After a board meeting in New York today, Mattel (MAT) - Get Report CEO Jill Barad stepped down from her position. Barad's departure follows a series of disappointing quarters stemming from Mattel's floundering Learning Co. division.

Along with its management changes, the company released its fourth-quarter results of a 4-cent loss, greatly missing the 11-analyst estimate of 25 cents a share and down from the year-ago profit of 20 cents.

Mattel said its board of directors would manage the company's operations until it taps Barad's successor. Mattel's shares tacked on 1/8 to 11 15/16.

TheStreet.com's

Herb Greenberg wrote a

piece on Mattel's struggles late last year.

Mannesmann

of Germany said yes to a friendly get-together with

Vodafone AirTouch

(VOD) - Get Report

in a stock swap valued at $198.9 billion, according to

Bloomberg

.

Vodafone will pay 59 of its shares for each Mannesmann share, giving the German company 49.5% of the combined group, the news service said, citing people familiar with the companies. That values Mannesmann at $365 a share, 15% more than yesterday, based on closing prices. Shares of Vodafone lost 1 1/2 to 61 1/2.

Mergers, acquisitions and joint ventures

Ericsson

(ERICY)

has agreed to buy $1.5 billion in flash-memory chips from

Intel

(INTC) - Get Report

in a pact over three years. Shares of Ericsson added 5 1/16, or 6.3%, to 85 7/16 and Intel gained 4 3/16 to 104 3/16.

Ford

(F) - Get Report

offered free

Hewlett-Packard

(HWP)

computers and printers and cut-rate Internet access to its 350,000 employees worldwide. Ford lifted 1/8 to 48 3/4 and Hewlett-Packard bounced 2 15/16 to 113 1/2.

H-P also announced the formation of a joint venture with

Eastman Kodak

(EK)

that the companies hope will offer more printing options for film developing. Shares of Eastman Kodak climbed 1 5/8 to 63 1/8.

Motorola

(MOT)

said it signed a $1.5 billion mobile communications deal with Turkish wireless phone system operator,

Telsim

. Shares of Motorola leaped 7 7/8, or 5.4%, to 152 1/2.

The board of Norway's

NCL

(NRW)

, a cruise concern, recommended to its shareholders that they accept

Carnival

(CCL) - Get Report

and

Star Cruises'

takeover

bid. Shares of NCL skidded 7/16 to 16 5/8, while Carnival lifted 2 1/4, or 5%, to 47 1/4.

Nokia

(NOK) - Get Report

jumped 8 to 194 after it said it won a mobile network deal from Italian operator

Blu

worth about $175.3 million.

Verio

(VRIO)

and

Lycos

(LCOS)

have teamed up to offer e-commerce services to merchants. Shares of Verio slipped 1 3/16 to 61 1/8 and Lycos mounted 1 1/4 to 74 1/8.

VA Linux Systems

(LNUX)

will acquire

Andover.Net

(ANDN)

. VA Linux said each share of Andover.Net will be exchanged for 0.425 a share of VA Linux. Shares of VA Linux plummeted 8 7/8, or 6.4%, to 128 and Andover.Net climbed 9 1/8, or 25.3%, to 45 1/8.

For more on this

story, check out the coverage from

TheStreet.com/NYTimes.com's

joint newsroom.

Earnings/revenue reports and previews

(

Earnings estimates from First Call; new highs and lows on a closing basis unless otherwise specified. Earnings reported on a diluted basis unless otherwise specified.

)

Amazon.com

(AMZN) - Get Report

soared 14 3/4, or 21.2%, to 84 3/16 after it posted a pro forma fourth-quarter loss of 55 cents a share, wider than both the 28-analyst estimate of a 48-cent loss and the year-ago 7-cent loss.

During a conference call with investors, CFO Warren Jenson said that, "Q4 of 1999 was a high point for the overall level of operation losses as both a dollar amount and as a percentage of sales." Jenson and CEO Jeff Bezos said they see operating losses as a percentage of revenues declining from more than 20% in the fourth quarter to the single digits by the end of 2000.

Today,

Credit Suisse First Boston

reiterated its strong buy rating on Amazon.

AnnTaylor

(ANN)

sank 4 9/16, or 21.1%, to 17 1/16 after it said its January same-store sales rose 2.8% and said it expects fourth-quarter earnings of 50 cents to 51 cents, below the 13-analyst estimate of 57 cents.

Banc of America

cut Ann Taylor to buy from strong buy.

Merrill Lynch

lowered its intermediate-term rating to neutral from buy. Merrill maintained its long-term buy rating on the stock.

Keebler

(KBL)

skidded 9/16 to 23 after it reported fourth-quarter earnings of 50 cents a share, ahead of the 11-analyst estimate of 44 cents and the year-ago 39 cents. First Boston analyst David Nelson raised the stock to strong buy from buy.

