Are we seeing the return of "merger Monday"? Well, today there is a big deal: Towers, Perrin, Forster & Crosby Inc. and Watson Wyatt Worldwide Inc. (NYSE: WW) have agreed to a $3.5 billion merger (the equity will be split 50-50). The new entity will be called Towers Watson & Co.

These companies are major operators in the benefits-consulting space, which has been under pressure during the recession. So, why not strengthen things with a tie-up?

Analyst Upgrades

• Merriman upgraded Regal Entertainment (NYSE: RGC) to Buy from Neutral as the analyst is less concerned about Q2 box office performance following the Transformers 2 opening weekend.
• Baird upgraded Ball (NYSE: BLL) to Outperform from Neutral and raised its target to $52 from $46 citing cost cutting initiatives, a volume trough in Q1, and expected earnings growth.
• Morgan Stanley upgraded JCPenney (NYSE: JCP) to Overweight from Equal Weight. The firm cites valuation and gross margin opportunity for the upgrade. The firm has a $35 target on shares.
• KB Home (NYSE: KBH) was raised to Neutral from Underperform at Credit Suisse.
• Cognizant (NASDAQ: CTSH) was upgraded to Market Perform from Underperform at Wachovia.
• Lloyds Banking (NYSE: LYG) was upgraded to Conviction Buy from Neutral at Goldman.

Analyst upgrades:

• Bernstein upgraded Merck (NYSE: MRK) to Outperform from Market Perform and raised its target to $30 from $27 citing valuation and its decision to buy Schering-Plough, at what appears to be a reasonable price.
  
• RBC Capital upgraded Palm (NASDAQ: PALM) to Outperform from Sector Perform and raised its target to $12 from $5 as it believes webOS has increased its chances for Smartphone leadership and will increase its attractiveness as an acquisition target.
  
• RW Baird upgraded Alcatel-Lucent (NYSE: ALU) to Outperform from Neutral on valuation as it believes balance sheet risks are overly discounted in the stock, creating a buying opportunity. The firm has a $3 target on shares.
• Express Scripts (NASDAQ: ESRX) was raised to Buy from Hold at Argus.
  
• France Telecom (NYSE: FTE) was upgraded at Morgan Stanley to Equal Weight from Underweight.
  
• Foster Wheeler (NASDAQ: FWLT) was upgraded to Conviction Buy from Neutral at Goldman.

Analyst upgrades:

• Stephens upgraded shares of Ann Taylor (NYSE: ANN) to Overweight from Equal Weight to reflect the company's restructuring program, reductions in inventory and share repurchase program.
  
• AIMCO (NYSE: AIV) was upgraded to Buy from Hold at Deutsche Bank.
  
• UBS upgraded D.R. Horton (NYSE: DHI) to Neutral from Sell.
• Argus believes BigBand Networks (NASDAQ: BBND) is succeeding by adding new customers and driving new business with existing customers. Shares were upgraded to Buy from Hold.
  
• ThinkPanmure expects Capella Education (NASDAQ: CPLA) to attract students at a faster rate in the coming quarters and to improve operating margins. The firm raised shares to Buy from Accumulate and raised its target to $60 from $62.
• Advanced Medical (NYSE:EYE) was lifted to Hold from Underperform at Jefferies.

Analyst downgrades:

By Michael Vodicka, analyst, Zacks Investment Research.

It has been exceptionally challenging this year for many companies to grow their earnings, as a number of factors continue to wreak havoc on normally profitable business models.

Higher energy costs have been squeezing almost every company's margins, none more significantly than the airline and auto industries. Raw materials costs continue to climb as large, developing nations like India and China compete for a limited supply of natural resources.

To make matters worse, the credit markets have locked up, making it very difficult for companies to secure the funding and capital so desperately needed to drive growth.

Help On The Way

But when the going gets tough, these companies know they can call upon a trusted ally to provide shelter from the storm. And that help comes in the form of consultants.

With substantial amounts of financial and reputational stress circulating through the economy, consultants are increasingly being called upon to provide a steady hand. These companies have seen a direct up tick in their business volumes as distressed companies search for methods to cut costs and save face.

MOST NOTEWORTHY: Energy companies, Regulated and Diversified Utilities and Tailsman Energy were today's noteworthy upgrades:

• Bernstein raised its 2008 oil forecast to $92.30/bbl, up 27%, and 2008 natural gas forecast to $8.30/mcf, up 7%. By 2012, the firm expects oil prices to be around $86/bbl and for gas to be $9.2/mcf. The firm upgraded Apache Corp (NYSE: APA) and XTO Energy (NYSE: XTO) to Outperform from Market Perform and EnCana (NYSE: ECA) to Market Perform from Underperform.
  
• Goldman upgraded the Regulated and Diversified Utilities sub-sectors to Attractive from Neutral citing expected economic weakness, positive commodity exposure, and earnings growth. The firm upgraded American Electric Power (NYSE: AEP) to Buy from Neutral.
  
• Citigroup upgraded shares of Tailsman Energy (NYSE: TLM) to Buy from Hold ahead of the company's annual meeting as they believe it will announce a new strategy of low risk resource development on existing acreage and that shares will react positively.

OTHER UPGRADES:

• UBS raised Watson Wyatt (NYSE: WW) to Buy from Neutral.
  
• Jefferies upgraded Clear Channel Outdoors (NYSE: CCO) to Buy from Hold.
  
• Bear upgraded Telecom Italia (NYSE: TI) to Peer Perform from Underperform.

Effective management of corporate human resource programs has always been a job for specialists and many firms look to the consulting arena for help along that line. Among the well-known practitioners of the art is an Arlington, Virginia concern that serves more of the world's 300 largest pension plans than any other consulting firm.

Watson Wyatt Worldwide, Inc. (NYSE:WW) is a global human resources consulting firm. Services include managing the cost and effectiveness of employee benefit programs; developing attraction, retention and reward strategies; advising pension plan sponsors and other institutions on optimal investment strategies; providing strategic and financial advice to insurance and financial services companies; and delivering related technology, outsourcing and data services. Watson Wyatt has 6,300 associates in thirty countries.

The company pleased investors last month, when it reported fiscal Q2 EPS (earnings per share) of 58 cents and revenues of $366.4 million. Analysts had been expecting 47 cents and $349.5 million. Management also guided Q3 EPS to 61-63 cents (65 cent consensus), Q3 revenues to $370-$374 million ($367.18M consensus), FY07 EPS to $2.41-$2.44 ($2.31 consensus) and FY07 revenues to $1.43-$1.46 billion ($1.42B consensus). Banc of America Securities subsequently reiterated its "buy" rating on the stock and boosted its price target to $55. WW shares popped through 50-day moving average resistance on the news and have since been consolidating the gain in a bullish "flag" pattern. Stocks frequently exit flags moving in the same direction they were traveling when they entered them. In this case, that would be to the upside.

Brokers recommend the shares with four "strong buys" and three "holds". The WW P/E ratio (19.59), price to sales ratio (1.44), Price to Book ratio (2.77), Price to Cash Flow ratio (12.79) and EPS growth rate (41.46%) compare favorably with industry, sector and S&P 500 averages.

Institutions hold about 74 percent of the outstanding shares. The stock is one of those used to calculate the S&P 600 SmallCap Index. Over the past 52 weeks, it has traded between $29.69 and $49.43. A stop-loss of $41.25 looks good here if one were to consider getting involved in the stock.

Larry Schutts is a contributing editor for Theflyonthewall.com and the Vice-President of Stockwinners.com.