The

TriZetto Group

(TZIX)

, which provides Internet-enabled application services and health care business portals, is buying

IMS Health

(RX)

, a provider of information solutions to the pharmaceutical and health care industries, for about $8.3 billion. Under terms of the deal, IMS shareholders will receive 0.4655 share of TriZetto, or $27.03, for each share of IMS they own. TriZetto Group slumped 24 9/16, or 42.3%, to 33 1/2, while IMS Health fell 5 1/8, or 23.7%, to 16 1/2.

RealNetworks

(RNWK) - Get Report

, a software maker whose products and services allow the delivery of streaming media content over the Internet and intranets, and

PanAmSat

(SPOT) - Get Report

, a provider of satellite-based video and data broadcast services, announced a strategic relationship to provide worldwide broadband delivery of Internet media via satellite. PanAmSat also said it will provide a high-speed network to

U S West's

(USW)

Internet subscribers.

Like other

Nasdaq

stocks, companies suffered loses during today's session. RealNetworks fell 6 19/64, or 9.2%, to 61 15/16 and PanAmSat lost 15 1/14, or 24.5%, to 47.

Mergers, acquisitions and joint ventures

Baan

(BAANF)

, the Dutch enterprise- business management software company, said it has entered into an agreement with

Bear Stearns'

(BSC)

Bear Stearns International

under which Baan has the right to request Bear to purchase up to 150 million euros of Baan's common stock over the next 18 months, providing a new source of equity capital for the troubled software firm.

Under terms of the pact, and subject to certain conditions, Baan may put shares of its stock to Bear as often as every three trading days. Each put will be priced at market for the two-trading-day period following notice of exercise and may consist of up to 10% of the trading volume of Baan stock on the

Amsterdam Stock Exchange

over that period. For entering into the deal, Bear will receive 1.5 million shares of Baan's stock at par value.

Separately, Baan said it will form a subsidiary dedicated to providing e-business applications focused on the Internet customer relationship management market.

There was also news regarding Baan's board. The company said that Joop Janssen has taken a leave of absence from his position on the firm's supervisory board effective immediately due to health reasons. In his place, board member Hans Wortmann has assumed the role of interim chairman, a post Janssen has filled since Pierre Everaert was appointed interim CEO of the company in January.

Cisco

(CSCO) - Get Report

announced that it will supply

Telecom New Zealand

with a national Internet-based communications network. Cisco also announced an agreement to acquire privately held

SightPath

, a provider of appliances for creating content delivery networks. Under terms of the agreement, Cisco will exchange approximately $800 million in stock for all outstanding shares and options of SightPath. Cisco fell 1 13/16 to 76 1/16.

GTS Duratek

(DRTK)

said it will buy

Waste Management's

(WMI)

nuclear service unit. GTS said it will pay $55 million at the closing plus up to $10 million more. GTS Duratek lost 5/16 to 9 1/4, while Waste Management advanced 1 1/16, or 8.1%, to 14 1/8.

Microsoft

(MSFT) - Get Report

president Steve Ballmer said the company will be involved in a Web-based business-to-business exchange for the aerospace industry, which will include companies such as

Boeing

(BA) - Get Report

. Microsoft rose 2 7/8 to 107 3/16, while Boeing fell 1/8 to 37 7/8.

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.

)

Analog Devices

(ADI) - Get Report

said it expects revenue to grow in excess of 50% during 2000, revising previous growth targets. Analog Devices rose 4 3/4, or 5.8%, to 86 1/4.

Maytag

(MYG)

: fiscal 2000 earnings estimate UP to $3.85 from $3.60 a share and fiscal 2001 earnings estimate UP to $4.60 a share from $4.25 at

Prudential Securities

. Maytag advanced 2 1/2, or 8.3%, to 32 13/16.

Palm

(PALM)

, the handheld-computer maker, reported third-quarter earnings, excluding items, of 3 cents a share. This comes in ahead of the six-analyst estimate for earnings of 1 cent a share, and up from the year-ago pro forma 2 cents. Palm, which was formerly a wholly owned subsidiary of

3Com

(COMS)

, went public earlier this month. 3Com owns the vast majority of Palm's common stock.

Palm also said it sees fourth-quarter sales of $280 million to $295 million but warned that gross margins should narrow in fiscal 2001 from fiscal 2000, citing component shortages and price reductions.

According to

Reuters

, Palm CFO Judy Bruner said during a conference call that the company scaled down Palm's prices in February to jump-start sales. She forecasted that gross margins would hit 35% to 40% over the next several years. Bruner said that demand from mobile-phone makers triggered a shortage of some Palm components, which could extend into the next several quarters.

