MOST NOTEWORTHY: Today's noteworthy downgrades involved Hilton Hotels Corp (HLT), TransAlta Corp (TAC), Cascade Corp (CAE), Activison (ATVI) and Atheros Communications (ATHR):

• Stifel downgraded Hilton Hotels (NYSE: HLT) to Hold from Buy at Stifel based on the recent acquisition.

• TD Newcrest cut TransAlta (NYSE: TAC) to Sell from Hold and doesn't consider an LBO of the company likely.

• Rodman cut Cascade (NYSE: CAE) to Market Underperform from Market Perform based on valuation.

• Activision (NASDAQ: ATVI) was downgraded to Neutral from Outperform at JP Morgan based on valuation and the competitive environment.

• AG Edwards believes Atheros Communications (NASDAQ: ATHR) has a less favorable risk/reward and cut shares to Hold from Buy...

OTHER DOWNGRADES:

• Needham downgraded Kyphon (NASDAQ: KYPH) to Buy from Strong Buy.

• UBS downgraded Taiwan Semiconductor (NYSE: TSM) to Neutral from Buy.

• Deutsche Bank cut Chicago Mercantile Exchange Holdings (NYSE: CME) to Hold from Buy.

• Roche Holding Ltd (OTC: RHHBY) was downgraded to Hold from Buy at Citigroup.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

According to Hennessee Group, the hedge fund industry had a good June. The average hedge fund posted a 0.88% return. This compares to the S&P's -1.8% performance for the same period.

So far for this year, the average hedge fund has returned 8.7%. How about the S&P? It has clocked about 6%.

While interest rates have been an issue, the fact is that the buyout boom has been extremely helpful for equities. And as seen with the IPO filing of KKR and mega deals like the buyout of Hilton Hotels Corp. (NYSE: HLT), there still appears to be momentum with M&A and private equity.

It's also encouraging that hedge funds have been able to deal with the subprime meltdown. Interestingly enough, it looks like some hedge funds aggressively shorted subprime vehicles. Paulson & Co., for example, posted a 40% return in June because of its bearish bets (there's an excellent story on this in Bloomberg.com).

With credit agencies like S&P and Moody's reducing their ratings of subprime mortgage backed securities, there may be more shorting opportunities for hedge funds. There is also likely to be more pain for firms like Bear Stearns (NYSE: BSC), which have been on the wrong side of the subprime market.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

A pair of lawsuits seeking class-action status accuse Hilton Hotels (NYSE: HLT) management of breaching their fiduciary responsibility to shareholders when they agreed to sell the company to The Blackstone Group (NYSE: BX) for $20.1 billion. The investors claim the size of the offer was inadequate, and the $560 million break-up fee Hilton will have to pay Blackstone if it backs our of the deal is excessive. The amount is so large they contend, that it effectively guarantees that the private equity firm will go home with the prize.

There are a couple of interesting things about this. First, the break-up fee does seem excessive. The idea of a break-up fee, ideally, is to compensate the prospective buyer for its time/use of resources if a deal fails to go through. The $560 million figure would give Blackstone a huge windfall if the deal fails to go through. While the lawsuit is unlikely to go anywhere, I would ask Hilton why such a large break-up fee was necessary.

Second, this shareholder angst may be one of the factors that will lead to the decline of the buyout boom. In recent months it seems, shareholders have grown increasingly feisty in taking on buyout offers they deem too low. This wave of shareholder activism, which often leads to higher buyout prices, can cut into the private equity firms' margin for error.

But this is probably a good thing: If a private equity firm can take a company private and make a ton of money, it might make more sense for the company to stay public and provide that value to shareholders.

MOST NOTEWORTHY: Ruth's Chris Steak House (RUTH), Hilton Hotels (HLT) and Champps Entertainment (CMPP) were today's noteworthy downgrades:

• Goldman cut shares of Ruth's Chris Steak House (NASDAQ: RUTH) to Sell from Neutral following the company's preliminary Q2 sales, as they expect relative underperformance over the near-term. Goldman believes macro headwinds could weigh on Ruth's client base and keep traffic negative for the rest of the year.

• Hilton Hotels (NYSE: HLT) was downgraded by a number of firms after the Blackstone Group (BX) takeout offer: Jefferies and Citigroup cut shares to Hold from Buy, Calyon downgraded shares to Neutral from Buy, Raymond James downgraded shares to Market Perform from Strong Buy, Suquehanna cut shares to Neutral from Positive and Bear Stearns downgraded Hilton Hotels to Peer Perform from Outperform.

