Updated from 3:31 p.m. EDT

Firstar

(FSR)

said it would buy Minneapolis-based

U.S. Bancorp

(USB) - Get Report

in a stock deal valued at $21.2 billion.

Firstar, a multistate bank-holding company based in Milwaukee, said it will exchange 1.265 shares, worth $28.30, for each U.S. Bancorp share. The acquirer said it will take an $800 million restructuring charge between closing the deal and 2002.

Fun fact: Firstar is the largest publicly held company headquartered in Wisconsin. The fun-fact filled Firstar closed down $2.25, or 10.1%, to $20; Bancorp closed up $1.81, or 7.8%, to $25.

The earnings preview parade marches on, and it's clear investors have little to cheer about for now. Last night, another slew of companies warned they will miss estimates in the upcoming quarter, blaming everything from sluggish sales to failed deals to problems with a company

For Sale

sign.

E-businesses cornered the market on shortfall warnings in the latest batch.

Calico Commerce

(CLIC)

, which provides e-business software, said it will report lower-than-expected revenue and operating results for the second quarter because of delayed deals. The San Jose, Calif.-based company now sees a loss of 33 cents to 43 cents a share, wider than

First Call/Thomson Financial's

three-analyst expected loss of 15 cents.

CEO Alan Naumann said the fundamentals of the business-to-business e-commerce software market are strong, but investors likely won't take time to focus on the sector's strength tomorrow. Calico ended the day down $1.63, or 31.3%, to $3.56.

Saga Systems

(AGS) - Get Report

, also an e-business software provider, said its third-quarter results would not meet targets due to softness in the mainframe enterprise-software business and its failure to close several large deals. Saga said it plans to lower fourth-quarter targets, as well. The company expects to post earnings of 2 cents to 4 cents a share before a one-time charge for a lawsuit settlement. That's well below the two-analyst estimate of 17 cents. The stock ended the trading day down $2.63, or 32.1%, to $5.56.

Also delivering an earnings warning on the tech front was

Computer Associates

(CA) - Get Report

, which said second-quarter earnings will be in the range of 50 cents to 54 cents, just below the 19-analyst estimate of 56 cents. This marks the company's second consecutive quarter of earnings warnings. The company ended the day up $3.63, or 14.8%, to $28.06.

Mergers, acquisitions and joint ventures

Broadcom

(BRCM)

announced it would buy

Element 14

, a British chip-maker, in an acquisition that would help add lower-power DSL technology to its portfolio.

The company plans to issue about 2.65 million shares of common stock for Element 14, worth a total of $594 million at Tuesday's closing price of $224.25. The stock closed up $17.69, or 7.9%, to $241.94.

Lamar

(LAMR) - Get Report

announced a merger agreement with

Bowlin Outdoor Advertising and Travel Centers

(BWN)

, assuming up to $14.5 million of Bowlin's long-term debt.

The outdoor-advertising company said it will issue about 725,000 shares for all of Bowlin's outstanding shares. Lamar closed down 13 cents, or 0.3%, to $37.31; Bowlin was flat at $6.56.

Tyco

(TYC)

will acquire

InnerDyne

(IDYN)

, a medical manufacturer and distributor of radial-dilating access devices used in surgical procedures, in a deal valued at about $180 million. If approved, InnerDyne stockholders will receive a fraction of a Tyco share, valued at $7.50, for each share of InnerDyne. Tyco ended the day up 94 cents, or 1.8%, to $52.06, while InnerDyne was down 22 cents, or 3.1%, to $6.91.

Vodafone

(VOD) - Get Report

announced it will invest $2.5 billion in

China Mobile

(CHL) - Get Report

that will go toward the purchase of mobile assets in China.

China's largest wireless carrier will use Vodafone's investment to help fund a $32.84 billion deal to acquire seven provincial networks from its mainland parent. The company also plans to place $4.1 billion worth of new stock, bringing its total share placement to $6.6 billion.

Vodafone closed up 81 cents, or 2.2%, to $37.06; China Mobile was up $5.06, or 15.8%, to $37.06.

After Tuesday's Close

Consolidated Edison

(ED) - Get Report

, or Con Ed, said it reached an agreement with the staff of the

New York Public Service Commission

regarding approval of its proposed merger with

Northeast Utilities

(NU)

and its request for an immediate $170 million a year cut in rates charged for electricity in New York City. Con Ed closed down 81 cents, or 2.4%, to $33.06, while Northeast Utilities was down 63 cents, or 3%, to $19.94.

