Attwoods proposes plans to maximize shareholder value.

COCONUT GROVE, Fla.--(BUSINESS WIRE)--Nov. 11, 1994--Attwoods plc has Friday posted a document detailing proposals to maximize the value in the Group for shareholders, against the background of BFI's wholly inadequate offer and a number of approaches from industry competitors indicating serious interest in separate acquisitions of the Group's businesses along geographical lines.

The proposals involve:

-- The cash sale of Attwoods' U.K. waste management and quarry

products business, whose assets have recently been valued at

130.6 million PDS. -- The cash sale of Attwoods' Mainland Europe business. -- The return to shareholders of as much cash as possible

(following the purchase of Attwoods' preference shares and

refinancing of Group borrowings).

Following implementation of these proposals, Attwoods will be a refocused U.S. multi-regional waste business, with strong positions and significant opportunities in its major markets. It will also be a very attractive merger or acquisition candidate for a number of Attwoods' U.S. competitors. Attwoods will pursue discussions with potential purchasers or merger candidates for this business.

Discussions have already commenced with certain interested parties and the divestitures will be consummated after the BFI offer has lapsed through a careful process designed to achieve maximum value.

The proposed break-up will enable shareholders to benefit from the full value of each of Attwoods' businesses. The plan is dependent upon BFI's bid lapsing and ending, following which Attwoods expects to send detailed proposals to shareholders and implement the plan during the first half of calendar 1995.

Commenting on the proposals Ken Foreman, Attwoods' chief executive, said:

"BFI has persisted for more than six weeks in its attempts to

acquire Attwoods on the cheap, prompted by a forced seller

concerned only with its own selfish interest, and in the face

of clear resistance from the great majority of our shareholders.

"Since BFI has so far refused to acknowledge Attwoods' true

value in its offer, it is the board's duty to propose a

practical means of maximizing value on shareholders' behalf.

That is precisely what we have done today. And in the process

we have outlined a way to create a more focused business which

will have great attractions for potential partners in the U.S.

"We now intend to devote all our energies to realizing and

distributing the full value of Attwoods to shareholders as

quickly and efficiently as possible. The starting point is

for shareholders to reject BFI's bid and allow it to lapse,

which is what I would urge them all to do."

According to Attwoods, BFI launched its hostile bid for Attwoods on Sept. 20, 1994, taking opportunistic advantage of an historic low point in the company's share price, offering no premium over that price.

BFI's formal offer document was posted on Oct. 3, 1994.

Attwoods posted its first formal defense document on Oct. 14, demonstrating why BFI's bid seriously undervalues the company. On Oct. 28, Attwoods posted its annual report and accounts for the year ended July 31, 1994 together with a second document detailing the improving outlook for each of its businesses in the current year and beyond.

On Nov. 10, Attwoods posted an estimate of its first quarter results, together with a valuation of its U.K. real property assets.

BFI has until Nov. 18, 1994 to increase its offer.

Under U.K. takeover regulations, BFI cannot close its offer without giving shareholders 14 days notice after going unconditional.

CONTACT: Attwoods plc, London

              Ken Foreman, 011-44-71-860-1090
              or
              Smith Barney Inc., New York
              Bruce Cummings, 212/698-6745
              or
              S.G. Warburg & Co. Ltd.
              Robin Budenberg, 011-44-71-860-1090
              or
              Attwoods plc, Coconut Grove (U.S. office)
              Kim Janusz, 305/856-4791