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WASTE MANAGEMENT SUBSIDIARIES PROPOSE NEW PUBLICLY TRADED COMPANY TO MARKET ENVIRONMENTAL, INFRASTRUCTURE AND CONSTRUCTION SERVICES

WASTE MANAGEMENT SUBSIDIARIES PROPOSE NEW PUBLICLY TRADED COMPANY TO
 MARKET ENVIRONMENTAL, INFRASTRUCTURE AND CONSTRUCTION SERVICES
 OAK BROOK, Ill., Nov. 13 /PRNewswire/ -- Waste Management, Inc. (NYSE: WMX) today announced that the managements of its Wheelabrator Technologies Inc., Chemical Waste Management, Inc. and The Brand Companies, Inc. subsidiaries have proposed to their boards of directors combining certain of their businesses to form a major new company to serve the environmental, infrastructure, construction and industrial services markets.
 To be called Rust International Inc., the proposed company would be headquartered in Birmingham, Ala., and would be among the nation's largest environmental consulting and infrastructure organizations and among the top domestic design and construction companies. It is expected that the businesses forming the new enterprise will have combined revenues in 1993 of approximately $1.8 billion and approximately 12,000 employees.
 The proposal calls for Wheelabrator Technologies to contribute its existing Rust International industrial design, engineering, construction, and project management business based in Birmingham, Ala., the SEC Donohue environmental engineering and consulting firm based in Greenville, S.C., and Wheelabrator Technologies' recently formed international engineering unit based in London.
 Chemical Waste Management would contribute its CWM Remedial Services Group; its 56-percent interest in The Brand Companies, Inc., an industrial services organization; and its 12-percent ownership interest in Waste Management International plc.
 The proposed company also would include the CWM Federal Environmental Services and Waste Management Environmental Services groups which have been organized primarily to pursue contracts to remediate contaminated government installations operated by the Federal Departments of Defense and Energy.
 The proposal calls for The Brand Companies to be merged with Rust International. Brand stockholders would have the option to receive shares in the new Rust International on a one-for-one basis for each Brand Companies share they hold or $17.875 per share in cash, which was the closing sale price per share on Thursday, Nov. 12, the last trading day preceding this announcement.
 The proposal contemplates that upon completion of the transaction Rust International will be owned approximately 50 to 55 percent by Chemical Waste Management, 30 to 35 percent by Wheelabrator Technologies, and 10 to 15 percent by the public.
 The transaction is subject to the negotiation of definitive agreements and approvals of special committees comprised of the independent members of the boards of directors of Chemical Waste Management, Wheelabrator Technologies, and The Brand Companies, all of which will be advised by independent financial and legal counsel. The merger of The Brand Companies is also subject to stockholder approval. If approved, the transaction is expected to be completed during the first quarter of 1993.
 "In combining these valuable and existing resources into a single organization, we would be instantly forming one of the leading companies in its field," said Dean L. Buntrock, chairman and chief executive officer of Waste Management. "With Rust International, we create a strong financial and operations group through which we can more effectively market and deliver our services to industry and government.
 "We see a significant market emerging for environmental project management, infrastructure design and environmental engineering and consulting here and abroad. We believe that this new company will be very well positioned to attack this market.
 "Rust International would offer customers in industry and government here and abroad a single source of expertise and capability to address virtually any need in the areas of project management and environmental engineering as well as infrastructure design and environmental consulting."
 Upon completion of the transaction, the Waste Management, Inc. organization would be comprised of eight operating groups: Waste Management of North America's East, South, Midwest and West solid waste organizations; Chemical Waste Management, Inc.; Wheelabrator Technologies Inc.; Waste Management International plc; and the new Rust International Inc.
 Chemical Waste Management, with its approximately 5,000 people, will continue to be the nation's leading company providing comprehensive hazardous waste collection, treatment and disposal services. Wheelabrator Technologies Inc., with about 3,000 people, will be comprised of its current trash-to-energy, clean water, clean air and engineered products businesses. The Waste Management of North America and Waste Management International groups will be unaffected by the transaction.
 Mr. Buntrock noted the strength and experience of the management team which would be assembled to lead Rust International.
 Its president and chief executive officer would be Rodney C. Gilbert, currently president and chief operating officer of Wheelabrator Technologies. Mr. Gilbert has 34 years in the engineering, project management, and construction industries with Rust and Wheelabrator Technologies.
 The proposed company is expected to be organized into six business areas: Rust Engineering; Rust Environmental Consulting; Rust Environmental Services; Rust Construction Services; Rust Industrial Services; and Rust Limited, the company's international unit.
 Waste Management said Rust International would have "preferred provider" status within Waste Management, providing environmental consulting, engineering, construction, on-site remedial and other industrial services to the Waste Management affiliates.
 The proposal calls for Waste Management, Inc. to provide a financing facility and for Chemical Waste Management, Inc. to serve as Rust's principal provider of special and hazardous wastes treatment and disposal services.
 Rust International also would have access to corporate support services provided by Waste Management, Inc., including corporate communications, environmental management and audit, finance, legal, risk management and other services.
 Mr. Buntrock noted the depth of talent of the people who would be part of the new company. At its inception, Rust International would include more than 5,000 scientists, engineers and project managers. More than 7,000 people would work in the areas of construction, safety and quality control.
 He said the resources comprising Rust International would represent a unique array of capability and experience. Wheelabrator Technologies' existing Rust International subsidiary has consistently been among the top design/construct companies in the United States, according to Engineering News Record. SEC Donohue is among the top environmental engineering and consulting companies and provides a spectrum of capabilities to meet environmental and infrastructure needs.
 The CWM Remedial Services Group is the nation's most experienced environmental cleanup organization, having completed more than 6,000 projects. The Rust field services group has more than 2,100 people and 80 years of experience serving some 40 industries. The Brand Companies is a leading company providing services to a broad base of industrial, commercial and institutional customers. Brand's service network includes scaffolding, industrial cleaning, marine construction, specialty nuclear services, asbestos abatement and dismantling.
 Waste Management, Inc. is the leading international environmental services company. Operating through subsidiaries and divisions throughout the United States, Canada, and 20 countries overseas, it provides comprehensive solid and hazardous waste services, energy recovery and environmental technologies and engineering resources.
 -0- 11/13/92
 /CONTACT: James E. Koenig, 708-572-8822 (analysts), or William J. Plunkett, 708-572-8898 (media), both of Waste Management/
 (WMX) CO: Waste Management, Inc. ST: Illinois IN: SU:


PS -- NY010 -- 0513 11/13/92 08:13 EST
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