Amid an overall down day, investors reserved the harshest treatment for stocks with bad news. Today that meant Dow component Wal-Mart (WMT) - Get Report, software maker Novell (NOVL) and Manor Care (HCR) - Get Report all took it on the chin. See the earnings and analyst actions sections below for details.

Bestfoods

(BFO) - Get Report

on the other hand, was one of the few stock jumping higher today. The company, which makes products such as Hellmann's mayonnaise and Skippy peanut butter, bounced up 10 7/8, or 21.2%, to 61 1/4 after it said

Unilever

(UN) - Get Report

made an unsolicited bid to buy it for $18.41 billion in cash. Unilever dropped 2 7/16, or 5.4%, to 43. Bestfoods said it rejected the offer as financially inadequate and not in the best interests of its shareholders. Unilever, an Anglo-Dutch consumer products giant, offered to pay $66 a share for Bestfoods.

Donaldson Lufkin & Jenrette

raised Bestfoods to buy from market perform.

For more on this

story see coverage from

TheStreet.com/NYTimes.com

joint newsroom.

Meanwhile, Unilever is seeking a $20 billion syndicated loan to back its bid for Bestfoods, U.S. banking sources told

Reuters

. Participating banks include

ABN Amro

,

Deutsche Bank

and

UBS Warburg

. Banking sources also said that the size of the loan would allow Unilever to raise its bid.

Mergers, acquisitions and joint ventures

Integrated aluminum company

Alcoa

(AA) - Get Report

fell 9/16 to 63 13/16 after it announced that it has completed acquisition of

Reynolds Metals

(RLM) - Get Report

following approval by the

Justice Department

and the

European Union

. Reynolds Metals gained 1 to 67 3/4. Under the deal, each Reynolds share was converted into 1.06 shares of Alcoa common stock. Alcoa must divest some of Reynolds' assets according to the terms of agreements with the Justice Department and the EU.

Coca-Cola

(KO) - Get Report

climbed 2 1/4 to 48 1/2 and

America Online

(AOL)

slipped 5/8 to 57 1/8 after the companies said they have entered into a two-year marketing agreement valued at roughly $64 million.

Lucent

(LU)

lost 1 1/2 to 60 1/16 after it said it was considering a sale of its power systems unit. The tech giant said it would select a buyer within six months.

Earnings/revenue reports and previews

(

Earnings estimates from First Call/Thomson Financial; earnings reported on a diluted basis unless otherwise specified.

)

It's a good thing --

Martha Stewart Living Omnimedia

(MSO)

posted first- quarter earnings of 11 cents a share, beating the six-analyst estimate of 4 cents a share and up from the year-ago 7 cents a share. Total revenue increased 30% to $69.1 million, compared with $53.4 million in 1999. Martha Stewart, the company's chairman and chief executive, attributed the revenue growth in part to a double-digit increase in circulation revenues, increased syndication of the second half-hour of the daily show and higher traffic on and strong sales from its Web site. Registered users increased 73% to 1.28 million over the comparable quarter of 1999. Shares popped 4, or 25%, to 20.

Coventry Health Care

(CVTY)

lost 3/4 to 10 1/8 after it reported first-quarter earnings of 18 cents a share, in line with the 13-analyst estimate and up from this time last year's 14 cents. Allen Wise, president and chief executive, said that excluding

Principal Life

fee income, revenue for the quarter was up 19% and net earnings were up 220% compared to first quarter 1999.

DaimlerChrysler

(DCX)

dropped 1 7/16 to 57 despite saying its fiscal 2000 revenue would beat out its forecast of $137.6 billion. The automaker attributed the outlook to increased demand for its

Mercedes-Benz

cars.

eToys

(ETYS)

slipped 27/32, or 10.6%, to 7 3/32 after it announced that it intends to control its marketing and distribution costs and improve margins as "keys to profitability." Beginning in fiscal 2001, eToys said it expects gross profits to exceed these expenses.

Ilex Oncology

(ILXO)

fell 3/4 to 26 1/4 after it posted a first-quarter loss of 15 cents a share, narrower than both the six-analyst estimate of an 18-cent loss and the year-ago report of a 36-cent loss. The company said its revenues grew 94% to $6.6 million fueled by a higher-than-expected increase in contract research services revenue.

Intimate Brands

(IBI)

dropped 3 3/8, or 8%, to 38 15/16 despite posting a 21% increase in April same-store sales.

Manor Care shed 4 5/8, or 38.2%, to 7 1/2 after it posted first-quarter earnings of 20 cents a share, missing the 12-analyst estimate of 27 cents a share and down from the year-ago 37 cents. Manor Care's board also said it would not put the company on the auctioning block saying that, "Now was not the time."

