Analyst upgrades:

• Goldman upgraded BT Group (NYSE: BT) to Buy from Neutral on valuation and improved earnings visibility.
  
• Soleil upgraded shares of Jo Ann Stores (NYSE: JAS) to Buy from Hold following the company's Q2 upside surprise to reflect strong fundamentals and market share gains. The firm raised Jo Ann's target to $30 from $25.
  
• Amylin Pharma (NASDAQ: AMLN) was upgraded to Buy from Neutral at Merrill Lynch.
  
• Energen (NYSE: EGN) was upgraded to Buy from Neutral at UBS.

Analyst downgrades:

• Roth Capital downgraded shares of Warner Chilcott (NASDAQ: WCRX) to Hold from Buy pending patent clarity for the company's lead drug, Loestrin 24 for birth control. The firm lowered their target to $18 from $20.
• JP Morgan cut China Mobile (NYSE: CHL) to Underweight from Overweight as they believe increased competition may limit earnings growth.
  
• Cantor downgraded shares of Cell Genesys (NASDAQ: CEGE) to Hold from Buy following the termination of the VITAL-2 Phase III clinical trial. The firm also lowered their target to $2 from $10.
• Coca-Cola (NYSE: KO) was lowered to Neutral from Outperform at Credit Suisse.
  
• Gilead Sciences (NASDAQ: GILD) was downgraded to Equal Weight from Overweight at Lehman.
  
• Cinemark (NYSE: CNK) was downgraded at BMO Capital to Market Perform from Outperform.

MOST NOTEWORTHY: American Eagle, Nokia and Nestle were today's noteworthy downgrades:

• Oppenheimer downgraded shares of American Eagle (NYSE: AEO) to Perform from Outperform after news Chief Merchandise Officer Susan P. McGalla will leave the company, as they now have less confidence in the company's second half rebound.
  
• Credit Suisse cut Nokia (NYSE: NOK) to Neutral from Outperform as they believe the company's global smartphone market share is unsustainable in near term due to competition from Research in Motion (NASDAQ: RIMM) and Apple (NASDAQ: AAPL).
• Societe Generale downgraded shares of Nestle (OTC: NSRGY) to Sell from Buy as they believe higher raw-materials costs and a slowdown in the U.S. will weigh on 2008 results.

OTHER DOWNGRADES:

• Zimmer Holdings (NYSE: ZMH) was lowered to Market Weight from Overweight at Thomas Weisel.
  
• Goldman cut Taiwan Semi (NYSE: TSM) to Neutral from Buy and Tim Hortons (THI) to Sell from Neutral.

Just announced this morning, global drug manufacturer Novartis (NYSE: NVS) is offering to buy a minority stake in the world's largest eye-care firm, Alcon (NYSE: ACL), by buying the stake from food conglomerate Nestle (OTC: NSRGY).

Essentially, the deal is to happen in two parts. The first stage appears to be a purchase of a 25% stake in Alcon for around $11 billion. This purchase comes with an option to purchase an additional 52% stake for about $28 billion.

Novartis will pay $143.18 a share for the purchase of the 25% stake. The option to purchase the 52% stake will come at a fixed share price of $181 and can come between 2010 and 2011.

From a statement on Nestle's website, the food maker plans to use the proceeds to reduce debt and the cash will also "support opportunities for profitable growth in line with the group's nutrition, health and wellness orientation.''

Zack Miller is the managing editor of IsraelNewsletter.com and a former equity analyst for a leading multinational hedge fund.

MOST NOTEWORTHY: World Wrestling, Novo Nordisk and Nestle were today's noteworthy downgrades:

• B. Riley downgraded shares of World Wrestling Entertainment (NYSE: WWE) to Neutral from Buy on valuation with the stock only 1% below their target price. However, B. Riley admits shares may move higher during the next 30-35 days, due to the upcoming WrestleMania event in Orlando, FL.
  
• Novo Nordisk (NYSE: NVO) was downgraded to Neutral from Buy at Merrill on valuation and a lack of near-term catalysts; shares were also lowered to Peer Perform from Outperform at Bear Stearns.
  
• ING lowered Nestle (OTC: NSRGY) to Hold from Buy as they expect organic growth to slow in 2008.

