Analyst Upgrades

• Goodrich (GR) to overweight from neutral at JPMorgan.
• Ford (F) to neutral from underperform and CenterPoint Energy (CNP) to outperform from neutral at Credit Suisse.
• Dollar Financial (DLLR) and Edwards Lifesciences (EW) to buy from hold at Jefferies.
• Alterra Capital (ALTE) to buy from hold at Deutsche Bank.
• Cheesecake Factory (CAKE) and P.F. Chang's (PFCB) to buy from neutral, as well as SunTrust (STI) to neutral from sell, at Janney Capital.
• Arch Capital (ACGL), Axis Capital (AXS), PartnerRe (PRE), Everest Re (RE) and Transatlantic (TRH) to buy from hold, as well as W. R. Berkley (WRB) to hold from sell, at Citigroup.
• Optimer Pharm (OPTR) to buy from neutral at BofA/Merrill.

"Accretive Health (AH) has been a solid performer in our Fast-Track Portfolio, jumping from $13 to nearly $20 in six months," notes Andy Obermueller.

The editor of Fast-Track Millionaire -- who focuses on long-term growth stocks -- explains, "I admit, the company is not very sexy -- helping hospitals maximize their revenue cycle. But what I've been looking at with the company is very alluring indeed.

Analyst Upgrades

• Heico (HEI) to outperform from market perform at FBR Capital.
• Eaton (ETN), Silgan Holdings (SLGN), MYR Group (MYRG) and Shaw Group (SHAW) to outperform from neutral at RW Baird.
• Infosys (INFY) to buy from Neutral at Nomura.
• Isle of Capri (ISLE) to buy from neutral at Merriman.
• NovaGold (NG) to sector perform from underperform at RBC Capital.
• CarMax (KMX) and Rockwell Collins (COL) to outperform from neutral at Credit Suisse.
• DHT Holdings (DHT) to overweight from neutral at JPMorgan.
• Cabot Oil & Gas (COG) to overweight from underweight at Morgan Stanley.

Analyst Upgrades

• Goldman upgraded Eaton (ETN) to conviction buy from neutral.
• AECOM Technology (ACM) was upgraded to outperform from neutral at Macquarie.
• Piper Jaffray upgraded Hologic (HOLX), Gen-Probe (GPRO) and Qiagen (QGEN) to overweight from neutral.
• GeoMet (GMET) was upgraded to accumulate from neutral at Global Hunter.
• Accretive Health (AH) was upgraded to outperform from neutral at RW Baird.
• Morgan Stanley upgraded Reinsurance Group (RGA) to overweight from equal weight.
• BofA/Merrill upgraded Clearwire (CLWR) to neutral from underperform.

Analyst Upgrades

• JPMorgan upgraded AstraZeneca (AZN) to neutral from underweight after the company's U.S. Crestor patent was ruled valid. The firm believes the ruling could lead to AstraZeneca announcing a sizeable share buyback program. AstraZeneca was also upgraded to buy from neutral at BofA/Merrill and to hold from underperform at Jefferies.
• Deutsche Bank upgraded Peabody Energy (BTU) to buy from hold, citing valuation and attractive fundamentals in the coal sector. The firm has a $57.50 price target for shares, and also maintains buy ratings on Arch Coal (ACI) and Alpha Natural (ANR).
• Oppenheimer upgraded NextEra Energy (NEE) to outperform from perform, citing valuation and an improving regulation outlook in Florida. The firm maintains a $55 price target for shares.
• Eaton Vance (EV) was upgraded to buy from neutral at BofA/Merrill.
• Dynamex (DDMX) was upgraded to overweight from equal weight at Stephens.
• Soleil upgraded RPM (RPM) to buy from gradually accumulate.

Analyst Upgrades

• FBR Capital upgraded Noble Corporation (NE) to outperform from market perform as it finds the company's acquisition of Frontier Drilling as smart and strategic. The firm upped its target price for shares to $42 from $36.
• Citigroup upgraded Ameriprise (AMP) to buy from hold, citing potential margin expansion from the Columbia acquisition. The firm maintains a $50 price target for shares.
• Thomas Weisel upgraded Jabil Circuit (JBL) to overweight from market weight, citing valuation and the company's growth prospects. The firm raised its target for shares to $20 from $18.
• Blackrock (BLK) was upgraded to outperform from market perform at Keefe Bruyette.
• Disney (DIS) and News Corp (NWS) were upgraded to buy from neutral at Goldman.
• Portland General Electric (POR) was upgraded to neutral from underperform at BofA/Merrill.