Novell dropped 6 15/16, or 39.5%, to 10 5/8 after it said it will fall short of second-quarter First Call/Thomson Financial estimates of 16 cents a share with a "significantly lower-than-anticipated" 8 cents a share. The software maker pegged its problems on a sales shakeup,

Microsoft's

(MSFT) - Get Report

Windows 2000 release and the growing strength of the Linux movement. Novell said it expects to post just over $300 million in revenue, including $35 million from a royalty payment made by Linux distributor

Caldera

(CALD)

.

PaineWebber

sliced its price target on Novell to 15 from 27, while

Goldman Sachs

cut its fiscal 2000 EPS estimate to 44 cents from 70 cents.

Revlon

(REV) - Get Report

inched up 1/4 to 7 15/16 after it reported a first-quarter loss of 48 cents a share, before business consolidation costs and a gain on the sale of the company's worldwide professional products line, beating the four-analyst estimate by a penny and narrower than the year-ago 67-cent loss.

For more on Revlon's

earnings, see coverage from

TheStreet.com/NYTimes.com's

joint newsroom.

Starwood Hotels & Resorts Worldwide

(HOT)

dropped 1 7/16 to 28 1/2 after it posted first-quarter earnings of 26 cents a share, a penny better than the 15-analyst estimate and up from the year-ago 20 cents a share. The hotel and leisure company, which, through its subsidiaries, operates the Sheraton, Westin, St. Regis, Luxury Collection, Four Points and W brands, saw total revenues increase 18% to $1 billion.

Wesley Jessen VisionCare

(WJCO)

was unchanged at 38 after it posted first-quarter earnings of 44 cents, a penny better than the one-analyst estimate and up from the year-ago 34 cents a share.

For more on Wesley Jessen's

earnings, see coverage from

TheStreet.com/NYTimes.com

joint newsroom.

Williams

(WMB) - Get Report

dropped 1 3/4 to 37 3/8 after it posted first-quarter earnings of 27 cents a share, before the cumulative effect of a change in an accounting principle. The year-ago report was a 13-cent profit. The 14-analyst estimate expected the company to post earnings of 16 cents.

Offerings and stock actions

EMC

(EMC)

lost 1 3/4 to 137 1/4 after it announced a 2-for-1 stock split, in the form of a 100% stock dividend, payable June 2.

Kulicke & Soffa

(KLIC) - Get Report

dropped 9 3/8, or 12.2%, to 67 7/16 after it said that its chairman and CEO C. Scott Kulicke will sell about 250,000 shares of the company's stock that he holds. The semiconductor assembly equipment supplier said Kulicke's sale is an effort to diversify his assets. If he sold all 250,000 shares, Kulicke would still hold 275,000 common shares, which doesn't include his stock options.

TyCom

, a supplier of undersea fiber optic networks and services and a unit of

Tyco International

(TYC)

, said it would sell 40 million shares for $20 to $25 a share in its IPO. After the IPO, 230 million shares of common stock will be outstanding in TyCom, giving it an initial market cap of about $5.17 billion based on an initial $22.50-per-share price. Shares of Tyco fell 1 1/16 to 46 15/16.

Analyst actions

Goldman Sachs

analysts downgraded the retail sector late Tuesday. Among the stocks downgraded to either market outperformer or market performer from buy were

Costco

(COST) - Get Report

which slipped 2 9/16 to 52 3/16,

Kohl's

(KSS) - Get Report

, off 3 13/16, or 7.4%, to 48,

Target

(TGT) - Get Report

, which fell 5 1/8, or 7.4%, to 63 3/4,

Tiffany

(TIF) - Get Report

, which dropped 4 7/16, or 6.1%, to 68 9/16,

Federated

(FD)

, which slipped 5/8 to 34 11/16,

Abercrombie & Fitch

(ANF) - Get Report

, down 3/16 to 9 15/16, Wal-Mart, off 4 3/16, or 7.3%, to 53 7/16,

May

(MAY)

, 5/8 lower to 27 3/16,

Ross

(ROST) - Get Report

, down 1 3/8, or 6.6%, to 19 5/8,

TJX

(TJX) - Get Report

, which edged off 1 3/16, or 6.2%, to 17 7/8,

Tuesday Morning

(TUES) - Get Report

, which shed 13/16, or 7.5%, to 10 1/16 and

Neiman Marcus

(NMG)

, off 2 1/2, or 9.3%, to 24 1/2.

The sector has been under pressure all year due to fears of higher interest rates and increasingly difficult

same-store sales comparisons.

Donaldson Lufkin & Jenrette disagreed with its competitor's macro downgrade of the sector and said that if retail stocks took a hit from the call, investors should, "Give it an hour and buy." DLJ said it likes

Circuit City

(CC) - Get Report

,

Best Buy

(BBY) - Get Report

and

Staples

(SPLS)

. Investors gave it more than an hour and didn't buy. Circuit City shares slipped 1 5/8 to 58 5/16, Best Buy sank 2 5/16 to 80 1/2 and Staples dived 1 13/16, or 9.5%, to 17 3/16.

