accrued dividends thereon
through February 15, 1995.
(d) Includes the shares of Common Stock issuable upon conversion of shares of
Series B Convertible Preferred Stock owned by and accrued dividends thereon
through February 15, 1995.
(e) New York Life Insurance controls New York Life Insurance and Annuity
Corporation and may be deemed to own beneficially the securities held by it.
(f) Mr. O'Brien may be deemed to own beneficially the shares of Common Stock
owned by or issuable to PVP because he is a Vice President of the sole
general partner of PVP. The shares listed opposite Mr. O'Brien's name are
owned by or issuable to PVP.
(g) Ms. Haberman may be deemed to own beneficially the shares of Common Stock
issuable to Charterhouse, because Ms. Haberman is a Vice President of
Charterhouse. The shares listed opposite Ms. Haberman's name are owned by or
issuable to Charterhouse.
(h) The shares beneficially owned by WCAS IV, WCAS VI, Information Partners,
Venture Partners, Capital Partners, PVP and Charterhouse, which are deemed
to be beneficially owned by Messrs. Anderson, Welsh, O'Brien, and Ms.
Haberman, respectively, are not included in shares owned by all directors
and executive officers as a group.

COMPENSATION AND BENEFITS

The Company's compensation and benefits programs are designed to help the
Company attract, motivate and retain highly qualified individuals to operate and
manage the Company.

In general, all U.S. based employees receive a base salary, are eligible
for a Company supported 401(k) Plan after one year of service and are provided
with medical and other welfare benefit coverages. Canada based employees receive
a base salary, the health and welfare benefits provided by the Canadian
government's national health care program and certain supplemental health and
welfare coverages provided by Comdata.

In addition, the Company maintains specific executive compensation programs
designed to provide incentives for, to reward, and to retain outstanding
executives who bear the responsibility for achieving the demanding business
objectives necessary to ensure the Company's leadership position in its
businesses. The executive compensation programs are based upon a
pay-for-performance philosophy to provide incentives to achieve both short-term
and long-term objectives and to reward exceptional performance, gains in
productivity and contributions to the Company's growth and success.

EXECUTIVE OFFICER COMPENSATION

The following Table summarizes the compensation paid or accrued by the
Company during the three years ended December 31, 1994 to those persons who, as
of December 31, 1994, were the Company's Chief Executive Officer and the four
most highly compensated Executive Officers other than the Chief Executive
Officer (collectively the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------- ------------- ALL OTHER
SALARY BONUS(22) OPTIONS(21) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ----------------------------------------- ---- -------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
George L. McTavish....................... 1994 $330,477 $ 151,161 100,000 $ 4,898(1)
Chairman and Chief Executive Officer, 1993 325,000 -- 94,667(16) 4,814(2)
Director 1992 325,000 95,566 -- 3,985(3)
Edward A. Barbieri....................... 1994 258,792 111,240 75,000 5,391(4)
President and Chief Operating Officer, 1993 254,687 -- 87,334(17) 5,294(5)
Director 1992 194,231 74,125 133,333 100,750(6)
</TABLE>

7
<PAGE> 10

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------- ------------- ALL OTHER
SALARY BONUS(22) OPTIONS(21) COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#) ($)
- ----------------------------------------- ---- -------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Dennis R. Hanson......................... 1994 $206,723 $ 99,065 75,000 $ 3,826(7)
Executive Vice President and Chief 1993 203,750 -- 53,000(18) 11,097(8)
Financial Officer, Director 1992 151,538 51,875 100,000 55,720(9)
Henry P. Cincere......................... 1994 167,342 51,634 30,000 4,225(10)
Senior Vice President 1993 167,785 -- 21,668(19) 3,215(11)
1992 165,000 54,331 -- 2,736(12)
Charles P. Harris........................ 1994 132,766 45,804 30,000 3,411(13)
Senior Vice President 1993 132,000 -- 33,834(20) 35,052(14)
1992 120,000 18,000 -- 40,382(15)
</TABLE>

- ---------------

(1) Amount includes $3,170 for contributions by the Company to a 401(k) Plan
and $1,728 for term life insurance premiums paid by the Company.
(2) Amount includes $3,086 for contributions by the Company to a 401(k) Plan
and $1,728 for term life insurance premiums paid by the Company.
(3) Amount includes $2,257 for contributions by the Company to a 401(k) Plan
and $1,728 for term life insurance premiums paid by the Company.
(4) Amount includes $3,663 for contributions by the Company to a 401(k) Plan
and $1,728 for term life insurance premiums paid by the Company.
(5) Amount includes $3,566 for contributions by the Company to a 401(k) Plan
and $1,728 for term life insurance premiums paid by the Company.
(6) Amount includes $78,534 of relocation cost reimbursements, $20,920 of
reimbursement for related income taxes, and $1,296 for term life insurance
premiums paid by the Company.
(7) Amount includes $2,782 for contributions by the Company to a 401(k) Plan
and $1,044 for term life insurance premiums paid by the Company.
(8) Amount includes $6,701 of relocation cost reimbursements, $803 of
reimbursement for related income taxes, $2,549 for contributions by the
Company to a 401(k) Plan, and $1,044 for term life insurance premiums paid
by the Company.
(9) Amount includes $42,565 of relocation cost reimbursements, $12,372 of
reimbursement for related income taxes, and $783 for term life insurance
premiums paid by the Company.
(10) Amount includes $3,638 for contributions by the Company to a 401(k) Plan
and $587 for term life insurance premiums paid by the Company.
(11) Amount includes $2,632 for contributions by the Company to a 401(k) Plan
and $583 for term life insurance premiums paid by the Company.
(12) Amount includes $2,175 for contributions by the Company to a 401(k) Plan
$561 for term life insurance premiums paid by the Company.
(13) Amount includes $2,646 for contributions by the Company to a 401(k) Plan
$765 for term life insurance premiums paid by the Company.
(14) Amount includes $25,008 of relocation cost reimbursements, $6,724 of
reimbursement for related income taxes, $2,575 for contributions by the
Company to a 401(k) Plan, and $745 for term life insurance premiums paid by
the Company.
(15) Amount includes $29,114 of relocation cost reimbursements, $10,607 of
reimbursement for related income taxes, and $661 for term insurance
premiums paid by the Company.
(16) Amounts granted in 1993 include the repricing of 66,667 options previously
granted.
(17) Amounts granted in 1993 include the repricing of 83,334 options previously
granted.
(18) Amounts granted in 1993 include the repricing of 50,000 options previously
granted.
(19) Amounts granted in 1993 include the repricing of 16,668 options previously
granted.
(20) Amounts granted in 1993 include the repricing of 16,667 options previously
granted.