OTHER DOWNGRADES:

• Banc of America downgraded Paychex (NASDAQ: PAYX) to Neutral from Buy.
  
• HSBC downgraded Repsol SA (NYSE: REP) to Neutral from Overweight.
  
• Del Monte Foods (NYSE: DLM) was downgraded to Market Perform from Outperform at Wachovia.

Jay Winthrop of Douglass Winthrop Advisors LLC, a $250 million (assets under management) New York registered investment advisory firm, likes to buy stocks whose prices are so low that the odds of them benefiting from a positive surprise exceed those of losing from a negative one. Douglass Winthrop is ahead of the S&P year-to-date and has delivered "positive, tax-efficient results since inception in 2002." Through its 10% to 15% stock turnover, it offers investors lower expenses and taxes than its higher turnover "fast money" peers. As Winthrop summed it up: "Good things happen to cheap stocks."

Four stocks that he mentioned particularly caught my attention:

• Nestle S A (OTC: NSRGY). Nestle has benefited from its investment in emerging markets -- giving it a strong brand and distribution presences in countries experiencing rapid growth. A significant share of its profits are generated in developing markets. And its core food business is cheap when its strategic investments are backed out. Nestle trades at a mere 13x to 14 x operating earnings -- which is lower than the value of stocks in its peer group. Finally, Nestle is capitalizing on the profitable and growing health and wellness trend.
• Legg Mason (NYSE: LM). Legg Mason is a pre-eminent asset manager with $1 trillion under management. But its stock has declined due to temporary problems. Its Value Trust fund -- which had long outperformed the market under its manager Bill Miller -- has had two sub-par performing years in a row. And it's had troubles integrating a merger with Citigroup Inc.'s (NYSE: C) mutual fund unit. Winthrop also thinks Legg Mason has been hit by the overall decline in financials. However, he argues, Legg Mason trades at 1% of assets under management which is far below the 2% industry average. And its valuation is much less than that of newly public alternative investment managers.

Jamba Juice (NASDAQ: JMBA) has been an extremely disappointing performer since it went public through its acquisition by a special purpose acquisition vehicle.

Shares closed at $3.39 on Monday, down from a 52-week high of $11.25 on this day of last year -- A spread of 365 days between the current price and the 52-week high is usually a sign of a difficult stretch.

Perhaps things are getting better: Jamba Juice has reached a deal with Nestle to sell its products at groceries stores in eight states in the western United States. The plan is to eventually expand the program nationally, perhaps internationally, and also target convenience stores and other possible outlets. Nestle (OTC: NSRGY) will manufacture and distribute the beverages.

With its stock in the toilet in light of operational underperformance, this may be just what Jamba needs. But as anyone who witnessed the Krispy Kreme (NASDAQ: KKD) saga can attest, rapid expansion by a premium stand-alone specialty food retailer into mass market distribution can lead to bad results: big losses and irreparable damage to the brand.

Savvy marketing and responsible stewardship of the Jamba franchise on the part of management could make this a big success. But if the company's performance as a public company is any indication, that's not something investors should bet on.

MOST NOTEWORTHY: Intel (INTC), Capital One Financial (COF), Nestle (NSRGY), Cisco Systems (CSCO), Liz Claiborne (LIZ) and Trump Entertainment Resorts (TRMP) were today's noteworthy upgrades:

• Lehman upgraded shares of Intel Corp (NASDAQ: INTC) to Overweight from Equal-Weight as they believe Q2 sales will meet the high-end of guidance with Dell (DELL) and Hewlett-Packard (HPQ) restocking in preparation for an improved PC market.

• Friedman Billings upgraded Capital One Financial (NYSE: COF) to Outperform from Market Perform based on expected cost savings on restructuring initiatives.

• Deutsche Bank upgraded shares of Nestle (OTC: NSRGY) to Buy from Hold on valuation as they believe the stock has become the cheapest among the major European food companies.

• Credit Suisse upgraded Liz Claiborne (NYSE: LIZ) to Outperform from Neutral expecting management at its July 11th investor meeting to have a significant announcement regarding strategic alternatives for a large number of its brands.

• Merrill Lynch upgraded Cisco Systems (NASDAQ: CSCO) to Buy from Neutral as they believe Q4 expectations could be exceeded due to strong business demand. The broker finds shares inexpensive and also added CSCO to its U.S. 1 List.

