CHEMLAWN &lt;CHEM> REJECTS WASTE'S &lt;WMX> OFFER

  ChemLawn Corp said its board
  rejected Waste Management Inc's 27 dlr-per-share tender offer
  and urged its shareholders not to tender their shares.
      ChemLawn said its board asked management and its financial
  advisor, Smith Barney, Harris Upham And Co Inc, to seek other
  purchasers of the company to maximize shareholder value.
      ChemLawn also said it adopted a shareholder rights plan, or
  "poison pill," during a 120-intermin safeguard period its board
  adopted to deter attempts to acquire the company through any
  means other than an all-cash tender offer while it seeks other
  purchasers.
      ChemLawn also said it began litigation against Waste
  Management in federal court in Columbus, seeking injunctive and
  other relief.
      The suit alleges, among other things, that certain Waste
  Management officers and directors purchased ChemLawn's stock
  before making the tender offer. ChemLawn claimed such purchases
  possibly violated the officers' fiduciary duties and the
  Securities and Exchange Commission's insider trading rules.
      Last week, Waste Management made a tender offer to acquire
  ChemLawn for 27 dlrs per share or 270 mln dlrs.
      ChemLawn said its board was determined that Waste's offer
  was inadequate and not in the best interest of shareholders,
  and could "adversely affect" the interests of its employees,
  suppliers, creditors, and customers.
      "Our board carefully reviewed Waste Management offer and
  concluded that it does not fully reflect the value of the
  company. We strongly urge our shareholders not to tender their
  shares to Waste Management," said Chairman L. Jack Van Fossen.
      ChemLawn said its rights plan is designed to protect
  shareholders against abusive tactics, such as "market
  accumulations by Waste Management or others."
      Under the plan, one comon stock purchase right will be
  distributed as a dividend on each outstanding share of ChemLawn
  common.
      ChemLawn said its rights holders can buy a share of its
  common for one dlr if any entity acquires 25 pct or more of its
  commmon, other than by an all cash tender offer for all its
  shares or an approved acquisition agreement by its board.
      It said the rights expire July three 1987, or 60 days after
  they become exercisable if later than that date. It said its
  board may redeem the rights for five cts per right any time
  prior to their exercise date.
      ChemLawn said the plan will not be triggered by purchases
  purusant to Waste Management's present tender offer.
      It said the dividend will be paid to shareholders of record
  March 20.
  

