Ford

(F) - Get Report

announced that its board approved several moves designed to make shareholders smile, including

spinning off its automotive components and systems unit

Visteon

, whereby Ford will distribute its 100% interest in Visteon to Ford common and Class B shareholders. Shareholders will receive a distribution of Visteon stock based on the number of Ford shares they own and the total number of Ford shares outstanding on the distribution record date. Ford said Visteon generates $19 billion in annual revenue.

Ford's board also approved a plan under which Ford stockholders will exchange their current Ford common and Class B shares for new Ford common and Class B shares, and shareholders will have the right to receive either $20 in cash per share or new Ford shares of equivalent value. Ford said the total cash distribution will be limited to $10 billion.

Sun Microsystems

(SUNW) - Get Report

was beaming after it

posted third-quarter earnings of 26 cents a share, topping the 20-analyst estimate of 23 cents and the year-ago report of an 18-cent profit. CEO Scott McNealy attributed the strong results to a boost in market share after cruising through Y2K woes to see an rise in business during its second quarter.

During the quarter, Sun saw revenue shoot up 35% to hit $4 billion. According to CFO Michael Lehman, the company holds more than $5 billion in cash and securities.

Lehman Brothers

raised its earnings estimate for fiscal 2000 on Sun to 96 cents from 91 cents, and

CNBC

reported that

Prudential Securities

upgraded shares of Sun.

Gateway

(GTW)

reported first-quarter earnings of 41 cents a share, in line with the 22-analyst estimate and up from the year-ago 31-cent profit. The PC seller said that a 27% increase sales in its consumer computer unit made up for a slowdown in its business division, which suffered a 19% loss in sales.

According to CFO John Todd, the business division's sales have shown progress every month since its January low. Todd told investors that he sees a seasonal drop in sales during the second quarter but assured that the Gateway is on track to post second-quarter earnings in line with the 21-analyst estimate of 36 cents a share and the fiscal 2000 22-analyst estimate of $1.83 a share.

Merrill Lynch

upgraded Gateway to intermediate-term accumulate from intermediate-term neutral and maintained its long-term accumulate rating on the computer maker.

Hertz

(HRZ)

, the world's largest car rental company, reported first-quarter earnings of 52 cents a share, 4 cents ahead of the nine-analyst estimate and up from the year-ago 45 cents. Hertz's revenue for the quarter totaled $1.135 billion in the first quarter, a jump of 9.9% from the year-ago $1.033 billion.

Mergers, acquisitions and joint ventures

Honeywell's

(HON) - Get Report

Thermal Systems

business enterprise is buying Britain's

Serck Heat Transfer

for an undisclosed amount. Serck is a supplier of heat transfer equipment for cooling engines, transmissions, turbines, compressors and processes in the marine, power generation, construction and automotive industries. Lehman Brothers raised Honeywell's 12-month price target to 100 from 80.

PlayCore

(PCO)

, a playground equipment maker, is being bought out by an investment group for $10.10 a share in cash.

Earnings/revenue reports and previews

(

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

)

Boise Cascade Office Products

(BOP)

posted first-quarter earnings of 31 cents, two cents shy of the two-analyst estimate of 33 cents.

Hudson United Bancorp

(HU)

reported first-quarter earnings of 58 cents a share, below the single-analyst estimate of 60 cents but up from the year-ago 53 cents a share.

National City

(NCC)

posted earnings of 53 cents a share, below the 20-analyst estimate of 50 cents and in line with the year-ago earnings.

Tribune

(TRB)

, the newspaper and media giant that is buying

Times Mirror

(TMC)

, posted first-quarter earnings, excluding items, of 32 cents a share, in line with the 10-analyst estimate and up from the year-ago 27 cents.

Offerings and stock actions

Certicom

(CERT)

, citing poor market conditions, has withdrawn a planned common share offering.

McMoRan Exploration

(MMR)

said an offering of 3.8 million shares was priced at $14 each.

Thoratec

(THOR) - Get Report

said it priced a 2-million share offering at $10 a share.

Analyst actions

ADC Telecom

(ADCT) - Get Report

: UP to strong buy from buy at

SG Cowen

.

Partner Communications

(PTNR) - Get Report

: NEW strong buy at

Morgan Stanley Dean Witter

.

Miscellany

Microsoft

(MSFT) - Get Report

acknowledged that some of its Internet software carried a secret password that could be used to gain unlawful access to hundreds of thousands of Internet sites worldwide,

The Wall Street Journal

reported. The password is a "phrase deriding their rivals at Netscape as 'weenies,'" according to the story. A Microsoft security manager said the backdoor password goes against its policy and said it is a firing offense for the as-yet unidentified employees.

The Heard on the Street column in the

Journal

looks at

Salomon Smith Barney

analyst Colin Devine, who took heat for his downgrade of insurance company

Conseco

(CNC) - Get Report

in early 1999, including flak from the Conseco chairman himself. Since the downgrade, Conseco has plunged 77% and Devine no longer has to justify his call. The story says his predicament is a reminder of the challenges analysts face when it comes to making unfavorable calls on companies they cover. Salomon is a unit of

Citigroup

(C) - Get Report

.

In the Inside Wall Street column in

Business Week

, penned as usual by Gene Marcial, the columnist offers up bullish stories on

Level 8 Systems

(LVEL)

, a provider of e-commerce business-integration software, and

MarineMax

(HZO) - Get Report

, the largest U.S. recreational boat dealer. Marcial, in the MarineMax story, cites Annie Erner of Salomon Smith Barney as saying that the shares are "significantly undervalued." Also, Marcial positively highlights

Dataram

(DRAM)

, a maker of printed-circuit memory products.

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