The U.S. Justice Department has charged giant pharmaceutical company Johnson & Johnson (JNJ) with paying tens of millions of dollars in kickbacks to Omnicare Inc. (OCR) to boost sales of its drugs to nursing-home patients, as reported by the Wall Street Journal (subscription required). Prosecutors allege that Omnicare's annual purchases of Johnson & Johnson medicines nearly tripled under this scheme to more than $280 million.

According to prosecutors, the alleged kickbacks occurred between 1999 and 2004 and included payments for physician prescriber data that was never furnished. Johnson & Johnson also paid quarterly rebates based on Omnicare's success in switching patients from competitors' drugs in what both companies called an "intervention program."

MOST NOTEWORTHY: Ford, DealerTrack and Omnicare were today's noteworthy downgrades:

• Citigroup downgraded shares of Ford (NYSE: F) to Sell from Hold, as they see a number of rising headwinds in the company's turnaround, including a low likelihood of Ford's relatively older product lineup holding U.S. share in the first half of 2008.
• Lehman downgraded DealerTrack (NASDAQ: TRAK) to Equal Weight from Overweight citing near-term headwinds from economic uncertainty, declining auto sales, declining growth, and non-prime transaction risk.
  
• Oppenheimer downgraded shares of Omnicare (NYSE: OCR) to Perform from Outperform to reflect concerns over the timing and pace of a potential recovery.

OTHER DOWNGRADES:

• Banco Bilbao Vizcaya Argentaria (NYSE: BBV) was lowered to Hold from Buy at Deutsche Bank.
  
• Mediaset SpA (OTC: MDIUY) was downgraded to Sell from Neutral at UBS.
  
• Western Digital (NYSE: WDC) was cut to Underweight from Neutral at JP Morgan.

MOST NOTEWORTHY: Omnicare, Masco, Smart Modular and VASCO Data Security were today's noteworthy downgrades:

• Matrix downgraded shares of Omnicare (NYSE: OCR) to Hold from Buy to reflect the company's very weak performance and higher than average risk.
• Merrill Lynch downgraded Masco Corp (NYSE: MAS) to Sell from Neutral to reflect expectations for a decline in U.S. housing starts and remodeling in 2008. The broker recommends swapping into Texas Industries (NYSE: TXI).
• Smart Modular (NASDAQ: SMOD) was downgraded to Market Outperform from Strong Buy at JMP Securities following the Q4 pre-announcement.
• VASCO Data Security (NASDAQ: VDSI) was downgraded to Market Perform from Outperform at Friedman Billings on valuation.

OTHER DOWNGRADES:

• RAIT Financial Trust (NYSE: RAS) was downgraded to Underperform from Sector Perform at RBC Capital.
• KMG America (NYSE: KMA) was downgraded to Market Perform from Outperform at Friedman Billings on valuation.

MOST NOTEWORTHY: Bear Stearns, Omnicare, Kforce.com and Wyeth were today's noteworthy downgrades:

• Bear Stearns Companies (NYSE: BSC) was downgraded to Neutral from Buy at Banc of America to reflect weaker fixed income trends, challenges in prime-brokerage and asset management, and no positive catalysts. They feel the stock is "dead money" for the next 6-12 months.
  
• Morgan Stanley lowered Omnicare Inc's (NYSE: OCR) rating to Underweight from Equal Weight citing the Department of Justice's inquiry into the company's business practices.
• Suntrust believes Street expectations for Kforce Inc (NASDAQ: KFRC) may be too optimistic given a potential slowdown in finance and accounting temporary staffing volumes and downgraded shares to Neutral from Buy.
• Wyeth (NYSE: WYE) was downgraded to Hold from Buy at Citigroup to reflect a more negative industry outlook, recent pipeline setbacks and the negative court ruling related to the Protonix litigation.

OTHER DOWNGRADES:

• EMC Corporation (NYSE: EMC) was removed from Goldman's Conviction Buy List.
• Stanford downgraded shares of Alabama National Bancorp (NASDAQ: ALAB) to Hold from Buy.
• Computer Sciences Corporation (NYSE: CSC) was downgraded to Hold from Buy at Sandler.

