Monday's Winners & Losers: Keithley Instruments, Enesco, Cepheid, TenFold

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Updated from 4:01 p.m. EDT

JDS Uniphase

(JDSU)

and

SDL

(SDLI)

said they have agreed to a $41 billion merger. According to the fiber-optics makers, JDS will exchange 3.8 shares of its stock for each share of SDL. After the deal is completed, SDL will become a wholly owned subsidiary of JDS Uniphase. JDS Uniphase fell 15 1/16, or close to 13%, to 101 1/8 on the news, while SDL edged up 2 7/16 to 193 3/16.

JDS Uniphase said it would pay a $1 billion break fee if the deal falls apart. For more on the merger, take a look at the

story written earlier by

TheStreet.com/NYTimes.com's

joint newsroom.

Alcoa

(AA) - Get Report

, the world's biggest aluminum maker, reported second-quarter earnings of 47 cents a share, topping the 12-analyst estimate of 45 cents and up from the year-ago 32-cent profit. The company attributed the strong results to cost cutting and an increase in aluminum. Alcoa bounced up 2 1/16, or 7.5%, to 29 11/16.

Mergers, acquisitions and joint ventures

H.J. Heinz

(HNZ)

doesn't like all of the

anticipation surrounding its proposed acquisition of closely held

Milnot Holding

, maker of Beech-Nut baby food. After the

Federal Trade Commission

challenged the deal, ketchup maker

Heinz said it would defend the pact in court. Heinz said the agreement would result in lower prices, better products and innovative competition in the baby-food industry.

Meanwhile, the FTC said it had authorized its staff to go to court to block the purchase, saying the combination of Heinz and Beech-Nut would create a duopoly in what it sees as an already concentrated baby-food market. Heinz, which also announced today that it would market green ketchup, slid 1/8 to 45 3/8.

Forest Oil

(FST)

, which ended the day down 1 7/8, or 11.7%, to 14 1/8, and

Forcenergy

(FORC)

, which ended up 15/16 to 22 1/8, said they have entered a merger agreement that would form an exploration company with a $1.5 billion market capitalization. The deal, which calls for Forest to exchange 1.6 shares for each share of Forcenergy, values Forcenergy at $26.50, a 21% premium over Friday's closing price of $21.19 a share. Forest said it expects to set a 2-for-1 stock split after the deal is completed.

Hewlett-Packard

(HWP)

and

Cadence Design Systems

(CDN)

have made a pact to make and sell electronic design automation software and services. The deal would require Cadence to increase its use of H-P workstations and servers, and heighten its products' compatibility with the computer maker. In return, H-P will use Cadence design tools. H-P was off 1 1/16 to 123 11/16. Cadence was up 3/16 to 20.

Invitrogen

(IVGN)

entered a $1.9 billion cash and stock deal to purchase

Dexter

(DEX) - Get Report

and

Life Technologies

(LTEK)

. Invitrogen's offer ends

International Specialty Products'

(ISP)

, which was 9/16 higher, or 10.3%, to 6, attempt to takeover Dexter for $930 million. The deal calls for Invitrogen to pay $62.50 per share or $1.5 billion for Dexter, which holds a 75% stake in Life Technologies. The biotech research-kit maker would also pay $60 for Life Technologies. The news didn't sit well with investors. Concern that the company's growth rate may slow after the acquisition sunk Invitrogen 18 3/4, or 24.3%, to 58 3/8. Dexter, though, was up 4 1/8, or 8.6%, to 52 1/8, and Life Technologies was up 4, or 8.2%, to 53.

Pending permission from the German authorities, Dutch telco

KPN's

(KPN)

German mobile unit

E-Plus

will join a consortium to bid for a German third-generation mobile phone license, a spokesman for KPN said.

The spokesman would not disclose who the other members of the consortium would be, but said KPN would reveal details when appropriate. Reuters reported that KPN and its Japanese partner

NTT DoCoMo

are expected to announce a joint venture with Hong Kong's

Hutchison Whampoa

. KPN was off 5/16 to 47 5/8.

