News Release
Nov. 10, 2000

DUKE ENERGY NORTH AMERICA AND UNITED AMERICAN ENERGY CORP. SIGN DEFINITIVE AGREEMENT WITH ALLIED WASTE INDUSTRIES FOR AMERICAN REF-FUEL COMPANY

Will Position Duke/UAE Ref-Fuel As The Largest Waste-To-Energy Company In The Northeast And The Third Largest In The United States

SCOTTSDALE, AZ (November 10, 2000) – Allied Waste Industries, Inc. (Allied) (NYSE: AW) today announced the sale of its interests in two American Ref-Fuel (Ref-Fuel) facilities to Duke/UAE Ref-Fuel. In addition, Allied will assign control of its four remaining facilities to Duke/UAE. The transaction will position Duke/UAE Ref-Fuel, by operating six facilities, as the largest waste-to-energy company in the northeast and the third largest in the United States.

Duke/UAE -- a joint venture of Duke Energy North America (DENA) and United American Energy Corp. (UAE) -- currently owns 50 percent of Ref-fuel. Under the agreement, Duke/UAE will acquire Allied’s 100 percent ownership interest in the Ref-Fuel Chester, Penn. facility; 50 percent interest in the Rochester, Mass. facility; and 51 percent interest in Ref-Fuel’s marketing company.

Additionally, the ownership structure of the four remaining Ref-Fuel facilities located in New York, New Jersey and Connecticut will be modified to give Duke/UAE operational control of the entities. In aggregate, the Ref-Fuel facilities process more than five million tons of municipal solid waste annually and have a generating capacity of 363 megawatts.

"Our agreement constitutes the final step in our asset divestiture program," said Tom Van Weelden, Chairman and CEO of Allied. "This transaction will allow us to reduce our debt by approximately $300 million and free up more than $130 million in letters of credit which were previously committed to the waste-to-energy business."

"With the increasing demand for electricity, we see solid growth opportunity in the waste-to-energy business," said Jim Donnell, DENA president and CEO. "Ref-Fuel is a leader in this segment of the power industry. The company’s knowledge of the waste-to-energy business, operational excellence and waste sourcing proficiency complement Duke Energy’s technical and energy trading capabilities."

"UAE welcomes the opportunity to increase its participation in Ref-Fuel," said David Goodman, president and CEO of UAE. "This investment aligns with our mission to provide environmentally sustainable energy solutions and positions us as a leader in the northeast waste-to-energy market."

"We’re pleased that Ref-Fuel’s ownership structure is clearly established and that we have emerged with strong investors who are prominent players in the energy industry," said Ref-Fuel Chairman and CEO Paul Varello. "We’re encouraged by the confidence they’ve shown in Ref-Fuel’s ability to continue the successful growth of our business."

"This transaction has solid benefits for all four companies," said Saul Fox, CEO of Fox Paine. "We are very excited by UAE’s greater participation in Ref Fuel, the premier waste-to-energy company in the United States."

The transaction is subject to customary closing provisions and the consents and approvals of relevant municipalities and regulatory agencies, along with an investment grade rating of the acquiring entity from the credit rating agencies.

Allied Waste Industries, Inc. is the second largest waste services company in the industry providing collection, recycling and disposal services to residential, commercial and industrial customers throughout the United States. As of September 30, 2000, the company operated 338 collection companies, 152 transfer stations, 164 landfills and 75 recycling facilities in 40 states.

Duke Energy North America (DENA), a Houston-based subsidiary of Duke Energy (NYSE:DUK), is a wholesale electricity, natural gas and energy trading company. Duke Energy, a diversified multinational energy company, creates value for customers and shareholders through an integrated network of energy assets and expertise. Duke Energy manages a dynamic portfolio of natural gas and electric supply and trading businesses – generating revenues of nearly $22 billion in 1999. More information about the company is available on the Internet at: www.duke-energy.com.  United American Energy Corp., based in Woodcliff Lake, N.J. is a privately held company formed to develop, acquire, own and manage a wide range of energy assets, principally electric power generating facilities. A nationwide leader in independent energy development, UAE revives troubled projects, develops new facilities and strengthens healthy ventures. UAE has developed expertise in multiple electric power generating technologies including gas-fired cogeneration, hydroelectric generation, and generation powered by gasified coal and solid waste fuels. UAE also owns and operates the largest underground anthracite mine in the U.S.

Fox Paine & Company, LLC, a San Francisco based investment firm, worked with all of the parties in structuring the transaction. Fox Paine, which manages investment funds in excess of $1.4 billion that provide equity capital for management-led corporate transactions, is UAE’s major shareholder. Investing in growth-oriented power and energy companies is a significant focus for Fox Paine.

 

Allied Waste’s Safe Harbor for forward-Looking Statements

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as the company "believes," "anticipates," "expects" or words of similar import. Similarly, statements that describe the company’s future plans, objectives or goals are forward-looking statements.

Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Examples of such risks and uncertainties include, without limitation, the ability of Allied to continue its vertical integration business strategy in a successful manner; the ability of Allied to successfully pursue and continue a disciplined market development program, the ability of Allied to successfully integrate the acquired operations, to exit certain regional markets and certain non-strategic businesses, whether and when the recent transactions concluded or completed will be accretive to Allied’s earnings, the amount of consideration to be paid and timing of the closing of potential transactions currently under definitive agreement, and whether Allied will be successful in negotiating asset sales.

Other factors which could materially affect such forward-looking statements can be found in the company’s periodic reports filed with the Securities and Exchange Commission, including risk factors detailed in Management’s Discussion and Analysis in Allied’s Form 10-K for the year ended December 31, 1999. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward looking statements. The forward-looking statements made herein are only made as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Contact: Jennifer Pierce – Manager, Public Affairs, DENA
Phone: 713-627-5719
24 Hour Phone: 704-382-8333
Email: jmpierce@duke-energy.com
Contact: Michael Burnett, Director, Investor Relations, Allied Waste Industries, Inc.
Phone: 480-627-2785
24 Hour Phone: 704-382-8333
Email: investor@awin.com
Contact: Sylvia Golbin – Manager, Corporate Communications, United American Energy Corp.
Phone: 201-307-1818
24 Hour Phone: 704-382-8333
Email: sylvia.golbin@uaecorp.com
Contact: Lyle Hanna – Manager, Marketing Communications, American Ref-Fuel
Phone: 281-649-4866
24 Hour Phone: 704-382-8333
Email: lyle.hanna@ref-fuel.com