Goldman Sachs

started coverage of Palm with a market outperformer rating and 2000 earnings estimate of 6 cents a share. Palm declined 5 1/8, or 9.4%, to 49 11/16, while 3Com dropped 4 7/16, or 6.6%, to 63 3/16.

Universal

(UVV) - Get Report

said that it would post third-quarter earnings between $1.20 and $1.30 a share, greatly beating the three-analyst estimate of 84 cents and the year-ago 88-cent profit. For fiscal 2000, the company sees EPS coming in between $3.51 and $3.71, excluding one-time charges, edging out the three-analyst estimate of $3.41 a share. Universal climbed 9/16 to 14 1/8.

US Steel

(X) - Get Report

: 2000 earnings estimate UP to $3.42 from $2.70 at

Goldman Sachs

.

Crown Cork & Seal

(CCK) - Get Report

: 2000 earnings estimate DOWN to $2.26 from $2.37; 2001 earnings estimate DOWN to $2.46 from $2.60 also at Goldman Sachs. US Steel lifted 15/16 to 23, while Crown Cork & Seal declined 5/16 to 15 5/8.

Vishay Intertechnology

(VSH) - Get Report

said it sees first-quarter earnings topping the seven-analyst estimate of 54 cents a share by 25%. Vishay Intertechnology gained 2 9/16 to 57 1/4.

Offerings and stock actions

AT&T

(T) - Get Report

plans to issue 360 million shares of

AT&T Wireless Group

tracking stock, with the price range running $26-$32 a share. This would raise $9.4 billion to $11.5 billion. The company said it may issue up to an additional 54 million shares if underwriters exercise their over-allotment option in full. The shares to be offered represent 15.6% of AT&T's interest in the AT&T Wireless Group, based on basic shares outstanding. That percentage could increase to 17.5% if the underwriters' over-allotment option is exercised in full. AT&T plans to list the tracking stock on the

New York Stock Exchange

under the ticker symbol AWE.

Goldman Sachs

,

Merrill Lynch

and

Salomon Smith Barney

are serving as global coordinators and joint book-running managers for the IPO. AT&T moved up 11/16 to 60 5/16.

South Korea's

Hanaro Telecom

(HANA)

, a telephone and Internet service provider, said it has begun allocation and pricing for its 24 million ADR offering and expects trading to start today. Each ADR is equal to one ordinary share. The originally scheduled listing last Friday was delayed due to a technicality. Goldman Sachs is the lead underwriter. Hanaro Telecom stayed flat at 15 1/2.

Merrill Lynch priced an 11 million-share IPO for

Telocity

(TLCT)

at the top of its expected $10-$12 price range, at $12 a share. Telocity added 1 1/4, or 10.4%, to 13 1/4.

Analyst actions

ABN Amro

added

Micron Technology

(MU) - Get Report

to its top pick list and set a 12-month price target of 200. Micron Technology slumped 13 3/8, or 9.5%, to 127 1/8.

Armstrong World

(ACK)

: 2000 earnings estimate DOWN to $4.50 from $5.50 at Goldman Sachs. Armstrong World declined 15/16 to 18.

Bausch & Lomb

(BOL)

coverage INITIATED with a buy rating at

ING Barings

. Bausch & Lomb skidded 1 9/16 to 50.

Delta & Pine Land

(DLP)

: NEW buy at

Warburg Dillon Read

. Delta & Pine Land gained 1/2 to 19 3/4.

General Electric

(GE) - Get Report

: price target UP to 210 from 195 and fiscal 2000 earnings estimate UP to $3.73 from $3.70 at

Prudential Securities

; fiscal 2001 earnings estimate also UP, to $4.35 from $4.30. General Electric hopped 8, or 5.1%, to 164.

Hartford Life

(HLI) - Get Report

: UP to buy from market perform at

Donaldson Lufkin & Jenrette

.

John Hancock Financial

(JHF)

: Price target UP to 25 from 22 also at DLJ. Hartford Life added 1 1/4 to 41 5/8 and John Hancock Financial climbed 1/2 to 17 7/16.

Intel

(INTC) - Get Report

earnings estimates for 2000 RAISED to $3.04 a share from $2.95 at ING Barings. Intel stumbled 3 13/16 to 131 7/8.

Juniper Networks

(JNPR) - Get Report

: 12-month price target UP to 350 from 250 at Lehman Brothers. Juniper Networks skidded 19, or 6.1%, to 288.

