Nabisco Group Holdings

(NGH)

jumped 3 3/8, or 17.1%, to 23 1/16 after it received takeover offers for its food division from

Philip Morris

(MO) - Get Report

and

Danone

(DA)

. Philip Morris gained 2 7/16, or 10%, to 26 3/4 while Danone rose 11/16 to 49 3/8. Carl Icahn launched a $6.5 billion bid for the remaining 90.4% interest in the company that he doesn't already hold. According to the

Journal

,

Cadbury Schweppes

(CSG)

also made a bid for the noncookie arm of the division. Cadbury slipped 1/4 to 27 3/8.

Nabisco Group Holdings spinoff

R.J. Reynolds

(RJR)

rose 13/16 to 24 after it said it is interested in making an offer after its former parent sells its food division and becomes a cash-rich shell company.

For more on this

story, see the coverage provided by

TheStreet.com/NYTimes.com

joint newsroom.

Pioneer Group

(PIOG)

soared 11 1/16, or 35.7%, to 42 1/16 after

Unicredito Italiano Group

agreed to acquire it in a cash deal valued at $1.2 billion. The terms call for Unicredito to purchase all of Pioneer's global investment management businesses. Pioneer would give its shareholders 100% of its ownership stake in its other assets before the deal is completed.

Mergers, acquisitions and joint ventures

America Online's

(AOL)

added 3 1/4, or 5.9%, to 58 5/8 after President Bob Pittman, during the

Banc of America Securities Growth Telecommunications, Media and Entertainment Conference

, announced that he expects the company's merger with

Time Warner

(TWX)

to produce total revenues of $40 billion in 2001. He said he sees cash flow rising 30% in the first year of the deal. Pittman also said that the deal would create cost savings about $1 billion in the first year. Time Warner tacked on 5 7/16, or 6.7%, to 86 1/16.

Bradley Real Estate

(BTR)

gained 2 3/4, or 14.9%, to 21 1/4 after it agreed to merge into

Heritage Property Investment Trust

, a privately held real estate investment trust based in Boston, in a deal valued at about $1.2 billion. According to terms of the deal, shareholders of Bradley would receive $22 for each of their shares.

Choice One

(CWON)

climbed 5/8 to 30 1/8 after it entered a cash and stock deal to purchase

US Xchange

. The terms call for Choice One to pay $311 million in cash and exchange 7 million shares of its shares for US Xchange, in a transaction totaling roughly $518 million.

EDS

(EDS)

climbed 1 7/8 to 63 1/8 after it pulled its bid to buy

Policy Management Systems

(PMS)

after finishing due diligence. Policy Management slid 5 3/8, or 33.7%, to 10 9/16. Last month, EDS launched an informal $18 to $20 a share offer for the company, topping a $14 a share bid from

Welsh Carson Anderson & Stowe

. Policy Management valued the merger at about $700 million.

EMC

(EMC)

axed its five-year deal to purchase $3 billion in disk drives from

IBM

(IBM) - Get Report

, reported

The Wall Street Journal

. The move puts a dent in IBM's efforts to sell more computer parts. EMC popped 4 1/2 to 132 while IBM slipped 1/4 to104 3/16.

Online broker

E*Trade Group

(EGRP)

climbed 13/16 to 20 5/8 after it will buy online investment bank

Wit Capital's

(WITC)

retail brokerage unit and make Wit its exclusive provider of new share issues. Wit Capital, in turn, has agreed to buy E*Trade's Internet investment banking unit,

E*Offering

, for 32 million Wit Capital shares, or 25% of diluted shares outstanding.

Based on Wit's closing price of 10 1/4, the deal is valued at $328 million. On a pro forma basis, E*Trade,

General Atlantic Partners

and

Softbank

will collectively own more than 25 million shares of Wit Capital. Approximately 20 million shares will be subject to a three-year restriction on sale. Wit Capital rose 1 5/16, or 12.8%, to 11 9/16.

For more on this

story, check out the coverage provided by

TheStreet.com/NYTimes.com

joint newsroom.

Additionally,

HealthAxis.com

(HAXS)

, a provider of Internet solutions for health insurance plan distribution, lost 5/8 to 4 7/8 after it entered into a strategic partnership with E*Trade. Under terms of the deal, HealthAxis.com will become the exclusive provider of online health insurance to E*Trade's U.S. customer base.

Oracle

(ORCL) - Get Report

gained 2 13/16 to 77 after it entered a pact with Web content providers and portals to extend its services. The software company's

Portal Partnership Initiative

includes EDS,

Ernst & Young

,

Infospace

(INSP) - Get Report

,

Net Perceptions

(NETP)

and

Verity

(VRTY)

. Infospace popped 5 25/32, or 11.1%, to 58, Net Perceptions rose 13/16 to 20 and Verity edged up 3/16 to 32 1/8.

Spanish Internet service provider

Terra Networks

(TRRA)

fell 2 3/8 to 57 after it said it was in talks with

Lycos

(LCOS)

in a move that could create a new global Internet giant behind America Online and

Yahoo!

