Phillips Petroleum (P) agreed to buy Atlantic Richfield's (ARC) - Get Report oil and gas assets in Alaska for $7 billion.

The deal, which is set to close in the second quarter, calls for Phillips to retain all of Arco's workers in Alaska. Phillips said the acquisition would tack on $1.28 a share to its fiscal 2000 earnings. Before the announcement, the 24-analyst estimate expected the company to post earnings of $3.27 a share.

Microsoft

(MSFT) - Get Report

announced the birth of

HomeAdvisor Technologies

, a new concern it says will slice weeks off the mortgage-closing process and save consumers more than $2,000 over the life of a loan by providing lower rates and reduced closing costs. Microsoft will hold a majority stake in the company.

Chase's

(CMB)

Chase.com

,

Chase Capital Partners

,

GMAC-RFC

,

Wells Fargo's

(WFC) - Get Report

Norwest Mortgage

and

Bank of America

will also be taking an equity interest in the venture.

Freddie Mac

(FRE)

has provided technology contributions and has a financial interest in the new company, Microsoft said.

Mergers, acquisitions and joint ventures

Tommy Hilfiger's

(TOM)

talks with

Calvin Klein

about a combo of their businesses have apparently stalled over price,

The Wall Street Journal

reported. The newspaper, citing people close to the discussions, said that a pact between Tommy Hilfiger and Calvin Klein was expected to be announced as early as last week; however, the two sides have been unable to agree on a price. A British newspaper, the

Sunday Telegraph

, reported Sunday that Tommy Hilfiger was believed to be in talks to buy all or part of Calvin Klein.

ABN Amro

(ABN)

said it would acquire a majority interest in Taiwan fund manager

Kwang Hua

from Taiwanese-based

Ruentex

and

Aetna

(AET)

, boosting its position to 88% from 6%. Before the sale, Aetna held a 20% stake in the firm.

Cisco

(CSCO) - Get Report

said it is buying a couple of companies. Cisco is buying privately-held

JetCell

, based in Menlo Park, Calif., a developer of standards-based, in-building wireless telephony solutions, for $200 million in stock.

Cisco is also buying

Infogear Technology

for $301 million in stock.

eGain

(EGAN) - Get Report

and

Inference

(INFR) - Get Report

said they have agreed to a $78.6 million merger. According to the terms, Inference shareholders would receive 0.1865 share of eGain for each share of Inference they hold. The deal is set to close within 90 days.

The

European Commission

cleared plans by

Emerson Electric

(EMR) - Get Report

to buy

Ericsson Energy Systems

, a unit of

Ericsson

(ERICY)

.

National-Oilwell

(NOI)

is merging with

IRI International

(IIR)

. Under terms of the deal, IRI stockholders will receive 0.3385 share of National-Oilwell stock for each IRI common share they own. Based on National-Oilwell's closing price yesterday, the deal is currently valued at $8.04 per IRI share, or $321 million. National-Oilwell will issue a total of 13.5 million shares of its stock for the transaction, which will be accounted for as a pooling of interests and is expected to be tax-free to both companies and IRI stockholders.

VerticalNet

(VERT)

and

Eastman Kodak

(EK)

have entered a deal to develop an e-commerce paint industry marketplace.

Earnings/revenue reports and previews

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

Corning

(GLW) - Get Report

said it expects to post first-quarter earnings of 53 cents to 55 cents a share, beating the 11-analyst estimate of 48 cents a share.

ING Groep

(ING) - Get Report

, the Amsterdam-based global financial services concern, said operational net profit rose 53.5% in 1999 over 1998 to $3.243 billion. Operational net profit from insurance operations rose 19.6% to $1.961 billion, while profit from banking operations increased 171.5% to $1.282 billion thanks to better results from trading and decreased risk costs. After losing $988 million in 1998,

ING Barings

, its investment banking arm, posted a profit of $220 million in 1999.

Paychex

(PAYX) - Get Report

posted third-quarter earnings of 20 cents a share, a penny better than the 12-analyst estimate and up from the year-ago 15 cents.

Analyst actions

Altera

(ALTR) - Get Report

: price target UP to 95 at

Credit Suisse First Boston

.

Aztar

(AZR)

: first-quarter earnings UP to 17 cents a share at

Lehman Brothers

.

Intersil

(ISIL)

: NEW strong buy and a price target of 70 at CSFB.

Invacare

(IVC) - Get Report

: NEW at buy and a price target of 34 at

Warburg Dillon Read

.

Kohl's

(KSS) - Get Report

: UP to intermediate-term buy from accumulate at

Merrill Lynch

.

Lattice Semiconductor

(LSCC) - Get Report

: price target UP to 100 at CSFB.

MacDermid

(MRD)

: DOWN to market performance from buy at

Donaldson Lufkin & Jenrette

.

Savvis Communications

(SVVS)

: NEW intermediate and long-term buy at

Merrill Lynch

.

XCare.net

(XCAR)

: NEW with a strong buy at

SG Cowen

.

Offerings and stock actions

Merix

(MERX)

filed for a 3 million-share secondary offering, with 1 million shares being sold by

Tektronix

(TEK)

.

Miscellany

Less than stellar news out of

Peapod

(PPOD)

today. Peapod said Bill Malloy, the company's CEO and president, is leaving due to health reasons and because of that, parties to a previously announced potential investment of $120 million in the company have terminated the planned investment. The company, which has had substantial operating losses since its birth, has $3 million in cash on hand, before giving effect to outstanding trade payables. The company's board has told its financial advisor

Wasserstein Perrella

to "explore strategic alternatives," including "possible alternative financing or a possible sale of the company."

The Heard on the Street column in the

Journal

takes a look at the mix of investors in

Federated Department Stores

(FD)

and the difficulty the company is having pleasing either group. The company picked up a new strain of investor last year thanks to the addition of a mushrooming Internet operation, the column notes. Those new investors want Federated to invest heavily in the Net, which puts them at odds with the company's traditional investors who expect growing profits and not heavy Net expenditures, the column said.

NextCard

(NXCD)

named John Hashman president.

In part because of a government antitrust probe of

Sotheby's

(BID) - Get Report

and

Christie's

, the two auction houses are facing their worst shortage of items for sale in nearly a decade, the

Journal

reported.

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