Updated from 1:03 p.m. EDT

Software behemoth

Microsoft

(MSFT) - Get Report

posted fourth-quarter earnings of 44 cents, besting the 24-analyst 42-cent prediction and the year-ago 40 cents. The company said it was comfortable with earnings projections for 2001, currently at $1.88 a diluted share. In a conference call with analysts, company officials said they would not reinstitute a stock buyback.

TheStreet.com/NYTimes.com

joint newsroom took a closer look at Microsoft's report in a

story earlier.

SG Cowen

downgraded

Microsoft

(MSFT) - Get Report

to neutral from buy, while

Prudential Securities

lowered its rating to accumulate from strong buy. Meantime,

Lehman Brothers

reiterated its existing buy recommendation on the company.

Storage management software company

Veritas

(VRTS) - Get Report

reported second-quarter earnings of 13 cents a share, a penny ahead of the 24-analyst outlook and up from the year-ago 7 cents.

TheStreet.com/NYTimes.com

joint newsroom was at it again with a

story on Veritas.

Mergers, acquisitions and joint ventures

CNet

(CNET) - Get Report

plans to acquire

Ziff-Davis

(ZD)

for $1.6 billion in stock, reported

The Wall Street Journal

.

Flowers Industries

(FLO) - Get Report

and

Keebler Foods

(KBL)

announced that they are considering alternatives, including the potential sale of Keebler, to maximize shareholder value. Flowers is currently Keebler's largest shareholder, with an approximate 55% stake.

Georgia-Pacific

(GP)

entered a $3 billion stock deal to sell its

Timber Co.

unit to

Plum Creek

(PCL)

. The sale comes one day after Georgia-Pacific agreed to purchase paper maker

Fort James

(FJ)

. Plum Creek will take on $1 billion of Timber Co.'s debt. According to the deal's terms, Timber shareholders will receive 1.37 shares of Plum Creek stock for each share of Timber they hold.

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Earnings/revenue reports and previews

Apple

(AAPL) - Get Report

reported a profit of 45 cents a share, topping the 19-analyst estimate by 1 cent and exceeding the year-ago earnings of 35 cents. Apple is the maker of the edgy iMac computer, but apparently not the seller of quite enough of them: Disappointing iMac revenue led the stock to sell off in

after-hours trading.

TheStreet.com/NYTimes.com

joint newsroom covered the Apple news in a

story Tuesday.

Chase Manhattan

(CMB)

listed second-quarter results of 85 cents a share, beating the 17-analyst 83-cent estimate but below the year-ago $1.03 profit.

Citigroup

(C) - Get Report

posted second-quarter earnings of 87 cents a share, topping the 16-analyst 83-cent prediction and the year-ago 71-cent result. Additionally, the financial services giant announced that it plans to split its stock four-for-three, raise its quarterly cash dividend by 17% and repurchase another $5 billion worth of common stock.

Coca-Cola

(KO) - Get Report

posted second-quarter earnings of 37 cents a share, topping the 16-analyst estimate of 41 cents a share and up from the year-ago 38-cent profit.

Commerce One

(CMRC)

reported a second-quarter loss of 10 cents a share, 3 cents narrower than the 22-analyst forecast but wider than the year-ago 9-cent loss. For more on this, check out

TheStreet.com/NYTimes.com

joint newsroom

story.

Donaldson Lufkin & Jenrette

(DLJ)

posted second-quarter earnings of $1.15 a share, topping the six-analyst estimate of 96 cents and up from the year-ago $1.14 profit. The company said that the slumping stock market and rising interest caused a 2.1% decline in profits.

The world's largest chip maker,

Intel

(INTC) - Get Report

, listed earnings of 50 cents a share, beating the 21-analyst estimate by a penny and almost doubling the year-ago 26-cent result.

TheStreet.com/NYTimes.com

joint newsroom covered the semiconductor giant's

earnings.

UBS Warburg upped its price target on the shares to 190 from 180.

Minimed

(MNMD)

reported second-quarter earnings of 26 cents a share, edging out the 10-analyst estimate and up from the year-ago 16-cent profit. Minimed also set a 2-for-1 stock split.

Proxim

(PROX)

posted second-quarter earnings of 23 cents a share, a penny better than the 10-analyst estimate and up from the year-ago 17-cent profit. The networking products maker also said it set a 2-for-1 stock split.

