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SAN DIEGO — 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 biomedical companies in the San Diego area. Henley Group President

Paul Montrone will become Fisher’s new chief executive. Cramer, who has made a fortune starting biomedical companies--including IVAC, IMED and Versaflex Delivery Systems--will do well on

his Fisher holdings as well. His 1 million shares are worth more than $20 million. Cramer and other Fisher executives bought Fisher stock through an equity purchase plan, putting 10% down

and borrowing the rest of the purchase price from the company at favorable terms. Henley’s buyout, which would be equal to $20.50 a share, must be approved by a special committee of five

Fisher directors who are not members of management at either Henley or Fisher. Approval is expected within 30 to 60 days, Cramer said Thursday. Fisher stock closed unchanged at $19.25 a

share in Thursday trading on the over-the-counter market. Cramer said Fisher “didn’t work out” as an independent public company, in part because Henley lost its bid to take over Santa Fe

Southern Pacific Corp. in 1988. Henley had planned to sell the rest of its interest in Fisher to finance such a takeover. With a takeover no longer in the offing, Henley lost its motive to

spin off Fisher, Cramer said. Based in La Jolla, Fisher Scientific, which makes medical and research supplies and instrumentation, reported net income of $38 million on sales of $957 million

for fiscal 1988. The previous year it earned $30 million on sales of $908 million. Fisher is one of four spinoffs that Henley’s management has engineered since Henley went public in May

1986. First came Fisher in April 1987, then Wheelabrator Technologies in September 1987 which was spun off in a initial public stock offering. Henley Manufacturing was the next to be spun

off in December 1987, also by means of a stock dividend to Henley shareholders. At the end of 1988, Henley divided itself into two public companies, with the old Henley renamed Wheelabrator

Group and the new entity named Henley Group. Henley shareholders who bought one share of Henley for $21.25 in the May 1986 initial stock offering and who have kept all their dividends now

have shares worth $28.88, Henley spokesman Norm Ritter said Thursday. Taking Fisher private will facilitate a restructuring of the company, Henley said in a statement. Fisher previously

announced it was considering the sale of its IMED and Instrumentation Laboratory units. MORE TO READ