America Online

(AOL)

and

Bertelsmann

of Germany are restructuring their interests in AOL Europe and AOL Australia. Using put and call mechanisms, AOL would ultimately buy out Bertelsmann's share of the interests at a cost of $6.75 billion to $8.25 billion, if the options are exercised. Payment in either cash or stock at AOL's discretion would be made after Jan. 31, 2002. The companies also set a new global alliance to expand distribution of Bertelsmann's media content and e-commerce properties over AOL's brands worldwide. Under a four-year pact which is valued at $250 million, Bertelsmann will become a preferred provider of media content and e-commerce to the more than 23 million members of AOL's interactive services and over 135 million consumers of its Web-based brands.

Boeing

(BA) - Get Report

reached a settlement with its engineers' union, the

Society of Professional Engineering Employees in Aerospace

, that if ratified, could end the strike that is in its 38th day.

SG Cowen

upgraded Boeing to strong buy from buy.

Mergers, Acquisitions and Joint Ventures

Ford

(F) - Get Report

is buying the Land Rover sport utility unit from German luxury automaker

BMW

for almost $3 billion.

Cruise line giant

Carnival

(CCL) - Get Report

and Malaysia's

Star Cruises

decided to end their previously-announced joint venture to buy

NCL Holding

for $1 billion. Carnival said it and Star could not agree on the detailed terms of the venture.

Separately, Carnival reported first-quarter earnings of 28 cents a share, in line with the 18-analyst

First Call/Thomson Financial

estimate, and up from the year-ago 26 cents. The company warned, however, that weaker ticket pricing due to slower booking patterns, compounded by increased fuel costs, could cause second-quarter profits to be slightly lower than the year-ago second quarter. The company added, however, that it believes earnings for the second half of fiscal year 2000 will be stronger and estimates that for the entire fiscal year 2000, earnings will be up 8% to 10% from fiscal year 1999. The 17-analyst estimate calls for the company to earn 37 cents in the second quarter.

Complete Business Solutions

(CBSI)

, an information-technology services concern, unveiled a new e-business expansion strategy, which will be helped out by $200 million of growth capital from a fund managed by

Clayton Dubilier & Rice

.

lastminute.com

(LMIN)

, which went public this week, will provide

NTL

(NTLI)

with content for its interactive shopping and travel channels.

Earnings/Revenue Reports and Previews

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

Nike

(NKE) - Get Report

posted third-quarter earnings above estimates despite a decline in sales, partly because of the dollar's strength against the euro. The company reported third-quarter earnings of 52 cents a share, 2 cents better than the 13-analyst estimate and up from the year-ago 44 cents. Total revenue fell 1% to $2.162 billion from $2.177 billion a year earlier. European revenues fell 7%, to $558.5 million, hurt by a rising dollar against the common European currency.

Offerings and Stock Actions

Goldman Sachs

priced 11 million shares of

Universal Access

(UAXS)

at $14 each, above the estimated range of $11-$13. The company buys and sells unused network capacity.

Analyst Actions

Bear Stearns

cut its earnings per share outlook for the first and second quarters on

Gateway

(GTW)

. Bear Stearns maintained its buy rating on the stock.

American Tower

(AMT) - Get Report

: REITERATED buy at

Lehman Brothers

; price target up to 58 from 55.

Applied Materials

(AMAT) - Get Report

: price target UP to 125 from 112 at

Credit Suisse First Boston

.

Applied Micro Circuits

(AMCC)

: UP to intermediate-term buy from intermediate term accumulate at

Merrill Lynch

. The firm also raised its risk rating to high from average.

Blackrock

(BLK) - Get Report

: DOWN to intermediate-term accumulate from buy at Merrill Lynch due to "strong absolute and relative price performance."

TheStreet Recommends

British Telecommunications

(BTY)

: NEW buy at

Donaldson Lufkin & Jenrette

.

Career Education

(CECO) - Get Report

: REITERATED strong buy at CSFB.

Fairchild Semiconductor

: price target UP to 52 from 48 at CSFB.

Hispanic Broadcasting

(HBCCA)

: DOWN to intermediate-term neutral from intermediate-term accumulate at Merrill Lynch based on valuation.

Jabil Circuit

(JBL) - Get Report

: price target UP to 95 from 82 at CSFB.

KeySpan Energy

(KSE)

: UP to intermediate-term buy from intermediate-term neutral at Merrill Lynch.

On Assignment

(ASGN) - Get Report

: DOWN to hold from buy at CSFB.

Sycamore Networks

(SCMR)

: REINSTATED at buy CSFB; price target SET at 175.

Miscellany

Qualcomm

(QCOM) - Get Report

reached an agreement to settle class-action litigation filed by former employees of the company stemming from its sale of its infrastructure division to

Ericsson

(ERICY)

. Under terms of the settlement, $8.9 million, minus attorneys' fees and costs, will be distributed to more than 1,000 former employees covered by the lawsuit. Qualcomm said that while it agreed to resolve the suit, it paid nothing toward the settlement, with all payments to be made by third parties. Qualcomm said a final settlement approval hearing has been scheduled for April 28, 2000.

Viacom

(VIA) - Get Report

said the

Supreme Court

of the State of New York dismissed all claims of television station group

Chris Craft Industries'

(CCN)

unit

BHC Communications

in its litigation over its UPN partnership with Viacom. The ruling cleared the way for completion of Viacom's proposed $37 billion merger with

CBS

(CBS) - Get Report

.

Wendy's

(WEN) - Get Report

, the fast food chain, said its board named John T. Schuessler as CEO and president effective immediately. Schuessler previously was president and COO, Wendy's U.S. Operations. Wendy's founder R. David Thomas continues as senior chairman of the board.

The Inside Wall Street column in

Business Week

this week, penned as usual by Gene Marcial, reports there's chatter that

International Paper

(IP) - Get Report

may make a takeover offer for

Champion International

(CHA) - Get Report

, which has already agreed to be acquired by Finland's

UPM-Kymmene

. (

TSC's

James Cramer

wrote a

piece this morning on Marcial's picks.)

Elsewhere, the column offers up a bullish item on

Snap-on

(SNA) - Get Report

, whose stock some investors say is on the mend.

Also,

Cornerstone Internet Solutions

(CNRS)

gets positive mention in the column. The column, citing one unidentified big shareholder in Cornerstone, reports that two things will help juice up the company's stock: Cornerstone will soon have a national rollout of its FOODgalaxy.com service, and the company's forming a strategic tie-up with a giant financial-services company to provide credit facilities to subscribers of FOODgalaxy.com. The column says FOODgalaxy.com allows restaurants and other food-service establishments to post lists online of their supply requirements.

For analysis of the market's preopen tone and trends, see the Wake-Up Call, published separately.