MAJOR PAPERS:

• Warren Buffett's Berkshire Hathaway Inc (NYSE: BRK.A) and Mars are in talks to purchase Wm. Wrigley Jr. Co. (NYSE: WWY) for over $22B, the Wall Street Journal reported. An announcement may come as soon as today.
• The Royal Bank of Scotland Group Plc (NYSE: RBS) will start the integration of ABN Amro Holding's (NYSE: ABN) investment bank into its global markets division, the Financial Times reported. This process will most likely result in the paring of 7,000 jobs.

• According to the New York Post, IAC/InterActiveCorp. (NASDAQ: IACI) Chairman Barry Diller is expected to meet with his board this week to restart the process of breaking up his company into five separate pieces, sources said. At the same time, Diller and Liberty Media Corporation (NASDAQ: LMDIA) Chairman John Malone are continuing to talk about a deal that would trade one or more of IAC's assets for Liberty's ownership stake in IAC.
• The UK Times has learned that Numis Securities, the stockbroking group headed by Michael Spencer, is in "advanced talks" to buy the UK equities business of The Bear Stearns Companies Inc (NYSE: BSC). Numis may look to hire a team of 25 from Bear.

MOST NOTEWORTHY: Clayton, PharmaNet Development, Royal Bank of Scotland, Progressive Gaming and WSFS Financial were today's noteworthy downgrades:

• JMP Securities downgraded shares of Clayton Holdings Inc (NASDAQ: CLAY) to Market Perform from Outperform citing lack of visibility in the non-agency MBS market. William Blair also downgraded shares to Market Perform from Outperform after the company's in-line quarter, to reflect lowered estimates and uncertainty regarding a recovery time.
• Jefferies downgraded shares of PharmaNet Development Group Inc (NASDAQ: PDGI) to Hold from Buy as they believe departures of board and management executives have introduced new risk.
• The Royal Bank of Group PLC (NYSE: RBS) was lowered to Sell from Buy at Citigroup, as they are negative on the company's acquisition of ABN Amro Holding NV (NYSE: ABN).
• ThinkEquity downgraded shares of Progressive Gaming International Corporation (NASDAQ: PGIC) to Accumulate from Buy following Friday's announcement that it lost its post-trial motions and will proceed to appeals court in the Webb lawsuit. PGIC will have to post a $20M bond, which is more than the firm expected.
• B. Riley downgraded shares of WSFS Financial Corporation (NASDAQ: WSFS) to Neutral from Buy after they lowered their estimates to reflect the company's higher projected on-interest expense.

• Goldman removed Hewlett-Packard Company (NYSE: HPQ) from its Conviction Buy List.
• Calyon downgraded VeraSun Energy Corporation (NYSE: VSE) to Add from Buy.
• Merrill Lynch downgraded Aetna Incorporated (NYSE: AET) to Neutral from Buy.
• Friedman Billings downgraded Baker Hughes Incorporated (NYSE: BHI) to Market Perform from Outperform.

MAJOR PAPERS:

• Mattel Inc (NYSE: MAT) is expected to soon announce another recall of toys made in China, reported the Wall Street Journal.
• Merck and Co. Inc (NYSE: MRK) CFO Judy Lewent sold 200K shares for $10.3M from July 26 through Aug. 7, at an average price of $51.31 per share, reported Barron's Online's "Inside Scoop" column.
• The Royal Bank of Scotland (OTC: RBSPY)-led consortium seeking to purchase Dutch bank ABN Amro Holdings NV (NYSE: ABN) raised its stake in ABN to more than 3% between Friday and Monday, reported the Financial Times.

• The Independent reported that Barclays' (NYSE: BCS) bid for Dutch bank ABM Amro was approved by the Netherlands' Ministry of Finance yesterday.
• A highly publicized civilian nuclear deal with the U.S. still allows India to test nuclear weapons, according to Prime Minister Manmohan Singh, reported the Associated Press.

