Analyst upgrades:

• Baird upgraded Bank of America (NYSE: BAC) to Outperform from Neutral citing valuation and long-term earnings power.
• Keefe Bruyette upgraded shares of Nationwide Financial (NYSE: NFS) to Outperform from Market Perform as it believes the deal is not at risk and will close at the agreed upon $52.25 price.
  
• Friedman Billings upgraded American Eagle (NYSE: AEO) to Outperform from Market Perform citing valuation.
• Eli Lilly (NYSE: LLY) was upgraded to Hold from Sell at Natixis.
• W.W. Grainger (NYSE: GWW) was upgraded to Outperform from Neutral at RW Baird.
• Fidelity National (NYSE: FIS) was upgraded to Buy from Neutral at SunTrust.

Analyst downgrades:

• Credit Suisse downgraded Eli Lilly NYSE:(LLY) to Neutral from Outperform citing the increased risk profile from the ImClone (IMCL) deal.
• Soleil downgraded Google (NASDAQ:GOOG) to Hold from Buy as it believes Google's cost management may lag revenue weakness and that the falling stock price implies employee defections. The firm lowered its target to $350 from $580.
• Piper downgraded shares of Orbitz (NYSE:OWW) to Sell from Neutral to reflect deteriorating travel industry fundamentals and the company's levered balance sheet.
  
• US Steel (NYSE:X) was downgraded to Neutral from Buy at Goldman.
• Philips Electronics (NYSE:PHG) was downgraded to Hold from Buy at ING Group.
• Lamar Advertising (NASDAQ:LAMR) was downgraded to Hold from Buy at Soleil.
• Cemex (NYSE:CX) was downgraded to Hold from Buy at Citigroup.
  

Analyst initiations:

• Bidz.com (NASDAQ:BIDZ), American Superconductor (NASDAQ:AMSC) and Union Bankshares (NASDAQ:UBSH) were today's noteworthy initiations:
  
• Bidz.com (NASDAQ:BIDZ) was initiated with a Hold at Stamford, as the firm does not want to recommend a company that has never been tested during difficult economic times, but is positive on BIDZ's growth potential.
• American Superconductor (NASDAQ:AMSC) was initiated with a Hold at Stanford, as the firm believes the Euro decline and global market turmoil are near-term risks.
• Union Bankshares (NASDAQ:UBSH) was initiated with an Underperform at RBC Capital, as the firm views shares as overvalued.
• Regis Corp (NYSE:RGS) was initiated with a Neutral at RW Baird.
• CommVault's (NASDAQ:CVLT) coverage was resumed with a Neutral at Merrill Lynch.

U.S. stock futures fell Monday morning, indicating a sharply lower open on Wall Street as the world's financial crisis rather than get a boost from the $700 billion rescue plan, seemed to have deepened in Europe. This as well as economic fears depressed world markets. Most major global markets plunged at least over 4%.

Wachovia Corp. (NYSE: WB) -- After a lower court decided in favor of Citigroup (NYSE: C), a state appeals court blocked the ruling late Sunday night, thus tilting the battle over Wachovia in favor of Wells Fargo (NYSE: WFC). Both banks want Wachovia for its deposits and branches. Despite that, WB shares are down about 18% in pre-market trade, WFC's down 2.7% and C's down 3.7%.

Bank of America (NYSE: BAC) -- a subsidiary has agreed to modify loans to tens of thousands of borrowers -- previously Countrywide Financial clients -- in 11 states that would enable them to keep their homes, or even help them move to a new home. If all 50 states were to join, the settlement could provide $8.7 billion in relief to 400,000 borrowers. BAC shares are down 4.3% in pre-market action.

National City Corp. (NYSE: NCC) shares are down over 22% in pre-market action as its debt was downgraded by Fitch Ratings.

U.S. stock futures were flat to lower Thursday morning following the senate approval of its version of the $700 billion bailout package. Meanwhile, the Federal Reserve said it was considering a rate cut. Following all the economic data released Wednesday indicating the U.S. is in a recession, this isn't surprising. The ECB is also meeting today to consider its move. Today, the Labor Department will report weekly initial jobless claims and the Commerce Department will release August factory orders. Regulators also extended the ban on short-selling shares of some 800 financial companies.

UBS (NYSE: UBS), which has been hard hit by the credit crisis, said Thursday it expects to return to profit in the third quarter after four quarters of losses. The bank has substantially reduced its exposure to U.S. commercial and residential mortgages. The bank wrote down more than $40 billion and raised close to $30 billion.

