UnumProvident's (UNM) - Get Report shares were getting punished, down 9 3/4, or 38%, to 15 15/16 after it posted a 24% drop in fourth-quarter profits last night. Negative research compounded the slide. Donaldson Lufkin and Jenrette, Morgan Stanley Dean Witter and J.P. Morgan all downgraded the stock.

On the flip side,

United Health

(UNH) - Get Report

was popping 6 1/4, or 11.6%, to 60 3/16 after posting better than expected earnings and a number of initial public offering were hopping in morning trading. (see table below)

Mergers, acquisitions and joint ventures

Bank of Scotland

CEO Peter Burt told employees that the bank lost in its offer for

National Westminster Bank

(NW)

.

Royal Bank of Scotland

is expected to prevail as the winner in the takeover battle for NatWest. Shares of NatWest were falling 6 1/4, or 5.5%, to 108 1/2.

CMGI

(CMGI)

fell 4 1/2 to 116 1/4 after it agreed to buy

uBid

(UBID)

for $407 million in stock. The deal calls for CMGI to issue 0.2628 of its share for each uBid share. uBid popped 3 1/8, or 11.7%, to 29 13/16.

Duke Energy

(DUK) - Get Report

inched up 1/16 to 52 and

Williams

(WMB) - Get Report

gained 1 1/8 to 42 1/8 after the companies said they will form a joint pipeline project in Florida.

Equifax

(EFX) - Get Report

rose 3/16 to 21 11/16 after it said it entered a $260 million deal to acquire

R.L. Polk

. The transaction calls for Equifax to buy the Direct Marketing, Data Information Services/Polk Verity, Compusearch/Prospects Unlimited of Polk Canada and Polk City Directory units of R.L. Polk.

Flowserve

(FLS) - Get Report

slipped 13/16, or 5.5%, to 14 after it entered a $775 million cash deal to acquire

Ingersoll-Rand's

(IR) - Get Report

Ingersoll-Dresser Pumps

. Ingersoll-Rand fell 1 11/16 to 41 1/16.

According to Flowserve, the purchase would either not affect or be slightly dilutive to fiscal 2000 earnings, before contributing to the following year's report.

Williams Communications

(WCG) - Get Report

rose 1 3/16 to 42 3/4 after it said it has entered a deal with Canada-based

Teleglobe

to broaden its optical network.

Earnings/revenue reports and previews

(

Earnings estimates from First Call/Thomson Financial; earnings reported on a diluted basis unless otherwise specified.

)

Disney

(DIS) - Get Report

was slipping 1/16 to 37 9/16 after last night posting first-quarter pro forma earnings 25 cents a share, before the retained interest in its Internet portal

Go.com

(GO) - Get Report

. The result edged out the 16-analyst estimate of 20 cents a share, and the year-ago pro forma 23 cents.

Disney chairman

Michael Eisner

said he does not see the company becoming an Internet/entertainment company like

America Online

(AOL)

and

Time-Warner

(TWX)

, saying Disney is already large enough and has strong enough content.

Meanwhile

Go.com

posted a narrower-than-expected pro forma loss of 30 cents a share, compared with the two-analyst estimate of a loss of 47 cents. The year-ago loss was 12 cents a share.

For more details on Go.com's

earnings, see the coverage from

TheStreet.com/NYTimes.com's

joint newsroom.

Offerings and stock actions

Hauppauge Digital

(HAUP)

popped 7 1/4, or 12.5%, to 65 1/4 after it set a 2-for-1 stock split.

Radiant Systems

(RADS)

moved up 1 3/4 to 54 1/4 after it announced a 3-for-2 stock split.

Radio One

(ROIA)

lost 3 11/32 after it said it would file with the

Securities and Exchange Commission

for a 5 million-share secondary offering.

Terayon

(TERN)

tacked on 10 1/2, or 6.9%, to 162 after it said it set a 2-for-1 stock split.

Universal Foods

(UFC)

gained 1 1/8, or 6.3%, to 19 1/8 after it said it will buy back up to 5 million of its shares.

Analyst actions

J.P. Morgan

downgraded its rating on

Allstate

(ALL) - Get Report

to market perform from long-term buy. It also lowered its 2000 earnings estimate for the company to $2.55 from $2.80 per share. Allstate was rising 5/8 to 20 9/16.

Credit Suisse First Boston

upgraded

C.H. Robinson

(CHRW) - Get Report

to strong buy from buy and set a low-60's price target. Shares were unchanged at 47 7/8.

ING Barings

launched coverage of

Activision

(ATVI) - Get Report

,

Electronic Arts

(ERTS)

,

Midway Games

(MWY)

,

Take-Two

(TTWO) - Get Report

and

THQ

(THQI)

as buys. Activision inched up 1/32 to 14 9/16; Electronic Arts gained 4 1/16, or 5%, to 84 13/16; Midway Games was unchanged at 15 9/16; Take-Two climbed 5/16 to 14 1/4 and THQ lost 13/16 to 18 1/16.

Merrill Lynch

upgraded

Parker Hannifin

(PH) - Get Report

to near-term accumulate from neutral. Shares lost 9/16 to 38 1/8.

Warburg Dillon Read

initiated coverage of

Phillips Petroleum

(P)

with a hold rating and a price target of 42. The firm also launched coverage on

Occidental Petroleum

(OXY) - Get Report

at a buy with a price target of 25. Phillips climbed 13/16 to 38 15/16 while Occidental gained 3/16 to 19 3/16.

ING Barings launched coverage of

3DO

(THDO)

at a strong buy with a price target of 18. Shares inched up 1/8 to 10 1/8.

Goldman Sachs

upgraded

Temple-Inland

(TIN)

to trading buy from market outperform. Shares rose 1 5/16 to 54 1/16.

SG Cowen

analyst Peter Mirsky started coverage of magazine publisher

TV Guide

(TVGIA)

with a strong buy rating and a 12- to 18-month price target of 66 to 72. TV Guide rose 1 1/4 to 39 1/2.

Warburg Dillon Read downgraded

United Payors

(UPUP)

to hold from strong buy on valuation, the firm said. Shares moved up 5/16 to 25 7/8 despite the news.

Morgan Stanley Dean Witter resumed coverage of

Vodafone

(VOD) - Get Report

as a strong buy. Vodafone gained 2 3/4, or 5.2%, to 55 7/16.

ING Barings initiated coverage of

Watson Electronics

(WPI)

with an outperform rating. Watson inched up 1/4 to 42 11/16.

Miscellany

The

European Commission

said that it would conduct further probes involving

Microsoft

(MSFT) - Get Report

, in addition to its investigation of Windows 2000 antitrust issues. Microsoft was edging up 13/16 to 104 13/16.