MAJOR PAPERS:

• Liberty Global Inc's (NASDAQ: LBTYA) John Malone may bid on Virgin Media Inc (NASDAQ: VMED), the UK's biggest cable company, reported the Wall Street Journal.
• The controlling shareholders of Dow Jones & Company Inc (NYSE: DJ) -- the Bancrofts -- are still debating whether or not to accept Rupert Murdoch's New Corporation's (NYSE: NWS) $5B offer to buy the company, and the debate is still too close to call, reported the Wall Street Journal.
• Even a nine cents a drink price hike may not help Starbucks Corporation (NASDAQ: SBUX) slumping share price, down about 20% this year, reported the Wall Street Journal.
• Dutch bank ABN Amro Holdings NV's (NYSE: ABN) boards today refused to endorse either of two competing bids for the bank, effectively taking a neutral position on the issue, reported the Financial Times.

• Theme park operator Cedar Fair Entertainment (NYSE: FUN) has reportedly entered into quick- moving negotiations with investment firm Destiny Capital Solutions about a $4.1B takeover of the theme park operator, reported the New York Post.
  

MAJOR PAPERS:

• Bear Stearns Companies Inc (NYSE: BSC) says that its two hedge funds tied to subprime loans are basically worth nothing, reported the Wall Street Journal (subscription required).
• An "error in judgment" is what Whole Foods Market Inc (NASDAQ: WFMI) chairman and CEO John Mackey called his anonymous blogging about his company and rival Wild Oats Markets Inc (NASDAQ: OATS) in an apology, reported the Wall Street Journal.
• SEC chairman Christopher Cox wants Congress to tighten its oversight of the $2.4T municipal bond market, the result of increasing complexities in the bond market and lax leadership at a number of firms, reported the Wall Street Journal.

• Kohlberg Kravis Roberts is planning to offer $24M to acquire Macy's Inc (NYSE: M), according to Women's Wear Daily (subscription required).
• The U.K. Times reported that Barclays plc (NYSE: BCS) has deided against raising its bid for ABN Amro Holdings (NYSE: ABN).
• Honda Motor Co. (NYSE: HMC) is increasing its production capacity in North America and in other places, in order to meet growing demand for its fuel-efficient cars and to maintain momentum for global growth, reported the Associated Press.

In a move to improve its bid for ABN Amro (NYSE: ABN), a group lead by the Royal Bank of Scotland will improve the cash portion of its offer from 79% to 93% of the offer price of $98 billion. The bid is already slightly higher than the one made by Barclays (NYSE: BCS).

In many ways the Royal Bank bid makes more sense. It has teamed with Spanish bank Santander and Dutch financial firm Fortis, and they plan to break ABN into parts with each company taking the units that best match its operations and geography.

If the RBS bid is successful it could put other large banks in Europe and North America into play just as the industry may be facing a period of earnings problems led by mortgage quality problems and slower private equity deal flow.

Merging banks into the teeth of a slowdown may actually make sense. Combined banks could save money with eliminating back office and duplicate personnel. But, if the downturn is as sharp as the one in the late 1980s, it may not matter.

Douglas A. McIntyre is a partner at 24/7 Wall St.

MAJOR PAPERS:

• William Ackman's Pershing Square Capital Management, whose firms holds about 15% of Ceridian Corporation (NYSE: CEN), doesn't like the proposed $5.3B sale of the company to Thomas H. Lee Partners and Fidelity National Financial Inc (NYSE: FNF), and says he's going to find higher bidders, according to the Wall Street Journal.
• The Financial Times reported that British bank Barclays PLC (NYSE: BCS) has drawn up plans to sweeten its $86B all-share offer for Dutch bank ABN Amro Holdings (NYSE: ABN), by substituting cash for some of the shares it is currently offering for ABN.
• Beginning today, Apple Inc (NASDAQ: AAPL) is embedding its iTunes internet music download service in the British and Irish social networking site Bebo, reported the Financial Times.

