MOST NOTEWORTHY: American Capital (ACAS), Doral Financial (DRL), E-Trade Financial (ETFC) and Family Dollar (FDO) were today's noteworthy downgrade:

• Jefferies downgraded shares of American Capital (NASDAQ: ACAS) to Hold from Buy citing the slowing M&A market and risk characteristics of the company.

• Soleil downgraded Doral Financial (NYSE: DRL) to Sell from Hold, on the belief that the recent reverse stock split will increase short-selling activity and discourage speculative buying.

• E-Trade Financial (NASDAQ: ETFC) was cut to Neutral from Buy at UBS, citing deteriorating trends in the credit/mortgage markets, lack of near-term catalysts; the firm does not see an M&A deal occurring near-term.

• Goldman downgraded Family Dollar (NYSE: FDO) to Neutral from Buy, citing weakness in the low-end consumer and increased pressure from Wal-Mart (WMT)...

OTHER DOWNGRADES:

• Wachovia downgraded Tween Brands (NYSE: TWB) to Market Perform from Outperform.

• Estee Lauder (NYSE: EL) was downgraded to Neutral from Outperform at Credit Suisse.

• Deutsche Bank cut Pearson (NYSE: PSO) to Hold from Buy.

• Matrix downgraded Talisman Energy (NYSE: TLM) to Hold from Buy.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required

MAJOR PAPERS:

• The FDA said no to Pristiq, an experimental Wyeth (NYSE: WYE) drug to treat the symptoms of menopause, reported the Wall Street Journal.
• The $3.1B sale of General Motors Corporation's (NYSE: GM) Allison Transmission to Carlyle Group and Onex has stalled in the debt financing market, thanks to difficulties raising debt from investors, reported the Wall Street Journal's "Heard on the Street" column.
• LVMH Moet Hennessy Louis Vuitton (OTC: LVMUY) is expected to acquire Les Echos from Pearson (NYSE: PSO) for $331.9M, reported the Wall Street Journal.

OTHER PAPERS:

• Time Warner Inc's (NYSE: TWX) AOL is entering the behavioral-targeting ad market by purchasing Tacoda, which uses "behavioral targeting" techniques to track Web surfers' habits, reported the New York Post.
• Cerberus Capital Management's acquisition of DaimlerChrysler AG's (NYSE: DCX) Chrysler unit could be completed on Monday or Tuesday of next week, reported the Detroit Free Press.

Britain's Financial Times and General Electric Company (NYSE: GE)-owned CNBC may launch an alliance if Rupert Murdoch's News Corporation (NYSE: NWS) succeeds in buying business news publisher Dow Jones & Co. (NYSE: DJ), according to an article in today's Wall Street Journal. The Wall Street Journal is owned by Dow Jones, while Pearson (NYSE: PSO) owns the Financial Times.

Right now, the Financial Times and CNBC are limiting their discussions to a content -- sharing arrangement between their struggling websites, says the Journal. However, the British newspaper and the business news TV station could expand their collaboration if Murdoch buys the Journal and ends its content-sharing agreement with CNBC. It appears that Murdoch will take that step if he buys Dow Jones, since News Corp. plans to launch a business news channel in October that will go up against CNBC. The Journal currently has an obligation to make its reporters exclusively available for CNBC interviews, and the Financial Times may reach a similar agreement with CNBC if News Corp. gets Dow Jones.

An alliance between CNBC and The Financial Times "makes tremendous sense for both media outlets," says Chicago Tribune columnist Phil Rosenthal.

It makes sense. The Financial Times and CNBC would benefit by cross-promoting each other. The Financial Times stands to benefit to a greater extent, since its brand is not as well known in the U.S. as CNBC. The Financial Times website, for example, has just 90,000 online subscribers, compared with 931,000 subscribers for The Wall Street Journal.