8
<PAGE> 11

(21) Amounts with respect to options have been adjusted to reflect a 1-for-3
reverse split effective November 16, 1993.
(22) In accordance with Securities and Exchange Commission rules and
regulations, includes bonus awards earned in the year indicated but paid in
the following year.

OPTION GRANTS

Shown below is information concerning stock option grants to the Named
Executive Officers during the 1994 Fiscal Year.

OPTION GRANTS IN LAST FISCAL YEAR(1)

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ----------------------------------------------------------------------------------------------------- VALUE AT ASSUMED
% OF TOTAL MARKET ANNUAL RATES STOCK
OPTIONS EXERCISE PRICE ON PRICE APPRECIATION
GRANTED GRANTED TO OR BASE DATE OF FOR OPTION TERM(4)
OPTIONS EMPLOYEES PRICE GRANT EXPIRATION ---------------------
NAME (#) IN 1994 ($/SHARE) ($/SHARE) DATE 5% ($) 10% ($)
- -------------------------------- ------- ---------- ---------- --------- ----------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
George L. McTavish.............. 100,000(2) 15.3% $ 8.00 $ 8.00 April 26, 2004 $503,116 $1,274,994
Edward A. Barbieri.............. 75,000(3) 11.4% 10.875 10.875 November 9, 2004 512,942 1,299,896
Dennis R. Hanson................ 75,000(3) 11.4% 10.875 10.875 November 9, 2004 512,942 1,299,896
Henry P. Cincere................ 30,000(3) 4.6% 10.875 10.875 November 9, 2004 205,177 519,958
Charles P. Harris............... 30,000(3) 4.6% 10.875 10.875 November 9, 2004 205,177 519,958
</TABLE>

- ---------------

(1) All share and price data has been adjusted to reflect a 1 for 3 reverse
stock split effective November 16, 1993.
(2) Represents options granted on April 26, 1994 that vest over a five year
period at the rate of 20% per year.
(3) Represents options granted on November 9, 1994 that vest over a five year
period at the rate of 20% per year.
(4) The dollar amounts under these columns are the result of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Company's Common Stock price.

9
<PAGE> 12

OPTION EXERCISES AND FISCAL YEAR-END VALUES

Shown below is information with respect to exercises by the Named Executive
Officers during the 1994 Fiscal Year of options to purchase Common Stock
pursuant to the Company's stock option plans and information with respect to
unexercised options to purchase Common Stock held by the Named Executive
Officers as of the end of the 1994 Fiscal Year.

AGGREGATED OPTION EXERCISES IN 1994
AND YEAR END OPTION VALUES

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE AT DECEMBER 31, 1994 AT DECEMBER 31, 1994
EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
(#) ($) UNEXERCISABLE UNEXERCISABLE(1)
----------- -------- --------------------- -----------------------
<S> <C> <C> <C> <C>
George L. McTavish.................. -- -- 205,601 $ 942,505
122,400 407,500
Edward A. Barbieri.................. -- -- 54,134 214,169
158,200 365,000
Dennis R. Hanson.................... -- -- 40,600 171,875
137,400 300,000
Henry P. Cincere.................... -- -- 37,669 177,716
40,666 48,331
Charles P. Harris................... -- -- 13,435 41,984
50,399 78,747
</TABLE>

- ---------------

(1) This amount represents the aggregate of the number of options multiplied by
the difference between the closing price of the Common Stock on the NASDAQ
National Market on December 31, 1994 and the exercise price for that
option.

The Company has not awarded stock appreciation rights to any employee and
has no long-term incentive plans, as that term is defined in SEC regulations.
The Company has a stock option plan. The Company presently has no defined
benefit or actuarial plans covering any employees of the Company.

EMPLOYMENT CONTRACTS

On November 29, 1994, the Company entered into severance agreements (the
"Severance Agreements") with each of George L. McTavish, Dennis R. Hanson and
Edward A. Barbieri, the Company's chief executive officer, chief financial
officer and chief operating officer, respectively, providing for certain
payments to these executives if their employment is terminated subsequent to a
"Change of Control." A Change of Control will be deemed to have occurred if (i)
any person (other than the Company, its subsidiaries, employee benefit plans or
holders of at least 5% of the outstanding Common Stock of the Company on the
date of the Severance Agreements) acquires more than 30% of the outstanding
voting stock of the Company, (ii) as the result of a merger, tender offer or
other combination, a majority of the outstanding voting stock of the Company is
held by holders who did not own voting stock of the Company prior to such
combination, or (iii) a majority of the board of directors changes over the
course of two consecutive years and such new directors have not been approved by
at least two-thirds of the directors in office at the beginning of such two-year
period.

The Severance Agreements run for the shortest of (x) three years, (y)
termination of employment of the executive other than for the reasons discussed
below, and (z) 18 months after a Change of Control if the executive has not
terminated his own employment for Good Reason, as defined below.

