Imperial Credit Industries said Thursday that it is proposing to pay $280 million to take control of Imperial Credit Commercial Mortgage Investment Corp., a real estate investment trust it manages.

Imperial Credit Industries, which already owns 10% of the trust and sponsored it when it went public in October 1997, would pay $11 per share- an 11% premium over the closing price Wednesday. Shares had traded as low $6.50 in October after the downturn in the asset-backed securities market.

Imperial Credit would buy the 125 million shares it did not already own.

The REIT earned $4.8 million for the quarter ended March 31, down nearly 40% from the same period in 1998. It has about $757 million of assets and is chaired by Imperial Credit's chairman, H. Wayne Snavely.

The deal would be the latest step in a restructuring of Imperial Credit, a Torrance, Calif., finance company that is 24% owned by Imperial Bancorp of Los Angeles.

The banking company has been trying to sell its stake in Imperial Credit since last year.

The bank had an earlier deal with Leucadia National Corp., prompting George L. Graziadio, chief executive of Imperial Bancorp, to say that the bank "looks forward to divesting ourselves of these shares and concentrating on our core business of banking."

But the deal was terminated March 29. Mr. Snavely of Imperial Credit said that Leucadia had wanted a "controlling interest in Imperial Credit" and that the timing was wrong to "redeem our shareholder rights plan or in any other way accommodate a new investor's acquisition of a control position in our stock at current prices."

Imperial Bancorp said at the time that it planned to hire an investment banker to help it dispose of its Imperial Credit shares. And since then, Imperial Credit has been busily restructuring its business.

The REIT's poor performance and deteriorating stock portfolio spurred the finance company to action, said Charlotte Chamberlin, a Jeffries & Co. analyst.

"ICI decided that rather than have this red flag out there they could buy it back in and keep it as a private mortgage REIT," she said.

The move is good for Imperial Bank, Ms. Chamberlin said, because the finance company is the most likely buyer of Imperial Bancorp's stake.

Imperial Credit also said that it sold its Argentinian mortgage portfolio for $23 million and closed Credito Imperial Argentina, the mortgage operation it owned there. The buyer was not disclosed.

Mr. Snavely said the sale was "consistent with our stated strategy to exit noncore businesses."

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