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Earnings/revenue reports and previews

PepsiCo

(PEP) - Get Report

posted third-quarter earnings of 40 cents a share, beating by a penny the 16-analyst estimate and up from year-ago earnings of 32 cents. It said strong gains in its businesses led to third-quarter revenues climbing 4.9% to $4.9 billion, up from $4.58 billion last year.

The company said cash earnings before amortization of intangibles grew 16% to 42 cents a diluted share in the current quarter; that's up from 36 cents a share a year ago.

PepsiCo also said CEO Roger Enrico will step down as before the end of 2001 and retire as chairman before the end of 2002. PepsiCo ended the day down 88 cents, or 1.9%, to $45.13.

Pepsi Bottling Group

(PBG)

, the largest bottler of PepsiCo, posted third-quarter earnings of 82 cents a share, beating the 16-analyst estimate and up from year-ago earnings of 59 cents a share.

The third-quarter figure includes 6 cents a share for the company's change in accounting for the depreciation lives of certain assets. It was changed at the beginning of this year, so it wasn't factored into the year-ago figure.

Also, the company increased its 2000 EPS estimate to $1.52 from $1.50 a share, compared to 71 cents last year. The 16-analyst survey gave the company a full-year EPS estimate of $1.49 a share.

The company cited strong U.S. and international market performance, lower sales-per-case costs and favorable currency factors, and said its volume expectations for the fourth quarter were still in the 3% to 4% range. Pepsi Bottling Group ended the day down $1.13, or 3.7%, to $29.69.

Electronic-components distributor

Arrow Electronics

(ARW) - Get Report

said it's expecting third-quarter earnings at least 15% above the second-quarter's figure of 84 cents a share, on sales of more than $3.3 billion. The six-analyst estimate put its earnings for the quarter at 89 cents. Year-ago earnings were 38 cents a share.

The company said an "outstanding job" by its core components teams helped the latest quarter. The stock closed up $4.13, or 12.7%, to $36.69.

BMC Software

(BMCS)

said it sees its second-quarter earnings to be between 10 to 12 cents a share. The 23-analyst estimate put earnings at 24 cents a share for the quarter. Year-ago earnings were 44 cents a share. BMC closed down $1.13, or 6.4%, to $16.50.

Fairchild Semiconductor International

(FCS)

said it remains "comfortable" with the six-analyst forecast of 72 cents a share recorded by

First Call/Thomson Financial

for the company's third quarter. The company will announce third-quarter results Oct. 24 after markets close. Fairchild closed today up 88 cents, or 3.4%, to $27.

Knight Trading

(NITE)

warned it will report lower-than-expected third-quarter earnings ranging from 13 cents to 16 cents a share, well below the 16-analyst estimate of 31 cents. Year-ago earnings were 19 cents.

The company blamed the missed earnings on a difficult late-summer market environment. The third-quarter forecast includes about 7 cents a share in costs from the company's international expansion.

Knight Trading, which plans to report third-quarter earnings Oct. 18, deals in over-the-counter and exchange-listed stock and options. Knight closed down $3.69, or 11.5%, to $28.50.

Martin Marietta Materials

(MLM) - Get Report

warned that its third-quarter and full-year earnings will be below last year's because of wet weather in the Southeast U.S. and slow rollout of a new product. The company said high energy costs would lower earnings by 33 cents to 35 cents a share, but it didn't put a number on its estimated earnings decline.

An eight-analyst survey predicted earnings of $1.03 a share for the third quarter and nine analysts predicted $2.81 for the year. Year-ago earnings were 94 cents for the quarter and $2.68 for the full year.

Also, the company said it expects building construction to decline in 2001, leading to flat to 2% volume growth for the next year. Martin Marietta closed down $3.02, or 8.1%, to $34.23.

Onyx Software

(ONXS)

did not provide figures, but said it expects third-quarter revenues to exceed analyst estimates. Six analysts surveyed by First Call/Thomson Financial expected the company to break even. Onyx closed up $4.50, or 25.4%, to $22.19.

Peregrine Systems

(PRGN)

expects second-quarter EPS to meet or beat the eight-analyst estimate of 11 cents a share.

The company issued an announcement after a typographical error in an analyst note Friday suggested that the company would miss earnings projections, causing Peregrine shares to spiral downwards by as much as 30%.

The software-maker said revenues are expected to meet or exceed $42 million. Peregrine closed up $5.38, or 32.5%, to $21.94.

Winn-Dixie Stores

(WIN) - Get Report

posted first-quarter earnings of 11 cents a share, beating the four-analyst revised estimate of 9 cents, but down from year-ago earnings of 15 cents a share. The big WD ended the day down 25 cents, or 1.7%, to $14.25.