If, subsequent to a Change of Control, the executive's employment is
terminated (a) by the executive in general due to a negative change by the
Company in the executive's salary or duties, or a relocation or (b) by

10
<PAGE> 13

the Company other than for cause, as defined in the Severance Agreements, then
the Company will be obligated to make the following payments to the executives:
(1) to Mr. McTavish, three times his average annual salary over the preceding
three years and three times the highest bonus paid to him over such three-year
period; and (2) to each of Messrs. Hanson and Barbieri, two and one-half times
his respective average annual salary over the preceding three years and two and
one-half times the highest bonus paid to such executive over such three-year
period. In addition, the Company will provide term life, health and disability
insurance comparable to that provided while the executive was employed by the
Company and any unvested stock awards will vest immediately and be exercisable
for one year. In the event that the aggregate payments due to an executive as a
result of termination of employment, including any payments owing under a
Severance Agreement, constitute "parachute payments" under the Internal Revenue
Code of 1986, as amended (the "Code"), the Company will increase such payments
to the extent necessary to offset any additional taxes imposed by the Code.

In addition, Messrs. Barbieri and Hanson each have severance arrangements
providing that, in the event their employment is terminated for any reason not
associated with a Change of Control, they will receive eighteen months'
severance based upon their salary at the time of any such action.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee is responsible for administering the Company's
compensation program for executive officers. The Committee is composed of
outside directors plus the Chairman and Chief Executive Officer; however, the
Chairman does not participate in the determination of his own compensation.

The Company's executive compensation program includes three elements: base
salary, annual incentive (bonus) awards and long-term incentives in the form of
stock option grants.

The Company has no defined benefit retirement plan, no supplemental
executive retirement plan and no long-term incentive plan other than stock
options.

Compensation is determined based upon the following guiding principles:

- Compensation should be competitive with the marketplace, so that
quality personnel can be attracted and retained.

- Compensation should promote the Company's objective of increasing
stockholder value.

- Compensation determinations should be influenced by individual
performance against objectives and the individual's level of
responsibility.

- The financial cost of increases in compensation must be affordable
based upon the Company's operating results.

In 1993, section 162(m) was added to the Internal Revenue Code pursuant to
the Omnibus Budget Reconciliation Act of 1994. This section generally limits the
corporate deduction for compensation paid to the Company's chief executive
officer and each of the four other highest paid executive officers to $1 million
per year unless certain requirements are met. The committee has analyzed the
effect of Section 162(m) and anticipates no financial impact for 1994 or 1995.
We will periodically reevaluate this issue and recommend changes to the
compensation program, if appropriate, in order to maximize earnings and
shareholder value.

Compensation of Executives -- General. An executive's base salary is
determined based upon an assessment of his or her individual performance,
experience and ability. Periodically, the Company retains outside experts to
review the pay grades and salary ranges in effect throughout the Company,
including executive compensation. The most recent such outside review with
respect to executive compensation was conducted in April 1994.

Each year, the Board of Directors approves revenue and income goals for the
Company, and the Compensation Committee and the Board approve incentive (bonus)
awards based upon performance against those goals. In 1994, such performance
resulted in a bonus pool at the 75% level. Individual bonus recommendations were
submitted by Management to the Committee and were acted upon. The 1994 bonus

11
<PAGE> 14

award for the Chief Executive Officer was determined by the Committee (without
the participation of Mr. McTavish).

The Company utilizes stock options in recognition of an employee's future
value to the Company. The Compensation Committee believes that stock options
have been and remain an excellent vehicle for compensating employees. Because
the option exercise price for the employee is the price of stock on the date of
grant, employees recognize a gain only if the value of the stock increases.
Thus, employees with stock options are rewarded for their efforts to improve
long-term stock market performance. In this way, the financial interests of
management are directly aligned with those of the Company's shareholders. Also,
share ownership gives employees a greater personal stake in the Company. Stock
options have been used to reward employees of the Company not just at the
officer level, but down to the junior officer level. As of year-end 1994, there
were 2,033,000 shares under option grants outstanding to 144 employees. The
option prices range from $6 to $15 per share, and vesting occurs ratably over a
five-year period following the date of grant.

When making decisions on executive compensation, the Committee reviews
individual and Company performance. When 1994-95 compensation decisions were
made, the Committee closely reviewed individual and Company performance against
objectives.

Compensation of Chief Executive Officer. Mr. McTavish's compensation
results from his participation in the same compensation program as the other
executives in the Company. His compensation is set by the Committee applying the
principles outlined above in the same manner as they were applied to the other
executives of the Company, and Mr. McTavish does not participate in any way in
the decisions affecting his own compensation.

Because the Company's executive compensation program rewards long-term
performance, the majority of Mr. McTavish's compensation is based upon incentive
(bonus) awards and stock option grants. In April 1994 Mr. McTavish received a
stock option grant for a total of 100,000 shares. Mr. McTavish received a bonus
of $151,161 for 1994.

The Committee believes that the current executive compensation program with
an emphasis on long-term compensation, incents the Company's executives towards
the attainment of the growth and profitability desired for the Company and its
stockholders.

Compensation Committee

Bruce K. Anderson, Chairman
George L. McTavish
Patrick J. Welsh

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1994, the Board's Compensation Committee was composed of Bruce K.
Anderson, Patrick J. Welsh, and George L. McTavish. Mr. Anderson is a former
Chairman of the Board, and Mr. McTavish is the current Chairman and Chief
Executive Officer of the Company. Messrs. Welsh and Anderson are general
partners of the sole general partner of each of WCAS IV, WCAS V, WCAS VI,
Venture Partners. Capital Partners and Information Partners, which are
collectively the largest stockholder of the Company. WCAS IV, WCAS V, WCAS VI,
Venture Partners, Capital Partners and Information Partners are affiliates of
WCAS.

