As Countrywide Credit Industries looks for a buyer, many experts say the most likely candidates would be a banks without big mortgage operations, perhaps a European institution.

Countrywide's unique culture and corporate structure - until recently it had no commissioned sales force - would not mesh well with a traditional mortgage banking company, analysts said.

The list of possible suitors, at least those deemed likely by analysts, includes large banks in the United States and Europe, along with the giant Seattle thrift Washington Mutual and the global insurance giant American International.

European institutions might be more willing to pay the premium expected for a franchise that chairman Angelo Mozilo has spent 30 years building, analysts said. That theory perhaps undermines the notion of a deal with Wamu, which news wire reports and brokerage-house research have recently identified as a suitor.

Less clear is the likelihood of an attractive offer from Chase Manhattan, Wells Fargo, or Citigroup. Nevertheless, these names have been raised as possible buyers for the last big independent mortgage company.

Countrywide has not acknowledged that it is for sale. In an interview with American Banker in March, Mr. Mozilo said a sale was no longer out of the question, reversing his earlier no-way stance. Last month CNBC, citing anonymous sources, said Countrywide had hired Goldman Sachs to shop it around.

This week a spokeswoman for Countrywide said that the company does not comment on matters relating to mergers and acquisitions, and that she could neither confirm nor deny that it is even for sale.

But analysts, such as Richard A. Eckert of Sutro & Co., have no doubt.

"They realize that the jig is up in mortgage banking," Mr. Eckert said. "With wafer-thin profit margins in the conforming loan business, they're looking to maximize shareholder value. The only issue is the asking price."

Wamu and Wells Fargo are rumored to have offered $45 a share, or $5.1 billion. Both companies declined to comment. But even if Wamu has made an offer, analysts said, Countrywide officials have their hearts set on a big, liquid money-center bank, like Citigroup, Wells Fargo, Chase Manhattan, Bank of America, or a large conglomerate with deep pockets like General Electric.

Most observers believe that any sale would include a large exchange of shares, and that Countrywide hopes to swap its shares for a large financial stock off its 52-week high that has growth potential. Washington Mutual's stock closed Tuesday at $34.875, near its 52-week high of $35.875.

Analysts disagreed on how much a sale of Countrywide would garner. Some argued that $45 a share represents the low end of its value - or at least what Countrywide officials are looking for - while others see it as a fair price. All agreed, however, that Countrywide would want at least $50 a share.

"I wouldn't rule out any large depository," said Howard Shapiro, an analyst at Goldman Sachs. "The idea in this trade would be to get size and economies of scale, and that would work with any large servicer or originator."

To net its asking price, however, Countrywide may reach out to an overseas player. Mr. Eckert said U.S. suitors may not be willing to offer much more than $45 a share. "That may be a stumbling block."

Thomas Hain, an analyst with Lehman Brothers, agreed. "It seems like it's getting rich if you're moving north of $45."

Mr. Eckert said that the European contenders might be willing to pay $50 a share, or $5.7 billion, because of the consolidation in the banking industry across the Atlantic.

"Size means everything to the participant in that market," and a European firm would consider paying a premium to obtain a company that boasts 550 offices in the United States, he said.

Foreign institutions believed to be potential buyers include ABN Amro and Aegon NV of the Netherlands, UBS AG of Zurich, Deutsche Bank of Frankfurt, and Allianz AG of Munich, Germany.

Gary Gordon, an analyst at PaineWebber said a foreign bank "could benefit from Countrywide's expertise in the mortgage lending, because the business isn't as sophisticated in Europe."

A European bank without a U.S. mortgage operation might also be a better buyer because Countrywide is so different from its peers. For 26 years the company had no commissioned loan officers, instead paying salaries and bonuses to employees in its retail branches. Only this spring did it begin experimenting with commissioned sales people.

Mr. Eckert said whoever buys Countrywide "will try to integrate it. If it's a Wells or a Wamu, they will obviously close some branches, but Countrywide has its own culture, and there might be operational issues in integrating their way of doing things with an acquirers way of doing things."

Michael McMahon, an analyst with Sandler, O'Neill & Partners, said Citigroup has successfully integrated Salomon Smith Barney and could handle the entrepreneurial culture of Countrywide.

But a deal with Wells Fargo would be disastrous, he said.

"Unless Wells offers a premium that's too hard to turn down, it would be a very bad situation socially and pose tremendous integration risk," he said.


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