(YHOO)

Lycos lifted 7 13/16, or 14.4%, to 61 15/16 and Yahoo jumped 4 5/16 to 130.

For more on this

story, see the coverage provided by

TheStreet.com/NYTimes.com

joint newsroom.

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Earnings/revenue reports and previews

AutoZone

(AZO) - Get Report

added 3 3/16, or 13.5%, to 26 7/8 after it said it expects to post third-quarter earnings of 50 cents a share, topping the 13-analyst estimate of 47 cents and up from the year-ago 39-cent profit. Lehman Brothers initiated coverage of the stock with an outperform rating.

Starbucks

(SBUX) - Get Report

slipped 1/16 to 32 1/2 after its executives forecast robust sales growth at 3,000 of its stores in the next few months, but said that the results wouldn't be as good as its recent reports. Chairman Howard Schultz told

Reuters

that same store sales growth would hit the high single digits, down from last-months 12% increase. Schultz and CFO Michael Casey rejected claims from a short seller, who said in

Barron's

that the stock was not meeting analysts' expectations.

Valspar

(VAL) - Get Report

gained 1 3/16 to 35 3/4 after it reported second-quarter earnings of 59 cents a share, beating the six-analyst estimate of 57 cents and up from the year-ago earnings of 51 cents a share.

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Analyst actions

Donaldson Lufkin & Jenrette

added

Ciena

(CIEN) - Get Report

to its focus list and removed

Young & Rubicam

(YNR)

. Ciena jumped 4 3/16 to 141 7/16.

Downgrades

Champion International

(CHA) - Get Report

: DOWN to market performance from buy at DLJ. Champion International popped 2 3/4 to 73 1/4.

Chevron

(CHV)

: DOWN to hold from buy at

ING Barings

. Chevron slipped 1/8 to 94 1/8.

Initiations

C-Cube Microsystems

(CUBE) - Get Report

: NEW strong buy at

Deutsche Banc Alex. Brown

; price target: 27. C-Cube Microsystems gained 1 1/4, or 6.9%, to 19 3/8.

Celestica

(CLS) - Get Report

: NEW medium-term buy at

Salomon Smith Barney

; 12- to 18-month price target: 60. Celestica was unchanged at 44 15/16.

Ispat

(IST)

: NEW intermediate accumulate, long-term buy rating at

Merrill Lynch

. Ispat declined 7/16 to 10 5/16.

Packard Biosciences

(PBSC)

: NEW intermediate, long-term buy rating at Merrill Lynch. Packard Biosciences climbed 1 3/4, or 15.9%, to 12 3/4.

Sycamore Networks

(SCMR)

: NEW strong buy at

Wit SoundView

. Sycamore Networks bounced 5 3/8, or 7.8%, to 74 1/8.

Group Moves

J.P. Morgan

downgraded the following auto and auto parts stocks:

  • Dana (DCN) : DOWN to market performer from buy. Dana lost 7/16 to 28 3/4.
  • General Motors (GM) - Get Report: DOWN to long-term buy from buy. General Motors added 1 3/32 to 86 1/8.
  • Gentex (GNTX) - Get Report: DOWN to long-term buy from buy. Gentex shed 1/2 to 29 15/16.
  • Lear (LEA) - Get Report: DOWN to market performer from buy. Lear skidded 1 3/4, or 6%, to 27 1/4.

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Offerings and stock actions

Cheesecake Factory

(CAKE) - Get Report

jumped 1 7/8 to 47 7/8 after it set a 3-for-2 stock split.

RehabCare Group

(RHB)

added 1/2 to 41 after it set a 2-for-1 stock split.

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Miscellany

priceline.com

(PCLN)

edged up 3/4 to 50 7/16 after it named its president and COO, Daniel Schulman, as new CEO. Schulman succeeds Richard Braddock as chief executive. Braddock will remain chairman.

For more on this

story, check out the coverage provided by

TheStreet.com/NYTimes.com

joint newsroom.

Abbott Laboratories

(ABT) - Get Report

and

Sangstat

(SANG)

tacked on 1 15/16, or 5.2%, to 38 15/16 after it said the

Food and Drug Administration

gave approval to market Abbott's Gengraf capsules, an immuno-suppressant for the prevention of organ rejection in kidney, liver and heart transplants.

Compaq

(CPQ)

added 3/4 to 27 7/8 after it said it will launch new Alpha server computers, attempting to become a big supplier of Web computers, reported

The Wall Street Journal

.

Del Monte Foods

(DLM)

moved up 11/16, or 8%, to 9 1/4 after it said CEO and president Richard Wolford has been named its chairman.

Iona Technologies

(IONA)

declined 1/8 to 52 after it tapped Barry Morris as its CEO.

Merrill Lynch

(MER)

will pay an administrative fine of $750,000 and faces up to $30 million in claims after failing to properly supervise two brokers in its Boston office, according to the

Massachusetts Securities Division

. The brokerage, which fired one broker after discovering his plan to swindle money from clients, agreed to settle the suit without admitting or refuting the claims. The stock gained 6 3/8, or 6.2%, to 109 1/8.

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