Mosaic (NYSE: MOS) shares are down about 20% in pre-market trading after it missed analyst estimates when it reported its fiscal first-quarter earnings.

Marriott International (NYSE: MAR) was expected to report earnings of 32 cents a share in the third quarter. The company reported 34 centsearnings per share excluding an 8 cents adjustment.

The story of ImClone Systems Inc. (NASDAQ: IMCL) in its endeavor to sell itself surely feels by now like a never-ending saga, with twists, derisive comments from management and even a mystery. I guess that with Carl Icahn at the helm it's not surprising; he would always try to get the best price he could.

After Icahn announced nearly a month ago that ImClone has a mystery suitor that would pay $70 a share to Bristol-Myers Squibb (NYSE: BMY)'s offer of $60 a share, today the mystery was unraveled and the suitor revealed. (I must admit I was somewhat skeptical, almost thinking this was some sort of tactic by Icahn to get to BMY, but he was serious.) While Pfizer Inc. (NYSE: PFE) has been the name most tossed around as the likely candidate, another name that's been cited -- Eli Lilly and Co. (NYSE: LLY) -- turned out to be the one.

As it was, after a rival buyer was revealed, Bristol indeed increased its bid for ImClone to $62 per share last week, but since Icahn insisted the unnamed large pharma company was willing to pay much more, he exchanged some very colorful comments with Bristol's chief.

The Wall Street Journal finally reported this afternoon it is Lilly that is in advanced talks to acquire ImClone for about $6.1 billion. There's no doubt Lilly would benefit from ImClone's one and only product, Erbitux -- a lucrative cancer drug. Also, as Lilly sees its drugs come off patent, and with its own poor pipeline of cancer drugs -- not to mention its recent troubles getting new drugs past the FDA -- this acquisition would make sense.

The deal's deadline is tonight. If Lilly indeed issues a formal offer, I bet Icahn hopes Bristol would increase its offer as not only does BMY already own about 17% of ImClone, it also co-markets Erbitux, and is simply seen by many as the natural buyer. I doubt we've seen the last of this story.

Today was another tiring day. Stocks gapped down lower and then managed to spend most of the day fighting in negative and positive territory. The ISM data on manufacturing this morning was atrocious and the worst since after the 2001 terror attacks. The Senate is expected to vote on a bailout plan tonight.

Below are today's closing bell levels:
DJIA 10,836.96 -13.70 -0.13%
NASDAQ 2,069.40 -22.48 -1.07%
S&P500 1,161.49 -4.87 -0.42%
10YR T-Bond 3.7680% -0.0590
52-week lows
Top Analyst Upgrades
Top Analyst Downgrades

General Electric Co. (NYSE: GE) had been down much worse today after an analyst downgrade raised further liquidity concerns. Then the announcement came that it was selling $12 billion stock to the public and $3 billion in preferred to Warren Buffett. Shares were down 3.4% at $42.15 in today's final minutes.

Citigroup Inc. (NYSE: C) rose on further hopes of a Senate bailout package and on higher FDIC deposit limits. It is also expected to price $10 Billion in stock tonight. Shares were up 11.5% at $22.86 in the final minutes of the day.

Stock futures dropped sharply Monday morning after the bailout plan was revealed Sunday and several banks in Europe were bailed out. U.S. investors are expected to react similar to stock markets around the word, which tumbled Monday following Washington's $700 billion bank bailout deal. The bailout may not be enough, and it will take a while to clean up the mess and restore confidence to financial markets. The economic reading due to be released today, August personal income and spending is not expected to affect markets much.

Three major banking bailouts were announced in Europe. 1) The Dutch-Belgian bank and insurance giant Fortis failed and was provided with a $16.4 billion lifeline by the governments of Belgium, the Netherlands and Luxembourg. 2) The British government nationalized mortgage lender Bradford & Bingley -- the second British bank to be taken under government control this year. 3) A consortium of German banks and regulators bailed out Hypo Real Estate Holding AG, in a deal worth billions of dollars.

Wachovia Corp. (NYSE: WB) - after WaMu's failure, the focus has shifted to Wachovia and at least two major banks, Citigroup Inc. (NYSE: C) and Wells Fargo & Co. (NYSE: WFC), were reportedly in talks Sunday to buy it. Wachovia shares are trading down 60% to $4 in pre-market action. C and WFC shares are down over 6.5% and 3.5% respectively in pre-market trade.

