Monday, April 21

• Mattel (NYSE:MAT) to report Q1 earnings; conference call at 8:30am.
• Halliburton (NYSE:HAL) reports Q1 earnings; conference call at 9:00am.
• Bank of America (NYSE:BAC) to report Q1 earnings; conference call at 9:30am.
• Toronto-Dominion (NYSE:TD) t o hold conference call about the acquisition of Commerce Bancorp (CBH) at 11:00am.

Tuesday, April 22

• Wyeth (NYSE:WYE) to report Q1 earnings; conference call at 8:00am.
• The Federal Reserve to host a meeting regarding the Countrywide Financial (NYSE:CFC) takeover by Bank of America at 9:30am.
• AT&T (NYSE:T) to report Q1 earnings; conference call at 10:00am.
• Lockheed Martin (NYSE:LMT) to report Q1 earnings; conference call at 11:00am.
• Yahoo (NASDAQ:YHOO) to report Q1 earnings; conference call at 5:00pm.

Wednesday, April 23

• Biovail (NYSE:BVF) PDUFA date for NDA of BVF-033 for the treatment of depression.
• UPS (NYSE:UPS) to report quarterly earnings; conference call at 8:30am.
• General Motors (NYSE:) to hold conference call on 1Q08 global sales at 9:00am.
• Delta (NYSE:DAL) to report Q1 earnings; conference call at 10:00am.
• Amazon.com (NASDAQ:AMZN) to report Q1 earnings; conference call at 5:00pm.

Thursday, April 24

• Hershey (NYSE:HSY) to report Q1 earnings; conference call at 8:30am.
• Microsoft (NASDAQ:MSFT) to report Q3 earnings; conference call at 5:30pm.

Friday, April 25

• Wendy's (NYSE:WEN) to report Q1 earnings; conference call at 9:00am.

TheStreet.com's Jim Cramer says the poor outlook for this economy has stemmed the flood of takeovers from abroad we'd normally see in this kind of market.

Where are the Europeans? Where are the Asians? Where are the Middle Easterners? Are they all cowed into not buying our companies despite the decline in the dollar?

Consider that there have been only two deals above $10 billion this year: AstraZeneca (NYSE: AZN) (Cramer's Take), which bought Medimmune for $15 billion, and Saudi Basic Industries, which purchased GE Plastics for $12 billion. No one has taken advantage of the astounding decline in the U.S. dollar to buy up enterprises.

Take two that seem absurdly low: Whirlpool (NYSE: WHR) (Cramer's Take) and Black & Decker (NYSE: BDK) (Cramer's Take). Both companies have bought in an immense amount of stock. Both companies now trade at $5 billion in value. Give them a 25% haircut and you can see how much these name-brand companies are marked down.

But nobody cares.

MOST NOTEWORTHY: Toronto Dominion, Cytec Industries, Ceragon Networks, Micron and Navteq were today's noteworthy downgrades:

• CIBC downgraded shares of Toronto Dominion (NYSE: TD) to Sector Performer from Outperformer following the Commerce Bancorp (NYSE: CBH) acquisition, as they see integration risks and believes the deal will limit the company's ability to buyback stock.
  
• Cytec Industries (NYSE: CYT) was downgraded to Hold from Buy at Jefferies, as they believe near-term risks to demand and margins could bring a better entry point by 1H08. Target lowered to $75 from $79.
  
• Collins Stewart downgraded shares of Ceragon Networks (NASDAQ: CRNT) to Underperform from Buy on valuation and uncertainties surrounding the stock, which include the NEC infringement issue and increased competition.
  
• Micron Technology (NYSE: MU) was downgraded to Accumulate from Buy at ThinkEquity. The firm is cautious on the sustainability of PC related demand and questions component order levels relative to PC sell through.
  
• Banc of America downgraded shares of Navteq Corporation (NYSE: NVT) to Neutral from Buy following Nokia's (NOK) proposed buyout.

OTHER DOWNGRADES:

• JP Morgan downgraded Companhia Vale do Rio Doce (NYSE: RIO) to Neutral from Overweight.
  
• Goldman removed Johnson Controls (NYSE: JCI) from its Conviction Buy List.
  
• Citigroup downgraded GameStop Corp (NYSE: GME) to Hold from Buy.
  
• Friedman Billings downgraded Brookfield Asset Management (NYSE: BAM) to Neutral from Outperform.

U.S. stock futures are indicating this morning that the markets may continue yesterday's rally and start the session higher. After the Dow Jones Industrial Average closed at a record high yesterday, this morning investors will focus on housing and car and truck sales.

Yesterday, the start of the fourth quarter, U.S. stocks rallied with the Dow reaching record highs, on hopes of future rate cuts. Huge write downs announced by banks also helped sentiment as many were hoping these mean the credit crisis is coming under control and being dealt with. The Dow industrials gained nearly 192 points to close at a new record 14,0857, having hit an intraday high of 14,115. This 1.38% climb was matched by the Nasdaq Composite and the S&P 500 with 1.46% and 1.33% respective advances of their own.

Only August pending U.S. home sales will be released today at 10:00 a.m. and sales are expected to show a further decline.
Car makers will report September car and truck sales with Honda the only manufacturer expected to show year-over-year gains, according to MarketWatch, but the overall industry is starting to stabilize after car makers experienced a tough summer in the showrooms due to the sluggish economic climate. According to the average estimates of seven analysts in a Bloomberg survey, however, Ford Motor Co. (NYSE: F) and Chrysler are expected to post 15% and 5.9% declines in September U.S. sales and GM (NYSE: GM) a 3% increase.