• B. Riley downgraded shares of Champps Entertainment (NASDAQ: CMPP) to Neutral from Buy to reflect the buyout offer from F&H Acquisition Corp...

OTHER DOWNGRADES:

• B. Riley downgraded shares of ACR Group (AMEX: BRR) to reflect the company's merger agreement with Watsco Inc (WSO).

• Jefferies cut Dobson Communications Corp (NASDAQ: DCEL) to Hold from Buy.

• Piper Jaffrey downgraded Selective Insurance (NASDAQ: SIGI) to Market Perform from Outperform.

• Kaufman downgraded Parametric Technology (NASDAQ: PMTC) to Hold from Buy.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

Main market news here.

A consumer advocacy group, the Foundation for Consumer and Taxpayer Rights, isn't happy about Apple Inc.'s (NASDAQ: AAPL) battery replacement program for the iPhone, which currently requires ssers to submit their iPhone to Apple for battery service, a service that would cost users $79, plus $6.95 for shipping, and will take three business days. The battery, is apparently soldered to the device.

The Boeing Co.'s (NYSE: BA) new jet, the 787 Dreamliner, is set to launch on July 8 (very clever: 07-08-07). There have been fears the company may have to delay the launch due to several setback it had encountered in assembling the jet, but apparently, in two days, we will get to see it. "It won't have passenger seats, it won't fly -- in fact, it won't even motor itself down the runway." But it will be unveiled at its Seattle-area factory on 7/8/7 nonetheless.

Deutsche Bank upgraded Royal Dutch Shell (NYSE: RDS) and BP (NYSE: BP) to Buy from Hold, increasing both target prices to $95.82 per U.S.-listed share and to $81.09 per U.S.-listed share. DB raised targets on other oil companies as well, seeing the cycle as being still far-off its peak. Shell shares are up 2.5% in pre-market (7:45 a.m.) and BP shares are up 0.9%.

Following the footsteps of other chains such as Starbucks Corp. (NASDAQ: SBUX) and rivals such as McDonald's Corp. (NYSE: MCD) that have already announced such measures, Burger King (NYSE: BKC) also announced it will use trans-fat-free cooking oil at all its U.S. restaurants by the end of next year.

Bloomberg has a nice feature about Meg Whitman, eBay Inc.'s (NASDAQ: EBAY) CEO and how it accomplished "what most Internet chiefs can only dream of: She's beating Google Inc. (NADSAQ: GOOG) in at least one corner of the Web." The article refers, of course, to eBay's PayPal, but continues with a more in-depth look at both companies' growth and businesses.

And finally, comScore reports about Facebook's growth in the past year since the open registration came into effect. Unique visitors grew by 89% while page views grew by 143%.

Five analysts, including Bear Stearns and Citigroup, downgraded Hilton Hotels (NYSE: HLT), mostly from Buy/Outperform to Hold/Neutral as a better bid from the one given by Blackstone Group (NYSE: BX) is unlikely.

In the past Mike Fowlkes, Sarah Gilbert and I have pointed out what seems blatant illegal activity in Dow Jones (NYSE: DJ) and Aquantive (NASDAQ: AQNT). Now there is activity in Hilton Hotels (NYSE: HLT) worth taking a look at.

Hilton Hotels closed up 9.34 to $45.39 today on news the company agreed to be acquired by Blackstone Group (NYSE: BX) in a deal valued at $26 billion. A reader pointed out interesting activity on Hilton Hotels.

With the stock up, let's look and see how many "lucky" traders picked up calls on the stocks. A call option gives the buyer the right to buy the stock at a set price. If you think a stock is going to go up you can buy the right to buy that stock at a set price, in the hopes that it does in fact go up, as you expect.

The Hilton July 35 calls (HLTGG) had a volume of 3,660 Tuesday with a high price of $1.90. That is above the average volume of 314 calls per day since the options were issued and just above the previous record high daily volume of 3,616 on 5/31. Those calls are now worth about $10.50 a piece so a 450% gain over two days isn't bad. I have to say this looks suspicious; sort of like a man running from a bank with a bag of money.

Looking at the Hilton August 40 calls (HLTHH) it becomes a little more obvious. Tuesday there were 5,844 contracts for 0.85 cents or less. In the past three weeks -- since the options came out there were only a total of 70 contracts traded. The contracts bought Tuesday are now worth about $5.80 a piece. A 582% gain in two days, representing about $2.8 million in profits.

