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THE HENLEY GROUP PROPOSES MERGER

 THE HENLEY GROUP PROPOSES MERGER
 HAMPTON, N.H., Feb. 11 /PRNewswire/ -- The Henley Group, Inc.


(NASDAQ: HENG) today proposed to the board of directors of Henley Properties Inc. (NASDAQ: HENP) a merger of the two companies in accordance with a previously announced recapitalization plan.
 Henley disclosed additional details of the proposed distribution and merger, as well as its intention to sell its remaining 6.5 million shares of Fisher Scientific International Inc. (NYSE: FSH) common stock before the reacapitalization plan is implemented.
 The actions followed approval of the plan by a special committee of the Henley Group Board of Directors appointed to review the proposed transaction.
 Under the plan, Henley Group shareholders would receive $250 million in cash (to be increased to the extent the net proceeds of the sale of the Fisher stock held by Henley Group exceed $20 per Fisher share), 100 percent of a new public company consisting primarily of Henley's wholly owned Pneumo Abex subsidiary, and securities of Henley Properties. Henley Group would merge with Henley Properties as part of the transaction.
 In the merger, Henley Properties would receive net assets of approximately $45 million, consisting of $113 million of assets and $68 million of liabilities that would remain in Henley after the distributions. Henley Properties would have the right to require the new public company to purchase specified real estate assets at a discount to market value, subject to an aggregate limitation of $75 million.
 Henley Group shareholders would receive the $185 million of Henley Properties debt instruments now held by Henley Group. Prior to the transaction, these securities will be modified to extend their maturities and to provide that interest and principal may, at Henley Properties' election, be paid with equity in the merged company. In addition, Henley Group shareholders would receive 50 percent of the common stock of the merged company as well as $30 million of its new preferred stock.
 Henley Group would cease to exist as a public company after merging into Henley Properties, and the merged corporation would be named The Bolsa Chica Company after its largest project, the proposed 1,700-acre coastal community of Bolsa Chica near Huntington Beach in Southern California's Orange County. Utilizing 1,200 acress of company-owned property, 350 acres of state land and other properties, the project would combine aesthetic residential development with the restoration and enhancement of wetlands and other environmental improvements.
 The new public company owning Pneumo Abex would be named Abex Inc., reviving the historical name of one of its major operating units. Abex would include net assets of approximately $150 million in addition to the Pneumo Abex operations which are aerospace and industrial businesses.
 In addition to requiring approval by the Henley Properties board, the proposed transaction is subject to a definitive merger agreement and approval by the shareholders of both Henley and Henley Properties, as well as by certain other third parties.
 Fisher was a wholly owned subsidiary of Henley Group until last December, when 8.5 million of its 15 million common shares outstanding were sold by Fisher and Henley in an initial public offering. In the offering prospectus, Henley said it contemplated disposing of its remaining Fisher holdings over time, subject to certain conditions. Each $1-per-share increase in the price of Fisher stock will result in an increase of about 33 cents per Henley share in the proposed cash dividend to Henley shareholders.
 -0- 2/11/92
 /CONTACT: Norman Ritter of The Henley Group, 603-929-2322/
 (HENG HENP FSH) CO: The Henley Group; Fisher Scientific International Inc. ST: Massachusetts, California IN: SU: TNM


TM-SH -- NE016 -- 8996 02/11/92 17:39 EST
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Date:Feb 11, 1992
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