Updated from 2:54 p.m.

Brokerage

Dain Rauscher

(DRC)

will be acquired by the

Royal Bank of Canada

for $1.46 billion, the companies announced this morning.

Each share of Dain Rauscher stock will convert into the right to receive $95 in cash. The stock closed at $78.88 yesterday. The company, a brokerage firm based in Minneapolis, provides investing services to clients in the western United States. Dain Rauscher will be renamed RBC Dain Rauscher Wessels.

The purchase by RBC furthers a recent trend of acquisitions of brokerages and investment banks.

PaineWebber

( PWJ),

Donaldson Lufkin & Jenrette

( DLJ), and

J.P. Morgan

(JPM) - Get Report

have all been snapped up in the past couple of months.

TheStreet.com

wrote about the

PaineWebber,

DLJ and

J.P. Morgan deals in separate articles.

Dain Rauscher closed up $12.94, or 16.2%, to $92.88.

Dole

( PDYN) expects to post a loss for the third quarter between 2 cents and 8 cents a share due to higher fuel prices and the weak euro. The two-broker consensus from

First Call/Thomson Financial

had been for earnings of 13 cents a share. Dole ended the day down 19 cents, or 1.3%, to $14.63.

Paradyne Networks

( PDYN) issued an earnings warning this morning. The company said it expects a third-quarter earnings shortfall due to reduced shipments to a few network-service provider customers. Third-quarter revenues are expected to fall between $59 million and $63 million, with earnings somewhere between break-even and 2 cents a share. The First Call/Thomson Financial six-broker estimate was for 12 cents a share. The stock finished down $4.09, or 40.9%, to $5.91.

Citing competitive conditions and foreign currency woes,

Crown Cork & Seal

(CCK) - Get Report

said it expects earnings of 35 cents to 40 cents a share for the third quarter, well below analysts expectations. A 10-analyst survey by First Call/Thomson Financial had estimated 67 cents a share for the company's third quarter. The company closed flat at $10.63.

Mergers, acquisitions and joint ventures

CheckFree's

( CKFR) shareholders have agreed to issue 10 million common stock and stock purchase warrants to the

Bank of America

(BAC) - Get Report

in exchange for its electronic billing and payment assets.

The shares will go towards purchasing an additional 10 million shares from Bank of America. CheckFree will provide electronic billing and payment services to the bank's customers in a 10-year contract. CheckFree ended the day up $2.98, or 7.9%, to $41; Bank of America was also up, $1.31 higher, or 2.5%, to $54.

Exodus Communications

( EXDS) said it expects to buy

Global Crossing's

(GBLX)

GlobalCenter Web

hosting unit, which manages company Web sites, for about $6.5 billion in stock.

PaineWebber

cut Exodus shares to attractive from buy. Exodus closed down $4.13, or 7.8%, to $49.13; Global was up $2, or 6.7%, to $31.88.

The expected deal also includes a 10-year network services agreement that could generate about $4 billion in revenue for Global Crossing; and the company will become the biggest Web-hosting business.

Nokia

(NOK) - Get Report

and

TIBCO Software

( YNR) have announced a partnership in mobile commerce. TIBCO, an infrastructure-software supplier, said it will use Nokia's wireless Internet technology, but didn't say if Nokia will take a stake in TIBCO. Nokia closed up 56 cents, or 1.4%, to $41.31; TIBCO was down $1.13, or 1.3%, to $88.13.

Young & Rubicam

( YNR) said its shareholders have approved an acquisition by the

WPP Group

(WPPGY)

to form the world's largest advertising agency.

The stock-swap deal was first announced in May and valued then at $4.7 billion, or $53 a share. WPP will issue about 0.84 new American Depositary Receipts for each Young & Rubicam share. Y&R ended the trading day down $1.19, or 2.3%, to $49.81; WPP closed down $1.03, or 1.7%, to $59.97.

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Earnings/revenue reports and previews

Marriott International

(MAR) - Get Report

posted earnings of 43 cents a share for the third quarter, besting the 12-broker

First Call/Thomson Financial

consensus for 42 cents a share. The company also said it would sell four hotels for $274 million to a new joint venture between Marriott and

Blackacre Capital Management

. Marriott closed up 25 cents, or 0.7%, $37.19.

Railworks

( RWKS), a provider of rail-related services, said earnings will be hurt through the end of the year, and that it has ended talks with an investor group that was interested in buying the company. Earnings for the year are expected to fall between 50 cents and 60 cents per share, the company said. The two-broker estimate was for $1.60, according to

First Call/Thomson Financial

. Railworks closed down $4.50, or 53.7%, to $3.88.