On Thursday, the United States approved the $4.1 billion takeover of Armor Holdings Inc (NYSE: AH) by BAE Systems PLC (OTC: BAESY). Sources speculated the deal could come under intense scrutiny by the U.S. Department of Justice and Congress after BAE was accused of bribery, paying money to a Saudi prince as part of a 1980s arms deal.

After a standard 30-day review, the Committee on Foreign Investment said they found "no issues of national security to warrant an investigation." The proposed takeover is currently under antitrust review by the DoJ, who is still considering an investigation into whether BAE violated anti-bribery laws.

Some sources thought a deal may not have been a certainty, as the U.S. government has been increasingly tough on approving foreign transactions following last year's controversy surrounding Dubai Ports World's failed takeover of five U.S. port terminals.

MOST NOTEWORTHY: Today's most noteworthy downgrades included Armor Holdings, Inc (AH), Alcan Inc (AL), Advance Auto Parts, Inc (AAP) and Reuters Group PLC (RTRSY):

• Armor Holdings Inc (NYSE: AH) was downgraded to Neutral from Overweight at JP Morgan based on the news that the company will be sold to BAE Systems PLC (BAESY) for $88 a share in cash. The firm expects the deal to close with no higher offers. Bear Stearns cut Armor Holdings to Peer Perform from Outperform and Friedman Billings cut shares of the vehicle armorer to Market Perform from Outperform.

• Alcan Inc (NYSE: AL) was cut to Neutral from Buy at Bank of America and DA Davidson following the Alcoa (AA) bid.

• Baird cut Advance Auto Parts (NYSE: AAP) to Neutral from Outperform following CEO Michael Coppola's resignation. Kevin Dann downgraded Advance to Hold from Buy to reflect an increased level of uncertainty following Mr. Coppola's departure.

• Lehman Brothers downgraded Reuters Group (NASDAQ: RTRSY) to Equal Weight from Overweight pending further information on the Thompson Corp (TOC) bid; Credit Suisse cut shares to Neutral from Outperform and Deutsche Bank cut shares to Hold from Buy.

OTHER DOWNGRADES:

• Matrix downgraded UST Inc (NYSE: UST) to Sell from Hold.

• Needham cut Entegris, Inc (NASDAQ: ENTG) to Hold from Buy.

• UBS downgraded shares of Golden Star Resources (AMEX: GSS) to Reduce from Neutral.

• Wachovia cut Rowan Cos (NYSE: RDC) to Market Perform from Outperform.

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

MOST NOTEWORTHY: Microsoft (MSFT), Career Education Corp (CECO), Verizon Communications (VZ), Transocean Inc (RIG) and GlobalSanteFe Corp (GSF) were some of today's notable downgrades:

• Davenport cut shares of Microsoft (NASDAQ: MSFT) to Neutral from Buy citing concerns of a potential Yahoo! (YHOO) acquisition, which would significantly dilute earnings.

• Gabelli downgraded shares of Career Education (NASDAQ: CECO) to Hold from Buy as the firm believes turnaround efforts at the University segment are not gaining traction.

• Raymond James cut Verizon Communications (NYSE: VZ) to Underperform from Market Perform.

• With the greater dependence on midwater floaters, AG Edwards believes Transocean Inc (NYSE: RIG) now has a more balanced risk/reward and cut shares to Hold from Buy.

• AG Edwards also cut GlobalSanteFe (NYSE: GSF) to Hold from Buy based on the company's greater dependence on international jackups and balanced risk/reward.

OTHER DOWNGRADES:

• Keefe Bruyette downgraded LandAmerica Financial Group, Inc (NYSE: LFG) to Market Perform from Outperform on valuation.

• JP Morgan downgraded Westwood One (NYSE: WON) to Underweight from Neutral.

• Linear Technology Corp (NASDAQ: LLTC) was downgraded to Underweight from Neutral at Prudential.

• Matrix USA downgraded shares of Armor Holdings, Inc (NYSE: AH) to Buy from Strong Buy.

• Matrix downgraded Amazon.com (NASDAQ: AMZN) to Sell from Hold.

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

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.

OTHER PAPERS:

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

WEBSITES:

• 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.

Pogo Producing Co. (NASDAQ: PPP) volatility and share price spike on strategic alternatives.

• PPP is engaged in oil and gas exploration, development, acquisition and production activities.
  
• PPP announced in its earnings release on 4/24 "that its strategic alternatives process, which includes the possible sale or merger of PPP, the sale of its Canadian or other significant assets, and changes to the company's business plan, is ongoing."
  
