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. Trizetto Group slipped 18 9/16, or 32%, to 39 1/2. IMS Health fell 5 3/16, or 24.3%, to 16 3/8.

AT&T

(T) - Get Report

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 over-allotment 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' over-allotment 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. AT&T dropped 1 5/16 to 58 3/8.

Mergers, acquisitions and joint ventures

Baan

(BAANF)

, 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 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.

Cisco

(CSCO) - Get Report

announced that it will supply Telecom New Zealand with a national Internet-based communications network. Cisco also announced an agreement to acquire privately held

SightPath

, a provider of appliances for creating content delivery networks. Under terms of the agreement, Cisco will exchange approximately $800 million in stock for all outstanding shares and options of SightPath. Cisco fell 2 to 75 7/8.

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 any time between January 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.

The terms call for Comcast and Cox to give up certain veto rights they have at the Excite@Home board level and said that 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. Excite@Home rose 2 1/8, or 6.2%, to 36 3/8; AT&T lost 1 5/16 to 58 3/8; Comcast fell 3/16 to 36 3/8; Cox Communications advanced 1 1/4 to 46 1/4.

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. RealNetworks lost 4 63/64, or 7.3%, to 63 1/4.

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. Analog Devices dropped 5/16 to 81 3/16.

Dole Food

(DOL) - Get Report

said it sees its first-quarter earnings coming in between 60 cents to 65 cents a share, edging out the three-analyst estimate of 49 cents and up from the year-ago 52 cent-profit. The company attributed the strong outlook to solid banana and citrus earnings. Dole also said that it has cancelled its plans to sell the company. Dole Food gained 1 13/16, or 11.2%, to 17 15/16.

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

. Microsoft lifted 2 1/8 to 106 7/16, while Boeing declined 1/2 to 37 1/2.

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 earlier this month. 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%-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. Goldman Sachs started coverage of Palm with a market outperform rating and 2000 earnings estimate of 6 cents a share. Palm fell 4 1/16, or 7.4%, to 50 3/4, while 3Com lost 4 1/2, or 6.7%, to 63 1/8.

US Steel

(X) - Get Report

: 2000 earnings estimate UP to $3.42 from $2.70 at Goldman Sachs.

Crown Cork & Seal

(CCK) - Get Report

: 2000 earnings estimate DOWN to $2.26 from $2.37; 2001 earnings estimate DOWN to $2.46 from $2.60 also at Goldman. US Steel inched up 11/16 to 22 3/4, while Crown Cork & Seal moved down 1/2 to 15 7/16.

Offerings and stock actions

BellSouth

(BLS)

said it filed with the

Securities and Exchange Commission

for an IPO of its

Latin America Group

. BellSouth has applied to trade on the

New York Stock Exchange

under the ticker symbol "BLS.L."

Morgan Stanley

, Goldman Sachs,

Lehman Brothers

,

Credit Suisse First Boston

and Merrill Lynch are serving as underwriters for the deal. BellSouth advanced 2 1/4 to 47 3/8.

South Korea's

Hanaro Telecom

(HANA)

, a telephone and Internet service provider, shed 1/4 to 15 1/4 after it 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 listing last Friday 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. Telocity jumped 2, or 16.6%, to 14 1/8.

Analyst actions

Armstrong World

(ACK)

: 2000 earnings estimate DOWN to $4.50 from $5.50 at Goldman. Armstrong World slipped 15/16 to 18.

Bausch & Lomb

(BOL)

coverage INITIATED with a buy rating at

ING Barings

. Bausch & Lomb declined 3/16 to 51 3/8.

Delta & Pine Land

(DLP)

: NEW buy at

Warburg Dillon Read

. Delta & Pine Land gained 1/2 to 19 3/4.

Hartford Life

(HLI) - Get Report

: UP to buy from market perform at

Donaldson Lufkin & Jenrette

.

John Hancock Financial

(JHF)

: Price target UP to 25 from 22 also at DLJ. Hartford Life tacked on 1 to 41 3/8 and John Hancock lifted 1/8 to 17 1/16.

Hershey Foods

(HSY) - Get Report

: first-quarter earnings estimate UP to 44 cents from 41 cents a share at Bear Stearns. Hershey Foods bounced 1 1/2 to 43 1/2.

Intel

(INTC) - Get Report

earnings estimates for 2000 RAISED to $3.04 a share from $2.95 at ING Barings. Intel skidded 1 3/4 to 133 7/8.

Juniper Networks

(JNPR) - Get Report

: 12-month price target UP to 350 from 250 at Lehman. Juniper Networks stumbled 14 to 293.

Montana Power

(MTP) - Get Report

: NEW outperform; 12-month price target: 87 at Morgan Stanley. Montana Power bounced 3 1/4, or 5.4%, to 63 3/16.

ABN Amro

added

Micron Technology

(MU) - Get Report

to its top pick list and set a 12-month price target of 200. Micron Technology fell 11 3/16, or 7.9%, to 129 5/16.

Natco Group

(NTG) - Get Report

: NEW buy at Salomon Smith Barney; 12-18 month price target: 18. Natco Group was unchanged at 11 3/8.

Nextlink

(NXLK)

: NEW strong buy at Morgan Stanley; 12-month price target: 160. Nextlink jumped 3 1/4 to 128 1/8.

Northwest Airlines

(NWAC)

: UP to trading buy from market outperform at Goldman.

Continental Airlines

(CAL) - Get Report

: DOWN to market outperform from trading buy also at Goldman Sachs. Northwest Airlines moved up 7/8 to 21 and Continental lost 7/16 to 41 3/4.

Quaker Oats

(OAT)

: Price target UP to 60 from 56; 2000 earnings estimate UP to $3.18 from $3.13 at

PaineWebber

. Quaker Oats climbed 1 7/16 to 55 3/4.

Qualcomm

(QCOM) - Get Report

: price target UP to 180 from 160 by Lehman Brothers analyst Tim Luke. Qualcomm mounted 2 13/16 to 157 1/2.

Tenet Healthcare

(THC) - Get Report

: UP to buy from long-term buy, price target set at 30 at

J.P. Morgan

. Tenet Healthcare edged up 3/4 to 22 9/16.

UTStarcom

(UTSI) - Get Report

: INITIATED short-term accumulate, long-term buy at Merrill Lynch. UTStarcom slid 8, or 9.4%, to 79 1/8.

Versata

(VATA)

: NEW buy at

SG Cowen

. Versata lost 6 3/8, or 8.2%, to 70 7/8.

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. CDnow fell 1 3/16, or 23.4%, to 3 7/8.

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. Delta slipped 2 1/16 to 52 11/16.

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 for $1.75 a share. Inamed gained 1 1/8 to 45 7/8.

Intel

(INTC) - Get Report

unveiled two new Celeron processors running at 566 MHz and 600 MHz. The new processors are Intel's fastest processors ever for sub-$1,000 PCs. Intel's earnings estimates for 2000 were raised to $3.04 a share from $2.95 at ING Barings. Intel shed 2 to 133 11/16.

Lycos

(LCOS)

skidded 1 3/4 to 67 3/16 after it said it will launch a business incubator unit called LycosLabs to nurture and invest in early stage Internet start-ups.

S3

(SIII)

, a supplier of multimedia accelerator solutions for the PC market, announced that it is in discussions with several companies about the separation of its graphics chip business from the remainder of its businesses. S3 slipped 1/2 to 21 5/8.

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 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 sufficient evidence that it has opened its local communications networks in the state to potential competitors. SBC Communications lifted 5/16 to 42 13/16.