TheStreet.com's Jim Cramer believes we'll get a selloff, but is mindful that stocks tend to come back.

Anyone approaching the month of September long will feel pressured to sell given the history of the month. We all know that September's been brutal for years in markets that are up, and we know that everyone's expecting bad things to come in. We have now read a gazillion articles about how it is impossible to have a real rally based on earnings with no sales, and each article sounds incredibly compelling.

Of course, you could have written the same article for the last 3,000 points, but that's OK too.

TheStreet.com's Jim Cramer says in the wake of an upgrade, FCX has to do a big equity offering.

What will Richard Adkerson do? I can tell you what the CEO of Freeport-McMoRan (NYSE: FCX) (Cramer's Take) ought to do in the wake of the Bank of America-Merrill Lynch upgrade to buy from sell. He ought to do the biggest darned equity offering in history.

I like Richard. He's candid, he's a great copper man, but he spent too much at the high on Phelps Dodge and wasn't prepared when copper prices plummeted as his balance sheet's simply not so hot. So he had to cut his dividend at the bottom, literally at the exact bottom.

Analyst upgrades:

• Friedman Billings upgraded Synovus (NYSE: SNV) to Market Perform from Underperform on valuation following the recent weakness. BASF (OTC: BASFY) and Akzo Nobel (OTC: AKZOY) were upgraded to Buy from Neutral at UBS on valuation and believes cash flows can cover the company's dividend.
• JP Morgan upgraded H.B. Fuller (NYSE: FUL) to Overweight from Neutral citing benefits from lower raw material costs.
• CA, Inc (NASDAQ: CA) was added to Goldman's Conviction Buy List.
• Goldman removed Boeing (NYSE: BA) from the Conviction Sell List.
• WABCO Holdings (NYSE: WBC) was upgraded to Buy from Hold at KeyBanc.

Analyst downgrades:

• Oppenheimer downgraded Giant Interactive (NYSE: GA) to Perform from Outperform following the company's Q3 results as they believe a recovery of revenue from ZT Online will take longer than expected.
• Friedman Billings cut Walter Industries (NYSE: WLT) to Market Perform from Outperform as they believe the decline in steel demand will pressure met coal prices. The company's target was lowered to $30 from $53.
• Citigroup downgraded shares of Atlas Pipeline (NYSE: AHD) Holdings to Sell from Hold as they believe the company could potentially be in violation of its debt covenants as early as Q1. The company's target was lowered to $4 from $31.
• Oracle (NASDAQ: ORCL) was removed from Goldman's Conviction Buy List.
• Dover (NYSE: DOV) and Emerson Electric (NYSE: EMR) were downgraded to Underweight from Neutral at JP Morgan.

Analyst initiations:

MOST NOTEWORTHY: Mortgage Insurers, Thoratec Laboratories and Callaway Golf were today's noteworthy initiations:

• Keefe Bruyette resumed coverage of Old Republic (NYSE:ORI), MGIC Investment (NYSE:MTG), PMI Group (NYSE:PMI) and Radian (NYSE:RDN) with Market Perform ratings and a $16 target, $13 target, $7 target and $6.50 target, respectively, as they expect increased capital needs to generate operational headwinds in the near-term.
  
• JMP Securities expects FDA approval of Thoratec's (NASDAQ:THOR) next generation HeartMate II VAD any day now and for the company to meet/beat 2008 sales guidance. Shares were started with an Outperform rating and $20 target.
  
• Callaway Golf (NYSE:ELY) was assumed at Stephens with an Overweight rating and $19 target. The firm is positive on Callaway's leadership position, strong balance sheet, new products and international opportunity.

OTHER INITIATIONS:

• Kaufman Bros. initiated Bancscares of Florida (NASDAQ:BOFL) with a Buy rating and $15.50 target.
  
• Raymond James started Dialysis Corp of America (NASDAQ:DCAI) with a Strong Buy rating and $9 target.
  
• Intuitive Surgical (NASDAQ:ISRG) was initiated at Lazard with a Buy rating and $420 target.

TheStreet.com's Jim Cramer says we were due for a pullback, and he'll be buying it.

Don't freak out when you get what you wish for. That's what people are doing. They are selling the market after the Fed has done exactly the right thing and they are selling it because of the reasons it is cutting: subprime, MBIA (NYSE: MBI) (Cramer's Take), Radian (NYSE: RDN) (Cramer's Take), Ambac (NYSE: ABK) (Cramer's Take), etc, and Wilbur Ross ain't gonna save us.

It's always been the Gang of Four, always, plus Radian, that defines the issue. They are the ones that can't let us get closure because they are the ones on the other side of so many positions that are still marked too high. You saw when you went over Merrill Lynch (NYSE: MER)'s (Cramer's Take) quarter that when insurance goes bad -- as it did for an insurer Merrill used -- you need to take a 100% writedown. Bank of America (NYSE: BAC) (Cramer's Take) and Wachovia (NYSE: WB) (Cramer's Take) address this possibility in their calls, so if you match what they say with what John Thain said, you can sense the big exposure here. It is one of the reasons why I don't understand the insider buying at E*Trade (NASDAQ: ETFC) (Cramer's Take), as they have a ton of this exposure.