Overseas, Asian markets rose to record highs with Hong Kong's Hang Seng Index closing above 28,000 points for the first time, Australia, Singapore, and Indonesia also reaching records. European stocks continued their advance today for the second day in a row, boosted by gains from the banking sector and solid results from British supermarket giant Tesco.

Palm Inc. (NASDAQ: PALM) shares fell nearly 5% in after-hours trading yesterday after the company reported a a small loss in its fiscal first quarter and forecast lower-than-expected results for the current quarter. As Palm continues to struggle, rivals Apple and RIM's performance has been phenomenal. In the quarter Palm sold 689,000 Treos, up 21% from the year-ago period. It lost $841,000, or a penny per share, in the first quarter on revenue that rose to $360.8 million, 1% above the year-ago period. Excluding charges, Palm would have earned $9.7 million, or 9 cents per share, beating analysts expectations. But Palm also issued a weak outlook.

TD Bank Financial Group (NYSE: TD) said it will acquire Commerce Bancorp Inc. (NYSE: CBH) in a stock-and-cash deal valued at $8.5 billion.

Yahoo Inc. (NYSE: YHOO), in yet another attempt to gain back some market share from rival Google Inc. (NASDAQ: GOOG) in internet search, has retooled its online search engine to make it more helpful and engaging.

MOST NOTEWORTHY: Tompkins plc (TKS), Commerce Bancorp (CBH), Tribune Co (TRB) and Progressive Gaming International Corp (PGIC) were today's noteworthy upgrades:

• Merrill Lynch upgraded shares of Tompkins plc (NYSE: TKS) to Neutral from Sell on valuation as they believe the company's exposure to the weak U.S. residential and automotive markets is priced into shares.

• RBC Capital raised Commerce Bancorp (NYSE: CBH) to Sector performer from Underperformer. They view the terms of the consent order as a positive and believe the company will now consider a sale given the resignation of CEO Vernon Hill. Keefe Bruyette also upgraded shares of Commerce to Market Perform from Underperform.

• Deutsche Bank upgraded Tribune Co (NYSE: TRB) to Buy from Hold as they believe the going-private transaction will be completed.

• ThinkEquity upgraded Progressive Gaming (NASDAQ: PGIC) to Buy from Accumulate following a recent trip to Macau and marketing meetings with management that reinforced their confidence in the company's long-term viability and strong market positioning...

OTHER UPGRADES:

• Goldman upgraded Costco Wholesale Corp (NASDAQ: COST) to Buy from Neutral.

• Wachovia raised The McClatchy Co (NYSE: MNI) to Outperform from Market Perform.

• InterOil Corp (AMEX: IOC) was upgraded to Strong Buy from Outperform at Raymond James.

• JP Morgan added Las Vegas Sands (NYSE: LVS) to its Focus List.

• Banc of America added Archer Daniels Midland Co (NYSE: ADM) to Buy from Neutral.

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

MOST NOTEWORTHY: The Entertainment Sector was the most notable downgrade today, made by Bank of America.

• The Entertainment Sector was downgraded to Market Weight from Overweight from Bank of America, citing valuation, given less upside to their targets. Bank of America did not make any changes to their individual stock ratings and kept News Corp (NYSE: NWS) as their Focus Stock.

OTHER DOWNGRADES:

• Deutsche Bank downgraded Level 3 Communications (NASDAQ: LVLT) to Sell from Hold, citing valuation. The firm recommended investors swap into Time Warner Telecom (NASDAQ: TWTC) instead.

• Prudential downgraded shares of Caremark RX (NYSE: CMX) to Neutral from Overweight. The firm doesn't believe the offer by CVS Corp (NYSE: CVS) for a $2 special dividend and the promise to repurchase 150M shares by the new company benefits Caremark RX shareholders as much as a simple increase in shares or cash from CVS would have.

• Matrix USA downgraded Worthington Industries (NYSE: WOR) to Sell from Hold, citing the slowing demand for steel processing and metal framing.

• CIBC downgraded shares of Commerce Bancorp (NYSE: CBH) to Sector Performer from Outperformer on increased regulatory uncertainty following the company's announcement that it is being investigated by the Office of the Comptroller of the Currency.

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

MAJOR PAPERS:

• The Wall Street Journal (subscription required) highlighted the possibility of a merger between XM Satellite Radio (NASDAQ: XMSR) and Sirius Satellite Radio (NASDAQ: SIRI).
• XM Satellite Radio has softened its stance about a possible deal with Sirius Satellite Radio, but any deal between the companies would face obstacles from the FCC.
• Starbucks Corp (NASDAQ: SBUX) rival Dunkin' Donuts plans to open its first store in Taiwan today as part of a regional push into mainland China. Starbucks also has expansion plans for China.
• Commerce Bancorp (NYSE: CBH) is under federal investigation by the Office of the Comptroller of the Currency, in conjunction with the Federal Reserve, due to the company's transactions with bank insiders.
  
• The Financial Times (subscription required) wrote that handset maker Sony Ericsson (NYSE: SNE, NASDAQ: ERIC) moved closed to pushing aside Samsung for third place in market share behind Nokia Corp (NYSE: NOK) and Motorola, Inc (NYSE: MOT); last year it overtook LG Electronics.
  

OTHER PAPERS:

• The New York Times reported that the Chief Independent Investigator has found that a top Interior Department official was told nearly three years ago of a "legal blunder" that allowed drilling companies to avoid billions of dollars in payments for oil and gas pumped from publicly owned waters.
• The Toronto Sun reported rumors that Apple Inc (NASDAQ: AAPL) is working to get the Beatles catalog onto its iTunes service.
  
• Investor's Business Daily mentioned Varian Semiconductor (NASDAQ: VSEA) positively in the "New America" column.