SBC Communications

(SBC)

and

BellSouth

(BLS)

are in talks to merge their U.S. cellular-phone businesses to create a nearly national wireless provider,

The Wall Street Journal

reported, citing people familiar with the matter.

Lucent Technologies

(LU)

plans to spin off its PBX, SYSTIMAX structured cabling and LAN-based data businesses to shareholders, forming a separate company focusing on the enterprise networking market. Lucent said the new company will start out with an $8 billion business and a customer list that includes more than 90% of Fortune 500 companies. Lucent's board has approved the spinoff, which is expected to be done via a tax-free distribution of shares to Lucent's shareholders. Lucent anticipates the spinoff to be completed by the close of its fourth fiscal quarter of 2000, which ends Sept. 30. Donald Peterson, currently Lucent executive vice president and CFO, will become president and CEO of the new company. Henry Schacht, former Lucent chairman and a current member of the company's board, will become chairman of the new company. The new company will be named at a later date, Lucent said.

Mergers, acquisitions and joint ventures

CMGI

(CMGI)

,

Hicks Muse Tate & Furst

and

Pacific Century CyberWorks

are forming a new venture capital partnership,

@Ventures Global Partners

, under which each entity will invest up to $500 million, to aid the development of Internet companies based in Asia, Europe and the Americas.

Deutsche Telekom

(DT) - Get Report

is in talks to acquire long-distance provider

Qwest Communications

(Q)

,

USA Today

reported, citing people close to the companies. The newspaper said Deutsche Telekom has held talks with several local and long-distance telecommunications companies but has now set its sights on Qwest, which is expected to complete a $36 billion merger with

U S West

(USW)

later this year. The newspaper pointed out that breaking up the Qwest-U S West deal by bidding solely for Qwest would be difficult considering that shareholders of Qwest and U S West have approved their merger; however, Deutsche Telekom could easily afford to buy both firms, but it would likely have to wait until after Qwest and U S West's merger is finalized.

eBay

(EBAY) - Get Report

and

Wells Fargo

(WFC) - Get Report

announced a plan to let online sellers take credit-card payments when selling over the Internet. Wells Fargo will take a 35% stake in the effort, which will be called Billpoint.

Mirage Resorts

(MIR)

rejected

MGM Grand's

(MGG)

$3.4 billion takeover offer as inadequate but said it was willing to discuss a transaction recognizing the company's real value. Mirage said it adopted a shareholder purchase rights plan to assure that its board was in a position to best represent the interests of all its stockholders.

SAP

(SAP) - Get Report

is attempting to form an e-commerce joint venture with

DaimlerChrysler

(DCX)

in hopes of getting a stake in a big online marketplace for the automotive industry,

The Wall Street Journal

reported. Last week Daimler said it was teaming up with

Ford

(F) - Get Report

and

General Motors

(GM) - Get Report

for an online automotive-parts exchange. Daimler is the only one of the Big Three automakers that hasn't named a technology partner for the venture yet, the story says.

Sirius Satellite

(SIRI) - Get Report

said it is in a marketing and technology alliance with

ATX Tech

.

Earnings/revenue reports and previews

(

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

)

Expedia

(EXPE) - Get Report

said it will take a one-time reserve of $4 million to $6 million in the current quarter, which is related to fraudulent transactions on Expedia.com.

Fleetwood Enterprises

(FLE)

posted third-quarter earnings of 48 cents a share, a penny shy of the five-analyst estimate and down from the year-ago 59 cents.

Offerings and stock actions

Andrx

(ADRX)

said its board approved a 2-for-1 stock split.

Art Technology

(ARTG)

approved a 2-for-1 stock split.

Goldman Sachs

priced a 5 million-share IPO for

MatrixOne

(MONE)

at $25 a share, above the expected $20-to-$22 range.

McLeodUSA

(MCLD)

approved a 3-for-1 stock split.

Credit Suisse First Boston

priced an 8 million-share IPO for

Onvia.com

(ONVI)

at $21 a share, the top of the estimated range. Onvia.com is an e-marketplace for small companies to buy and sell goods and services.

Network Peripherals

(NPIX)

said its 2.5 million-share offering was priced at $60.87 a share.

Semitool

(SMTL)

set a 2-for-1 stock split.

Webb Interactive Services

(WEBB)

said its board approved a 2-for-1 stock split.

Analyst Actions

J.P. Morgan

initiated coverage of

AMB Property

(AMB)

with a buy rating.

J.P. Morgan initiated coverage of

CenterPoint Properties Trust

(CNT)

with a market perform rating.

Deutsche Banc Alex. Brown

started

Chiron

(CHIR) - Get Report

at a buy and set a price target of 74.

Alex. Brown raised

Coca-Cola

(KO) - Get Report

to strong buy from market perform.

Alex. Brown started

Federated

(FD)

at buy and set a target of 45.

J.P. Morgan initiated coverage of

First Industrial Realty Trust

(FR) - Get Report

with a long-term buy rating.

Alex. Brown started

J.C. Penney

(JCP) - Get Report

and

Nordstrom

(JWN) - Get Report

at market perform.

Lehman Brothers

named

Noble Affiliates

(NBL) - Get Report

and

Union Pacific Resources

(UPR)

as buys.

Alex. Brown started coverage of

Sears

(S) - Get Report

as a market perform.

Alex. Brown raised

Smurfit-Stone

(SSCC)

to strong buy from buy.

Miscellany

Dutch insurer

Aegon

(AEG) - Get Report

said it would divest the noncore noninsurance activities of its U.S.

Transamerica

unit.

MCI WorldCom

(WCOM)

and Britain's

Cable & Wireless

(CWZ)

have settled their dispute stemming from Cable & Wireless' acquisition of former

MCI Communication's

Internet business at the time of the MCI and WorldCom merger in 1998. MCI WorldCom will pay Cable & Wireless $200 million, and Cable & Wireless has agreed to withdraw all litigation and regulatory complaints related to the transaction. MCI WorldCom said the settlement won't impact its earnings.

SmithKline Beecham

(SBH) - Get Report

has obtained a new U.S. patent on its antibiotic

Augmentin

.

Glaxo Wellcome

(GLX)

and SmithKline announced in January they plan to merge.

Sotheby's

(BID) - Get Report

and

Christie's International

are in talks with plaintiffs' lawyers that could result in the quick settlement of dozens of civil antitrust lawsuits. In addition, Sotheby's announced a new pricing structure, revising its rates to make them nearly identical to Christie's, which changed rates three weeks ago.

As part of its cost-cutting plan,

Weyerhaeuser

(WY) - Get Report

said it is closing four packaging plants.

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