VeriSign

(VRSN) - Get Report

shed 47 7/16, or 19.2%, to 200 after it agreed to acquire

Network Solutions

(NSOL)

in a stock deal valued at roughly $21 billion. Network Solutions popped 46 25/32, or 13%, to 407 13/32, trading as high as 437 1/8 intraday. According to the terms, VeriSign said it would issue 2.15 shares for each share of Network Solution, which values Network Solutions at $532 a share.

The acquisition will be completed in the third quarter of fiscal 2000. Jim Rutt will stay on as Network Solutions CEO and report to VeriSign President and CEO Stratton Sclavos.

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story, check out coverage from

TheStreet.com/NYTimes.com

joint newsroom.

Investors took the entire household products sector out for an early spring cleaning after

Procter & Gamble

(PG) - Get Report

released an earnings warning. Analyst downgrades quickly followed. Not that any of the red stood out in today's tumbling market, but the

Morgan Stanley Consumer Index

slid 5.3%. See below for more details.

Mergers, acquisitions and joint ventures

Dutch supermarket chain

Ahold

(AHO)

inched up 1/16 to 22 15/16 after it agreed to purchase

U.S. Foodservice

(UFS) - Get Report

in a deal valued at $3.6 billion. U.S. Foodservice gained 3/4, or 13.3%, to 6 3/8. According to the deal's terms, Ahold would pay $26 a share for Foodservice and take on $925 million of its debt. Ahold is forecasting a 17% to 20% increase in its fiscal 2000 EPS, including the effect of the acquisition.

For more on this

story, check out coverage from

TheStreet.com/NYTimes.com

joint newsroom.

eBay

(EBAY) - Get Report

rose 1 1/4 to 162 13/16 after it said it made an investment in closely held

Autotrader.com

and would develop an online auction for used cars.

Entrust

(ENTU)

popped 23 7/16, or 23.7%, to 122 3/8 after it announced an e-business alliance with

Ariba

(ARBA)

. Ariba added 7 1/2 to 324 1/2.

Separately,

E*Trade

(EGRP)

selected Ariba's software for its supply chain system. E*Trade slid 1 11/16, or 6.4%, to 24 7/8.

Hitachi

said that it set standards with

Lucent

(LU)

and France-based

Alcatel

(ALA)

for fiber-optic transceivers to make future products and devices compatible. Lucent dropped 4 23/32, or 5.9%, to 69 9/32.

Nortel Networks

(NT)

dropped 6 5/16 to 122 5/8 after it struck a $60 million sale for its urban fiber-optic network technology to

FiberNet Telecom

(FTGX)

. FiberNet gained 1, or 5.2%, to 20 3/8.

SAP

(SAP) - Get Report

inched up 3/8 to 81 15/16 and

BackWeb Technologies

(BWEB)

bounced 2 to 45 3/4 after the companies said that they have agreed to a pact that calls for SAP to use BackWeb's Polite push technology on its e-commerce Web site,

mySAP.com

. According to the companies, the Polite push product allows companies to deliver multimedia packages without interfering with customers' access.

Charles Schwab

(SCH)

and

Barclays

said they have entered a joint venture to set up an automated foreign exchange. The companies said they expect the facility to be up and running by the fourth quarter of fiscal 2000. Schwab lost 1 3/8 to 46 5/16.

For more on this

story, check out coverage from

TheStreet.com/NYTimes.com

joint newsroom.

Earnings/revenue reports and previews

(

Earnings estimates from First Call/Thomson Financial; earnings reported on a diluted basis unless otherwise specified. New highs and lows on a closing basis unless otherwise specified.

)

Procter & Gamble warned investors that it would post third-quarter earnings 10% to 11% below the year-ago 72-cent report. The company blamed their earnings shortfall, which will be greater than earlier estimates of a 7%-to-9% decline, on the higher costs and the delayed approval of its osteoporosis drug

Actonel

. The 13-analyst estimate sees Procter & Gamble reporting third-quarter earnings of 78 cents a share. The stock plummeted 26 7/16, or 30.2%, to 61.

Donaldson Lufkin & Jenrette

sliced its rating on Procter & Gamble to market performance from top pick, while

Merrill Lynch

analyst Heather Hay downgraded the stock to neutral from accumulate.

J.P. Morgan

also lowered its rating to long-term buy from buy.

Following Procter & Gamble's earnings warning,

Kimberly-Clark

(KMB) - Get Report

said it was comfortable with first-quarter and full-year earnings estimates.