• Bear Stearns upgraded Trump Entertainment (NASDAQ: TRMP) to Peer Perform from Underperform on valuation...

OTHER UPGRADES:

• Chittenden Corp (NYSE: CHZ) was upgraded to Sector Perform from Underperform at RBC Capital.

• Micron Technology (NYSE: MU) was upgraded to Buy from Neutral at American Technology.

• Matrix USA raised Williams-Sonoma (NYSE: WSM) to Hold from Sell.

• Goldman raised Alcon (NYSE: ACL) to Buy from Neutral.

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

MOST NOTEWORTHY: Three food companies, TiVo Inc (TIVO), Circuit City Stores, Inc (CC) and AutoZone, Inc (AZO) were today's most noteworthy downgrades:

• Deutsche Bank downgraded Groupe Danone (NYSE: DA), Unilever (NYSE: UL) and Nestle (OTC: NSRGY) to Hold from Buy as the firm believes the three food producers will suffer from rising prices for agricultural commodities.

• SMH Capital downgraded shares of TiVo (NASDAQ: TIVO) to Sell from Hold on valuation as the firm believes the market has already priced in considerable penetration of the new TIVO/Comcast bundled DVR into Comcast's (CMCSK) core digital sub base.

• Matrix downgraded Circuit City Stores (NYSE: CC) to Strong Sell from Hold as the firm believes increasing competition is leading to lower selling prices and decreasing profits.

• BMO Capital cut AutoZone (NYSE: AZO) to Underperform from Market Perform on expectations that higher gas prices will be a drag on discretionary product sales...

OTHER DOWNGRADES:

• Goldman added Applied Materials, Inc (NASDAQ: AMAT) to its Americas Conviction Sell List.

• Oppenheimer downgraded Federated Department Stores (NYSE: FD) to Neutral from Buy.

• STEC, Inc (NASDAQ: STEC) was cut to Neutral from Buy at Merrill Lynch and to Sector Perform from Outperform at CIBC after weak Q1 results.

• Boyd Gaming Corp (NYSE: BYD) was cut to Market Perform from Outperform at BMO Capital.

• Baird downgraded Amgen, Inc (NASDAQ: AMGN) to Neutral from Outperform.

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

MAJOR PAPERS:

• The Wall Street Journal reported that Sallie Mae (NYSE: SLM), the education loan company, has agreed to sell itself for $25B to J.P. Morgan Chase and Co (NYSE: JPM) and Bank of America Corporation (NYSE: BAC).
• The Wall Street Journal also reported that Google Inc (NASDAQ: GOOG) and Clear Channel Communications Inc (NYSE: CCU) have agreed to a multi-year deal in which Google will sell advertising on Clear Channel's 675-plus radio stations.

OTHER PAPERS:

• According to the Daily Mail, Sir Richard Branson's Virgin is planning on taking on Ryanair Holdings plc (NASDAQ: RYAAY) in a air fare war for transatlantic routes.
• Nestle SA ADS (OTC: NSRGY) has reportedly placed a bid to acquire India's Mount Everest Mineral Water, according to the Economic Times.
• The U.K. Times reported that it has emerged that a key BP plc ADS (NYSE: BP) pipeline has been closed for over six months due to suspected corrosion.

The world's largest food company is getting bigger.

Switzerland-based Nestle SA (OTC: NSRGY) has agreed to buy the Gerber baby food brands from Novartis AG (NYSE: NVS) for 5.5 billion dollars in cash. The move will give Nestle four fifths of the US market baby food market. My favorite quote from Bloomberg's coverage of the move:

``For Nestle it's a positive step,'' said Tilo Wannow, an analyst at BHF-Bank AG in Frankfurt. ``They're strengthening their core competence, and $5.5 billion is not a lot of money.''

Oh, OK. I was going to provide my analysis of this move but since it's only 5.5 billion dollars, I guess I won't bother. But seriously, this does look like a smart move for Nestle.

Gerber had an operating profit of 307 million dollars in 2006, and is easily the best-known name in baby food. Nestle also expects to realize 80 million dollars in cost savings in 2010 from the acquisition which is expected to be accretive then.