Travelocity.com

(TVLY)

posted second-quarter losses of 26 cents a share, beating the eight-analyst estimate of a 34-cent loss per share. Additionally, the company said that it expects to have positive earnings by the end of 2001.

Univision

(UVN)

posted second-quarter earnings of 28 cents a share, topping the eight-analyst estimate of a 24-cent profit and up from the year-ago 17-cent profit. The company also set a 2-for-1 stock split.

Analyst actions

SG Cowen

downgraded

Microsoft

(MSFT) - Get Report

to neutral from buy after the company posted second-quarter earnings of 37 cents per share on Tuesday, two cents above consensus estimates. Meantime,

Lehman Brothers

reiterated its existing buy recommendation on the company.

Merrill Lynch

cut its rating on

Tricon Global

(YUM) - Get Report

to intermediate, long-term accumulate from buy and cut its fiscal 2000 EPS estimates to $2.95 a share from $3.25. Merrill also lowered its fiscal 2001 estimates to $3.35 from $3.70.

Yesterday, Tricon Global posted second-quarter earnings of 76 cents a share, topping the analyst estimate of 71 cents and up from the year-ago 60-cent profit, but cut its full-year earnings outlook because of weakness at

Taco Bell

.

Upgrades

Associates First Capital

(AFS)

: UP to near-term buy from accumulate at Merrill Lynch.

Digital Light

(DIGL)

: UP to buy from attractive at

PaineWebber

. 12-month price target: UP to 160 from 110.

Disney

(DIS) - Get Report

: UP to buy from attractive at PaineWebber.

Keebler

(KBL)

: UP to buy from market outperform at

Goldman Sachs

.

Parametric Technology

(PMTC)

: UP to intermediate-term accumulate from neutral at Merrill Lynch.

Siebel Systems

(SEBL)

: 2000 earnings forecast UP to 89 cents a share from 81 cents a share at Donaldson Lufkin & Jenrette.

Triad Guaranty

(TGIC)

: UP to attractive from buy at PaineWebber.

Downgrades

Bausch & Lomb

(BOL)

: DOWN to buy from strong buy at

Deutsch Banc Alex. Brown

.

Boston Scientifics

(BSX) - Get Report

: DOWN to market perform from buy at Deutsche Banc Alex. Brown. DOWN to intermediate-term accumulate from intermediate-term buy at

Merrill Lynch

. 2000 earnings estimate DOWN to $1.10 from $1.15, 2001 earnings estimate DOWN to $1.40 from $1.45 at

Goldman Sachs

. DOWN to market performer from buy at

J.P. Morgan

.

Ceridian

(CEN) - Get Report

: DOWN to outperform from buy at

Salomon Smith Barney

.

Charter One Financial

(CF) - Get Report

: DOWN to neutral from outperform at

Morgan Stanley Dean Witter

.

Compuware

(CPWR)

: DOWN to market performer from outperformer at

Goldman Sachs

.

DoubleClick

(DCLK)

: third-quarter revenue DOWN to $137.9 million from $147.6 million at

Credit Suisse First Boston

.

Newport News Shipbuilding

(NNS)

: DOWN to buy from strong buy at Credit Suisse First Boston.

Initiations

Accelerated Networks

(ACCL)

: INITIATED buy at

UBS Warburg

. Price target: 84.

ClickSoftware

(CKSW)

: NEW buy at

Lehman Brothers

. Price-target: 20.

DigitalThink

(DTHK)

: NEW market performer at Goldman Sachs.

MarchFirst

(MRCH)

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

Osca

(OSCA)

: NEW outperform at Morgan Stanley. 12-month price-target: 28.

Pitney Bowes

(PBI) - Get Report

: NEW hold at Credit Suisse First Boston.

Sun Life

(SLC)

: NEW outperform at

Salomon Smith Barney

.

Sylvan Learning

(SLVN)

: NEW market performer at Goldman Sachs.

Group Moves

Donaldson Lufkin & Jenrette

changed estimates on two airlines:

  • America West (AWA) : fiscal 2000 EPS estimates DOWN to $1.80 a share from $2.25 a share.
  • SouthWest (LUV) - Get Report: fiscal 2000 EPS UP to $1.30 a share from $1.05.

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Offerings and stock actions

Support.com

(SPRT) - Get Report

announced that Credit Suisse First Boston priced its initial public offering at $14 a share, above the $11-to-$13 price range. The stock was lately up more than 150%.

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