• PPP is recently up $3.92 to $52.47. PPP call option volume of 2,746 contracts compares to put volume of 1,090 contracts. PPP May option implied volatility of 40 is above its 26-week average of 30 according to Track Data, suggesting larger price risks.

Armor Holdings (NYSE: AH) implied volatility suggests Flat risk as AH at record High

• AH, a manufacturer of tactical wheeled vehicles, has a market cap $2.5 billion with long-term debt of $419 million.
  
• AH reported 2006 annual revenue of $2.3 billion. AH is recently up $1.31 to $73.39.
  
• AH overall option implied volatility of 29 is near its 26-week average according to Track Data, suggesting non-directional risk.

Option volume leaders today are: Symantec Corp. (NASDAQ: SYMC), Cisco Systems, Inc. (NASDAQ: CSCO), Dendreon Corp. (NASDAQ: DNDN) and IBM (NYSE: IBM).

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

MOST NOTEWORTHY: CKE Restaurants. Inc (CKR), Texas Instruments Inc (TXN), SurModics, Inc (SRDX), Nokia Corp (NOK) and DirecTV Group, Inc (DTV) were today's notable initiations:

• Wedbush initiated CKE Restaurants (NYSE: CKR) with a Buy rating and $25 target.

• Wachovia resumed coverage of Texas Instruments Inc (NYSE: TXN) with an Outperform rating, as the firm believes that TXN's fundamentals have bottomed and the valuation is attractive.

• SurModics Inc (NASDAQ: SRDX) was initiated with an Underperform rating and $28 target at Piper Jaffray. Piper doesn't see a near-term catalyst to move shares higher given a lack of visibility regarding new licenses.

• Nokia (NYSE: NOK) was initiated at Nollenberger with a Neutral rating.

• HSBC started DirecTV (NYSE: DTV) with an Underweight rating and $21 target.

OTHER INITIATIONS:

• Stanford initiated Armor Holdings, Inc (NYSE: AH) with a Buy rating and $80 target.

• Wedbush initiated Jack in the Box Inc (NYSE: JBX) with a Hold rating and $68 target, citing the company's operational improvements and benefits from ongoing refranchising and share repurchases are fully reflected in the stock price.

• Canadian Pacific Railway Ltd (NYSE: CP) was initiated with a Sector Performer rating at CIBC.

• Stifel initiated Medical Properties Trust, Inc (NYSE: MPW) with a Hold rating.

• Bear Stearns initiated Teva Pharmaceutical Industries Ltd (NASDAQ: TEVA) with a Peer Perform rating.

• Thomas Wiesel initiated shares of Cepheid (NASDAQ: CPHD) and Luninex Corp (NASDAQ: LMNX) with Overweight ratings.

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

MOST NOTEWORTHY: Armor Holdings and Cheesecake Factory were the most notable upgrades this morning.

• Lehman Brothers upgraded Armor Holdings (NYSE: AH) to Overweight from Equal Weight, following details of the President's $100B 2007 defense budget supplemental.

• Raymond James upgraded Cheesecake Factory (NASDAQ: CAKE) to Outperform from Market Perform following the company's better than expected forth quarter comps and revenues.

OTHER UPGRADES:

• Shares of Novel Inc (NASDAQ: NOVL) were upgraded to Outperform from Market Perform by JMP Securities; the firm said Novell's release of Open Enterprise Server 2 may help stop declines in the combined Netware/OES product lines.

• Jefferies upgraded shares of Endo Pharmaceuticals Hlds (NASDAQ: ENDP) to Buy from Hold, with a $35 target, to reflect improving Opana prescriptions and the resolution of the Penwest dispute, which the broker believes removes uncertainty and adds earnings visibility.

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

Cramer said that Don Rumsfeld has capitulated and essentially allows the Army to buy whatever it wants now. In his search for a new defense stock, Cramer was discussing the upcoming SAIC IPO, which is to debut this week under the "SAI" ticker.

SAIC, Cramer said, is the government-IT and has 89% of its business from our government. It will be the lead systems integrator for the advanced combat systems and also is an IT supplier to NASA.

Cramer then discussed where to buy it. He said SAIC is expected to come public at $13.00 to $15.00, and he thinks that even at $15.00 it is still too cheap compared to other defense contractor multiples. According to Cramer, SAIC is in a league of its own and deserves a 20 P/E like the other defense contractors rather than a 15 P/E. He said investors should be buyers of SAIC up to $20.00 to $22.00.

As for another defense contractor, Cramer said he'd stay away from Armor Holdings Inc. (NYSE: AH) after its warning last week.

Jon Ogg is a partner in 24.7 Wall St, LLC; he does not own securities in the companies he covers.