Last March I suggested that mortgage insurance companies such as MGIC Investment Corp. (NYSE: MTG) might be in some peril. Since then, MTG stock has lost 76% of its value.

Back then, MGIC had negotiated a merger with Radian Group Inc. (NYSE: RDN) but that deal fell apart in September. Both mortgage insurers were on the hook if mortgagees ended up not making their payments. But mortgage insurers hoped they would be able to argue that they didn't have to pay if they could prove there was mortgage fraud.

Last March I hesitated to recommend shorting MGIC since it was generating cash and had ample capital. But since then its credit rating has been downgraded, which makes it hard for it to position itself as an insurer. This after it restructured a subprime-mortgage joint venture without a bankruptcy filing, amid news that it received a request from the SEC to provide information related to the joint venture.

With its stock down 11% today and a 24.2% short interest, it's clear that investors see blood in MGIC's water.

Peter Cohan is president of Peter S. Cohan & Associates. He also teaches management at Babson College and edits The Cohan Letter. He has no financial interest in the securities mentioned.

MOST NOTEWORTHY: Certain mortgage lenders and Starbucks were today's noteworthy downgrades:

• Citigroup downgraded certain mortgage lenders and consumer credit companies, including Countrywide Financial (NYSE: CFC) and MGIC Investment (NYSE: MTG) to Hold from Buy and Radian Group (NYSE: RDN) and Capital One (NYSE: COF) to Sell from Hold, as they believe mortgage and other consumer-related credit challenges will impact share performance over the intermediate term.
  
• Starbucks (NASDAQ: SBUX) was downgraded to Sector Perform from Outperform at RBC Capital, as they believe Starbucks will continue to be pressured given sales weakness, EPS risk and return compression.

OTHER DOWNGRADES:

• Caterpillar (NYSE: CAT) was downgraded to Underweight from Equal Weight at Morgan Stanley.
  
• JP Morgan lowered its rating on Westpac Banking (NYSE: WBK) to Neutral from Overweight.
  
• CIBC downgraded UBS AG (NYSE: UBS) to Sector Underperform from Sector Perform.

TheStreet.com's Jim Cramer says that when every major financial institution is insolvent, none of them will be insolvent -- and reminds you that insolvency is not bankruptcy.

When everyone is insolvent, no one is insolvent.

If you took all of the loans in the SIVs and the CDOs and you looked where they really reside, if you look at where all the second-liens reside, if you opened up the books to everything, what you would see is massive insolvency across the board.

And I am telling you to forget about it. When everyone is insolvent, no one is insolvent. Do you really think it matters? Do you think at this point that the government is going to let Fannie Mae (NYSE: FNM) (Cramer's Take) and Freddie Mac (NYSE: FRE) (Cramer's Take) fail? You think it has that choice? Can the monolines be left to fail? I don't even know if they will let Radian (NYSE: RDN) (Cramer's Take) fail, that's how dicey everything is.

TheStreet.com's Jim Cramer says most people -- including the Fed governors -- haven't spotted this market Achilles heel.

Round up the usual suspects: Radian (NYSE: RDN) (Cramer's Take) - MBIA (NYSE: MBI) (Cramer's Take) - MGIC (NYSE: MTG) (Cramer's Take) - Ambac (NYSE: ABK) (Cramer's Take) - PMI (NYSE: PMI) (Cramer's Take).

Throw in walking dead ACA Capital (NYSE: ACA) (Cramer's Take) and Security Capital (NYSE: SCA) (Cramer's Take), and I think you produce what is really wrong with this market.

Anybody who takes even a casual look at the October delinquencies knows that these companies are going to be severely capital-challenged. Meanwhile, value guys like Third Avenue Management (Radian) and fellow travelers (Old Republic and PMI) make Pyrrhic stands and engender short squeezes that are mistakenly not used to recapitalize. And outfits from E*Trade (NASDAQ: ETFC) (Cramer's Take) to Fannie Mae (NYSE: FNM) (Cramer's Take) are left holding the bag on this stuff.

MOST NOTEWORTHY: Obagi Medical, Medical, Microsemi, Marathon Oil and Encore Energy were today's noteworthy initiations:

• Obagi Medical Products (NASDAQ: OMPI) was initiated with a Positive rating at Susquehanna, as they like Obagi's growth opportunity in the aesthetics-dermatology market and views the company as an interesting take-out target for a larger specialty pharmaceutical company.
  
• Montgomery believes Microsemi Corporation's (NASDAQ: MSCC) core business is on track and gaining momentum based on leverage in both high-reliability and high-performance analog. The firm started shares with a Buy rating and $34 target.
  
• Goldman initiated Marathon Oil Corporation (NYSE: MRO) with a Buy rating and $72 target, as they view Marathon as most favorably leveraged refining company and would use seasonal weakness in refining margins as a buying opportunity.
  
• RBC Capital sees a large opportunity for Encore Energy Parners (NYSE: ENP) to grow its reserves from internal negotiated transactions from its parent, Encore Acquisition Companies (NYSE: EAC), starting shares off with an Outperform rating and $26 target.