Pursuant to the terms of the Common Stock Purchase Agreement dated as of
March 1990 among the Company, WCAS IV and PVP, and subject to certain
conditions, the Company has agreed to use its best efforts to nominate and to
cause to be elected to the Board of Directors of the Company one individual
nominated by PVP. WCAS IV and Capital Partners have agreed, under certain
conditions, to vote their respective shares of Common Stock to cause such
nominee to be so elected. Mr. O'Brien is the nominee of PVP to the Board of
Directors of the Company.

12
<PAGE> 15

PERFORMANCE GRAPH

The following graph compares the performance of the Company for the periods
indicated with the performance of the Standard & Poor's 500 Stock Index (S&P
500) and the average performance of a group consisting of the Company's peer
corporations on a line-of-business basis. The corporations making up the peer
companies group are Automatic Data Processing Inc., CUC International Inc.,
Concord EFS, Inc., Equifax Inc., First Data Corp., First Financial Management
Corp., FiServ Inc., Policy Management Systems Corp. and Shared Medical Systems
Corp.

[PASTE-UP CHART]

<TABLE>
<CAPTION>
Comdata
Holdings
Corp. S&P 500 Competitors
<S> <C> <C> <C>
12/28/90 100.0% 100.0% 100.0%
1/4/91 100.0% 97.7% 98.4%
1/11/91 86.4% 95.9% 95.2%
1/18/91 90.9% 101.1% 102.4%
1/25/91 109.1% 102.2% 108.4%
2/1/91 109.1% 104.4% 113.6%
2/8/91 131.8% 109.3% 118.5%
2/15/91 136.4% 112.3% 122.6%
2/22/91 127.3% 111.2% 122.0%
3/1/91 127.3% 112.7% 121.3%
3/8/91 136.4% 114.1% 124.4%
3/15/91 127.3% 113.6% 120.7%
3/22/91 127.3% 111.8% 119.6%
3/29/91 128.4% 113.0% 123.7%
4/5/91 129.5% 114.2% 127.9%
4/12/91 120.5% 115.7% 129.6%
4/19/91 131.8% 116.9% 133.1%
4/26/91 122.7% 115.3% 131.3%
5/3/91 118.2% 115.8% 131.6%
5/10/91 122.7% 114.3% 133.5%
5/17/91 109.1% 113.3% 127.0%
5/24/91 118.2% 114.8% 129.2%
5/31/91 136.4% 118.6% 134.3%
6/7/91 140.9% 115.4% 131.7%
6/14/91 136.4% 116.3% 133.5%
6/21/91 131.8% 114.9% 132.0%
6/28/91 145.5% 112.9% 130.0%
7/5/91 145.5% 113.8% 132.4%
7/12/91 145.5% 115.7% 133.0%
7/19/91 150.0% 116.9% 136.7%
7/26/91 145.5% 115.9% 134.9%
8/2/91 145.5% 117.8% 138.1%
8/9/91 143.2% 117.8% 139.2%
8/16/91 136.4% 117.3% 135.5%
8/23/91 131.8% 119.9% 138.6%
8/30/91 140.9% 120.3% 140.9%
9/6/91 136.4% 118.4% 140.2%
9/13/91 131.8% 116.7% 139.8%
9/20/91 140.9% 118.0% 145.2%
9/27/91 136.4% 117.4% 147.5%
10/4/91 136.4% 116.0% 150.1%
10/11/91 127.3% 116.0% 146.5%
10/18/91 122.7% 119.4% 150.2%
10/25/91 131.8% 116.9% 144.6%
11/1/91 140.9% 119.0% 149.8%
11/8/91 122.7% 119.5% 150.2%
11/15/91 129.5% 116.4% 147.5%
11/22/91 113.6% 114.4% 147.8%
11/29/91 95.5% 114.1% 144.8%
12/6/91 109.1% 115.3% 147.1%
12/13/91 113.6% 117.0% 150.3%
12/20/91 113.6% 117.7% 150.2%
12/27/91 113.6% 123.6% 157.5%
1/3/92 113.6% 127.6% 161.8%
1/10/92 113.6% 126.3% 167.6%
1/17/92 122.7% 127.4% 171.1%
1/24/92 113.6% 126.4% 168.1%
1/31/92 113.6% 124.4% 164.6%
2/7/92 136.4% 125.1% 169.4%
2/14/92 127.3% 125.5% 167.8%
2/21/92 127.3% 125.2% 167.2%
2/28/92 140.9% 125.5% 163.4%
3/6/92 136.4% 123.0% 157.9%
3/13/92 127.3% 123.5% 161.9%
3/20/92 136.4% 125.1% 165.0%
3/27/92 136.4% 122.7% 162.3%
4/3/92 131.8% 122.2% 159.3%
4/10/92 127.3% 123.0% 155.8%
4/17/92 122.7% 123.7% 156.8%
4/24/92 118.2% 124.4% 157.9%
5/1/92 131.8% 125.5% 159.3%
5/8/92 127.3% 126.6% 163.4%
5/15/92 131.8% 124.8% 160.0%
5/22/92 122.7% 125.9% 158.7%
5/29/92 127.3% 126.4% 158.9%
6/5/92 131.8% 125.8% 157.0%
6/12/92 127.3% 124.7% 153.5%
6/19/92 127.3% 122.8% 148.9%
6/26/92 122.7% 122.7% 148.5%
7/3/92 113.6% 124.4% 152.3%
7/10/92 104.5% 126.1% 156.2%
7/17/92 97.7% 126.4% 158.6%
7/24/92 86.4% 125.2% 156.6%
7/31/92 95.5% 129.0% 163.4%
8/7/92 77.3% 127.4% 163.5%
8/14/92 81.8% 127.7% 164.0%
8/21/92 77.3% 126.2% 164.3%
8/28/92 81.8% 126.2% 163.6%
9/4/92 77.3% 126.9% 169.4%
9/11/92 68.2% 127.6% 171.0%
9/18/92 59.1% 128.7% 171.5%
9/25/92 72.7% 126.0% 171.3%