Colgate-Palmolive

(CL) - Get Report

said the company got off to a strong start this year and is confident that earnings growth would meet expectations for the full-year and current fiscal quarter. Merrill Lynch sliced its rating on Colgate from neutral to accumulate. Colgate dropped 6 1/16, or 11.5%, to 46 3/4.

For more on this

story, check out coverage from

TheStreet.com/NYTimes.com

joint newsroom.

Baxter International

(BAX) - Get Report

dropped 2 9/16 to 51 13/16 despite saying it is comfortable with earnings estimates for 2000 in the range of $3.02 to $3.06 a share excluding the pending spinoff of its cardiovascular unit,

Edwards Lifesciences

.

Conseco

(CNC) - Get Report

slipped 9/16 to 12 11/16 after it said it is comfortable with its first-quarter and fiscal 2000 estimates.

CVS

(CVS) - Get Report

fell about 2, or 9.4%, to 28 after it said February same-store sales increased 7.3%.

Dow Jones

(DJ)

popped 3 7/16, or 5.3%, to 67 7/8 after it said it expects to report first-quarter earnings of at least 80 cents a share, well above the seven-analyst estimate of 57 cents. The company said its latest estimate was based on current advertising linage figures for its publications and the continuation of strong trends during March.

Healthsouth

(HRC) - Get Report

slipped 5/8, or 11%, to 5 1/16, after posted fourth-quarter earnings of 16 cents a share, in line with the 12-analyst estimate but down from the year-ago 27 cents.

Verio

(VRIO)

gained 2 7/16 to 62 5/8 after CFO Peter Fritzinger said he sees year-over-year revenue growth increasing to 60% in 2000, up from 40 % in 1999.

Offerings and stock actions

Morgan Stanley Dean Witter

priced 4.35 million ADRs of

Crayfish

(CRFH)

last night at $24.50, above the estimated $22 to $24 range. Each ADR represents the right to 1/5000 of a share. Shares did not begin trading today due to Japanese regulations, Morgan Stanley said.

Net2000

(NTKK)

jumped 15 1/16, or 75.3%, to 35 1/16 in its trading debut. Lead underwriter

Goldman Sachs

priced 10 million shares at $20 each, the top of the expected $18 to $20 range.

Waddell & Reed

(WDR) - Get Report

inched up 1/8 to 31 1/4 set a 3-for-2 stock split.

Vitria Technology

(VITR)

gained 2 7/8 to 171 after it set a 2-for-1 stock spilt.

Analyst actions

J.P. Morgan

initiated coverage of

Ball

(BLL) - Get Report

with a buy rating. Ball declined 1/4 to 26 13/16.

Warburg Dillon Read

upgraded oil and gas exploration company

Burlington Resources

(BR) - Get Report

to strong buy from hold. Burlington Resources added 1 1/2, or 5.3%, to 29 11/6.

Bear Stearns

analyst Scott Ehrens initiated coverage of

Buy.com

(BUYX)

with a buy rating. Buy.com lifted 1 5/16, or 9%, to 15 13/16.

Prudential Securities

raised its rating on

Check Point Software Technologies

(CHKP) - Get Report

to strong buy from accumulate. Check Point Software soared 16 9/16, or 7%, to 253 1/16.

Merrill Lynch downgraded the cosmetics/household products sector.

  • Avon (AVP) - Get Report, Dial (DL) - Get Report and Rayovac (ROV) were cut to accumulate from buy. Avon tacked on 7/16 to 29 3/16 and Dial lost 1, or 6.3%, to 14 3/4, while Rayovac skidded 2 7/16, or 11.6%, to 18 9/16.
  • Clorox (CLX) - Get Report was cut to neutral from accumulate and stumbled 3 15/16, or 9.8%, to 36 1/8.
  • Alberto-Culver (ACV) - Get Report was cut to neutral from accumulate and slipped 7/8 to 19 15/16.

Warburg Dillon Read

upped its price target on

Corning

(GLW) - Get Report

to 260 from 175. Corning sank 12 13/16, or 6.1%, to 196 13/16.

Donaldson Lufkin & Jenrette analyst W. Todd Scott started coverage of

Cypress Communications

(CYCO)

with a buy rating. Cypress Communications jumped 2, or 9.3%, to 23 3/8.

Merrill Lynch upgraded its intermediate-term rating on

Firstar

(FSR)

to accumulate from neutral. It kept its long-term buy rating on the stock. Firstar declined 11/16 to 17 5/8.

Lehman Brothers

initiated coverage of

First Bell

(FBBC)

with a neutral rating. First Bell lifted 1/2 to 15 7/8.

