Wilshire Real Estate Investment Trust said Friday it has offered to buy Imperial Credit Industries' mortgage REIT for $400 million of stock.

Wilshire said the Imperial Credit Commercial Mortgage Investment Corp. has not been achieving the returns it promised investors. "We can achieve higher shareholder value," said Andrew Wiederhorn, Wilshire's chief executive officer. The Imperial REIT said its board would consider the offer and was being advised by Friedman, Billings, Ramsey & Co.

Imperial Credit Commercial Mortgage is managed by a subsidiary of Imperial Credit, a finance company spun off from Imperial Bancorp in 1992. The bank owns 23% of Imperial Credit. Last week, Imperial Credit said it would report a third-quarter loss of up to $75 million. The week before, Imperial Bancorp said it would postpone the spinoff of yet another subsidiary because of the slide in Imperial Credit's shares.

Both REITs invest in commercial mortgages, securities, and real properties, but Imperial's REIT is more limited, Mr. Wiederhorn said. Wilshire is proposing to manage the Imperial REIT's assets, he said.

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