Today was nothing short of "Bailout Failure: Day 2 of the Siege" after Bernanke and Paulson both talked down the markets in the speech over the need for the bailout package on Capitol Hill. It is becoming the fear or the concern that many failures are just going to have to shake out of the system. The good news is that oil fell too after a record day into yesterday's futures expiration for the October contract. Bond yields also rose on fears that the Treasury is just going to print money for whatever bailout package it puts together.

Below are today's unofficial closing bell levels:
DJIA 10,851.30 -164.39 (-1.49%)
NASDAQ 2,155.34 -23.64 (-1.08%)
S&P500 1,189.96 -17.13 (-1.42%)
10YR T-Note 3.841% (+0.015%)
52-Week Lows
Analyst Upgrades
Analyst Downgrades

Air Products & Chemicals Inc. (NYSE: APD) lowered its guidance for the quarter. The company now sees its earnings in a range of $1.24 to $1.26 EPS, while First Call has the consensus estimate of $1.40 and its previous guidance was $1.37 to $1.42. It gave its one-time reasons, but this sounds more symptomatic than anything.

Circuit City Stores Inc. (NYSE: CC) announced that CEO Philip Schoonover was forced to resign amid nearly two-year's worth of troubles and management missteps that drove this company into the ground. Shares were indicated up over 5% early today, but traders sold the news as they just expect the numbers to get worse. Shares were down over 5% at $1.61 immediately before the close.

Citigroup Inc. (NYSE: C) was down over 4% at $19.20 in today's final miunutes. Part may be on bailout concerns, but Meredith Whitney of Oppenheimer cut key bank estimates again along with other money center banks.

General Electric Co. (NYSE: GE) was down almost 4.5% at $25 in the final minutes today although not on news out of the company itself. It seems that Merrill Lynch has finally figured out there is more turmoil in the consumer and financial sector. The brokerage firm downgraded its Buy rating to a lower Neutral rating.

ImClone Systems Inc. (NASDAQ: IMCL) was one of the few real winners with shares up over 6% at $63.11 in today's final minutes. This is after the acquisition offer has now been raised to a formal tender of $62 per share.

Stock futures are somewhat lower this morning, indicating another possible down start on Wall Street as investors await to hear Bernanke and Paulson explain the details of the $700 billion bailout plan. Meanwhile, after oil's record one-day gain Monday, it fell below $108 a barrel Tuesday. And yet another group, this time the National Retail Federation, said holiday sales are expected to grow at the slowest pace in six years for the obvious reasons from housing to job concerns.

Circuit City Stores Inc. (NYSE: CC) CEO Philip J. Schoonover is finally stepping down, no doubt to many releif sighs around the Street. James A. Marcum will replace the resigning CEO and Allen B. King will become Circuit City's new chairman. Shares are actually shooting up over 11% in pre-market trading.

Lennar Corp. (NYSE: LEN) reported a narrower third-quarter loss as it cut costs, but revenue fell by more than half amid a prolonged housing slump. The homebuilder's earnings were below estimates, while revenue beat analysts' number.

Bristol-Myers Squibb Co. (NYSE: BMY) sweetened its offer for ImClone Inc. (NASDAQ: IMCL) to $62 per share. Almost two weeks ago, though, Icahn said he had a $70 per share offer from an undisclosed company. If it wasn't an imaginary bid, it's hard to see why IMCL would go with BMY's offer. In the meantime, however, as the unidetified pharma examines IMCL, the latter keeps delaying giving an answer to BMY. IMCL shares are up over 6.5% to $63.25 in pre-market trading, indicating investors expect BMY's offer to be sweetened again.

ImClone Systems Inc. (NASDAQ: IMCL) had good results today, with shares closing up 6.7% at $67.94. The biotechnology company rejected Bristol-Myers Squibb (NYSE: BMY)'s offer to buy the remaining 83% of the company at $60 a share, saying it is considering a buyout offer worth $70 per share from an unidentified large pharmaceutical company. It seems that chairman Icahn has been busy.

To be sure, I was one of the skeptics when the billionaire investor last rejected BMY's offer, as was my colleague Doug McIntyre. But if this new offer is for real, then I must admit I underestimated him. Apparently, he "has been in talks with the chief executive of the pharmaceutical company that made the new offer, which would be worth about $6.1 billion." ImClone said it has not decided if the offer is adequate -- talk about playing hard ball all the way.