If that isn't enough money ...there is more. The July 40 calls (HLTGH) saw 3,312 contracts trade Tuesday for less than 0.40. Now at 5.50 it is a 1,275% return for another $1.6 million in profits.

While I do not know who made the trades, their intentions and what they knew when; I am betting they will soon be getting a call from the SEC. In all fairness, just because I see a man wearing a black ski mask running out of the bank carrying a bag of money and a gun doesn't mean he is a bank robber. These trades could be legit, but they trades have all the tell-tale signs of insider trading. By the way has anyone been following Paris recently? Has she been meeting with Martha Stewart?

Kevin Kersten is an Options Analyst with InvestorsObserver.com. Do you have any deadwood in your portfolio? Check out the 18 Warning Signs That Tell You To Dump A Stock.

Disclosure note: Mr. Kersten owns and or controls a diversified portfolio of long and short positions that may include holdings in companies he writes about.

Marriott International Inc. (NYSE: MAR) opened at $48.77. So far today the stock has hit a low of $46.82 and a high of $48.85. As of 10:55, MAR is trading at $47.45, up $2.99 (6.7%).

After hitting a one year high of $52.00 in April, the stock dropped sharply to find support just below $44. Hotels are soaring today after Blackstone Group (NYSE: BX) announced plans to purchase Hilton Hotels (NYSE: HLT). Jim Cramer says that some other hotel stocks are deserving of takeovers, and he is tagging Marriott as possible buyout candidate in the aftermath of the HLT deal. Other potential targets mentioned are Starwood Hotels (NYSE: HOT) and Wyndham (NYSE: WYN). Our own Douglas McIntyre sees MAR and HOT as targets as well. Recent technical indicators for MAR have been bearish and steady, while S&P gives the stock a neutral 3 STARS (out of 5) hold rating.

For a bullish hedged play on this stock, I would consider an October bull-put credit spread below the $40 range. MAR hasn't been below $40 since October and has shown support around $43 recently. This trade could be risky if the acquisition buzz surrounding the hotel stocks dies down with little action, but even if that happens, it looks like this stock could find support right near $45, where it bounced a few times in the past two months.

Brent Archer is an options analyst and writer at Investors Observer. DISCLOSURE: Mr. Archer owns and/or controls diversified portfolios of long and short stock and option positions that may include holdings in companies he writes about. At publication time, Brent neither owns nor controls positions in MAR, BX, HOT, HLT, or WYN.

MOST NOTEWORTHY: General Motors (GM), Aluminum Corp of China (ACH), Greenbrier Cos (GBX) and Monsanto (MON) were today's noteworthy downgrades:

• Bear Stearns cut General Motors (NYSE: GM) to Peer Perform from Outperform based on valuation and growing fundamental headwinds.

• HSBC downgraded Aluminum Corp of China (NYSE: ACH) to Underweight from Neutral as they believe prices of lightweight metal have peaked.

• Greenbrier Cos (NYSE: GBX) was cut at Bear Stearns to Peer Perform from Outperform on valuation.

• Matrix USA downgraded Monsanto (NYSE: MON) to Buy from Strong Buy on valuation...

OTHER DOWNGRADES:

• Sandler cut Western Alliance Bancorporation (NYSE: WAL) to Hold from Buy.

• UBS cut Arris Group (NASDAQ: ARRS) to Neutral from Buy.

• AG Edwards downgraded Hilton Hotels (NYSE: HLT) to Sell from Buy. Gabelli cut Hilton Hotels to Hold from Buy.
  

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

Now that Blackstone (NYSE: BX) has bought Hilton (NYSE: HLT) for $26 billion, The Wall Street Journal is asking [subscription required] whether Marriott (NYSE: MAR) and Starwood (NYSE: HOT) might be next.

The question is reasonable. Hilton has outperformed the other two companies in the stock market over the last two years, with its shares up 50%. Some of that is due to recent takeover speculation.

Marriott's shares are up only 30% over that period and Starwood's only 15%. All three companies have market caps in the $15 billion to $20 billion range, so none is so large as to be outside the financial ability for a private equity firm to take them over.

But, Starwood may make the easier target. Marriott is still controlled by its founding family while Starwood has had a bit of musical chairs in its executive suite. The company's CEO left in April.