10/2/92 72.7% 124.9% 169.1%
10/9/92 104.5% 122.5% 170.2%
10/16/92 100.0% 125.3% 170.7%
10/23/92 81.8% 126.0% 177.4%
10/30/92 81.8% 127.4% 181.1%
11/6/92 81.8% 127.0% 181.2%
11/13/92 77.3% 128.5% 184.1%
11/20/92 77.3% 129.8% 186.7%
11/27/92 68.2% 130.9% 190.8%
12/4/92 77.3% 131.4% 195.4%
12/11/92 72.7% 131.9% 195.7%
12/18/92 77.3% 134.2% 198.0%
12/25/92 77.3% 134.2% 198.0%
1/1/93 63.6% 130.5% 194.4%
1/8/93 63.6% 130.5% 194.4%
1/15/93 77.3% 133.0% 198.5%
1/22/93 81.8% 132.7% 199.3%
1/29/93 81.8% 133.5% 200.1%
2/5/93 90.9% 136.6% 207.9%
2/12/93 90.9% 135.2% 205.5%
2/19/93 95.5% 132.1% 196.0%
2/26/93 90.9% 134.9% 198.8%
3/5/93 95.5% 135.7% 202.9%
3/12/93 95.5% 136.8% 206.1%
3/19/93 79.5% 136.9% 203.5%
3/26/93 68.2% 136.2% 202.4%
4/2/93 72.7% 134.3% 201.7%
4/9/93 72.2% 135.4% 187.0%
4/16/93 71.6% 136.6% 172.3%
4/23/93 72.7% 132.9% 166.8%
4/30/93 77.3% 133.9% 168.4%
5/7/93 72.7% 134.6% 172.6%
5/14/93 68.2% 133.7% 170.0%
5/21/93 72.7% 135.6% 172.2%
5/28/93 77.3% 137.0% 174.1%
6/4/93 86.4% 136.9% 176.9%
6/11/93 86.4% 136.1% 174.9%
6/18/93 81.8% 135.0% 173.6%
6/25/93 84.1% 136.2% 177.9%
7/2/93 81.8% 135.6% 180.1%
7/9/93 79.5% 136.3% 172.7%
7/16/93 86.4% 135.6% 175.7%
7/23/93 97.7% 136.0% 173.3%
7/30/93 100.0% 136.3% 176.4%
8/6/93 109.1% 136.5% 181.1%
8/13/93 120.5% 136.9% 177.1%
8/20/93 122.7% 138.8% 175.7%
8/27/93 122.7% 140.1% 176.2%
9/3/93 120.5% 140.3% 182.6%
9/10/93 109.1% 140.5% 182.3%
9/17/93 109.1% 139.6% 185.1%
9/24/93 109.1% 139.2% 188.2%
10/1/93 109.1% 140.3% 193.2%
10/8/93 113.6% 140.0% 187.0%
10/15/93 113.6% 142.8% 196.6%
10/22/93 118.2% 140.9% 193.4%
10/29/93 118.2% 142.3% 197.0%
11/5/93 127.3% 139.8% 187.7%
11/12/93 154.5% 141.6% 193.0%
11/19/93 153.0% 140.7% 188.7%
11/26/93 133.3% 140.9% 188.4%
12/3/93 115.2% 141.4% 190.2%
12/10/93 118.2% 141.1% 190.9%
12/17/93 106.1% 141.9% 194.1%
12/24/93 101.5% 141.9% 196.7%
12/31/93 97.0% 141.9% 199.3%
1/7/94 97.0% 142.9% 196.0%
1/14/94 93.9% 144.5% 198.3%
1/21/94 97.0% 144.4% 197.9%
1/28/94 100.0% 145.6% 200.4%
2/4/94 93.9% 142.9% 194.9%
2/11/94 93.9% 143.0% 195.8%
2/18/94 89.4% 142.3% 197.1%
2/25/94 90.9% 141.8% 197.1%
3/4/94 97.0% 141.4% 200.8%
3/11/94 97.0% 141.9% 202.0%
3/18/94 92.4% 143.3% 210.2%
3/25/94 87.9% 140.1% 202.4%
4/1/94 93.9% 138.1% 198.2%
4/8/94 100.0% 136.0% 194.1%
4/15/94 97.0% 135.7% 192.6%
4/22/94 97.0% 136.2% 190.0%
4/29/94 97.0% 137.2% 193.6%
5/6/94 97.0% 136.2% 192.2%
5/13/94 84.8% 135.1% 190.5%
5/20/94 84.8% 138.4% 194.5%
5/27/94 90.9% 139.1% 197.3%
6/3/94 97.0% 140.0% 199.6%
6/10/94 93.9% 139.5% 201.8%
6/17/94 95.5% 139.5% 206.1%
6/24/94 93.9% 134.7% 192.6%
7/1/94 92.4% 135.7% 195.6%
7/8/94 95.5% 136.8% 193.8%
7/15/94 90.9% 138.2% 196.3%
7/22/94 87.9% 137.8% 197.1%
7/29/94 86.0% 139.4% 201.3%
8/5/94 89.4% 139.1% 202.9%
8/12/94 93.9% 140.5% 203.8%
8/19/94 93.9% 141.1% 206.7%
8/26/94 93.9% 144.1% 214.5%
9/2/94 100.0% 143.3% 213.7%
9/9/94 101.5% 142.4% 212.0%
9/16/94 103.0% 143.3% 215.6%
9/23/94 100.0% 139.8% 214.3%
9/30/94 98.5% 140.8% 217.9%
10/7/94 112.1% 138.4% 214.0%
10/14/94 119.7% 142.7% 221.9%
10/21/94 133.3% 141.4% 223.2%
10/28/94 142.4% 144.1% 228.4%
11/4/94 135.6% 140.6% 224.4%
11/11/94 130.3% 140.7% 223.5%
11/18/94 121.2% 140.4% 223.6%
11/25/94 125.8% 137.6% 215.8%
12/2/94 121.2% 137.9% 216.4%
12/9/94 118.2% 136.0% 213.2%
12/16/94 124.2% 139.6% 220.6%
12/23/94 134.8% 139.9% 226.6%
12/30/94 137.9% 139.7% 226.9%
</TABLE>
Source: Bear, Stearns & Co. Inc.
(a) Shareholder returns in the reported period are no indication of
shareholder returns in the future and the companies in the peer group
are not necessarily comparable for any purpose other than the graph
Peer Index Companies: Automatic Data Processing, Inc. (AUD), CUC Intl, Inc.
(CU), Concord EFS, Inc. (CEFT), Equifax, Inc. (EFX), First Data Corp, (FDC),
First Finl Mgmt Corp (FFM), FIserv, Inc (FISV), Policy Mgmt Sys Corp. (PMS),
Shared Med Sys Corp (SMED)