Bristol-Myers is ImClone's partner in selling its only product, the colon and head-and-neck cancer drug Erbitux. Analysts believe this would force BMY to offer $70 as well. A partnership between BMY and ImClone makes sense strategically. But I guess it all depends on who is the other pharmaceutical company BMY is competing with. Many pharma companies are losing sales to generic companies as their drugs go off patent, and without having much in the pipeline, but enough cash on their hands, any of them could be an interested buyer.

Some specific names mentioned by analysts include Sanofi-Aventis (NYSE: SNY), GlaxoSmithKline PLC (NYSE: GSK) and possibly AstraZeneca PLC (NYSE: AZN). Germany's Merck KGaA, which already sells Erbitux in some countries outside North America, is another likely candidate, as is Pfizer Inc. (NYSE: PFE), which has been trying to expand its portfolio of oncology drugs.

It's interesting that negotiations with the other company have been kept so tight, except for the price of course. BMY wins either way -- even if it can't get ImClone -- as it still holds 17% of BMY shares. Icahn, of course, would be a big winner too. Other options ImClone has been entertaining was spinning off the Erbitux division into a separate firm. The parent company would focus on developing drugs in its pipeline.

Bristol-Myers Squibb (NYSE: BMY) has made a $60 a share offer for the part of ImClone (NASDAQ: IMCL) that it does not already own. ImClone chairman Carl Icahn does not think tha$60 is high enough, despite ImClone trading below $40 in June. The offer seems like a pretty good deal, and since BMY owns 17% of ImClone , there is not likely to be another bidder.

According to The Wall Street Journal, ImClone's board appointed a committee to review last week's $60-a-share offer, but the biotechnology company said the board's "preliminary view is that offer substantially undervalues ImClone."

Icahn should take the money and run. Bristol-Myers clearly has the option to withdraw its bid and watch the stock drop back to $45. Holders of ImClone stock would likely get POed at Icahn, and is it any wonder?

It is not a perfect match, but the ImClone negotiations are starting to shape up the way Microsoft's (NASDAQ: MSFT) talks with Yahoo! (NASDAQ: YHOO) did. Microsoft needed Yahoo! for its internet strategy. No other company was going to pay a large premium for the portal's shares. When Microsoft walked away, Yahoo!'s share lost a third of their value.

Icahn has a history of pushing for a better deal. His batting average on recent investments is hardly perfect. He is not doing anyone, including himself, any favors by fighting with Bristol-Myers.

Douglas A. McIntyre is an editor at 247wallst.com.

Analyst upgrades:

• Jefferies upgraded shares of Omnicare (NYSE: OCR) to Buy from Hold and raised their target to $37 from $24.50 following the company's Q2 results to reflect improving earnings visibility.
  
• Piper upgraded Motorola (NYSE: MOT) to Neutral from Sell following the company's Q2 results to reflect its continued execution in cost management. The firm raised its target to $9 from $7.
  
• Capital One Southcoast upgraded Patterson-UTI Energy (NASDAQ: PTEN) to Add from Neutral based on additional new builds already under contract and rig reactivations. The firm raised its target to $36 from $32.

Analyst downgrades:

• Citigroup downgraded shares of ImClone (NASDAQ: IMCL) to Hold from Buy despite thinking the initial offer from Bristol Myers (BMY) will be raised, as they do not advise chasing shares at current levels. The company's target was raised to $73 from $56.
• First Mercury (NYSE: FMR) and Monster (NASDAQ: MNST) were downgraded at JP Morgan to Neutral from Overweight.
  
• Jefferies lowered Osiris Therapeutics (NASDAQ: OSIR) to Underperform from Hold.

Analyst initiations:

• Morgan Keegan initiated Cicso Systems (NASDAQ: CSCO) with a Market Perform rating, citing the difficult macro environment; the firm believes 2H08 estimates will come down.
  
• Banc of America reinstated coverage of MF Global (NYSE: MF) with a Buy rating and $8.36 target.

MOST NOTEWORTHY: The North American Pipeline sector, Aeropostale and ImClone were today's noteworthy initiations:

• BMO Capital initiated the North American Pipeline sector with a Market Perform rating. El Paso Corp (NYSE:EP), Williams Companies (NYSE:WMB) and Spectra Energy (NYSE:SE) were initiated with Outperform ratings and CenterPoint Energy (NYSE:CNP) and AGL Resources (NYSE:ATG) ATG were assumed with Market Perform ratings.
  