Starwood has had virtually no growth in revenue over that last four quarters, and had low operating income in its last reported quarter. If private equity interests think they can improve that, the company becomes an attractive candidate.

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

Stock futures are indicating flat to higher start for the day after the July 4 holiday. Deal news and upcoming economic reports are on traders' minds. Interest rates will continue to be a concern now that the Bank of England has raised rates, as would mixed messages from Asian markets with Shanghai dropping 5.3% and Hong Kong hitting another high.

Yesterday U.S. markets were closed for the July 4 holiday, but closed the short session on Tuesday with moderate advances.

Today, several indicators are due.

• At 8:30 a.m., the weekly job claims report is due, but will only be a prelude for tomorrow's June employment report.
• At 10:00 a.m., the Institute of Supply Management's non-manufacturing poll for June is due and could show a slight decline.
• At 10:30 a.m., weekly crude inventories are due. While expectations are generally for higher gasoline supplies and refinery output, oil prices rose today due to concerns over the summer driving season and violence in Nigeria. Oil remained above $71 a barrel.
  

Overseas, Asian markets mostly finished higher except for Chinese stocks. Following a rule that went into effect today that made it easier for mainland investors to invest overseas, China's Shanghai Composite index finished 5.3% lower. Hong Kong's Hang Seng Index, however, hit another high. Japanese stocks rose for the sixth straight session.
Meanwhile, European stocks were lower, concerned of a rate hike by the central banks. The Bank of England indeed raised its benchmark interest rate later in the session, making this hike the fifth time in a year. The European Central Bank is expected to leave rates unchanged.

Corporate news:

Late Tuesday night, Blackstone Group LP (NYSE: BX) has agreed to buy Hilton Hotels Corp. (NYSE: HLT) for a $26 billion. HLT is up over 28% in pre-market trading (7:10 a.m.). What hotels could be next?

Meanwhile, fellow private equity firm, Kohlberg Kravis Roberts filed to go public also on Tuesday to raise up to $1.25 billion.

Huntsman Corp. (NYSE: HUN) shares are up 10.7% in pre-market trading (7:26 a.m.) after the chemical company said a private-equity firm has made a cash buyout offer of about $6 billion, higher than the bid from a Dutch company announced last week.

The Coca-Cola Co. (NYSE: KO) is considering its options, either buying Cadbury Schweppes PLC's Snapple ice tea brand, or building its own.

Weighing stocks down, however, could be General Motors Corp. (NYSE: GM) which on Tuesday posted a 21.3% decline in June sales compared to last year.

Yesterday we learned that Starbucks (NASDAQ: SBUX) is taking another shot at the movie promotion business by pushing (for a cut of the action) the National Geographic movie "Arctic Tale." Starbuck's initial effort, last year's "Akeela and the Bee," had indifferent results.

While most of the big releases for 2007 already have commercial tie-ins, I thought about other companies that might make money by offering some targeted marketing. Perhaps

• Ratatouille -- KFC (Yum Brands, NYSE: YUM)
• The 40-year old Virgin -- Weight Watchers Intl (NYSE: WTW)
• Sicko -- The Church of Scientology
• Live Free or Die Hard -- Viagra (Pfizer, NYSE: PFE)
• Evan Almighty -- Chris Craft
• Transformers: The Mitt Romney Campaign
• The Simpsons Movie: Sylvan Learning
• Hairspray: Lane Bryant (Charming Shoppes, Inc., NASDAQ: CHRS)
• Hostel: Part II -- Hilton Hotels (NYSE: HLT)
• 1408 -- Hostelling International

And, as a special subscriber gift offer promotion,

• The Wall Street Journal (Dow Jones, NYSE: DJ) -- Citizen Kane

Hilton Hotels Corp. (NYSE: HLT) opened at $33.75. So far today the stock has hit a low of $33.44 and a high of $33.80. As of 11:45 this morning, HLT is trading at $33.62, down $0.28 (-0.8%).

After hitting a one year high of $38.00 in April, the stock has dipped slightly, bouncing off support a few times just below $34. Billionaire investor Carl Icahn dumped all of his HLT shares in the first quarter of this year, indicating sentiment that HLT is unlikely to rise above its previous high. In fact, the stock is breaking below its support line today, which is not a good sign. Recent technical indicators for HLT have been bearish and steady, while S&P gives the stock a positive 4 STARS (out of 5) buy rating.

