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Sara Lee Offers to Buy Earthgrains

Sara Lee offered to acquire Earthgrains Co. (EGR) for $40.25 cash per share. The deal is valued at $2.8B, including debt assumption. Earthgrains sees better than expected $0.34 Q1 EPS. S&P downgraded.

Avanex (AVNX) cut the Q4 revenue guidance to $18M, citing worse than expected deterioration in the domestic telecom capital spending.

UAL Group (UAL) announced it has entered talks with US Airways (U) to terminate its merger deal prior to the August 1 deadline. UAL doesn't think it would win antitrust approval on terms that make sense for the airline.

Prudential downgraded Federated Department Stores (FD) to hold from buy.

Needham downgraded Commerce One (CMRC) to hold from buy.

Lightbridge (LTBG) expects Q2 revenues of $45M-$46M, about 8%-10% short of previous guidance, due largely to a decline in non-strategic hardware sales.

Morgan Stanley DW downgraded KPMG Consulting (KCIN) to neutral from outperform.

Merrill upgraded Asyst Technology (ASYT) to near-term buy from accumulate.

Merrill upgraded Siebel Systems (SEBL) to near term accumulate from neutral, and maintains long term buy.

Needham downgraded Saba Software (SABA) to hold from buy.

Navigant International (FLYR) sees $0.38 Q2 EPS, about $0.08 below the consensus estimate, citing the sluggish economy, a decline in business travel, and an increase in shares outstanding.

Prudential downgraded Oak Technology (OAKT) to hold from buy.

Prudential downgraded Walt Disney (DIS) to hold from buy.

Walter Industries (WLT) ups the Q2 EPS guidance to $0.29-$0.32, 23% higher than prior guidance.

Allied Capital (ALD) says it has elected a cash option

to complete its previously announced acquisition of

Sunsource Inc. (SDP). Allied will pay $10.375 per Sunsource share.

CIBC World reiterates buy on Astoria Financial's (ASFC) price.

Turnstone System (TSTN) sees a $12M-$13M Q2 net loss from operatins on revenue of about $4.5M. Turnstone will take a charge of $500,000-$600,000 in Q2 for a 20% workforce reduction, and about a $34M-$38M charge for excess inventory.

Pacific Growth believes Infocus 's (INFS) Q2 results will come in lower than expected and cut the estimates to reflect lack of visibility.

Primus (PKSI ) sees a $0.30-$0.35 Q2 loss on revenues of about $6.5M, citing continued purchasing delays by current and prospective customers as IT capital spending has virtually come to halt.

Sipex Corp. (SIPX) will cut its workforce by about 15%, and will shut down its manufacturing operations for some period during Q3.

Synquest Inc. (SYNQ) sees a $0.22-$0.24 Q4 loss vs. a year ago's $0.15 loss. Synquest says current economic uncertainty has prolonged sales cycles, and delayed customer purchase decisions.

Minnesota Mining (MMM) sees $1.10-$1.14 Q2 EPS from operations on a slight sales rise, citing continuing weakness in the U.S., an increasing slowdown in European and Asia Pacific economies, and negative impacts from a strong U.S. dollar. 3M will cut its workforce by 5,000.

TMP Worldwide (TMPW) agreed to acquire (HOTJ) in a deal valued at about $460M. Terms: 0.2195 TMP share per Hotjobs share.

Art Technology (ARTG) cut the Q2 guidance to a $0.17-$0.19 Q2 loss from operations on $34M-$35M revenue, and set a reorganization including a workforce reduction of about 20%. CS First Boston cut estimates.

Captec Net Lease (CRRR) agreed to be acquired by Commercial Net Lease Realty (NNN).

Terms: 0.4575 Commercial Net Lease share for 0.21 shares of new class of Captec preferred stock, 9.0% Series A non-voting preferred stock, and $1.27 cash for each Captec share.

David Tice of Behind the Numbers thinks NVIDIA (NVDA) is headed for a fall. Tice questioned how NVIDIA's pricey graphics chip ($399) will fare against cheaper alternatives, not to mention the massive slowdown in the PC market: Barron's.

Insight Health (IHSC) agreed to be acquired by J.W. Childs Associates and Halifax Group (HFXNY) in partnership with management for $18 cash per share.

Priority Health (PHCC) sees Q2 EPS from operations $0.04-$0.06 below consensus estimates, citing the delay of key products, tightening gross margins and reduction in interest income.

The company sees several Q2 non-recurring charges.

Some investors suggest that short of a takeover of AG Edwards (AGE) -- which

doesn't seem any more likely under non-Edwards family CEO -- there's little upside in stock: The Wall Street Journal

Benchmark Electronics (BHE) revised its Q2 sales forecast to $315M-$320M, and revised its cash EPS to $0.12-$0.14 (exclusing restructuring charges). Benchmark sees Q3 revenues, and EPS comparable to Q2 , citing the continued slowdown in the technology marketplace.

Roche licensed the rights to ICN Pharmaceutical's (ICN) developmental compound,

Levovirin, second-generation drug for the treatment of hepatitis C.

Infineon Technology (IFX) says it will proceed with a public offering of up to 60M newly-issued shares.

Primedia (PRM) will acquire EMAP USA from EMAP plc (EMAPF) for $515M. Primedia will become the second largest U.S. consumer magazine publisher.

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