• The New York Post has learned that a private-equity firm owned by the Dubai government is close to buying Barneys New York from the Jones Apparel Group (NYSE: JNY).
• The New York Times reported that the Wall Street Journal is set to "shake up its newsroom" by reassigning and replacing several top editors.
• Golf equipment maker Callaway Golf Company (NYSE: ELY) is suing Fortune Brands Inc.'s (NYSE: FO) Acushnet Co, for allegedly violating five Callaway patents for golf clubs, reported the Los Angeles Times.

MAJOR PAPERS:

• Barron's Online's (subscription required) "Inside Scoop" section reported that VeraSun Energy Corp (NYSE: VSE) director Steven Kirby has bought almost $608k worth of stock on May 31, according to SEC data.
• Google Inc (NASDAQ: GOOG) and Salesforce.com Inc (NYSE: CRM) are joining together to go after small businesses, reported the Wall Street Journal (subscription required).
  
• The Wall Street Journal also reported that Amazon.com Inc (NASDAQ: AMZN) would increase its investment in China.
• The Financial Times (subscription required) reported that News Corporation (NYSE: NWS) CEO Rupert Murdoch met with representatives from the Bancroft family yesterday for five hours to discuss Murdoch's $5B takeover bid for Dow Jones and Company Inc (NYSE: DJ).
• Unions from more than a dozen countries have demanded that the banks bidding to take over ABN Amro Holdings (NYSE: ABN) hold talks with workers' representatives, reported the Financial Times.

• Engadget.com reported that, as of 6:33am, the Apple Inc (NASDAQ: AAPL) online store is down, indicating a new product to be released today.

ABN Amro (NYSE: ABN) received a bid from a group lead by the Royal Bank of Scotland. The offer of $95.6 billion tops that of Barclays (NYSE: BCS).

The offer contemplates breaking the big bank into pieces. Banking companies Fortis and Santander are part of the purchase group and will sell shares to finance the deal.

The three banks would split ABN into several pieces with each of the purchasers taking the operations that best dovetail with their current businesses.

The dismembering of the Dutch bank may be the key to the higher bid. While Barclays would have kept most of ABN intact and perhaps sold off the US La Salle portion of the company, the three banks offering to buy ABN now believe that they can get economies of scale by matching pieces to their own operations. Their thinking is that this will allow them to take out more costs than if the bank was sold intact.

Douglas A. McIntyre is a partner at 24/7 Wall St.

MAJOR PAPERS:

• Google Inc (NASDAQ: GOOG) and online services company Salesforce.com Inc (NYSE: CRM) may form a partnership to better compete with Microsoft Corporation (NASDAQ: MSFT), reported the Wall Street Journal (subscription required).
  

• The U.K. Times reported that Warner Music Group Corporation (NYSE: WMG) is expected to offer EMI Group (OTC: EMIPY) a "£100 million sweetener" to try and keep the company from accepting an offer from private equity.
• According to The Observer, Royal Bank of Scotland (OTC: RBSPY), along with its partners Fortis and Banco Santander Central Hispano (NYSE: STD), hope to "table" a £47 billion offer for ABN Amro Holdings (NYSE: ABN) this week.
• The Observer reported that a private equity consortium is considering a $15 billion offer for Virgin Media Inc (NASDAQ: VMED).
• Cadbury Schweppes ADS (NYSE: CSG) is planning to return £5 billion to shareholders through a special dividend or share buyback, according to The Observer.
• The Sunday Telegraph reported that UBS AG (NYSE: UBS) will offer to buy out the pension schemes of some of the leading FTSE100 companies next week.
• Yahoo! Inc (NASDAQ: YHOO) may be looking to acquire British social networking site Bebo, the Sunday Telegraph reported.
• The Bollywood film producer, Eros International, is expected to announce a partnership with Google Inc's (NASDAQ: GOOG) YouTube, the Sunday Telegraph reported.
• Teva Pharmaceutical Industries Limited's (NASDAQ: TEVA) Copaxone will face generic competition for the first time, but will not see an impact immediately, Ha'aretz reported.