Semiconductor and telecommunications company

Motorola

(MOT)

, down 7/16 to 32 9/16, announced that it has signed 10 new digital-cellular-network expansion contracts, with

China Unicom

(CHU) - Get Report

, worth about $300 million. China Unicom crept up 7/16 to 24 5/8.

Additionally, Motorola stated today that it has partnered with

Be Free

(BFRE)

, a performance marketing company, to launch its affiliate marketing program. Be Free was off 1/8 to 8 11/16.

Transcend Services

(TRCR)

, a health information outsourcing company, announced that it signed a letter of intent to sell its medical-record facility management (

Co-Sourcing

) and medical-record coding services (

CodeRemote

) to privately held

Provider HealthNet Services

. Under terms of the deal, Transcend would receive $7.5 million in cash and future considerations and would continue to provide medical transcription services to the hospitals managed by its Co-Sourcing operations. Transcend was down 3/16 to 2 7/8.

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Earnings, previews and revenue reports

Dole Food

(DOL) - Get Report

was up 1/8 to 15 11/16 after it posted second-quarter earnings of 81 cents a share, a penny better than the two-analyst estimate and but down from the year-ago 83-cent profit.

Gannett

(GCI) - Get Report

, publisher of

USA Today

, reported second-quarter earnings of $1 a share, in line with the 14-analyst estimate and up from the year-ago 84-cent profit. Gannett slid 1 7/8 to 57 1/16.

Geon

(GON)

, a compound maker, said its second-quarter earnings would meet the four-analyst estimate of 74 cents a share. The news didn't help the stock out today. It finished the day down 2 1/8, or 11.3%, to 16 3/4.

Go2Net's

(GNET)

chief executive Russ Horowitz said he's "super comfortable" with analysts' third-quarter earnings estimates.

First Call/Thomson Financial's

five-analyst estimate for the company's quarter is 15 cents a share. The stock was 1/4 higher to 46 3/4.

Honeywell

(HON) - Get Report

, which crawled up 1/8 to 34 3/4, said that it would post second-quarter earnings of 75 cents a share, topping the 13-analyst estimate of a 74-cent profit. The blue-chip industrial, which said it would merge its polymers and specialty chemical divisions, expects to see fiscal 1999 earnings between $3.00 to $3.05 a share, which would beat the year-ago report by 12% to 14%, but miss the 15-analyst estimate of $3.11.

New York Times

(NYT) - Get Report

posted second-quarter earnings of 59 cents a share, topping the 14-analyst estimate of 56 cents and up from the year-ago 47-cent profit. The news boosted the stock 15/16 to 40 15/16.

Ruby Tuesday

(RI)

posted fourth-quarter earnings of 22 cents a share, beating the six-analyst estimate of 20 cents and the year-ago 16-cent profit. Despite beating analysts' estimates, the stock was down 5/16 to 12 9/16.

SangSat Medical

(SANG)

said it has recalled its drug

Sangcya

, which would result in a 60 cent to 70 cent charge. The company, which is expected a second-quarter loss between 41 cents and 44 cents, said that the charge would not impact the results. The four-analyst estimate sees SangSat posting a 42-cent loss. The news knocked the stock down 1 15/16, or almost 7%, to 25 7/8.

TenFold

(TENF)

, an e-business applications provider, said it would post a second-quarter loss between a penny to 3 cents a share, greatly missing the two-analyst estimate of a nine-cent profit. The company blamed the shortfall on a longer-than-expected sales cycle, and higher expenses. It plummeted about 40%, or 6 13/16, to 10 1/4.

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Offerings and stock actions

U.S. power utility

AES'

(AES) - Get Report

recently acquired unit,

Electricidad de Caracas

, said it had repurchased 14.5% of its stock from shareholders. The buyback, which paid shareholders 57 cents a share, followed AES's recent successful hostile takeover in which it bought 81% of EDC stock for $1.6 billion, the largest takeover in Venezuela's history. AES popped 1 1/4 to 49 1/4.

