Tuesday's Winners & Losers: Seagram, Computer Sciences, Thomas & Betts, Carnival

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Seagram

(VO) - Get Report

dropped 5 15/16, or 9.3%, to 58 1/16 after it formally accepted a $33.7 billion takeover bid from French communications company

Vivendi

and its pay-television division

Canal Plus

after a board meeting that lasted less than two hours, according to published reports. The deal values Seagram at $77.35 a share in stock,

Reuters

reported, citing a source close to the deal.

Simultaneously, Vivendi agreed to buy the 51% stake in Canal Plus it doesn't already own for about $12.05 billion.

The Wall Street Journal

reported that Vivendi will also take on $6.99 billion in Seagram debt and about $2 billion in Canal Plus debt, citing a person familiar with the pact. The new company will be called

Vivendi Universal

and be based in Paris. Edgar Bronfman Jr. will become vice chairman with both the music and Internet businesses reporting to him.

Also, Seagram was cut to neutral from buy at

Salomon Smith Barney

because the firm said the stock is currently trading on arbitrage instead of on fundamentals, but it added that the Vivendi/Canal Plus deal is very positive for the stock.

Computer Sciences

(CSC)

was the big loser on the

New York Stock Exchange, shedding 12 1/16, or 14.5%, to 71 5/16 after it agreed to buy

Policy Management Systems

(PMS)

, a struggling insurance software company, for $16 a share in cash, or a total of $568 million. Meanwhile Policy Management popped up 3 15/16, or 36%, to 14 7/8. The announcement comes on the heels of Computer Science's lawsuit against Policy Management, alleging unfair competition and theft of trade secrets in the development of an insurance product. Policy Management was most recently doing business under the name

Mynd

.

Mergers, acquisitions and joint ventures

It's official.

Commerce One

(CMRC)

signed a definitive agreement to acquire

AppNet

(APNT)

in a stock swap worth about $1.28 billion. Commerce One shed 8 7/8, or 16.4%, to 43, while AppNet fell 1 3/16 to 33 5/16.

Commerce One said it will issue 0.8 of a common share for each of AppNet's 34 million common shares outstanding.

Allegheny Technologies

(ATI) - Get Report

slipped 9/16 to 19 1/8 after it said it's divesting itself of its

Portland Forge and Casting Service

businesses because of limited synergies between those businesses and the company's core specialty materials businesses.

Also, the company said it's comfortable with the eight-analyst estimate of 48 cents a share for the second quarter. The company's year-ago second-quarter earnings were 38 cents a share.

Delphi Automotive Systems

(DPH)

e fell 3/16 to 15 5/16 after it exercised a call option to acquire more than 1.65 million shares, or about 18%, of

DuraSwitch Industries'

(DRA)

7.5 million common shares outstanding. DuraSwitch was lately up 1/4 to 8. Delphi spent about $11.5 million for the stake, which gives it representation on DuraSwitch's board.

In April, Delphi agreed to an exclusive license of DuraSwitch's magnetically coupled switch technology and other near-term manufacturing opportunities. It also received an option to acquire slightly under 20% of DuraSwitch.

Textbook publisher

Harcourt General

(H) - Get Report

popped up 2 3/16 to 57 after it put itself up for sale with a price pegged at about $5 billion, according to the

Journal

reported. The company hired

Goldman Sachs

to help it explore options.

Quest Diagnostics

(DGX) - Get Report

jumped 4 1/8, or 5.9%, to 74 after it forged a marketing alliance with

MedPlus

(MEDP) - Get Report

and said it ACTIVE="YES"/> and will significantly boost its stake in the company. MedPlus moved up 5/16 to 6 11/16.

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Earnings/revenue reports and previews

Even though

American Greetings

(AM) - Get Report

reported first-quarter earnings of 27 cents a share, beating the three-analyst estimate of 15 cents and up from the year-ago earnings of 16 cents a share, it still ended the day down 15/16 to 22 7/16.