• The Orange County Register blog looked at a transcript from IndyMac Bancorp Inc's (NYSE: IMB) first quarter conference call, where the CEO Michael Perry said: "When you see that delinquency number in the press of 13% subprime delinquencies, it's hugely understated. It is absolutely hugely understated. And the prime delinquencies are overstated. The subprime delinquencies are more like 18, 20, 22% delinquencies and that's where I think you're going to see the problems."

MAJOR PAPERS:

• According to the Wall Street Journal, citing people familiar with the situation, the NY Attorney General and the SEC are both investigating "suspicious trading" in shares and options of Dow Jones and Company Inc (NYSE: DJ) prior to the $5B offer by News Corporation (NYSE: NWS).
• The Wall Street Journal reported that the UK's financial-services regulator has begun a preliminary review of trading by hedge funds in ABN Amro Holdings (NYSE: ABN), according to people familiar with the situation.
• BAE Systems (OTC: BAESY), the British defense contractor, is in the final stages of its $3.5B takeover of Armor Holdings Inc (NYSE: AH), the U.S. manufacturer of military and heavy vehicles, reported the Wall Street Journal.
• The Wall Street Journal reported that a consortium led by the Royal Bank of Scotland Group (OTC: RBSPY) has made a formal $24.5B offer for ABN Amro's LaSalle Bank, according to people familiar with the situation.
• The Financial Times reported that Dutch bank ABN Amro rejected a $24.5B offer for its U.S. bank, LaSalle, from a consortium led by Royal Bank of Scotland today. However, ABN said it would allow its shareholders to vote on the offer.

• Safeway Stores Inc's (NYSE: SWY) CEO, Steven Burd, said that Dominick's is not for sale in an interview with the Chicago Tribune.

• According to TheAlarmClock.com, Global Equities Research analyst Trip Chowdry believes Google Inc (NASDAQ: GOOG) is "stepping up its efforts" to acquire job search engine SimplyHired.

MAJOR PAPERS:

• The Wall Street Journal (subscription required) reported that Fred Anderson, the former Apple (NASDAQ: AAPL) CFO, said through his lawyer that Apple CEO Steve Jobs misled him regarding board actions on stock-option awards.
• The Wall Street Journal reported that The Royal Bank of Scotland-led consortium of banks fighting Barclays (NYSE: BCS) in an attempt to acquire ABN Amro (NYSE: ABN) indicated it would pay EUR39 per share, or $98.5B, for the Dutch bank.
• The next CEO of Royal Dutch Shell (NYSE: RDS.A) will probably be promoted from within the company, Royal Dutch Shell chairman Jorma Ollila said yesterday, reported the Financial Times (subscription required).
  

• The New York Times reported that Jarden Corp. (NYSE: JAH) will acquire K2 Inc. (NYSE: KTO) for about $1.2 billion in cash and stock, or $15.50 per share.
• According to a New York Post exclusive, WPP Group (NASDAQ: WPPGY) is among the suitors for 24/7 Real Media, which is on the auction block.
• The U.K. Times has reported that US Airways (NYSE: LCC) has pulled out of a $3.7 billion deal with Airbus, for Boeing (NYSE: BA), which US Air will order 20 to 30 787 Dreamliners from, worth between $3.2 billion and $4.9 billion.

MAJOR PAPERS:

• Barron's (subscription required) "Weekday Trader" advises avoiding Boston Scientific Corporation (NYSE: BSX) despite its recent rally.
• Barron's "Weekday Trader Extra" reported that the Bain Capital Partners and Thomas H. Lee Partners increased $39 a share offer for Clear Channel Communications Inc (NYSE: CCU) is not guaranteed to succeed, with Barron's saying $42 a share or higher likely would.
• Lockheed Martin Corporation (NYSE: LMT) and Northrop Grumman Corporation (NYSE: NOC) said that parts of the Coast Guard's "Deepwater" modernization program are under investigation by the Justice Department, reported the Wall Street Journal (subscription required).
• According to the Financial Times (subscription required), citing a comprehensive independent study from IHS, Iraq may hold twice as much oil in its reserves as previously thought.