1-800 Contacts

(CTAC) - Get Report

tacked on 1 3/16 to 46 5/8 after it set a 2-for-1 stock split.

Daisytek

(DZTK)

edged up 3/16 to 5 5/8 after it set a stock buyback of up to 10% of outstanding shares.

E-security firm,

RSA Security

(RSAS)

lifted 1 3/8 to 73 7/8 after it said it has raised the number of authorized shares to 300 million from 150 million.

Real estate investment trust

Westfield America

(WEA) - Get Report

declined 1/16 to 14 3/8 after it said it filed to issue up to 7.1 million shares of common stock.

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Analyst actions

Upgrades

Advanced Micro Devices

(AMD) - Get Report

: price target UP to 110 from 100 at

Lehman Brothers

. Price-target UP to 150 from 100 at

Banc of America Securities

. AMD hopped 2 1/8 to 84 1/8.

Dynegy

(DYN)

: price target UP to 90 from 78 at

PaineWebber

. Dynegy skidded 1/16 to 78 13/16.

Downgrades

Brio Technology

(BRIO)

: DOWN to hold from buy at

Credit Suisse First Boston

. Brio Technology climbed 9/32 to 8 3/4.

Initiations

Credence Systems

(CMOS)

: NEW outperform at

Morgan Stanley Dean Witter

; price target: 70. Credence Systems bounced 2 3/4, or 5%, to 57 9/16.

Charles River Laboratories

(CRL) - Get Report

: NEW buy at

SG Cowen

. Charles River Laboratories edged up 1 1/8 to 24 3/4.

KLA-Tencor

(KLAC) - Get Report

: NEW buy at

Banc of America Securities

; price target: 62. KLA-Tencor skidded 7/8 to 52 7/8.

Intuitive Surgical

(ISRG) - Get Report

: NEW buy at Bear Stearns; price target of 15. Intuitive Surgical moved up 2 5/16, or 22.5%, to 12 9/16.

MEMC Electronics

(WFR)

: NEW intermediate-accumulate, long-term buy at Merrill Lynch; price target: 23. MEMC Electronics slipped 1 7/16, or 7.8%, to 16 15/16.

Ultratech Stepper

(UTEK)

: NEW intermediate-buy, long-term accumulate at Merrill Lynch; price target: 23. Ultratech Stepper climbed 11/16 to 16 5/16.

Group Moves

Credit Suisse First Boston

downgraded a group of homebuilders from buy to hold:

  • Centex (CTX) . Centex declined 5/8 to 23 7/16.
  • D.R. Horton (DHI) - Get Report D.R. Horton tacked on 1/16 to 14 15/16.
  • Toll Brothers (TOL) - Get Report Toll Brothers lifted 5/16 to 23 3/8.

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Miscellany

SBC Communications

(SBC)

will provide PCs to customers who sign a two-year deal for its high speed Internet service, in an attempt to increase use of DSL technology, reported

The Wall Street Journal

. SBC Communications tacked on 1/8 to 44 13/16.

Schering-Plough

(SGP)

hopped 1 1/8 to 50 7/8 after said that it has entered a pact and license deal with

Texas Biotechnology

(TBC:AMEX) to develop an asthma drug. Schering-Plough said the two companies would collaborate to develop VLA-4 antagonists, which have been proven effective in treating asthma in animals. The deal would give Schering-Plough exclusive rights to create, manufacture and sell all of the compounds from Texas Biotechnology's library of VLA-4 antagonists and would fund the research and product's development.

Wendy's

(WEN) - Get Report

slid 7/16 to 18 7/8 after it said it plans to open 100 new restaurants in Mexico over the next 10 years.

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By the Numbers

The data on NYSE and Nasdaq percent winners and losers are filtered to exclude stocks whose previous day's volume was less than 25,000 shares; whose last price was less than 5; and whose net change was less than 1/2.

Dow point gain and loss data are based on New York closing prices and do not reflect late composite trading.

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