• Friedman Billings believes Aeropostale (NYSE:ARO) has an impressive back-to-school floorset and that momentum should carry into the fall. Additionally, the firm, which initiated shares with an Outperform rating and $38 target, expects the company to buyback shares.
  
• Thomas Weisel believes ImClone (NASDAQ:IMCL) is attractively valued as Erbitux is positioned to capitalize on a number of label-expanding opportunities and that concerns of KRAS-related revenue loss in colorectal cancer and the clinical utility of FLEX lung cancer data are overstated. Shares were assumed with an Overweight rating and $50 target.

OTHER INITIATIONS:

• JMP Securities initiated Website Pros. inc. (NASDAQ:WWWW) and GSI Commerce (NASDAQ:GSIC) with Outperform ratings and target of $12 and $19, respectively.
  
• McAfee (NYSE:MFE) was assumed at Baird with an Outperform rating and $44 target.

Short selling often tells much about what is going on in a sector, particularly when there is a common trend across the major players in that sector.

The end of May short selling can now be accessed from NASDAQ. Interestingly enough, short sellers at the end of May lightened up almost across the board on major NASDAQ biotech stocks from May 15 to May 30:

STOCK (Ticker)	MAY 30	MAY 15	CHANGE
Amgen Inc. (NASDAQ: AMGN)	22,678,517	24,778,770	-8.48%
Biogen Idec Inc. (NASDAQ: BIIB)	6,346,464	6,788,432	-6.51%
Celgene Corporation (NASDAQ: CELG)	13,775,373	16,336,232	-15.68%
Gilead Sciences, Inc. (NASDAQ: GILD)	32,478,444	32,690,603	-0.65%
ImClone Systems Inc. (NASDAQ: IMCL)	7,149,395	7,664,009	-6.71%

From the major names, a change in the overall trend can be spotted.

You can see the full short selling report for biotechs at BioHealthinvestor.com to see which other biotechs had an increase in short selling and to also see what the more active biotechs with lower market caps saw in their short selling activity.

After quite a positive week, U.S. stocks indicated a lower opening Monday morning as investors heard of trouble from the biggest U.K. lender to landlords, as well as awaited data on U.S. manufacturing, anticipating a contraction.

U.S. stocks finished with gains last week as oil prices dropped from highs of over $135 a barrel. On Friday, too, stocks were mostly higher with the exception of the Dow industrial, which dropped nearly 8 points, or 0.06%. The S&P 500 and the Nasdaq composite finished 2 points, or 0.15%, and 14 points, or 0.57%, higher respectively.

This morning, two indicators are due for release, but investors will keep their eye mostly on one.
April construction spending will be reported at 10:00 a.m. EDT, and will likely show further decline in spending.
At the same time, the Institute for Supply Management will issue its monthly report for May. Wall Street gives much weight to the results of this indicator, which shows manufacturing activity and is thus a better gauge for economic activity than many other indicators. Already the index is below 50, and this month is expected to decline slightly more.

Almost everyone these days has encountered cancer in one way or another. While the rate of cancer incidence has stabilized to declined since the early 1990s and, with newer and better treatments as well as early detection, cancer death rates have also declined, the war on cancer is still far from won.

It is no surprise, then, that a few days ago, IMS Health (NYSE: RX) -- a provider of market intelligence to the pharmaceutical and healthcare industries -- said that cancer drugs sales will nearly double by the year 2012. Assuming a compound growth rate of 12-15% a year, sales will grow from $48 billion in 2008 to $80 billion by 2012.

The main contributors to growth, according to the study, are an increasing number of patients on chemotherapy, not just in major markets but in emerging markets, too, as well as longer treatment periods for growing numbers of patients. Also fueling growth are the increased use of targeted therapeutic agents, along with first-time innovations coming to the market. Expensive new biotechnology drugs, and the increasing use of combination therapies that contribute to the exploding cost of treatment will also fuel cancer drugs sales growth.

The overall pharmaceutical market grew at a 6.4% pace in 2007, meaning that with its double-digit growth rate, the cancer drug market -- today contributing 17% to global pharmaceutical sales -- will only represent a greater proportion and emphasis. Of course, there will be factors moderating growth, such as drugs losing exclusivity and financial constraints of payers.

Cancer-fighting drugs can reach the market twice as fast as the average medicine, and companies can charge as much as $50,000 for a single course of treatment. It is no surprise then that with more and more drugs coming off patent many pharma companies are turning their attention to cancer. But can it save them?