13
<PAGE> 16

CERTAIN RELATIONSHIPS AND TRANSACTIONS

In September and October 1991, ATC purchased an aggregate 560,000 shares of
Series A Preferred Stock at a price per share of $25 or an aggregate purchase
price of $14.0 million. Concurrently with the purchase of the Series A Preferred
Stock by ATC, Network entered into a Services Agreement with ATC pursuant to
which ATC provides long distance telecommunications services to Network and its
affiliates. This agreement expires on January 22, 1999 and provides that Network
will purchase a minimum $7.75 million of service for each year after the first
year. As of February 15, 1995, ATC held approximately 5.5% of the outstanding
Common Stock (on a fully diluted basis).

Commencing in the fourth quarter of 1991, Benton International, Inc.
("Benton") has rendered certain consulting services to Network. During 1994,
Network paid $33,000 to Benton in connection with such services. Louis P.
Buglioli, a director of the Company and Network, is President of Benton.

During 1994, the Company purchased data processing equipment and computer
software at a cost of approximately $3,326,000 from an affiliate of a
significant stockholder of the Company on an arm's length basis.

The transactions with PVP and ATC described above were negotiated on an
arm's-length basis at a time when such parties were not affiliated with Network.
In the judgment of the Board of Directors, the terms of the other transactions
described above are fair and reasonable and are not less favorable than those
that could have been obtained from independent third parties.

AMENDMENT OF STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

At the Annual Meeting, the stockholders will be asked to approve an
amendment (the "Amendment") to the Company's Stock Option and Restricted Stock
Purchase Plan (the "Plan") to increase the number of shares of the Company's
Common Stock available for the grant of options and rights to purchase Common
Stock under the Plan from 2,750,000 shares to 3,250,000 shares. The Amendment
was approved by the unanimous vote of the Board of Directors at its meeting held
on April 20, 1995. Adoption of the Amendment is subject to stockholder approval.

The primary features of the Amendment and of the Plan are summarized below.
A copy of the Plan is available upon a stockholder's written request to the
Company, 5301 Maryland Way, Brentwood, Tennessee 37027, Attention: Peter D.
Voysey, Vice President, General Counsel & Secretary.

Description of Amendment

The Plan was approved in September 1987 and subsequently amended in May
1989, October 1993 and April 1994. The Plan provides an opportunity for
employees, officers and directors of the Company or any of its subsidiaries to
purchase Common Stock. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate such employees and persons and to encourage such
employees and persons to devote their best efforts to the business and financial
success of the Company.

The Plan provides for the granting of "non-qualified stock options" and
"incentive stock options" to acquire Common Stock and/or the granting of rights
to purchase Common Stock on a "restricted stock" basis. The terms and conditions
of individual option agreements may vary, subject to the following guidelines:
(i) the option price of incentive stock options may not be less than market
value on the date of grant; the option price of non-qualified stock options may
be less than market value on the date of grant, (ii) the term of all incentive
stock options may not exceed ten years from the date of grant; the term of all
non-qualified stock

14
<PAGE> 17

options may exceed ten years, and (iii) no options may be granted after
September 9, 1997. If the proposed amendment is approved by the stockholders,
the Company will seek to register the additional shares reserved under the Plan
under the Securities Act of 1933, as soon as practicable.

The Plan is administered by a committee of the Board of Directors. The
committee recommends: (i) which directors, officers and employees of the Company
and its subsidiaries shall be granted an option or the right (each, an "Award")
to purchase Common Stock under the Plan; (ii) the number of shares subject to
each such Award; (iii) the amount to be paid by a grantee upon exercise of an
Award; (iv) the time or times and the conditions subject to which Awards may be
made and become exercisable; and (v) the form of consideration that may be used
to pay for shares issued upon exercise of such Award. The committee is
responsible for questions involving the administration and interpretation of the
Plan. The committee recommends when Awards granted under the Plan become
exercisable.

The Board of Directors has the authority to amend the Plan at any time,
provided that stockholder approval is required (i) to increase the aggregate
number of shares of Common Stock as to which Awards may be granted (except for
increases due to certain adjustments), (ii) to decrease the minimum exercise
price specified by the Plan in respect of incentive stock options or (iii) to
change the class of employees eligible to receive stock options under the Plan.

The Board of Directors may terminate the plan at any time. The Plan will
terminate on, and Awards may not be granted after, September 9, 1997, unless
terminated by the Board of Directors prior thereto. The termination of the Plan
will not alter or impair any rights or obligations under any Award previously
granted under the Plan.

