The

TriZetto Group

(TZIX)

, which provides Internet-enabled application services and health care business portals, is

buying

IMS Health

(RX)

, a provider of information solutions to the pharmaceutical and health care industries, for about $8.3 billion. Under terms of the deal, IMS shareholders will receive 0.4655 share of TriZetto, or $27.03, for each share of IMS they own. IMS closed yesterday at 21 5/8.

Mergers, acquisitions and joint ventures

Baan

, the Dutch enterprise business management software company, said it has entered into an agreement with

Bear Stearns'

(BSC)

Bear Stearns International

under which Baan has the right to request Bear to purchase up to 150 million euros of Baan's common stock over the next 18 months, providing a new source of equity capital for the troubled software firm. Under terms of the pact and subject to certain conditions, Baan may put shares of its stock to Bear as often as every three trading days. Each put will be priced at market for the two-trading-day period following notice of exercise, and may consist of up to 10% of the trading volume of Baan stock on the

Amsterdam Stock Exchange

over that period. For entering into the deal, Bear will receive 1.5 million shares of Baan's stock at par value.

Separately, Baan said it will form a new subsidiary dedicated to providing e-business applications focused on the Internet customer relationship management market.

There was also news regarding Baan's board. The company said that Joop Janssen has taken a leave of absence from his position on the firm's supervisory board effective immediately due to health reasons. In his place, board member Hans Wortmann has assumed the role of interim chairman, a post Janssen has filled since Pierre J. Everaert was appointed interim CEO of the company in January.

Excite@Home

(ATHM) - Get Report

, which offers media services through its

Excite Network

and broadband subscription services through

@Home

, said it and its cable partners --

AT&T

(T) - Get Report

,

Comcast

(CMCSA) - Get Report

and

Cox Communications

(COX)

-- agreed to new extended distribution deals and a

reorganization of the governance of the company.

Also, Excite@Home's board intends to withdraw plans for establishing a tracking stock for the media assets of its business. And the company said AT&T has agreed to give Comcast and Cox the right to sell their shares in Excite@Home to AT&T for a minimum price of $48 a share anytime between Jan. 1, 2001, and June 4, 2002. Comcast and Cox each own about 30 million Class A shares, or about 8% of Excite@Home. AT&T's purchase obligation is limited to an aggregate of about $3 billion. If Excite@Home's average share price exceeds $48 for 15 days before and 15 days after Comcast or Cox exercises their right to sell, they will receive the higher price per share and the number of shares AT&T purchases will be reduced commensurately. Comcast and Cox have the right to take payment in cash or in shares of AT&T stock.

Based on these new deals, AT&T and Excite@Home have extended their relationship through 2008, and Comcast and Cox have extended their link with Excite@Home through 2006. Also under the pacts, Comcast and Cox will give up certain veto rights they have at the Excite@Home board level and their representatives will resign from the board. AT&T, meanwhile, will have the right to elect a majority of the board members and Excite@Home will amend its charter to allow board action by simple majority.

RealNetworks

(RNWK) - Get Report

, a software maker whose products and services allow the delivery of streaming media content over the Internet and intranets, and

PanAmSat

(SPOT) - Get Report

, a provider of satellite-based video and data broadcast services, announced a strategic relationship to provide worldwide broadband delivery of Internet media via satellite. PanAmSat also said it will provide a high-speed network to

U S West's

(USW)

Internet subscribers.

Earnings/revenue reports and previews

(

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

.)

Analog Devices

(ADI) - Get Report

said it expects revenue to grow in excess of 50% during 2000, revising previous growth targets.

Palm

(PALM)

, the handheld-computer maker, reported third-quarter earnings, excluding items, of 3 cents a share. This comes in ahead of the six-analyst estimate for earnings of 1 cent a share, and up from the year-ago pro forma 2 cents. Palm, which was formerly a wholly owned subsidiary of

3Com

(COMS)

, went public in March. 3Com owns the vast majority of Palm's common stock.

Palm also said it sees fourth-quarter sales of $280 million to $295 million but warned that gross margins should narrow in fiscal 2001 from fiscal 2000, citing component shortages and price reductions. According to

Reuters

, Palm CFO Judy Bruner said during a conference call that the company scaled down Palm's prices in February to jump-start sales. She forecasted that gross margins would hit 35% to 40% over the next several years. Bruner said that demand from mobile-phone makers triggered a shortage of some Palm components, which could extend into the next several quarters.

Microsoft

(MSFT) - Get Report

President Steve Ballmer said the company will be involved in a Web-based business-to-business exchange for the aerospace industry, which will include companies such as

Boeing

(BA) - Get Report

.

Offerings and stock actions

AT&T plans to issue 360 million shares of

AT&T Wireless Group

tracking stock, with the price range running $26-$32 a share. This would raise $9.4 billion to $11.5 billion. The company said it may issue up to an additional 54 million shares if underwriters exercise their overallotment option in full. The shares to be offered represent 15.6% of AT&T's interest in the AT&T Wireless Group, based on basic shares outstanding. That percentage could increase to 17.5% if the underwriters' overallotment option is exercised in full. AT&T plans to list the tracking stock on the

New York Stock Exchange

under the ticker symbol AWE.

Goldman Sachs

,

Merrill Lynch

and

Salomon Smith Barney

are serving as global coordinators and joint book-running managers for the IPO.

South Korea's

Hanaro Telecom

(HANA)

, a telephone and Internet service provider, said it has begun allocation and pricing for its 24 million ADR offering and expects trading to start today. Each ADR is equal to one ordinary share. The originally scheduled March 24 listing was delayed due to a technicality. Goldman Sachs is the lead underwriter.

Merrill Lynch priced an 11 million-share IPO for

Telocity

(TLCT)

at the top of its expected $10-$12 price range, at $12 a share.

Analyst Actions

ABN Amro

added

Micron Technology

(MU) - Get Report

to its top pick list and set a 12-month price target of 200.

Qualcomm

(QCOM) - Get Report

: price target UP to 180 from 160 by

Lehman Brothers

analyst Tim Luke.

Tenet Healthcare

(THC) - Get Report

: Up to buy from long-term buy, target set at 30, by

J.P. Morgan

.

Miscellany

CDnow's

(CDNW)

independent public accountant

Arthur Andersen

said there is "substantial doubt" over whether CDnow can continue as a going concern,

The Wall Street Journal

reported.

Delta Air Lines

(DAL) - Get Report

is expected to unveil firm orders with

Bombardier

for about 100 Canadair RJ regional jets valued at about $2 billion, the

Journal

reported.

Inamed

(IMDC)

said it named President Ilan Reich co-CEO, a title he will share with Chairman and CEO Richard Babbit. The company also said it is comfortable with profit expectations for the year. The single-analyst estimate is $1.75 a share.

Lycos

(LCOS)

said it will launch a business incubator unit called LycosLabs to nurture and invest in early stage Internet start-ups.

The

Federal Communications Commission

isn't exactly enamored with local phone company

SBC Communications'

(SBC)

bid to offer long-distance services in Texas,

The Wall Street Journal

and

The New York Times

reported. The

Times

reported, citing people close to the FCC, that in recent days sources have said the agency appears almost certain to reject SBC's application to offer long-distance service in the Lone Star State, because the company hasn't offered up sufficient evidence that it has opened its local communications networks in the state to potential competitors.

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