Upgrades

Sanmina

(SANM) - Get Report

: UP to top pick from buy at DLJ. Sanmina shares edged up 1 1/16 to 53 7/16.

Transocean Sedco

(RIG) - Get Report

: UP to buy from hold at

UBS Warburg

; price target: 70. Transocean shares shed 1 1/2 to 47 13/16.

Downgrades

AT&T

(T) - Get Report

: DOWN to market perform from buy at DLJ. AT&T shares stumbled 2 3/16, or 5.2%, to 39 3/4.

Cigna

(CI) - Get Report

: price target DOWN to 100 from 115 at UBS Warburg. Cigna was off 7/8 to 74 1/8.

General Motors

(GM) - Get Report

: DOWN to outperform from buy at

Lehman Brothers

. General Motors lost 5 5/16, or 5.7%, to 88 1/16.

Hilton Hotels

(HLT) - Get Report

: DOWN to attractive from buy at PaineWebber. Hilton was 7/16 lower, or 5.1%, to 8 1/16.

Robert Half

(RHI) - Get Report

: DOWN to hold from buy at Lehman. Shares slipped 2 5/16 to 58 1/16.

Initiations

Infospace

(INSP) - Get Report

dropped 5, or 7.6%, to 60 1/4: NEW buy at

Credit Suisse First Boston

.

Luminex

(LMNX) - Get Report

lost 1 to 21 1/8: NEW outperform at Lehman Brothers; price target: 26.

Micro Therapeutics

(MTIX)

added 1 9/16, or 28.1%, to 7 1/8 : NEW strong buy at

U.S. Bancorp Piper Jaffray

.

Opus 360

(OPUS)

lost 3/16 to 7 15/16: NEW buy at

J.P. Morgan

; price target: 15.

Scient

(SCNT)

dropped 1 5/16 to 48 11/16: NEW buy at

Banc of America Securities

; price target: 85.

Uproar

(UPRO) - Get Report

slipped 11/32 or 12 9/16: INITIATED buy at

Salomon Smith Barney

; price target: 40.

Group Moves

J.P. Morgan initiated coverage of three cellular communications companies:

  • Rural Cellular (RCCC) at buy. Shares rode up 2 7/8 to 74 7/8.
  • Western Wireless (WWCA) at buy. Shares lifted 1 11/16 to 51 11/16.
  • Dobson Communications (DCEL) at buy. Dobson tacked on 1 1/2, or 5.9%, to 27.

Lehman Brothers downgraded four mining companies to underperform from neutral:

  • Battle Mountain (BMG) slipped 1/8 to 2 5/16.
  • Homestake Mining (HM) also fell 1/8, to 6 9/16.
  • Newmont Mining (NEM) - Get Report edged down an 1/8 to 26 1/4.
  • Kinross Gold (KGC) - Get Report slipped 1/16 to 1 5/16.
  • Lehman also sliced its long-term outlook on gold to $270 an ounce from $280 an ounce, citing weakening fundamentals.

Miscellany

The

Federal Communications Commission

announced that

Time Warner

(TWX)

violated federal rules by shutting down

ABC

network signals to 3.5 million people on its systems across the country. The FCC said it would consider appropriate enforcement action against the firm later on. ABC is a unit of

Disney

(DIS) - Get Report

. Time Warner lost 13/16 to 85 5/16 while Disney dropped 1 7/8 to 41 1/8.

The

Nasdaq Stock Market

is mulling new regulations for dealers trading in premarket activity,

The Wall Street Journal

reported. The latest step considers how premarket trading can hurt investors.

Separately, the

Journal

reported that the Nasdaq will combine its emerging

Nasdaq Europe

operations with

Deutsche Boerse's Neuer Markt

, which focuses on European tech issues. According to a person familiar with the matter, the newly formed market would be branded to incorporate the Nasdaq name. The Nasdaq will probably assume a small equity interest in the market.

Conseco's

(CNC) - Get Report

ex-Chairman and CEO Stephen Hilbert walked away with a $72.5 million severance package, according to a

Securities and Exchange Commission

filing, as reported in

The Wall Street Journal

. Conseco slipped 1/2, or 7.6%, to 6 1/8.

Polaroid

(PRD)

slipped 11/16 to 19 9/16 after it announced the launch of a business-to-business Web site, which will go live June 30. The new site, aimed at improving effectiveness for end users, will offer business and professional users an online experience focusing on delivering real-time imaging solutions and e-commerce through channel providers.

The site is part of a collaboration with

Viant

(VIAN)

, an Internet professional services firm, to develop business strategy and creative design and to implement technology for the site. Viant lost 1 to 24 1/2.