As of April 21, 1995, options to purchase 2,185,086 shares of Common Stock
with exercise prices ranging from $6 to $15 have been granted under the Plan and
are outstanding, with partial vesting dates ranging from September 1988 to April
2005. The average per share exercise price of the outstanding options is
approximately $8.25. At April 21, 1995, 558,042 of the options granted under the
Plan had been exercised. No shares of Common Stock have been purchased on a
restricted stock basis under the Plan since its inception.

The market value of the Company's Common Stock as of the close of business
on April 21, 1995 as reflected by the closing price of the Common Stock of the
NASDAQ National Market, was $12 per share.

Federal Income Tax Consequences

The tax consequences of incentive stock options, non-qualified options and
restricted stock purchase awards are quite complex. Therefore, the description
of tax consequences set forth below is necessarily general in nature and does
not purport to be complete. Moreover, statutory provisions are subject to
change, as are their interpretations, and their application may vary in
individual circumstances. Finally, the tax consequences under applicable state
and local income tax laws may not be the same as under the federal income tax
laws.

Incentive stock options granted pursuant to the Plan are intended to
qualify as "Incentive Stock Options" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). If an optionee makes no
disposition of the shares acquired pursuant to exercise of an incentive stock
option within one year after the transfer of shares to such optionee and within
two years from grant of the option, such optionee will realize no taxable income
as a result of the grant or exercise of such option; any gain or loss that is
subsequently realized may be treated as long-term capital gain or loss, as the
case may be. Under these circumstances, the Company will not be entitled to a
deduction for federal income tax purposes with respect to either the issuance of
such incentive stock options or the transfer of shares upon their exercise.

If shares subject to incentive stock options are disposed of prior to the
expiration of the above time periods, the optionee will recognize ordinary
income in the year in which the disqualifying disposition occurs, the amount of
which will generally be the lesser of (i) the excess of the market value of the
shares on the date of exercise over the option price, or (ii) the gain
recognized on such disposition. Such amount will ordinarily be deductible by the
Company for federal income tax purposes in the same year, provided that the
Company satisfies certain federal income tax withholding requirements. In
addition, the excess, if any, of the amount

15
<PAGE> 18

realized on a disqualifying disposition over the market value of the shares on
the date of exercise will be treated as capital gain.

Non-qualified options may also be granted under the Plan. An optionee who
exercises a non-qualified option will recognize as taxable ordinary income, at
the time of exercise, an amount equal to the excess of the fair market value of
the shares on the date of exercise over the exercise price. Such amount will
ordinarily be deductible by the Company in the same year, provided that the
Company satisfies certain federal income tax withholding requirements that may
be applicable.

Restricted stock purchase awards may also be granted pursuant to the Plan.
A recipient of a restricted stock purchase award generally will not recognize
taxable income upon the purchase of shares of restricted stock, unless he or she
makes a timely election under Section 83(b) of the Code. Such a recipient,
however, would recognize ordinary income at the time that such shares become
vested in an amount equal to the excess of the fair market value of the shares
at that time over the purchase price paid for such shares. If, on the other
hand, the recipient makes a timely election under Section 83(b), he or she would
recognize ordinary income equal to the excess of the fair market value of the
shares at the time of purchase (determined without regard to any transfer
restrictions imposed on the shares, the vesting provisions or any restrictions
imposed by the securities laws) over the purchase price paid for such shares. In
either case, the Company should be entitled to a deduction of an amount equal to
the amount of ordinary income recognized by the recipient in the same year that
the recipient recognized such ordinary income, provided that the Company
satisfies certain federal income tax withholding requirements that may be
applicable.

Section 162(m) of the Internal Revenue Code of 1986, as amended, which was
adopted in 1993 under the Omnibus Budget Reconciliation Act, generally limits
the deduction allowed publicly-held companies for compensation paid to certain
executive officers of $1 million per annum for taxable years beginning on or
after January 1, 1994. Under this section, compensation may include the value of
restricted stock upon vesting, dividends on restricted stock, gain realized on
non-qualified stock options under certain circumstances and gain realized on
certain dispositions of stock acquired through the exercise of incentive stock
options. However, compensation payable under a written binding contract in
effect on February 17, 1993 is not affected by the deduction limitation and
performance-based compensation which meets the requirements specified in Section
162(m) is not included in the $1 million limit. To the extent that compensation
paid under the Plan to the Chief Executive Officer or any of the other Named
Executive Officers (except such compensation which either falls within the
grandfather provisions of Section 162(m) or meets the criteria for
performance-based compensation) when aggregated with all other compensation paid
to any such Named Executive Officer exceeds $1 million per annum, the Company
will not be entitled to a deduction for federal income tax purposes.

Accounting Treatment

Under current accounting rules, option grants or issuances of restricted
stock at exercise or issue prices equal to the fair market value of the Common
Stock on the date of grant or issuance do not result in compensation expense to
the Company for financial reporting purposes. To the extent that exercise or
issue price is less than such fair market value, compensation expense arises
that must be amortized against the Company's earnings over the vesting period
applicable to the option grant or stock issuance. In addition, outstanding
options are taken into account in the calculation of earnings per share.

Vote Required for Approval

The amendment to the Plan will be submitted to stockholders for their
approval at the Annual Meeting. The proposal to adopt the amendment to the Plan
must be approved by the holders of a majority of the total shares entitled to
vote at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO ADOPT THE
AMENDMENT TO THE PLAN.

16
<PAGE> 19

APPROVAL OF AUDITORS

The Board of Directors proposes that Arthur Andersen LLP serve as
independent auditors for the Company for the fiscal year ending December 31,
1995, subject to approval by the stockholders. Arthur Andersen LLP has served as
the Company's independent auditors since 1987.

Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting. Such representatives will have the opportunity to make a
statement if they desire to do so, and they will be available to respond to
appropriate questions.