Newell Rubbermaid

(NWL) - Get Report

declined 3 1/16, or 10%, to 27 1/2 after it posted fourth-quarter earnings of 54 cents a share, in line with the 17-analyst estimate and up from the year-ago 46 cents. The company also said it expects to post first-quarter earnings between 27 cents a share and 29 cents. The first-quarter 10-analyst estimate is 31 cents a share.

Wal-Mart's

(WMT) - Get Report

was unchanged at 58 3/8 after it said January same-store sales rose 4.1%. Wal-Mart, the world's largest retailer, also said it will take a non-cash charge of 5 cents a share because of a change in its accounting for membership revenue.

Offerings and stock actions

Robertson Stephens

priced 5 million shares of

Centra Software

(CTRA) - Get Report

above range at $14. The company supports live business collaboration over the Internet. Shares flew 19 5/16, or 137.9%, to 33 1/4.

Delta & Pine

(DLP)

added 1/4 to 16 11/16 after it set a buyback of up to $50 million in stock.

Jones Pharma

(JMED)

hopped 3 3/8, or 5.2%, to 60 7/16 after it set a 3-for-2 stock split.

Marriott International

(MAR) - Get Report

edged up 13/16 to 32 1/4 after it said that it added 25 million shares to its current share-buyback program.

PaineWebber Group

(PWJ)

declined 1/16 to 38 7/8 after it said it added 18 million shares to its current share-repurchasing program.

Winstar Communications'

(WCII)

jumped 7 9/16, or 10.7%, to 78 5/16 after its board has declared a 3-for-2 stock split.

Analyst actions

Merrill Lynch upgraded its intermediate-term rating on

Adobe Systems

(ADBE) - Get Report

to buy from accumulate. Shares of Adobe Systems climbed 7 3/4, or 12.6%, to 69 1/16.

Merrill raised its 12-month price target on

Altera

(ALTR) - Get Report

to 76. Shares of Altera shot up 5 13/16, or 8.4%, to 75 1/16.

Lehman Brothers

upgraded

British Telecommunications

(BTY)

to buy from outperform. Shares of British Telecom advanced 5 5/8 to 162 1/8.

ABN Amro

cut its pretax profit forecasts on the stock by 3.7% for 2000 and by 13.5% for 2001, while First Boston also cut its 2000 pretax forecast by 11%, and 2001 forecasts by 17.5%

J.P. Morgan

raised the stock to a buy and

Deutsche Bank

cut its price target while maintaining a strong buy rating.

Lehman Brothers raised its earnings estimates and price target on

ASM Lithography

(ASML) - Get Report

. Lehman raised its earnings-per-share estimate in 2000 to $2.40 from $2.33 and raised its estimate for 2001 to $3.45 from $3.15. Lehman raised its one-year price target to 180 from 165. Shares of ASM Lithography jumped 7 3/4, or 5.8%, to 140.

Lehman raised its earnings estimates and price target on

Cymer

(CYMI)

. Lehman raised its per-share earnings estimate for 2000 to $1.45 from $1.40 and for 2001 to $2.30 from $2.25. The firm raised its price target to 85 from 75. Shares of Cymer added 1 13/16 to 59 1/4.

Warburg Dillon Read

initiated coverage of

Endocare

(ENDO)

at buy with a 12-month price target of 17. Shares of Endocare tacked on 1 1/4, or 10.3%, to 13 3/8.

Salomon Smith Barney

rolled out coverage of

Intrawest

(IDR)

with an outperform rating. Shares of Intrawest mounted 1 3/8, or 9.9%, to 15 3/16.

Salomon Smith Barney upped its rating on

Polaroid

(PRD)

to outperform from neutral. Shares of Polaroid gained 1/2 to 25 7/8.

Goldman Sachs

raised

Praxair

(PX)

to trading buy from market outperform. Shares of Praxair rose 1 1/2 to 40 1/2.

Morgan Stanley Dean Witter

initiated coverage of

Spectrasite

(SITE) - Get Report

at strong buy with a price target of 25. Shares of Spectrasite slid 3/8 to 21 1/4.

Merrill upgraded its intermediate-term rating on

Tommy Hilfiger

(TOM)

to accumulate from neutral. Shares of Tommy Hilfiger moved up 1/2 to 14 5/16.

Miscellany

Humana

(HUM) - Get Report

gained 1/8 to 8 7/16 after it said it named Michael McCallister as CEO.

The

World Wrestling Federation

(WWFE)

shed 3 3/4, or 23.3%, to 12 5/16 after it announced it is forming a new professional football league, the

XFL

.

In response, Merrill downgraded its long-term rating on the stock to accumulate from buy. Merrill kept is intermediate-term rating at accumulate because of "the positive momentum of the wrestling business."

The Heard on the Street column in

The Wall Street Journal

said the number of parent companies spinning off high-growth units has soared along with valuations of Internet and high-tech companies.

Potential spinoffs, according to the story, include

IDT

(IDTC)

and its offshoot

Net2Phone

(NTOP)

Shares of IDT advanced 3/8 to 21 3/16 and Net2Phone tacked on 3/8 to 42 7/16.