For a bearish hedged play on this stock, I would consider an October bear-call credit spread above the $40 range. HLT has never been above $40 and has shown resistance around $36 recently. This trade could be risky if the company's earnings (due out on July 31) impress, but even if that happens, HLT would have to break through the three tops it has already formed this year between $36 and $38 before this position would be in trouble.

Brent Archer is an options analyst and writer at Investors Observer. DISCLOSURE: Mr. Archer owns and/or controls diversified portfolios of long and short stock and option positions that may include holdings in companies he writes about. At publication time, Brent neither owns nor controls a position in HLT.

Last week, I went on a bit of a rant after learning from The New York Post that General Electric's (NYSE: GE) NBC Networks was considering shelling out $1 million to book Paris Hilton's first post-prison interview. Evidently, the Post was misinformed; late last week, NBC officials denied this claim. Now the other major networks - Walt Disney's (NYSE: DIS) ABC (employer of Hilton family friend Barbara Walters) and CBS Corp.'s (NYSE: CBS) eponymous network have all abandoned thoughts of an interview with the Hilton Hotels (NYSE: HLT) heiress.

A piece in The L.A. Times over the weekend noted that the decision across the 3 major networks came after an "intense jostling" between the "news" divisions for a sit-down with the socialite, who will be released from incarceration sometime today after serving a stint for probation violations related to a drunken-driving charge.

Talking heads with the networks are scrambling to defend the integrity of their organizations. A spokeswoman with NBC noted that "NBC News doesn't pay for interviews, period," while a former senior vice president with the Peacock network's news division implied that no one should benefit financially from a stint in jail.

Time Warner (NYSE: TWX) unit CNN has now reportedly booked Hilton for a sit-down with Larry King, but is offering no compensation. According to a (free) statement offered from behind bars to Ryan Seacrest, Paris now answers to a higher power than money. "I think that God makes everything happen for a reason," she told the entertainment-news correspondent, "and this is my time to figure out what my purpose is in life."

Beth Gaston Moon is an analyst at Schaeffer's Investment Research.

General Electric (NYSE: GE) shareholders, listen up ... you may have a grievance or two for the next shareholder meeting with regard to how certain company divisions are spending their money. Today's New York Post reports that GE unit NBC Network has agreed to shell out up to $1 million for Paris Hilton's first televised interview once she is sprung from her time in the big house. Rumors from within the walls range from Paris finding religion, vowing to never drink and drive again (should she be applauded for deciding to simply follow the law?), and deciding to forgo her "dumb" act for a more mature persona.

The interview (I'm guessing, full of softball questions) will be conducted by Today Show co-host Meredith Vieira (per Paris' request) on the day (reportedly sometime next week) after the Hilton Hotels (NYSE: HLT) heiress is sprung. The Walt Disney Co.'s (NYSE: DIS) ABC Networks was assuming it had the rights to the first post-jail interview because its first lady of journalism, Barbara Walters, has become close with Paris's mom, Kathy, and has even talked to Paris during her incarceration. According to the Post, ABC was evidently the front-runner until NBC's president made a personal appeal to Paris' father.

People, we've got a years-long war going on. Environmental concerns are increasing, the cost of oil is crippling many, the housing market is in shambles. And did I mention the country has hardly been more divided? Why is this famous-for-being-famous vapid girl consuming so much of our nation's time, mental energy, and other resources? Well, I'm writing up this story, knowing people will want to read it, so I just answered my own question (although the bigger question of why Miss Hilton has created this perpetuating cycle of intrigue still remains).

Beth Gaston Moon is an analyst at Schaeffer's Investment Research.

America is a "sue-happy" country. Where else can you sue the dry cleaners for $54 million because they lost your Hickey Freeman pants. You think I am joking; but this is a case of life being stranger than fiction. A Washington DC judge (who in my opinion should know better) is suing a dry cleaners that lost his pair of pants.

For a moment last week my trust in the American legal system began to fail as Paris Hilton, heiress of Hilton Hotels (NYSE: HLT) fortune, spent a heart-wrenching three days in jail before being released by the sheriff for "medical reasons." Then suddenly my faith was restored as the judge sent her back to jail.

Well it didn't last long. It seems this week a pair of lost pants is worth crying over -- and $54 million. I guess America is land of the free and home of too many lawyers. Maybe this is why I respect Vice President Cheney: I mean, we all talk about the problem with lawyers, but at least he shot one.