OTHER INITIATIONS:

• BMO Capital initiated DCT Industrial Trust (NYSE: DCT) with a Market Perform rating.
  
• Lehman started shares of Darden Restaurants (NYSE: DRI) with an Overweight rating and $52 target.
  
• The firm also reinstated Radian Group (NYSE: RDN) and MGIC Investment Corporation (NYSE: MTG) with Underweight ratings.

MOST NOTEWORTHY: Radian Group (RDN), Heelys (HLYS), Sonus Networks (SONS), Leap Wireless (LEAP) and MetroPCS (PCS) were today's noteworthy downgrades:

• Radian Group (NYSE: RDN) was downgraded to Hold from Buy with a $23 target at Citigroup on concerns over the company's potential merger with MGIC Investment (MTG).

• Heelys (NASDAQ: HLYS) was downgraded to Neutral from Outperform at Baird, to Hold from Buy at Brean Murray, to Neutral from Overweight at JP Morgan, to Sector Performer from Outperformer at CIBC and to Market Perform from Outperform at Wachovia following the company's FY07 guidance which was well below the consensus.

• Sonus Networks (NASDAQ: SONS) was downgraded to Sell from Neutral at Merriman, as the firm believes there are a number of concerns that are not reflected in shares, including a flat N-T revenue outlook, a cut in 700bp in gross margins and a sharp uptick in receivable days, among other things.

• LeapWireless (NASDAQ: LEAP) and MetroPCS were both downgraded to Hold from Buy at Citigroup, as they believe the break in subscriber momentum will last for 6-9 months. Wachovia downgraded Leap Wireless to Market Perform from Outperform citing mixed Q2 results and weak Q3 guidance.

OTHER DOWNGRADES:

• UBS removed Coca-Cola (NYSE: KO) and Coach (NYSE: COH) from its Strategic Stock Selection List.

• Jones Apparel (NYSE: JNY) was downgraded to Sell from Neutral at Merrill Lynch.

• CBRE Realty (NYSE: CBF) and Dick's Sporting Goods (NYSE: DKS) were downgraded to Hold from Buy at Citigroup.

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

MGIC Investment Corp (NYSE: MTG) and Radian Group Inc (NYSE: RDN), the two mortgage insurance companies that are set to merge, announced last night that one of the cash cow partnerships that was to be used to give a boat load of cash to shareholders is not much of a cash cow anymore.

C-Bass, a partnership owned by both MGIC and Radian, "has been materially impaired," MGIC announced last night. Back in the Spring, when MGIC and Radian announced they were going to merge, management said the massive amount of cash in C-Bass, along with a second co-owned partnership called Sherman, was to be given back to shareholders. Total consideration was estimated between $1.75 to $2.0 billion. Well, I guess that is not going to happen.

MGIC said the $516 million in book value as of the end of June could be completely wiped out. I have not seen any news on the Sherman partnership as of yet. C-BASS is principally engaged in the business of investing in the credit risk of subprime single-family residential mortgages.

The MGIC and the Radian transaction is a classic example that investors should always be skeptical of management in any company, even when they are generally as well-respected as MGICs.

However, when companies merge in an industry where the fundamentals are rolling over, as is the case in the mortgage business, it is often best to stay away. Do not bottom fish in this sector yet, there is likely much more bad news to come.

MOST NOTEWORTHY: Some of today's more notable upgrades include Nokia Corp (NOK), SanDisk Corp (SNDK), RealNetworks, Inc (RNWK) and Vertex Pharmaceuticals Inc (VRTX):

• Oppenheimer upgraded shares of Nokia Corp (NYSE: NOK) to Buy from Hold citing increased emerging markets demand, valuation, and expectations for upcoming N76 and Barracuda.

• Oppenheimer also upgraded SanDisk Corp (NASDAQ: SNDK) to Buy from Neutral with a $50 target, as the firm believes the worst of seasonal price declines has occurred and that 2007 Samsung royalty revenues appear intact.

• Goldman Sachs upgraded shares of RealNetworks Inc (NASDAQ: RNWK) to Neutral from Sell, citing valuation.

• Vertex Pharma Inc (NASDAQ: VRTX) was upgraded to Neutral from Sell at Bank of America, citing valuation.

OTHER UPGRADES:

• American Technology added Cephalon, Inc (NASDAQ: CEPH) to its Focus List as the firm believes the recent pullback provides a buying opportunity. The brokerage believes it sees a significant near-term catalyst with Nuvigil's PDUFA date of March 31, 2007.

• Lehman upgraded Xilinx, Inc (NASDAQ: XLNX) to Overweight from Equal-Weight. Goldman upgraded Amdocs Ltd (DOX) to Buy from Neutral with a $41 target; the firm expects Amdocs to benefit from the health 2007 telco fundamentals.

• UBS upgraded J.C. Penney Company (NYSE: JCP) to Buy from Neutral on valuation.

• Citigroup upgraded shares of Radian Group Inc (RDN) in conjunction with their upgrade of MGIC Investment Corp (MTG), to Buy from Hold, to reflect the planned merger.

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