First came its acquisition of Take Care Health Systems. Then, an announcement that Walgreen Company (NYSE: WAG) was planning to acquire Option Care, Inc (NASDAQ: OPTN). Next...?

Bank of America analysts are speculating that geriatric pharmaceutical services company Omnicare, Inc (NYSE: OCR) could eventually be on Walgreens' acquisition radar.

Walgreens acquired Take Care and is planning to acquire specialty pharmacy services provider Option Care in an effort to grow its health care operations and to provide patient-focused health care services. Walgreens has estimated the market for these operations is around $60 billion a year and has a projected annual growth rate of 20%. Analysts believe that for this very reason, Walgreens take a closer look or two at Omnicare, which provides its pharmacy services to long-term care and chronic-care facilities in 47 states throughout the U.S.

Omnicare recently began legal proceedings against 16 drug benefit plans and health insurers, after alleging it has been burdened with "inappropriate" co-payments and rejected payment claims; the company is seeking to collect $61 million it believes is due. The analysts believe Walgreens won't show interest in Omnicare unless it retains its leading market share in the institutional pharmacy sector while addressing pertinent issues like balance sheet challenges and cost structure. Should these legal issues clear, Walgreens may ultimately find Omnicare more attractive.

MOST NOTEWORTHY: Take-Two Interactive Software Inc (TTWO), Circuit City Stores Inc (CC) and Exxon Mobil Corp (XOM) are today's more notable downgrades:

• Both Soleil and Citigroup downgraded Take-Two Interactive Software Inc (NASDAQ: TTWO) to Sell from Hold following the company's earnings shortfall and reduced guidance.

• Piper Jaffray downgraded Circuit City Stores Inc (NYSE: CC) to Market Perform from Outperform and a $20 target, based on checks that indicate weak sales trends following Christmas.

• AG Edwards removed Exxon Mobil Corp (NYSE: XOM) from its Focus Portfolio, believing the company offers less upside potential than other companies in the energy sector...

OTHER DOWNGRADES:

• Harrah's Entertainment Inc (NYSE: HET) was cut to Neutral from Buy at Buckingham Research.

• Sasol Limited ADR (NYSE: SSL) was downgraded to Hold from Buy at Citigroup based on the persistent regulator risk.

• ThinkEquity cut Syniverse Holdings Inc (NYSE: SVR) to Source of Funds from Accumulate citing expectations for increased competition and price pressures.

• Citigroup downgraded Barr Pharmaceuticals Inc (NYSE: BRL) to Hold from buy.

• First Albany cut Shuffle Master Inc (NASDAQ: SHFL) to Neutral from Buy.

• Jefferies downgraded Omnicare Inc (NYSE: OCR) to Hold from Buy with a $44 target.

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

MOST NOTEWORTHY: DreamWorks Animation (DWA) and Omnicare (OCR) led a moderate upgrade list Wednesday morning, as the Dow and Nasdaq both moved higher in early trading.

• Jefferies upgraded DreamWorks Animation, Inc. (NYSE:DWA) to Buy from Hold, target to $31.50, citing the company's 2007 film slate.
• Bear Stearns upgraded Omnicare, Inc. (NYSE:OCR) to Outperform from Peer Perform, with a $50 target, due to Tuesday's sell-off and valuation.
• Goldman Sachs upgraded Baidu.com, Inc. (NASDAQ:BIDU) to Neutral from Sell, target is $93, citing BIDU's Q3 report and conservative estimates.
• Wachovia upgraded Chipolte Mexican Grill, Inc. (NYSE:CMG) to Market Perform from Underperform, citing a better-than-expected Q3 report; the firm also has a $55-$61 valuation range for CMG.

OTHER UPGRADES:

• Citigroup upgraded Charter Communications (NASDAQ:CHTR) to Buy from Hold.

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