Procter & Gamble

(PG) - Get Report

said it expects earnings for the first two quarters of its fiscal year 2001 to remain on track. The stock ended the day up $5.25, or 8.5%, to $67.

You gotta blame it on something. Insurance holding company

State Auto Financial

(STFC) - Get Report

is blaming it on the rain, yeah, yeah. The company said storms would shave 10 cents to 13 cents a share off third-quarter earnings. The First Call/Thomson Financial consensus of seven brokers was for earnings of 28 cents a share. State Auto closed down $1.84, or 13.6%, to $11.69.

Supervalu

(SVU)

recorded a 26% increase in its quarterly profits, although the company missed analyst expectations by a penny.

The company said net earnings for its second quarter were 43 cents a share, compared with 37 cents a share in the same period last year. The results fell a penny short of the eight-analyst estimate of 44 cents a share, according to First Call/Thomson Financial. Supervalu closed down 31 cents, or 1.96%, to $15.63.

After Wednesday's Close

Microsoft

(MSFT) - Get Report

said it will take a one-time charge of $350 million in the first quarter for derivative losses, under a new accounting rule. The amount includes the company's cumulative historic loss from investments in derivatives. CFO John Conner made the announcement in a conference call to discuss new categories for revenue reporting. The stock closed up 69 cents, or 1.1%, to $61.31.

Burlington Coat Factory

( RML) posted a first-quarter loss of 30 cents a share, a penny wider than the four-analyst expected loss and wider than the year-ago loss of 19 cents. Burlington closed up 38 cents, or 2.6%, to $14.88.

Software developer

Corel

( CORL) posted a third-quarter loss of 15 cents a share, narrower than the two-analyst expected loss of 28 cents. The year-ago profit was 26 cents a share.

Clothing maker

Russell

( RML) warned it sees third-quarter earnings falling short of estimates because of lower-than-expected European sales due to the weak euro and rising raw-materials costs. Still, the Atlanta-based company expects earnings of between 8% and 10% higher than the year-ago quarter when it posted earnings of 72 cents a share. The current six-analyst estimate is for 84 cents a share. Russell closed down $3.56, or 19.2%, to $15.

THQ

(THQI)

, the video-game software maker, said fourth-quarter earnings expectations remain unchanged, despite

Sony's

(SNE) - Get Report

announcement that hardware shortages would halve the initial roll-out of its long-awaited PlayStation2 video game console. Seven analysts in a First Call/Thomson Financial survey expected the company to earn 8 cents a share in its third quarter, but 90 cents a share for the fourth quarter. THQ ended the day up $3.44, or 16.3%, to $24.50; Sony was up $5.06, or 5.1%, to $104.44.

Walter Industries

( WXS) posted first-quarter earnings of 16 cents a share, beating the two-analyst estimate of 11 cents. Walter finished the day up $1.25, or 16.4%, to $8.88.

WD-40

( WWFE) posted fourth-quarter earnings of 38 cents a share, below the two-analyst estimate of 42 cents and down from the year-ago 44 cents. WD-40 ended the day up 75 cents, or 3.6%, to $21.75.

Sheet and towel maker

WestPoint Stevens

( WWFE) warned its third-quarter earnings would fall below analyst estimates due to sluggish sales and inventory adjustments at major retailers. The company expects to post earnings of 65 cents a share, with sales coming in flat compared with the same period a year ago. The nine-analyst consensus estimate was for 74 cents a share. WestPoint Stevens closed down 31 cents, or 2.6%, to $11.69.

World Wrestling Foundation

( WWFE) said its revenue from core businesses for the rest of the year will be about 3% below expectations, which will also hurt profits for the next two quarters. WWF said it expects a modest effect on its fiscal second quarter, with the majority of the impact occurring in the third quarter. The company said the fourth quarter is consistent with prior projections. WWF finished the trading day down $4.25, or 21.5%, to $15.50.

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Analyst actions

Telecom equipment stocks were bouncing around today after

Sanford Bernstein

-- which does not do investment banking -- cut its rating on

Cisco Systems

( NT) and

Nortel Networks

( NT) to market perform from outperform.

Sanford Bernstein's research is highly valued because of its reputation for maintaining independence from companies, unlike typical brokerage houses, which have traditionally received much of their information directly from companies. Cisco and Nortel, along with other networking names, are likely to be hurt by the comments.

The assumption among some in the market is that companies are pulling back on telecom equipment spending. That's disputed by analysts at

Merrill Lynch

and

Salomon Smith Barney

, both of which reiterated buy ratings on Cisco and Nortel.

