Stocks to Watch: NGH, PIOG, BTR, HAXS, AZO, PCLN

Mergers, acquisitions and joint ventures

Nabisco Group Holdings

undefined

has received takeover offers for its food division from

Philip Morris

(MO) - Get Free Report

and

Danone

undefined

, reported

The Wall Street Journal

. Carl Icahn launched a $6.5 billion bid for the remaining 90.4% interest in the company that he doesn't already hold. According to the

Journal

,

Cadbury Schweppes

(CSG)

also made a bid for the noncookie arm of the division.

Nabisco Group Holdings spinoff

R.J. Reynolds

undefined

has said it is interested in making an offer after its former parent sells its food division.

For more on this

story, see the coverage provided by

TheStreet.com/NYTimes.com's

joint newsroom.

America Online's

(AOL)

president, Bob Pittman, during the Bank of America Securities Growth Telecommunications Media and Entertainment Conference, announced that he expects the company's merger with

TimeWarner

(TWX)

to produce total revenues of $40 billion in 2001. He said he sees cash flow rising 30% in the first year of the deal, as reported by

Reuters

. Pittman also said that the deal would create cost savings about $1 billion in the first year.

Bradley Real Estate

(BTR)

has agreed to merge into

Heritage Property Investment Trust

, a privately held real estate investment trust based in Boston, in a deal valued at about $1.2 billion. According to terms of the deal, shareholders of Bradley would receive $22 for each of their shares.

Choice One

(CWON)

said it entered a cash and stock deal to purchase

US Xchange

. The terms call for Choice One to pay $311 million in cash and exchange 7 million shares of its shares for US Xchange, in a transaction totaling roughly $518 million.

EDS

(EDS)

has pulled its bid to buy

Policy Management Systems

undefined

after finishing due diligence. Last month, EDS launched an informal $18 to $20 a share offer for the company, topping a $14 a share bid from

Welsh, Carson, Anderson & Stowe

. Policy Management valued the merger at about $700 million.

EMC

(EMC)

axed its 5-year deal to purchase $3 billion in disk drives from

IBM

(IBM) - Get Free Report

, reported

The Wall Street Journal

. The move puts a dent in IBM's efforts to sell more computer parts.

Online broker

E*Trade

undefined

has announced that it will buy online investment bank

Wit Capital

undefined

retail brokerage unit and make Wit its exclusive provider of new share issues. Wit Capital, in turn, has agreed to buy E*Trade's Internet investment banking unit, E*Offering, for 32 million shares, or 25% of diluted shares outstanding, of Wit Capital.

Based on Wit's closing price of 10 1/4, the deal is valued at $328 million. On a pro forma basis, E*Trade,

General Atlantic Partners

and

Softbank

will collectively own more than 25 million shares of Wit Capital. Approximately 20 million shares will be subject to a three-year restriction on sale.

For more on this

story, check out the coverage provided by

TheStreet.com/NYTimes.com's

joint newsroom.

Additionally,

HealthAxis.com

(HAXS)

, a provider of Internet solutions for health insurance plan distribution, has entered into a strategic partnership with E*Trade. Under terms of the deal, HealthAxis.com will become the exclusive provider of online health insurance to E*Trade's U.S. customer base.

Oracle

(ORCL) - Get Free Report

said it has entered a pact with Web content providers and portals to extend its services. The software company's

Portal Partnership Initiative

includes EDS,

Ernst & Young

,

Infospace

(INSP) - Get Free Report

,

Net Perceptions

undefined

and

Verity

(VRTY)

.

Unicredito Italiano Group

said it has agreed to acquire

Pioneer Group

undefined

, in a cash deal valued at $1.2 billion. The terms call for Unicredito to purchase all of Pioneer's global investment management businesses. Pioneer would give its shareholders 100% of its ownership stake in its other assets before the deal is completed.

Spanish Internet service provider

Terra Networks

undefined

said it was in talks with

Lycos

undefined

in a move that could create a new global Internet giant behind America Online and

Yahoo!

(YHOO)

.

For more on this

story, see the coverage provided by

TheStreet.com/NYTimes.com's

joint newsroom.

--

Tara Murphy

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Earnings/revenue reports and previews

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

AutoZone

(AZO) - Get Free Report

said it expects to post third-quarter earnings of 50 cents a share, topping the 13-analyst estimate of 47 cents and up from the year-ago 39-cent profit. Lehman Brothers initiated coverage of the stock with an outperform rating.

RehabCare Group

(RHB)

set a 2-for-1 stock split.

Starbucks

(SBUX) - Get Free Report

executives are forecasting robust sales growth at 3000 of its stores in the next few months, but said that the results wouldn't be as good as its recent reports. Chairman Howard Schultz told

Reuters

that same-store sales growth would hit the high single digits, down from last-month's 12% increase. Schultz and CFO Michael Casey rejected claims from a short seller, who said in

Barron's

that the stock was not meeting analysts expectations.

Valspar

(VAL) - Get Free Report

reported second-quarter earnings of 59 cents a share, beating the six-analyst estimate of 57 cents and up from the year-ago earnings of 51 cents a share.

--

Tara Murphy

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Offerings and stock actions

Cheesecake Factory

(CAKE) - Get Free Report

set a 3-for-2 stock split.

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Tara Murphy

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Analyst actions

Donaldson Lufkin & Jenrette added

Ciena

(CIEN) - Get Free Report

to its focus list and removed

Young & Rubicam

undefined

.

Downgrades

Champion International

(CHA) - Get Free Report

: DOWN to market performance from buy at

Donaldson Lufkin & Jenrette

.

Chevron

(CHV)

: DOWN to hold from buy at

ING Barings

.

Initiations

C-Cube Microsystems

(CUBE) - Get Free Report

: NEW strong buy at

Deutsche Banc Alex. Brown

, price target: 27.

Celestica

(CLS) - Get Free Report

: NEW medium-term buy at

Salomon Smith Barney

, 12- to 18-month price target: 60.

Ispat

(IST)

: NEW intermediate accumulate, long-term buy rating at

Merrill Lynch

.

Packard Biosciences

undefined

: NEW intermediate, long-term buy rating at Merrill Lynch.

Sycamore Networks

(SCMR)

: NEW strong buy at

Wit Soundview

.

Group Moves

J.P. Morgan

downgraded the following auto and auto parts stocks:

Danaundefined: DOWN to market performer from buy.
General Motors (GM) - Get Free Report: DOWN to long-term buy from buy.
Gentex (GNTX) - Get Free Report: DOWN to long-term buy from buy.
Lear (LEA) - Get Free Report: DOWN to market performer from buy.

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Miscellany

Priceline.com

undefined

named its president and COO, Daniel Schulman, as new CEO. Schulman succeeds Richard Braddock as chief executive. Braddock will remain chairman of the company's board.

For more on this

story, check out the coverage provided by

TheStreet.com/NYTimes.com's

joint newsroom.

Abbott Laboratories

(ABT) - Get Free Report

and

Sangstat

(SANG) - Get Free Report

said the

Food and Drug Administration

gave approval to market Abbott's Gengraf capsules, an immuno-suppressant for the prevention of organ rejection in kidney, liver and heart transplants.

Compaq

undefined

will launch new Alpha server computers, attempting to become a big supplier of Web computers, reported

The Wall Street Journal

.

Del Monte Foods

(DLM)

said CEO and president Richard Wolford has been named its chairman.

Iona Technologies

(IONA)

tapped Barry Morris as its CEO.

--

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