• The Business reported that Barclays plc ADS (NYSE: BCS) may have identified several ways of offering a higher price for ABN Amro Holdings (NYSE: ABN), the Dutch bank it is trying to acquire, according to sources.
• The National Security Council, or NSC, has called for "special scrutiny" of VodafoneGroup plc ADS's (NYSE: VOD) takeover of Hutch-Essar, which may further delay the deal, reported the Economic Times.

• Macrumors.com reported, citing Reuters, that AT&T Inc (NYSE: T) COO Randall Stephenson said the Apple Inc (NASDAQ: AAPL) iPhone is on target for a late June launch.

MAJOR PAPERS:

• On Friday, the Wall Street Journal reported that a number of firms have been eyeing Kroger Co (NYSE: KR) on the expectation that the company will soon begin exploring a leveraged buyout with the help of investment bank Goldman Sachs Group Inc (NYSE: GS).

• The New York Post reported that Warner Music Group Corp (NYSE: WMG) may look to merge with EMI Group plc ADR (OTC: EMIPY) by appealing directly to the music labels shareholders.
• According to the Sunday Express, Dow Chemical Company (NYSE: DOW) is set to receive a bid of $52-$58 per share, valuing the company at $50B, from a consortium of Middle Eastern investors and American buyout firms.
• The U.K. Telegraph reported that the Royal Bank of Scotland is preparing to delay any rival offer for ABN Amro Holdings (NYSE: ABN) until after Barclays plc ADS (NYSE: BCS) reveals its bid for the company.
• From BusinessWeek's "Inside Wall Street" section:
• Oppenheimer oil guru Fadel Gheit says rumors have resurfaced that Exxon Mobil Corporation (NYSE: XOM) may go after oil and gas company Devon Energy Corporation (NYSE: DVN).
• Napco Security Systems Inc (NASDAQ: NSSC) is hoping GatewayX, a new product introduced in January, will spark a rebound.
• Seed and crop-protection company Syngenta AG ADS (NYSE: SYT) looks to have upside ahead, due to brisk demand for corn to make ethanol is boosting farmers' need for Syngenta's products to fight field pests.

MAJOR PAPERS:

• The Wall Street Journal's (subscription required) "Heard on the Street" column suggested that Deere and Company (NYSE: DE), which has risen 40% since lsat September, may be about to level off as analysts believe the positive outlook is already baked in to the stock price.
• The Wall Street Journal reported that Sanofi-Aventis ADS's (NYSE: SNY) Acomplia, a "miracle weight loss pill", is looking less like a miracle among repeated FDA delays and European restrictions.
• Barclays plc ADS (NYSE: BCS) says it would walk away rather than overpay for ABN Amro Holdings (NYSE: ABN), and rejected suggestions that it might then be vulnerable to a takeover itself, according to the Financial Times (subscription required).
• The Financial Times reported that Sony Corporation's (NYSE: SNE) PlayStation 3 video game console has had a record-breaking launch in Europe, selling about 600,000 consoles in its first two days.
• The Financial Times reported that U.S. drugmaker Merck & Company Inc (NYSE: MRK) won a restatement of its patent for once-weekly Fosamax treatment from the European Patent Office.
• The Financial Times interviewed Barry Diller, the CEO of InterActiveCorp (NASDAQ: IACI), who believes corporate governance may be pushing U.S. companies to go private.

• The New York Times reported that billionaires Eli Broad and Ronald Burkle may be back in the running to buy The Tribune Company (NYSE: TRB), which has responded to a request for additional financial information about the company from the pair.
• The Economic Times reported that Indian telecom operator Hutchison Essar is looking at outsourcing its IT operations to International Business Machines Corporation (NYSE: IBM), in a deal that would be worth $1.4B to $1.6B, according to sources.