CHEMLAWN <CHEM> REJECTS WASTE'S <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.