Cisco closed up $2.13, to 3.7%, to $59.44; Nortel ended up $2.38, or 3.98%, to $62.

Mea culpa

. Is it necessary to explain that, sometimes analysts, once assigning a price target to a company, tend not to update that price target terribly often? After

priceline.com

(PCLN)

issued an earnings warning yesterday and saw its stock plummet from $18.64 to $10.75,

PaineWebber

had the good sense this morning to trim the price target to $15 from $125, a target the company hasn't been in striking distance of since mid-March.

PaineWebber also raised its 2000 loss estimate on the company to a 6 cent loss from a 4 cent loss, and trimmed 2001 earnings estimates to 22 cents a share from 31 cents a share, but maintained a buy rating.

Credit Suisse First Boston

raised its loss estimate on the company for 2000 to 6 cents a share from 3 cents a share. priceline.com closed up $1.13, or 10.5%, to $11.88.

Upgrades

Documentum

( DCTM): UP to buy from long term accumulate at

Robertson Stephens

. The stock closed up $2, or 2.5%, to $83.25.

Electronic Arts

( ERTS): UP to strong buy from buy at CSFB. The company ended the day up $4.94, or 10.9%, to $50.13.

Hillenbrand Industries

( HB): UP to buy from hold at

ING Barings

. Hillenbrand closed up $2.56, or 6.4%, to $42.94.

Humana

(HUM) - Get Report

: UP to strong buy from hold at

Prudential Securities

. Humana ended the day up 81 cents, or 8.2%, to $10.69.

Manufacturers Services

( MSV): UP to buy from long term accumulate at Robertson Stephens. The stock ended the day up 94 cents, or 7.8%, to $12.94.

Weatherford International

(WFT) - Get Report

: UP to buy from accumulate at

Merrill Lynch

. The stock closed up 25 cents, or 0.6%, to $41.75.

Xilinx

(XLNX) - Get Report

: UP to strong buy from buy at

Chase Hambrecht & Quist

; price target: $105. Xilinx ended the day up $8.06, or 10.1%, to $87.75.

Downgrades

Constellation Energy

( CEG): DOWN to market performance from buy at

Donaldson Lufkin & Jenrette

. Constellation finished the day down $1.71, or 3.3%, to $49.69.

Imclone Systems

(IMCL)

: DOWN to accumulate from strong buy at Prudential Securities. Imclone closed up $3.63, or 3.5%, to $107.75.

Parker Hannifin

(PH) - Get Report

: DOWN to neutral from attractive at

Bear Stearns

. The stock closed up $1, or 3%, to $34.31.

Initiations

Florida East Coast Industries

( FLA): NEW buy at CSFB. The stock ended the trading day down 25 cents, or 0.6%, to $41.

LifeMinders

( LFMN): NEW near-term accumulate and long-term buy at Merrill. LifeMinders closed up 81 cents, or 3.6%, to $23.50.

Macromedia

(MACR)

: NEW attractive at PaineWebber; price target: $94, and NEW buy at Salomon Smith Barney, price target: $106. Macromedia ended the day up $6.25, or 8%, to $84.

Textron

(TXT) - Get Report

: NEW buy at

Lehman Brothers

; price target: $65. Textron closed up $1.63, or 3.6%, to $46.50.

Trico Marine Services

( TMAR): NEW strong buy at

Deutsche Banc Alex. Brown

. Trico Marine ended the day down 25 cents, or 1.6%, to $15.81.

Ventro

(VNTR) - Get Report

: NEW hold at

UBS Warburg

. Ventro closed up 53 cents, or 5.8%, to $9.63.

Liberate Technologies

(LBRT) - Get Report

: NEW strong buy at

Banc of America Securities

. The stock ended the day down $1.38, or 4.8%, to $27.13.

OpenTV

( OPTV): NEW buy at Banc of America Securities. OpenTV closed up $4.63, or 15.2%, to $35.

Adobe Systems

( LDIG): NEW outperform at Salomon Smith Barney. Adobe finished the day up $12.19, or 8.2%, to $160.50.

Liberty Digital

( LDIG): NEW outperform at Salomon Smith Barney. The stock closed up 44 cents, or 2.4%, to $18.44.

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Offerings and stock actions

ConAgra

(CAG) - Get Report

, marketer of brands such as

Healthy Choice

and

Slim Jim

, raised its quarterly dividend to 22.5 cents a share from about 20.4 cents.

The company expects an annual dividend of 90 cents a share, up from last year's figure of 81.4 cents. Dividends of 22.5 cents a share will be paid Dec. 1 to shareholders of record as of yesterday. ConAgra ended the day up 31 cents, or 1.6%, to $19.81.