After Tuesday's Close

Telecommunications equipment provider

Carrier Access

(CACS)

said its third-quarter earnings will fall short of expectations because of slow sales and its failure to close some orders. The company said it expects to post earnings of 15 cents to 18 cents a share, excluding charges related to acquisitions. The seven-analyst estimate was for 32 cents.

This morning,

Credit Suisse First Boston

cut its 2001 EPS view to 95 cents a share from $1.95. Carrier Access ended the trading day down $6.17, or 29.6%, to $14.70.

Furniture Brands

(FBN)

said it expects third-quarter earnings to fall below the year-ago period due to the impact of higher fuel costs on consumer spending. The company said consumer spending cutbacks are likely to pressure fourth-quarter results as well. The company sees earnings of 46 cents to 48 cents a share, down from the year-ago 52 cents. The current 10-analyst estimate is for 53 cents. The stock ended the day down 50 cents, or 3.1%, to $15.69.

Guidant

(GDT)

said it expects lower third-quarter revenue because of an inventory reduction by some of its customers. It expects revenues of about $600 million, but the company still believes the current 28-analyst EPS estimate of 40 cents is attainable. Guidant also said it has received U.S. regulatory approval to market its new coronary stent system.

The stock got some cuts from CSFB and

Lehman Brothers

after warning it would miss third-quarter earnings estimates. CSFB cut the company's fourth-quarter EPS estimate by a penny to 42 cents and its 2001 EPS estimate to $1.86 from $1.88. The firm also cut its 12-month price target to $60 from $65. Lehman cut Guidant's third-quarter EPS to 39 cents from 41 cents and 2001 estimate to $1.60 a share from $1.62. Guidant closed down $11.19, or 16.2%, to $57.75.

Minerals Technologies

(MTX) - Get Report

, which makes mineral products for manufacturers, warned it would miss third-quarter earnings estimates due to the weak euro, unplanned paper-mill shutdowns, tough market conditions for processed minerals and other factors. The company sees earnings of 72 cents a share, below the six-analyst estimate of 82 cents and the year-ago earnings of 71 cents. Minerals closed down $8.19, or 17.9%, to $37.69.

Thermo Cardiosystems

(TMO) - Get Report

warned it sees lower-than-expected third-quarter results due in part to the uncertainty related to its proposed sale. Revenues were about $19.3 million compared with $19.7 million in the year-ago period, the company said.

Thermo Cardiosystems, which has been up for sale since January, said it planned to merge with

Thoratec Laboratories

(THOR) - Get Report

. Thoratec will buy Thermo in a stock deal worth $571.5 million. Under terms of the deal, each Thermo share will be exchanged for 0.835 shares of newly issued Thoratec stock. Thermo closed down 44 cents, or 1.6%, to $26.88, while Thoratec was down $5.75, or 32.4%, to $12.

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Analyst actions

Amazon.com

(AMZN) - Get Report

got a slap in the face today from

Robertson Stephens

analyst Lauren Cooks Levitan.

In a report put out this morning, the firm said the site -- which touts itself as having the "Earth's Biggest Selection" -- has so many products that it's a "structural obstacle to achieving operating efficiency."

What does it mean? According to Levitan, Amazon's broad array of products hurts its bottom line.

"Specifically, we wonder if product diversification efforts and an exhaustive assortment impair Amazon's ability to achieve the efficiency necessary to drive sustainable, long-term profitability," the note said.

Robertson Stephens said the company needs to minimize split shipments to improve efficiency. "During our study, on shipping costs alone, we estimate Amazon lost an average of $2.91 per order, representing a -29.6% shipping margin (given heavy reliance on split shipments). We note that other fulfillment costs such as labor are nearly double for every split shipment as the pick, pack and ship process must be repeated for each shipment."

Levitan said Amazon still has an opportunity to "evolve" its business model and generate substantial long-term profits.

Amazon closed up, though, higher by 94 cents, or 2.7%, to $36. The stock's 52-week high is $113.

Within the past three years, Robertson Stephens has done underwriting for the company.

IBM

(IBM) - Get Report

had its third-quarter EPS estimate cut to $1.07 from $1.08 at

Merrill Lynch

, but its fourth-quarter EPS estimate was raised to $1.50 from $1.49. The research note expects most IBM businesses to improve quarter over quarter. The Big Blue closed up $3.81, or 3.5%, to $114.38.