Audiovox

(VOXX) - Get Report

reported second-quarter earnings of 30 cents a share, beating the four-analyst estimate of 27 cents a share, and up from the year-ago earnings of 22 cents a share. Including a gain of $2.2 million, or 12 cents a share, from the sale of 5% of the shares of the company's wireless unit, the year-ago earnings would be 34 cents a share. The stock still managed to fall 4 3/16, or 16.8%, to 20 3/4.

Carnival

(CCL) - Get Report

reported second-quarter earnings of 34 cents a share, including a nonrecurring gain of $10.7 million from affiliated operations, which beat the 17-analyst estimate of 31 cents a share and up from the year-ago earnings of 33 cents a share. But Goldman Sachs cut the stock to market outperformer and took it off its U.S. Recommended for Purchase List, after Carnival said its full-year earnings were going to be only slightly higher than the last year's full-year earnings of $1.66. The 17-analyst estimate is currently $1.79.

De Beers

(DBRSY)

said first-half sales of uncut stones surged 44% to a record $3.517 billion, boosted by continuing strong demand in the U.S. market. Mining analysts had expected total sales to be a little over $3.3 billion. De Beers dropped 7/16 to 22 5/8 in spite of the increased sales.

Goldman Sachs

(GS) - Get Report

reported second-quarter earnings of $1.48 a share, beating the 12-analyst estimate of $1.37 and up from the year-ago earnings of $1.30 a share. Still, the stock was off 2 5/8 to 89.

Micron Electronics

(MUEI)

posted third-quarter earnings of 5 cents a share, beating the 13-analyst estimate of 3 cents, but lower than the year-ago 7 cents. The news, coupled with a strong buy initiation at

Prudential Securities

, pushed the stock up 7 7/8, or 9.7%, to 89 3/8.

Northpoint Communications

(NPNT)

, a digital subscriber line wholesaler, said it expects to add over 20,000 subscriber lines and report higher revenues for the second quarter. The stock ended the day down 3/16 to 11 5/16.

Health care Internet site

PlanetRX.com

(PLRX)

announced that it expects its second-quarter sales to be a below-estimate $9 million due to changes with the company's deal with

Express Scripts

(ESRX)

, a pharmacy benefits company. PlanetRX.com sunk 1/2, or 25%, to 1 1/2. Express Scripts slipped 2 1/8 to 55 9/16.

Providian Financial

(PVN)

revised its expected earnings per share for 2000 to a range of $4.24 to $4.34 a share because of ongoing discussions with the Office of the Comptroller of the Currency and the San Francisco District Attorney's office concerning the settlement of pending legal inquiries, and the settlement announced yesterday with the Connecticut Attorney General's office. Excluding these one-time events, Providian's 2000 earnings would be $5.10 to $5.20 a diluted share. The 23-analyst estimate is $5.20 a share. The revision also reflects a one-time net gain on the company's June 16 sale of $1.5 billion of home equity loans. Prudential lifted Providian Financial to accumulate from hold. The stock was off 9/32 to 93 7/16.

Ruddick

(RDK)

, ended the day unchanged at 12 7/8, after it said it expects to report third-quarter earnings close to that of last year's 26 cents a share, but below the current three-analyst estimate of 30 cents a share.

The company cited declining consumer spending in apparel and home furnishings, resulting in its customers' adjustments to inventories as reasons for the quarter's outlook.

Thomas & Betts

(TNB)

became the latest company to warn of weak earnings ahead. It plummeted 6 13/16, or 26.2%, to 19 3/16 on the news. The electronic component maker said it sees second-quarter earnings significantly below the current five-analyst estimate of 74 cents a share. The company said the expected earnings decrease is due to new processing system costs.

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Offerings and stock actions

Home furnishings retailer

Furniture.com

(FURN)

said it is withdrawing its plans for an IPO due to unfavorable market conditions. The offering was supposed to be underwritten by Goldman Sachs, Salomon Smith Barney,

William Blair

and

E*Offering

. However, the company said it will receive an additional $27 million in private equity financing from a number of investors.