Montana Power

(MTP) - Get Report

: NEW outperform; 12-month price target: 87. Montana Power advanced 2 15/16 to 62 13/16.

Natco Group

(NTG) - Get Report

: NEW buy at Salomon Smith Barney; 12-18 month price target: 18. Natco Group slipped 1/16 to 11 5/16.

Nextlink

(NXLK)

: NEW strong buy at

Morgan Stanley

; 12-month price target: 160. Nextlink lost 2 11/16 to 122 3/16.

Northwest Airlines

(NWAC)

: UP to trading buy from market outperform at Goldman Sachs.

Continental Airlines

(CAL) - Get Report

: DOWN to market outperform from trading buy also at Goldman Sachs. Northwest Airlines mounted 1 3/4, or 8.7%, to 21 7/8 and Continental edged up 1/2 to 42 11/16.

Quaker Oats

(OAT)

: Price target UP to 60 from 56; 2000 earnings estimate UP to $3.18 from $3.13 at

PaineWebber

. Quaker Oats lifted 3 3/16, or 5.8%, to 57 1/2.

Qualcomm

(QCOM) - Get Report

: price target UP to 180 from 160 by Lehman analyst Tim Luke. Qualcomm tacked on 2 11/16 to 157 1/2.

Tenet Healthcare

(THC) - Get Report

: Up to buy from long-term buy, price target set at 30 at

J.P. Morgan

. Tenet Healthcare climbed 11/16 to 22 9/16.

UTStarcom

(UTSI) - Get Report

: INITIATED short-term accumulate, long-term buy at Merrill Lynch. UTStarcom skidded 5 3/16, or 5.9%, to 82 5/16.

Versata

(VATA)

: NEW buy at

SG Cowen

. Versata slipped 10 1/8, or 13.1%, to 67 1/8.

Miscellany

CDnow's

(CDNW)

independent public accountant

Arthur Andersen

said there is "substantial doubt" over whether CDnow can continue as a going concern,

The Wall Street Journal

reported. CDnow fell 1 9/16, or 30.8%, to 3 1/2.

Delta Air Lines

(DAL) - Get Report

is expected to unveil firm orders with

Bombardier

for about 100 Canadair RJ regional jets valued at about $2 billion, the

Journal

reported. Delta stumbled 1 13/16 to 52 15/16.

Inamed

(IMDC)

said it named President Ilan Reich co-CEO, a title he will share with Chairman and CEO Richard Babbit. The company also said it is comfortable with profit expectations for the year. The single-analyst estimate is for $1.75 a share. Inamed popped 2 7/32 to 46 31/32.

Intel

(INTC) - Get Report

unveiled two new Celeron processors running at 566 MHz and 600 MHz. The new processors are Intel's fastest processors ever for sub-$1,000 PCs. Intel's earnings estimates for 2000 were raised to $3.04 a share from $2.95 at ING Barings. Intel slid 3 13/16 to 131 7/8.

Lycos

(LCOS)

said it will launch a business incubator unit called LycosLabs to nurture and invest in early stage Internet start-ups. Lycos fell 2 11/16 to 66 1/4.

MCI Worldcom

(WCOM)

said that the U.S. government will cite Mexico and its telephone giant

Telmex

(TMX)

, claiming that the company infringed on international trade rules. MCI WorldCom said that it also expects the government to make a

World Trade Organization

complaint against Mexico. MCI WorldCom skidded 3/4 to 41 1/2 and Telmex stumbled 2 1/4 to 71 3/4.

S3

(SIII)

, a supplier of multimedia accelerator solutions for the PC market, announced that it is in discussions with several companies about the separation of its graphics chip business from the remainder of its businesses. S3 shed 1 1/8, or 5%, to 21.

The

Federal Communications Commission

isn't exactly enamored with local phone company

SBC Communications'

(SBC)

bid to offer long-distance services in Texas,

The Wall Street Journal

and

The New York Times

reported. The

Times

reported that in recent days sources have said the agency appears almost certain to reject SBC's application to offer long-distance service in the Lone Star State because the company hasn't offered sufficient evidence that it has opened its local communications networks in the state to potential competitors. SBC Communications stumbled 1/4 to 42 1/4.

A Kentucky jury ordered chewing tobacco maker

UST

(UST) - Get Report

to pay $350 million in damage to rival

Conwood

in a federal antitrust suit.

For more details on this story

story, check out the coverage from

TheStreet.com/NYTimes.com's

joint newsroom. UST fell 2 15/16, or 15.1%, to 16 7/16.