Upgrades

Allstate

(ALL) - Get Report

: UP to strong buy from market perform at

Banc of America Securities

; 12-month price target: $47. The insurer closed up 94 cents, or 2.4%, to $34.50.

Human Genome Sciences

(HGSI)

: UP to outperform from neutral at

Lehman Brothers

. The stock ended the day up $3, or 1.8%, to $167.

RealNetworks

(RNWK) - Get Report

: UP to strong buy from buy at

Credit Suisse First Boston

; 12-month price target: $75. RealNetworks closed up $4.50, or 13.9%, to $36.81.

Tenet HealthCare

(THC) - Get Report

: 2001 EPS estimates UP to $2.10 a share from $2.08 at Lehman; 2002 EPS estimates to $2.37 from $2.35; and 12-month price target to $44 from $40.

ABN Amro

raised its 12-month price target to $47 from $37. Tenet closed down 19 cents, or 0.5%, to $37.75.

Downgrades

Accrue Software

(ACRU)

: DOWN to buy from strong buy at

SG Cowen

. Accrue lost $1.13, or 14.1%, to close at $6.88.

CMS Energy

(CMS) - Get Report

was cut from

Goldman Sachs'

U.S. recommended-for-purchase list. CMS closed down $1.31, or 4.6%, to $27.38.

Computer Associates

(CA) - Get Report

: 2001 EPS estimates to $2.50 a share from $2.54 at Goldman. The stock closed up $3.63, or 14.8%, to $28.06.

Xerox

(XRX) - Get Report

: 2000 EPS view DOWN to 42 cents a share from $1 at

PaineWebber

; and 2001EPS view DOWN to 65 cents a share from $1.30. Xerox lost 56 cents, or 4.95%, to $10.81.

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Offerings and stock actions

New Skies Satellite

(NSK)

issued an IPO of $9 a share, worth a total of $28.5 million. The stock closed down 94 cents, or 10.4%, to $8.06.

Oplink Communications

(OPLK)

stocks closed up $15.63, or 86.8%, to $33.63 were lately up about 70% to $30.63, up $15.63 from its initial public offering price on 13.7 million shares. The stock ranked as the top percentage gainer on the

Nasdaq

. Earlier the stock hit $36, double its offering price.

Oplink, which manufactures fiber-optic components and optical modules, raised $246.6 million. The company also received $50 million in connection with a promissory note to

Cisco

(CSCO) - Get Report

that will convert into common shares when the IPO is completed. Cisco closed up $2.31, or 4.1%, to $58.56.

Oplink reported a net loss of $24.9 million on revenues of $39 million for the year ended June 30, compared to a net loss of $3.5 million on revenues of $9.1 million a year ago.

After Tuesday's Close

Millipore

(MIL)

said it plans to split into two separate companies by spinning off its microelectronics business in an IPO. Millipore plans to offer up to 20% of the new microelectronics company and spin off the remaining shares to Millipore shareholders through dividend distribution. Millipore ended the day up $6, or 12.3%, to $54.75.

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Miscellany

Ivax

(IVX)

received clearance from the U.S. District Court in Washington to market its generic form of the breast- and ovarian-cancer drug Taxol. It plans to start within a few weeks.

The court rejected a request from

Bristol-Myers Squibb

(BMY) - Get Report

-- the maker of Taxol -- and its licensee,

American Bioscience

, for an injunction against Ivax. The FDA approved Ivax's generic form of the drug Sept. 15.

The lawsuit is still pending, but the court said the companies are unlikely to succeed against Ivax. Ivax closed up 56 cents, or 1.3%, to $43.51; Bristol-Myers ended the day down 88 cents, or 1.6%, to $55.50.

Legato Systems

(LGTO)

named David B. Wright, former president and CEO of

Amdahl

, its president and CEO. Legato closed up 44 cents, or 3.8%, to $11.88.

Walt Disney

(DIS) - Get Report

will spend $300 million revamping 600 of its stores over three years, according to

The Wall Street Journal

.

In an effort to reverse lagging sales, the company will launch a television ad campaign and move away from character-based products, the article said. Also, over the next several years, the chain will close about 140 stores as their leases expire.

Andrew Mooney, president of

Disney Consumer Products Worldwide

, told the paper that he aims to see the company increase annual sales from $13 billion to $75 billion. Disney closed up 56 cents, or 1.4%, to $39.88.

After Tuesday's Close

The

Justice Department

asked a federal appeals court for an accelerated schedule in

Microsoft's

(MSFT) - Get Report

appeal of antitrust violations. An accelerated schedule would take less than half the time sought by the company. Microsoft closed down $1.13, or 1.99%, to $55.44.

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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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