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VA Linux Systems

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will acquire

Andover.Net

(ANDN)

. VA Linux said each share of Andover.Net will be exchanged for 0.425 a share of VA Linux.

For more on this

story, check out the coverage from

TheStreet.com/NYTimes.com's

joint newsroom.

Mergers, acquisitions and joint ventures

Ericsson

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has agreed to buy $1.5 billion in flash-memory chips from

Intel

(INTC) - Get Free Report

in a pact over three years.

The board of Norway's

NCL

, a cruise concern, recommended to its shareholders that they accept

Carnival

(CCL) - Get Free Report

and

Star Cruises'

takeover

bid.

Verio

(VRIO)

and

Lycos

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have teamed up to offer e-commerce services to merchants.

Vodafone AirTouch

(VOD) - Get Free Report

may clinch an agreed takeover deal with

Mannesmann

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that would give Mannesmann 49.5% of the combined company,

Reuters

reported.

Nokia

(NOK) - Get Free Report

said it won a mobile network deal from Italian operator

Blu

worth about $175.3 million.

Earnings/revenue reports and previews

(

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

)

Amazon.com

(AMZN) - Get Free Report

posted a pro forma fourth-quarter loss of 55 cents a share, wider than both the 28-analyst estimate of a 48-cent loss and the year-ago 7-cent loss. During a conference call with investors, CFO Warren Jenson said that, "Q4 of 1999 was a high point for the overall level of operation losses as both a dollar amount and as a percentage of sales." Jenson and CEO Jeff Bezos said they see operating losses as a percentage of revenues declining from more than 20% in the fourth quarter to the single digits by the end of 2000. Today, Credit Suisse First Boston reiterated its strong buy rating on Amazon.

Keebler

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reported fourth-quarter earnings of 50 cents a share, ahead of the 11-analyst estimate of 44 cents and the year-ago 39 cents.

Credit Suisse First Boston

analyst David Nelson raised the stock to strong buy from buy.

Wal-Mart's

(WMT) - Get Free Report

January same-store sales rose 4.1%. Wal-Mart, the world's largest retailer, also said it will take a noncash charge of 5 cents a share because of a change in its accounting for membership revenue.

Offerings and stock actions

Robertson Stephens

priced 5 million shares of

Centra Software

(CTRA) - Get Free Report

above range at $14. The company supports live business collaboration over the Internet.

Delta and Pine

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set a buyback of up to $50 million in stock.

Winstar Communications'

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board has declared a 3-for-2 stock split.

Analyst actions

Lehman Brothers

upgraded

British Telecommunications

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to buy from outperform.

ABN Amro

cut its pretax profit forecasts on the stock by 3.7% for 2000 and by 13.5% for 2001, while First Boston also cut its 2000 pretax forecast by 11%, and 2001 forecasts by 17.5%

J.P. Morgan

raised the stock to a buy and

Deutsche Bank

cut its price target while maintaing a strong buy rating.

Merrill Lynch

upgraded its intermediate-term rating on

Adobe Systems

(ADBE) - Get Free Report

to buy from accumulate.

Lehman Brothers raised its earnings estimates and price target on

ASM Lithography

(ASML) - Get Free Report

. Lehman raised its earnings per share estimate in 2000 to $2.40 from $2.33 and raised its estimate for 2001 $3.45 from $3.15. Lehman raised its one-year price target to 180 from 165.

Lehman raised its earnings estimates and price target on

Cymer

(CYMI)

. Lehman raised its per share earnings estimate for 2000 to $1.45 from $1.40 and in 2001 to $2.30 from $2.25. The firm raised its price target to $85 from $75.

Delta and Pine

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set a buyback of up to $50 million in stock.

Merrill upgraded its intermediate-term rating on

Tommy Hilfiger

undefined

to accumulate from neutral.

Miscellany

The board of troubled toy-maker

Mattel

(MAT) - Get Free Report

will hold an emergency meeting today in New York to discuss the fate of CEO Jill Barad, who may be pressured to step down after a series of disappointing quarters,

Reuters

reported, citing a source inside the company. Shares rocketed higher during yesterday's session, ending up 1 7/16, or 13.9%, to 11 13/16 on rumors Barad may be leaving the company.

TheStreet.com's

Herb Greenberg wrote a

piece on Mattel's struggles late last year. The company is slated to release its earnings for the fourth quarter next week.

The Heard on the Street column in

The Wall Street Journal

says the number of parent companies spinning off high-growth units has soared along with valuations of Internet and high-tech companies. Potential spinoffs, according to the story, include

IDT

(IDTC)

and its offshoot

Net2Phone

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and

Intermedia Communications

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and its

Digex

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subsidiary.

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