Merrill Lynch downgraded its long-term rating on

Globalstar

(GSTRF)

to neutral from accumulate. The firm also sliced its intermediate rating on

Loral

(LOR) - Get Report

to neutral from accumulate and cut its long-term rating to accumulate from buy. Globalstar slipped 4, or 15.8%, to 21 3/16 and Loral fell 2 3/16, or 14.7%, to 12 5/8.

Salomon Smith Barney

initiated coverage of

Healtheon/WebMD

(HLTH)

with an outperform rating and a price target of 52. Healtheon/WebMD declined 2 3/4, or 6.4%, to 40.

CSFB analyst William Julian raised his rating on home-improvement retailers

Home Depot

(HD) - Get Report

and

Lowe's

(LOW) - Get Report

to strong buy from buy. Home Depot's 12-month price target was raised to 70 from 66. Home Depot skidded 1 5/8 to 52 3/16 and Lowe's fell 3 3/8, or 7.5%, to 41 5/8.

SG Cowen

said it started coverage of

InfoSpace.com

(INSP) - Get Report

with a strong buy rating and a price target of 310. InfoSpace.com shot up 6 to 259 1/2.

Prudential Securities

initiated coverage of

JDS Uniphase

(JDSU)

with a strong buy rating. JDS Uniphase lost 5 1/4 to 287 3/8.

Thomas Weisel Partners

analyst David Grossman initiated coverage on

Lante

(LNTE)

with a buy rating. Lante skidded 3 3/8 to 75.

Merrill Lynch initiated coverage of

Magic Software

(MGIC) - Get Report

, an Israel-based business solutions and software company, with a buy rating and a 12-month price target of 40. Magic Software lifted 3/4 to 27 11/16.

Warburg upgraded

Masco

(MAS) - Get Report

to strong buy from buy. Masco hopped 11/16 to 18 1/8.

Goldman Sachs

said

Microsoft's

(MSFT) - Get Report

third quarter seems to be on track after meeting with its CFO, Jim Connors. Microsoft mounted 2 1/8 to 92 7/8.

Credit Suisse First Boston

upgraded

Nextel Communications

(NXTL)

to strong buy from buy. Nextel Communications rose 2 3/4 to 135 13/16.

ING Barings analyst Vinton Vickers raised his price target on

News Corp.

(NWS) - Get Report

. The 12- to 15-month price target on ADRs was lifted to 75 to 80, from 65. News Corp. declined 1 9/16 to 63 3/8.

Warburg Dillon Read upgraded oil and gas exploration company

Noble Affiliates

(NBL) - Get Report

to strong buy from hold. Noble Affiliates gained 3 1/2, or 13.7%, to 29.

Thomas Weisel analyst Kevin Hunt started coverage of

Pets.com

(IPET)

with a buy rating. Pets.com lost 7/16, or 6.6%, to 6 1/8.

Merrill upgraded its intermediate-term rating on

Pharmacia & Upjohn

(PNU)

to buy from accumulate. It maintained its long-term rating of buy on the stock. Pharmacia & Upjohn retreated 1 9/16 to 42 15/16.

Prudential Securities upped its rating on

RSA Security

(RSAS)

to strong buy from hold. RSA Security shot up 8 11/16, or 11.9%, to 81 5/8.

Merrill reinstated coverage of

Southdown

(SDW)

with an intermediate-term rating of accumulate and a long-term rating of buy. Southdown shed 1 9/16 to 47 13/16.

Warburg initiated coverage of

Spieker Properties

(SPK)

with a hold rating. Spieker Properties declined 1/16 to 40 15/16.

Banc of America Securities

upped its price target on

VoiceStream

(VSTR)

to 161 from 117. VoiceStream plummeted 24, or 16.6%, to 119 7/8.

CSFB initiated coverage of

Waste Connections

(WCNX)

with a buy rating. Waste Connections added 1/16 to 10 15/16.

CSFB upgraded

Western Wireless

(WWCA)

to strong buy from buy. Western Wireless tacked on 2 15/16, or 5.6%, to 54 7/8.

Miscellany

Intel

(INTC) - Get Report

skidded 1 5/8 to 115 3/4 after it said it will offer all 70,000 of its employees free home PCs.

Mastech

(MAST)

converted itself into a holding company. Mastech said the new company, known as

iGate

(IGTE)

, consists of five existing and four new divisions, which would concentrate on e-services. iGate began trading today and soared 21 1/4, or 49.4%, to 64 3/16.