Chinese Internet portal group

Netease.com

(NTES) - Get Report

is reviving plans for a Nasdaq listing, saying it plans to raise $76.5 million in an IPO of 4.5 million American Depositary Receipts at $14 to $17 each, according to sponsor

Merrill Lynch

.

Sky Global Networks

, the global satellite television operations of

News Corp.

(NWS) - Get Report

, filed with the U.S. Securities and Exchange Commission for an initial public offering that would raise $100 million. The company wants to list its shares under the symbol SGN on the

New York Stock Exchange

. Shares of News Corp. fell 9/16 to 56.

The

Reynolds & Reynolds

(REY)

board of directors increased the existing share repurchase authorization by 5 million shares to 6.7 million shares, or about 8% of the company's Class A Common shares outstanding. Shares rose 3/8 to 19 3/4.

Silicon Storage

(SSTI) - Get Report

sailde up 9 3/16, or 10.3%, to 99 5/8 after it set a 3-for-1 stock split.

Silverline Tech

(SLT) - Get Report

rose 2 5/8, or 10.5%, to 27 5/8 after its IPO was priced at $25.

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Analyst actions

UBS Warburg

added

Nortel Networks

(NT)

to its global technology focus list and removed

Siemens

, which it originally chose as a restructuring play. Nortel edged up 1/4 to 69.

Upgrades

Avenue A

(AVEA)

: DOWN to market perform from strong buy at

Thomas Weisel Partners

. Avenue A lost 1 7/16, or 12.5%, to 10 1/16.

Critical Path

(CPTH)

UP to 85 from 55 at

Banc of America Securities

. Critical Path bounced 1 3/8 to 52 3/4.

Emerson Electric

(EMR) - Get Report

: UP to buy from accumulate at

Merrill Lynch

, whose analysts write that "in our opinion, Emerson has dramatically changed in only the last few months from just being a well-managed electrical products company with a record of 42 years of rising earnings to become a major player in the infrastructure of three markets which are themselves growing fast, changing as they grow and are to some extent, interconnected." Emerson Electric popped 1 7/16 to 59 9/16.

National Semiconductor

(NSM)

: long-term outlook UP to buy from accumulate at Merrill Lynch by analyst Joe Osha. National Semiconductor climbed 4 7/8, or 7.2%, to 71 7/8.

Northern Border

(NBP)

: UP to near-term accumulate from neutral at Merrill Lynch. Northern Border declined 1/16 to 27 13/16.

Downgrades

Adolph Coors

(RKY)

: DOWN to buy from top pick rating at

Donaldson Lufkin & Jenrette

. Adolph Coors sank 4 15/16, or 7.5%, to 60 7/16.

Gap

(GPS) - Get Report

: DOWN to buy from strong buy at Banc of America. Gap slid 9/16 to 30 1/8.

Honeywell

(HON) - Get Report

: DOWN to hold from strong buy at

Prudential

; price target down to 55 from 85 at Banc of America; DOWN to outperform from buy at Salomon Smith Barney. Honeywell stumbled 4 1/4, 10.5%, to 36.

Magic Software

(MGIC) - Get Report

: DOWN to hold from buy at

UBS Warburg

; price target: 13. Magic Software declined 9/16, or 5%, to 10 9/16.

Safeco

(SAFC)

:: 2000 EPS view DOWN to 75 cents from $1.10; 2001 EPS view down to $1.80 from $2.10 at

Lehman Brothers

. Safeco shed 1 1/16 to 21 1/8.

Thomas & Betts

(TNB)

: DOWN to market performer from buy at Donaldson Lufkin & Jenrette. Thomas & Betts sank 6 13/16, or 26.2%, to 19 3/16.

Inititations

AT&T Wireless

(AWE)

: NEW buy at DLJ, price target: 37.50. AT&T Wireless fell 1 3/16 to 27 9/16.

