Analyst Upgrades

• Verisk (VRSK) was upgraded to outperform from market perform at Wells Fargo.
• Marriott (MAR) was upgraded to outperform from market perform at Bernstein.
• Jefferies upgraded Teekay (TK) and Tsakos Energy (TNP) to Buy from Hold.
• Cadence Design (CDNS) was upgraded to sector perform from underperform at RBC Capital.
• BofA/Merrill upgraded NV Energy (NVE) to buy from underperform and Education Realty Trust (EDR) to neutral from underperform.
• Men's Wearhouse (MW) was upgraded to buy from hold at Stifel.
• William Blair upgraded Atheros (ATHR) to outperform from market perform.
• Freeport McMoran (FCX) was upgraded to buy from hold at Argus.

The Street.com's Jim Cramer says that it's too soon to think about selling the semis, the PCs, the components, the DRAMs.

When do we sell the semis? The DRAMS? The flash? When do we get out of the hard drives?

These are legit questions, but the people who are asking, "When do we sell Micron (NYSE: MU) (Cramer's Take), Western Digital (NYSE: WDC) (Cramer's Take) and SanDisk (NASDAQ: SNDK) (Cramer's Take)?" are the very people who told you never to own them.

That's the conundrum of this semi cycle and PC cycle. Just as we are finally hitting our stride and we realize that the semi cycle is alive and well again, AND NOT JUST RE-STOCKING, all over the papers, including the Wall Street Journal, we see reports crying, "When do we sell?"

Analyst upgrades:

• Stanford raised Fluor (NYSE: FLR) to Hold from Sell primarily due to valuation.
• Citigroup upgraded Cadence Designs (NASDAQ: CDNS) to Buy from Hold because they think the company's cost restructuring initiative and its new CFO will be catalysts for the shares.

Analyst downgrades:

• Stephens dropped Ann Taylor (NYSE: ANN) to Equal Weight from Overweight because they no longer view LOFT as a compelling reason to invest in the company.
  
• Citigroup downgraded Hershey (NYSE: HSY) to Hold from Buy on valuation.
  
• KeyBanc dropped Lennox (NYSE: LII) to Hold from Buy on valuation.

Analyst initiations:

• Coverage of Hershey was assumed with a Sell by Stifel, which cited valuation for its rating.
• FARO Technology (NASDAQ: FARO) was initiated by Needham with a Buy rating.
• Leerink Swann resumed coverage of Cardionet (NASDAQ: BEAT) with an Outperform, as the firm predicts that the company's technolgoy will enable it to grow substantially.

For the most part, the Cadence Design Systems (NASDAQ: CDNS) unsolicited offer for Mentor Graphics (NASDAQ: MENT) was a smart move (both companies are leaders in semiconductor design software). This transaction would be a critical part of consolidation in the industry.

However, on Friday, Cadence decided to drop its $1.6 billion bid. As a result, the shares of Mentor plunged 25%.

What happened here? Well, according to Cadence, it looks like the board of Mentor didn't want to open its books (although, Mentor disputes this). Another issue is antitrust. Oh, and with the credit crunch, it's still pretty tough getting financing.

Perhaps the big problem is the slowing economy, which is putting pressure on the semiconductor industry. After all, Cadence posted weak Q2 results, and the outlook looks dismal.

Whatever the reasons, Wall Street likes the result. On the news, Cadence's share increased 6.7%.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Cadence Design Systems Inc. (NASDAQ: CDNS) is the largest player in developing platforms for building integrated circuits. The company generates about $1.6 billion in revenues and has 5,100 employees.

Now, Cadence wants to get even bigger. Today, the company announced an unsolicited $1.6 billion bid for Mentor Graphics Corp. (NASDAQ: MENT). The offer is $16 per share.

Mentor is a big player in testing semiconductors, which should be a nice compliment to Cadence. And over the past couple months, Cadence has been trying to court Mentor.

But all advances were rejected. So why not go hostile?

[Update: Find more from Timothy Sykes here, and more stocks to buy here.]

Each quarter brings a new batch of earnings plays, so which ones should you trade?

I've had my fair share of successful calls, but I've also been burned badly before. One time, I put in a solid week's worth of research (pdf) to pick Vasco Data Systems (NASDAQ: VDSI) right before earnings, and what happened, they totally blew it. A 30% drop. It still stings. This is just the latest reminder that you can't trust companies, analysts or really anyone on Wall Street.

So far, in this latest round, Intuitive Surgical (NASDAQ: ISRG), E*Trade (NASDAQ: ETFC), Mastercard (NYSE: MA), VistaPrint (NASDAQ: VPRT) and Concur Technologies (NASDAQ: CNQR) have performed well while Google (NASDAQ: GOOG), Accuray (NASDAQ: ARAY), Cadence Design Systems (NASDAQ: CDNS), Yahoo! (NASDAQ: YHOO) [editor's note - this was written prior to today's news], VMware (NYSE: VMW), Apple (NASDAQ: AAPL) and Synaptics (NASDAQ: SYNA) have all bombed.