The Company's Board of Directors is seeking stockholder approval of its
independent auditors in order to conform to the general practice of
publicly-held corporations. In the event of a negative vote, which the Board
does not anticipate, the Company would be willing to reassess its relationship
with its auditors in light of the reasons underlying any such vote.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL
OF THE SELECTED INDEPENDENT AUDITORS.

GENERAL

OTHER MATTERS

The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting other than those stated in the Notice of Annual
Meeting and referred to in this Proxy Statement. If any other matters should
properly come before the meeting, it is intended that the proxies in the
accompanying form will be voted in accordance with the judgment of the persons
voting such proxies.

SOLICITATION OF PROXIES

The cost of solicitation of proxies in the accompanying form will be borne
by the Company, including expenses in connection with preparing and mailing this
Proxy Statement. Arrangements have also been made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of stock held of record by such persons, and
the Company may reimburse them for reasonable out-of-pocket expenses incurred by
them in connection therewith.

Each holder of the Company's Common Stock who does not expect to be present
at the Annual Meeting or who plans to attend but who does not wish to vote in
person is urged to fill in, date and sign the proxy and return it promptly in
the enclosed return envelope.

TABULATION OF VOTES

Directors will be elected by a favorable vote of a plurality of the total
shares entitled to vote which are present or represented by proxy at the Annual
Meeting. Accordingly, votes "withheld" from director-nominees will not count
against the election of such nominees. Passage of the proposal to amend the
Company's Stock Option and Restricted Stock Purchase Plan requires the
affirmative vote of a majority of the shares present or represented at the
Annual Meeting. Abstentions and broker non-votes as to this proposal will be
included in calculating the number of votes required for approval and will have
the same effect as votes "against" the proposal. Passage of the proposal to
approve the appointment of Arthur Anderson LLP as independent auditors for 1995
requires the approval of a majority of the votes cast on the proposal.
Abstentions as to this proposal will not count as either votes "for" or
"against" the proposal, and will not be included in calculating the number of
votes necessary for approval. Brokers will have discretionary authority, in the
absence of instructions from their customers, to vote on the election of
directors and the approval of the appointment of auditors, but may not have
discretionary authority to vote on the proposal to amend the Stock Option and
Restricted Stock Purchase Plan.

17
<PAGE> 20

STOCKHOLDER PROPOSALS

If any stockholder of the Company intends to present a proposal for
consideration at the 1995 Annual Meeting of Stockholders and desires to have
such proposal included in the proxy statement and form of proxy distributed by
the Board of Directors with respect to such meeting, such proposals must be
received at the Company's principal executive offices, 5301 Maryland Way,
Brentwood, Tennessee 37027, Attention: Corporate Secretary, not later than
January 19, 1996.

ANNUAL REPORT ON FORM 10-K

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1994 WILL BE FURNISHED WITHOUT CHARGE TO ANY PERSON
REQUESTING THE SAME IN WRITING AND STATING THAT SUCH PERSON WAS A BENEFICIAL
HOLDER OF SHARES OF COMMON STOCK OF THE COMPANY ON THE RECORD DATE FOR THE
ANNUAL MEETING OF STOCKHOLDERS. REQUESTS AND INQUIRIES SHOULD BE ADDRESSED TO
COMDATA HOLDINGS CORPORATION, 5301 MARYLAND WAY, BRENTWOOD, TENNESSEE 37027,
ATTENTION: CHIEF FINANCIAL OFFICER.

By Order of the Board of Directors

PETER D. VOYSEY
Secretary

18
<PAGE> 21
APPENDIX A

COMDATA HOLDINGS CORPORATION
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, JUNE 21, 1995

The undersigned stockholder of COMDATA HOLDINGS CORPORATION, a Delaware
corporation, hereby appoints George L. McTavish, Edward A. Barbieri, Dennis R.
Hanson and Peter D. Voysey, or any of them voting singly in the absence of the
others, attorneys and proxies, with full power of substitution and revocation,
to vote, as designated below, all shares of Common Stock of Comdata Holdings
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of said Corporation to be held at the Company's corporate
headquarters, 5301 Maryland Way, Brentwood, Tennessee 37027, on June 21, 1995 at
10:30 a.m. (local time) or any adjournment thereof, in accordance with the
instructions on the reverse side.

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" ALL NOMINEES
IN PROPOSAL NO. 1, "FOR" PROPOSAL NO. 2 AND "FOR" PROPOSAL NO. 3.

1. Election of the following Nominees as Directors:

Bruce K. Anderson, Patrick J. Welsh, George L. McTavish, Dana J. O'Brien,
Louis P. Buglioli, Stephen E. Raville, Edward A. Barbieri, Dennis R. Hanson
and Phyllis Haberman. To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below:
- --------------------------------------------------------------------------------
/ / FOR ALL NOMINEES / / WITHHOLD AUTHORITY to vote for all nominees

PLEASE MARK, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY USING THE
ENCLOSED ENVELOPE.

2. The proposal to amend the Company's Stock Option and Restricted Stock
Purchase Plan to increase the number of shares of Common Stock reserved for
issuance upon exercise of options or awards granted thereunder.

/ / FOR / / AGAINST / / ABSTAIN

3. The proposal to approve Arthur Andersen LLP as independent auditors for the
Company for the fiscal year ending December 31, 1995.

/ / FOR / / AGAINST / / ABSTAIN

Date: , 1995
-------------------

------------------------------
Signature

------------------------------
Signature (if held jointly)

PLEASE SIGN EXACTLY AS NAME
APPEARS TO THE LEFT.

When shares are held in the
name of joint holders, each
should sign. When signing as
attorney, executor, trustee,
guardian, etc., please so
indicate. If a corporation,
please sign in full corporate
name by an authorized officer.
If a partnership, please sign
in partnership name by an
authorized person.