Higher education provider

Apollo Group

(APOL)

said today that its public offering of the

University of Phoenix Online

( UOPX) tracking stock was priced at $14 a share. Apollo ended the day down $2.19, or 5.6%, to $37.19; the university closed up $3.81, or 27.2%, to $17.81.

ONI Systems

( ONIS), which sells optical-networking equipment, filed for a public offering of 8 million shares with the

Securities and Exchange Commission

.

Goldman Sachs

is managing the offering. ONI closed down $5.25, or 6.1%, to $80.25.

Oil refiner

Tosco

( TOS) filed a $3 billion offering with the SEC, which includes up to $2.8 billion in common and preferred stock, depository shares and debt securities, and an additional $179 million in previously registered but unsold securities. Tosco closed down 75 cents, or 2.3%, to $31.38.

Viasystems Group

(VG) - Get Report

filed to sell 17 million common shares, plus 2.55 million shares to cover any over-allotments, with the SEC. Viasystems ended the day down 81 cents, or 4.1%, to $18.94.

World Wrestling Foundation

(WWFE)

announced it will buy back up to $10 million of its stock. As noted above, the company said yesterday that revenue from its core businesses would miss expectations. The stock closed down $4.25, or 21.5%, to $15.50.

After Wednesday's Close

Health insurer

Cigna

( COMS) said its board approved an increase in its stock repurchase program by up to $500 million. The stock closed up $1.40, or 1.4%, to $103.75.

Nextel Communications

( NXTL) unit

Nextel International

set its initial public offering at 45.5 million Class A shares in a range of $16 to $18 per share. Nextel closed up $2.38, or 5.4%, to $46.56.

Vastera

( VAST) priced a $6 million-share IPO at $14 a share, which was above range. The stock closed up $3.25, or 23.2%, to $17.25.

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Miscellany

3Com

( WCOM) named Bruce Claflin its chief executive, replacing Eric Benhamou, who will remain as chairman. The change will be effective Jan. 1. Claflin has been the company's president and COO since August 1998.

Earlier this week, the company announced a narrower-than-expected loss for its first quarter. The stock closed up $1, or 5.9%, to $18.

WorldCom

( WCOM) said it has appealed the

European Commission's

June 28 decision to block its $120 billion merger with

Sprint

( FON). WorldCom closed up $2.94, or 11.3%, to $29; Sprint ended the day up $2.13, or 8%, to $28.63.

Nortel Networks

(NT)

received contracts totaling $525 million to build wireless Internet and data service networks in China and Taiwan. As noted above, Nortel closed up $1.88, or 3.1%, to $61.50.

WebMD

(HLTH)

announced plans to streamline its business, including the elimination of 1,110 jobs by the end of 2001 and the divestiture of its plastics and filtration technologies units. The company will take a charge of $35 million to $45 million for the quarter ending Saturday. The stock closed up $2.75, or 24.4%, to $14.

King Pharmaceuticals

( KG) will replace

Young & Rubicam

(YNR)

in the S&P 500 Index after the close of trading Tuesday. Young & Rubicam is being acquired by

WPP Group

(WPPGY)

, and the transaction is expected to close on Tuesday. As noted above, Y&R ended the trading day down $1.19, or 2.3%; to $49.81; WPP closed down $1.03, or 1.7%, to $59.97.

After Wednesday's Close

National Penn Bancshares

(NPBC)

said Lawrence Jilk Jr. will step down as CEO and Wayne Weidner will replace him as part of a planned management reshuffle. Jilk will remain chairman, and Weidner will keep the job of president. The changes are effective Jan. 1. National Penn closed up 38 cents, or 1.97%, to $19.44.

MTVi Group

, the Internet unit of

MTV Networks

, said it is laying off 105 workers, or about 25% of its staff, as part of a restructuring plan. MTV Networks is owned by

Viacom

(VIA) - Get Report

.

Liberty Digital

(LDIG)

holds a minority stake in MTVi. Most of the layoffs are concentrated in the editorial and technology divisions, the company said. Viacom closed up 88 cents, or 1.6%, to $57.44; Liberty Digital, as noted above, closed up 44 cents, or 2.4%, to $18.44.

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By the Numbers

The data on NYSE and Nasdaq percent winners and losers are filtered to exclude stocks whose previous day's volume was less than 25,000 shares; whose last price was less than 5; and whose net change was less than 1/2.

Dow point gain and loss data are based on New York closing prices and do not reflect late composite trading.

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