Henley Group

Moving from a small suite of offices in New York, Henley, the $3.8-billion (assets) spinoff of Allied-Signal, said it will take over the 87,000-square-foot, Spanish-style building that once served as corporate headquarters of Signal Cos. Henley, with 35 subsidiaries formerly in the Allied-Signal fold, will house about 40 executives at the facility. The company employs about 22,000 people at 200 locations around the world and, with $3.

Henley Group Inc. has filed a statement with the Securities and Exchange Commission for permission to issue to shareholders a stock dividend in Henley Manufacturing Corp., an independent unit Henley is forming from its chemical and certain manufacturing operations. One share in HMC would be issued for approximately each 20 shares of Henley stock owned, a spokesman said. Henley stockholders entitled to fractional shares will receive cash instead, he added.

Momentum seems to have left the stock market despite last week's high volume and evidently was attributable to Friday's triple-witching hour, according to Irving Katz, director of research for Thomas Green/San Diego Securities. The Dow Jones Industrial Average, which fell during the past two weeks, fell again on Monday on low volume. Henley Group was the large loser of the week, giving up $3. The company continues to confuse its shareholders with its machinations, Katz said.

Henley Group, the recently formed Allied-Signal spinoff, on Friday said it signed a definitive agreement to purchase San Diego-based Imed from Warner-Lambert Co. for $163.5 million. Imed, a medical technology firm that has 1,200 employees in San Diego, will join a Henley health technology division that includes Pittsburgh-based Fisher Scientific and Boston-based Instrument Laboratories, according to Henley Chairman Michael Dingman.

In a filing Wednesday with the Securities and Exchange Commission, Henley Group disclosed details of its previously announced plan to separate into two publicly held companies. The current Henley Group will be renamed Wheelabrator Group and will own all of Henley's refuse-to-energy assets, including its 60% stock ownership of Wheelabrator Technologies--a leading developer and operator of refuse-to-energy plants.

Again downplaying the significance of its unbroken string of huge quarterly losses, Henley Group Inc. reported a $37 million loss on $913 million in revenue for the second quarter ended June 30. So far this year, Henley has lost $120 million on sales of $1.8 billion.

Henley Group Inc. announced Thursday it will spinoff a minority interest in its wholly owned Wheelabrator Technologies Inc. subsidiary in an initial public offering of Wheelabrator common stock that could raise up to $138 million. An owner-operator of six trash-to-energy plants with 10 more under construction or in planning stages, Wheelabrator posted pro forma net income of $4.8 million on sales of $849.2 million for the fiscal year ended Dec. 31.

In what was widely interpreted as surrender in its eight-month effort to take over Santa Fe Southern Pacific Corp., Henley Group said Friday that it is abandoning its plan to mount a proxy fight to gain representation on SFSP's board. The disclosure, made in a filing Friday with federal securities regulators, followed a series of setbacks for Henley in its attempt to take over SFSP, a Chicago-based energy, transportation and real estate concern. Henley is SFSP's largest shareholder, with 15.

In a deal that is coincident with its efforts to raise money for a possible acquisition of Santa Fe Southern Pacific Corp., Henley Group has signed a letter of intent to sell its M. W. Kellogg Co. subsidiary to Dresser Industries of Dallas.

In a transaction with a potential value of $125 million, Henley Group said Thursday that it plans to buy back the 20% of Fisher Scientific Group stock that it does not own. Most of that 20% was distributed as a stock dividend to Henley shareholders in April, 1987. Henley also said Fisher Chairman Richard Cramer is resigning from his other job as chief executive but will stay on as chairman. In an interview, Cramer said he plans to devote more time to community activities and to starting up biomedical companies in the San Diego area.

Henley Group: The La Jolla-based conglomerate had a loss from continuing operations of $10 million in the first quarter, down from a loss of $68 million from continuing operations in last year's first quarter. Revenue was $283 million, up from $239 million. The company said the improved results reflected reduced interest expense, decreased amortization of goodwill and other non-cash charges and equity income from Henley's investment in Itel Corp.

Amgen Inc.--Financial results for the 12 months ending with its third quarter were from unaudited figures provided by the company. Carter Hawley Hale Stores--In 1987, the company changed its fiscal year-end to July from January.The company presented audited financials for the 26-week period ending Aug. 1, 1987. Results for the 52 weeks ending Aug. 1, 1987 are presented on an unaudited basis to allow comparison to the 52 weeks ending July 30, 1988. Citadel Holding Corp.--1988 year-end data for Citadel Holding Corp.

Henley to Buy Manufacturer: Henley Group Inc. said it has agreed to purchase Wasserstein, Perella & Co.'s 50% interest in PA Holdings Corp. for about $165 million in cash. The transaction will make Henley the sole owner of PA Holdings, which primarily manufactures aircraft equipment and had about $1 billion in sales in 1988.

In a filing Wednesday with the Securities and Exchange Commission, Henley Group disclosed details of its previously announced plan to separate into two publicly held companies. The current Henley Group will be renamed Wheelabrator Group and will own all of Henley's refuse-to-energy assets, including its 60% stock ownership of Wheelabrator Technologies--a leading developer and operator of refuse-to-energy plants.

Henley Group has increased its holdings in Santa Fe Southern Pacific Corp. to 14.1% of the firm's outstanding shares from 5% and said it may try to take control of the Chicago-based transportation, energy and real estate company through a tender offer or merger. In a filing Wednesday with the Securities and Exchange Commission, Henley said it had a "high regard for SFSP's management and directors" and would work with SFSP "in a constructive fashion to maximize stockholder values."

In the latest in a succession of restructuring moves that began shortly after it was formed two years ago, Henley Group said Wednesday that it is dividing itself into two publicly held entities, a realignment designed to focus more investor attention on its refuse-to-energy business. Henley, which is based in La Jolla, also said its board had authorized the repurchase of up to 20 million of the 90 million Henley shares now outstanding.