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WASTE MANAGEMENT UNITS APPROVE RUST TRANSACTION; CHEMICAL WASTE MANAGEMENT, BRAND ANNOUNCE SPECIAL CHARGES

 OAK BROOK, Ill., Dec. 24 /PRNewswire/ -- The managements of Chemical Waste Management, Inc., Wheelabrator Technologies Inc. and The Brand Companies, Inc., all subsidiaries of Waste Management, Inc., announced today that special committees of their respective boards of directors have approved a proposal to combine certain of their businesses to form Rust International Inc., a new environmental services and infrastructure company.
 Under the agreement announced today, at the completion of the transaction Rust will be owned 52 percent by Chemical Waste Management, 37 percent by Wheelabrator Technologies and 11 percent by the public stockholders of Brand.
 The agreement calls for Brand to be merged into a wholly owned subsidiary of Rust. In the merger, Brand stockholders will have the option to receive shares in Rust on a one-for-one basis for each Brand share or $18.75 per share in cash.
 These terms reflect a modification of a management recommendation made on Dec. 9 under which the ownership of Rust was allocated 51.64 percent to Chemical Waste Management, 37.54 percent to Wheelabrator Technologies and 10.82 percent to the Brand Companies public stockholders. That recommendation also involved a merger of Rust and Brand on a share-for-share basis with Brand stockholders having the option to receive $17.875 per Brand share.
 As previously announced, the agreement calls for Chemical Waste Management to contribute to Rust its CWM Remedial Services Group, its 56.2 percent interest in Brand and its 12 percent interest in Waste Management International plc. Wheelabrator Technologies will contribute its existing Rust industrial design, engineering, construction and project management business, the SEC Donohue environmental engineering and consulting firm and Wheelabrator's recently formed international unit based in London.
 The agreement announced today is subject to the completion and execution of definitive transaction documentation and final committee action. It is, however, anticipated that the contributions by Chemical Waste Management and Wheelabrator Technologies in connection with the formation of Rust will be completed on Jan. 1, 1993. The merger of Brand, which is subject to approval by the holders of a majority of its outstanding shares, is expected to be completed during the second quarter of 1993. The agreement contemplates that Rust, which will own a majority stake in Brand at the time of the stockholder vote, will vote its shares in favor of approval of the merger.
 Separately, Brand announced that it had signed an agreement in principle today with NSC Corp. to acquire newly issued shares of NSC common stock equivalent to a 41 percent ownership interest in NSC, as well as NSC's interest in two industrial services businesses, in exchange for Brand's asbestos abatement business.
 Brand also announced that it would record a special charge of $19.2 million, or $0.85 per share, on an after-tax basis in the fourth quarter of 1992 reflecting a write-down of its investment in its asbestos abatement business and certain restructuring costs related to the formation of Rust. Excluding this special charge, Brand said that it expects earnings per share for the full year to be in the range of $0.96 to $0.98 per share.
 The proposed transaction with NSC is subject to certain conditions, including approval by the boards of directors of both companies and by the stockholders of NSC and the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. NSC is a holding company whose principal subsidiaries are engaged in the asbestos abatement and industrial services businesses, and is currently 70 percent owned by OHM Corp.
 Chemical Waste Management said that it expects also to record a special fourth quarter charge of approximately $15 million, or $0.07 per share, on an after-tax basis as a result of the restructuring of its business in connection with the Rust transaction. Additionally, the company said its fourth quarter earnings would be impacted by $0.05 per share on an after-tax basis as a result of the special charge announced by Brand. Excluding these two special charges, Chemical Waste said that it expects earnings per share for the year ending Dec. 31, 1992, to be in the range of $0.74 to $0.77 per share.
 -0- 12/24/92
 /CONTACT: Bill Plunkett, 708-572-8898, or (investors) Bruce Tobecksen, 708-218-1602, both for Waste Management/
 (CHW)


CO: Waste Management, Inc.; Rust International Inc. ST: Illinois IN: SU:

TS -- NY003 -- 9804 12/24/92 09:25 EST
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Date:Dec 24, 1992
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