Adelphia

(ADLAC)

: NEW outperform at

Morgan Stanley Dean Witter

; price target : 70. Adelphia shed 1/8 to 47 3/4.

BEA Systems

(BEAS)

: NEW buy at Thomas Weisel. BEA Systems stumbled 13/16 to 45 1/4.

Dassault Systemes

(DASTY)

: NEW market perform at Goldman Sachs; UP to buy from accumulate at Merrill Lynch. Dassault Systemes jumped 2 1/2 to 93.

Inverness Medical Technology

(SLF) - Get Report

: NEW buy at

ING Barings

; price target: 15. Inverness Medical Technology was off 1/8 to 7 5/16.

Micron Technology

(MU) - Get Report

: NEW strong buy at Prudential; price target: up to 110 from 100 at Salomon Smith Barney. Micron Technologies leaped 8, or 9.8%, to 89 1/2.

Group Moves

Banc of America Securities downgraded cruise line operators

Carnival

(CCL) - Get Report

and

Royal Carribean

(RCL) - Get Report

to market performer from buy. Goldman Sachs removed Carnival from its recommended list. Carnival skidded 4 11/16, or 20%, to 18 11/16. While Royal Caribbean lost 2 1/2, or 11.8%, to 18 9/16..

Wit SoundView

cut ratings on three fiber optic cable companies to buy from strong buy, including:

  • Corning (GLW) - Get Report. Corning plummeted 9 to 244 1/4.
  • Digital Lightwave (DIGL) . Digital Lightwave stumbled 5 5/8, or 6.3%, to 82 7/8.
  • SDL (SDLI) . SDL sank 19 3/8, or 6.1%, to 295 9/16.

Morgan Stanley Dean Witter initiated coverage of three education companies:

  • DeVry (DV) at outperform; price target: 36. DeVry added 1/16 to 28 15/16.
  • SmartForce (SMTF) at neutral; price target: 45. SmartForce skidded 4 9/16, or 9.6%, to 42 3/4.
  • Apollo Group (APOL) at neutral; price target: 31. Apollo Group declined 3/16 to 29 5/8.

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Miscellany

Amkor

(AMKR) - Get Report

slipped 7/8 to 43 after it said it plans to spend up to $1 billion to expand its Korean subsidiary's chip packaging and testing capabilities by the end of 2002.

General Motors

(GM) - Get Report

lost 2 3/8 to 62 1/16 after it said it will invest about $1 billion into a new vehicle plant outside Lansing, Mich.

IBM

(IBM) - Get Report

fell 4 to 116 3/8 despite saying it is set to ship a small, 1-gigabyte hard drive to triple storage capacity of small handheld computer devices, such as personal digital assistants and digital cameras. The new Microdrive, priced under $500, can handle as many as 1,000 high resolution photographs, a thousand 200-page novels or nearly 18 hours of high-quality digital audio music on a storage unit the size of a quarter, the company said. IBM also said it is developing a series of chips to connect multiple computer systems and peripherals such as hard disk drives, allowing them to work together as a single high-performance server.

A

Food and Drug Administration

panel rejected

Inamed's

(IMDC)

adjustable stomach device for treating severely obese patients. Shares dropped 4 9/16, or 10.1%, to 40 7/16.

UST

(UST) - Get Report

sfell 3/4 to 15 5/8 after it signed financial commitments to cover possible bonding requirements to be imposed by courts as part of antitrust litigation against the company's smokeless tobacco unit

U.S. Tobacco

. A Kentucky jury ordered the unit, which makes Copenhagen, Skoal and Red Seal, to pay $350 million to a Memphis company and then a federal court raised the total to $1.05 billion, as required by law.

UST said the credit facility would generally have a term of three years, with the cost depending on factors including debt rating and interest rates. The company said if it wins an appeal on the case, it expects it may recover some or all of the costs of the bonding requirements.

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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.

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