Amazon.com (NASDAQ: AMZN), Microsoft (NASDAQ: MSFT) and Broadcom (NASDAQ: BRCM) all had very solid quarters, but where did it get investors? Nowhere -- all three stocks are flat since then.

Major Papers:

• The Wall Street Journal reported that Ford Motor Company (NYSE: F) is looking for buyers for its Jaguar and Land Rover brands, which are valued at a combined $1.3B to $1.5B, but any sale is expected to take a month or longer.
• Airbus is in the final stages of a deal with U.S. Airways Group Inc (NYSE: LCC), which is expected to purchase about 30 A350 jetliners worth about $7B at list price, according to the Wall Street Journal.

Other Papers:

• According to the U.K. Times, Imperial Chemical Industries plc (NYSE: ICI) rejected an all-cash offer of GBP$7.2B from Dutch chemicals giant Akzo Nobel NV (NASDAQ: AKZOY), saying the proposal "significantly undervalues" the company; sources believe The Dow Chemical Company (NYSE: DOW) and Germany's BASF AG (NYSE: BF) could launch competing bids.
• BHP Billiton Limited (NYSE: BHP) is again interested in a $40B acquisition of Alcoa Inc (NYSE: AA), an aluminum producer, reported the U.K. Times.
• The New York Times reported that negotiations on a buyout of Cadence Design System Inc (NASDAQ: CDNS) by private equity firms Blackstone Group and Kohlberg Kravis Roberts appear to have stalled over price.

Marriott International, Inc. (NYSE: MAR) -- rallies on takeover Chatter. MAR is recently up $0.59 to $47.25 on speculation a pension fund will make an offer for MAR. MAR has a market cap of $17.8 billion with long term debt of $2.3 billion. MAR call option volume of 5,079 contracts compares to put volume of 186 contracts. MAR June 50 calls are bid 35 cents above its theoretical value of 12 cents. MAR July option implied volatility of 30 is above its 26-week average of 24 according to Track Data, suggesting larger risk.

Rackable Systems (NASDAQ: RACK) -- volatility flat on heavy call volume on renewed Speculation. RACK, a provider of servers and storage products, is recently up $0.77 to $12.86 on renewed takeover speculation. RACK call option volume of 3,175 contracts compares to put volume of 62 contracts. RACK July option implied volatility of 57 is near its 26-week average of 55 according to Track Data, suggesting non-directional price risk.

Cadence Design Systems (NASDAQ: CDNS) -- volatility & volume up on New York Times report. CDNS develops electronic design automation software and hardware. CDNS is recently up $1.52 to $24.52 after The New York Times reported CDNS is in talks for possible sale. CDNS call option volume of 2,099 contracts compares to put volume of 599 contracts. CDNS June 25 calls are bid 60 cents, above its theoretical value of 19 cents. CDNS July option implied volatility of 34 is above its 26-week average of 24 according to Track Data, suggesting larger price fluctuations.

Option volume leaders today are: Amazon.com Inc. (NASDAQ: AMZN), Apple Inc. (NASDAQ: AAPL), Google Inc. (NASDAQ: GOOG) and Wal-Mart Stores (NYSE: WMT).

Daily Option Update is provided by Stock Options Specialist Paul Foster of theflyonthewall.com.

MAJOR PAPERS:

• The Wall Street Journal reported that TPG Capital and Silver Lake are poised to buy telecommunications equipment company Avaya Inc (NYSE: AV) for about $17 a share; Nortel Networks Corporation (NYSE: NT) was also said to be interested.
• News Corporation's (NYSE: NWS) Rupert Murdoch said he is willing to go along with tighter editorial independence, but won't give in to a key demand from Dow Jones & Company Inc's (NYSE: DJ) controlling Bancroft family that they control an editorial oversight board that would protect this, the Wall Street Journal reported.
• Barron's Online's Trader section believes Service Corporation International's (NYSE: SCI) 90% surge since August is the result of funeral service companies' virtual immunity to a slowing economy or rising rates – the market's two biggest fears right now.

OTHER PAPERS:

• The New York Times reported that software maker Cadence Design Systems Inc (NASDAQ: CDNS) is in talks with private-equity players that include Kohlberg Kravis Roberts and the Blackstone Group about a possible sale of the company.
• Technology Web sites have discovered that Apple Inc (NASDAQ: AAPL) embeds customers' personal data into files the company uses to distribute music from its online iTunes music store, creating fears about privacy, the UK Times reported.
• The UK Times also reported that Royal Bank of Scotland Group (OTC: RBSPY) may be looking to sell Southern Water for GBP4B, a move that could lead to many more deals in Britain's privatized water industry.