Also, Pearson investors have been clamoring for the company to sell the Financial Times, in order to avoid a "circulation war" with Murdoch, according to a recent Thomson Financial story. CNBC is not going anywhere for the foreseeable future, if we can draw any conclusions from the continuing presence of ratings-poor MSNBC. However, CNBC's website, ranked 58th in popularity among business news websites globally, could certainly use the infusion of new European readers that collaboration with the Financial Times would likely provide.

Yesterday, Reuters reported that General Electric Company (NYSE: GE) and Pearson PLC (NYSE: PSO) would discontinue "exploratory talks" for a potential bid for Dow Jones & Company Inc (NYSE: DJ). The talks for a rival bid to News Corporation's (NYSE: NWS) $5 billion bid reportedly fell apart because the price was too high. GE and Pearson had discussed spinning off their financial news entities - Financial Times and CNBC - to combine with Dow Jones.

Now that it's out of the running, GE could be facing CNBC, one of its most profitable outlets, being challenged by Rupert Murdoch's impending business channel. Murdoch is launching the Fox Business Channel this fall, and he believes it could benefit from Dow Jones content, including the Wall Street Journal.

The elimination of GE and Pearson as competitors could leave News Corp, led by Murdoch and his $60 per share bid, the sole bidder for Dow. Sources believe that no other rival bids will emerge, although Brad Greenspan, who co-founded the popular social-networking Web site MySpace, offered to buy a 25% stake in Dow at $60 per share; the sources believe Greenspan's offer is a "stretch."

Dow Jones, and the Bancroft family that controls it, have been looking for a higher bid than News Corp's. The Bancrofts are concerned about retaining editorial independence and believe GE and Pearson, who could have given the Bancrofts a minority stake in a venture that combined the business entities, could have been better-suited owners than Murdoch. However, since GE and Pearson are now out, this leaves the Bancrofts with less room to negotiate with their only bidder.

Although the initial analysis suggests that the decision by the Board of Directors of Dow Jones (NYSE: DJ) to take over the negotiations with News Corp (NYSE: NWS) from the Bancroft family represents a development that is likely to speed any deal between the two, whether any deal comes to fruition remains an open question - due to the number of players and coalitions surrounding this most consequential of potential media deals, the instant-analysis of The Wall Street Journal notwithstanding.

The Wall Street Journal Wednesday night reported -- but cited no sources -- that the Board's move "is likely to speed any deal between News Corp. and Dow Jones," owner of The Wall Street Journal. Left unsaid is exactly why the board's Wednesday decision would speed any deal.

In a statement released after Wednesday's market close, the Dow Jones board of directors said it would "take the lead in addressing all aspects of the [News Corp] proposal and all other strategic alternatives, including remaining independent." Further, the board "reiterated that any transaction must include appropriate provisions with respect to journalistic and editorial independence and integrity."

Read one way, the above passage could mean that the board is taking the lead in addressing the News Corp proposal. Read another way it could also mean that the board is weighing other proposals. Wednesday night's Journal news story implied that the board's decision would speed any deal, if, in fact a deal is in the making, but the Journal did not state, nor offer sources, confirming that a DJ/News Corp deal was, in fact, in the making.

Meanwhile, General Electric (NYSE: GE) and Pearson Plc Wednesday continued to discuss plans whereby the two would forward an alternate proposal to the Bancrofts (and now, presumably, to Dow Jones' board of directors) - a plan that would grant the Bancrofts a larger minority stake and a stronger editorial voice in the new entity.

Late Friday, Dow Jones & Co (NYSE: DJ) said that Financial Times publisher Pearson Plc (NYSE: PSO) has been trying to find partners to pursue an acquisition of Dow Jones, people familiar with the matter said. Shares of Dow Jones & Co. jumped 3% on the news.

It's amazing what can happen over a weekend.

Today's Wall Street Journal, owned, of course, by Dow Jones, reported that General Electric (NYSE: GE) and Pearson are talking about a joint-bid for Dow Jones that would allow the Dow Jones's controlling Bancroft family to maintain a minority interest. The joint-bid would combine GE's CNBC, the Financial Times and Dow Jones into a privately-held joint venture, owned in three equal parts by the three companies. The potential new company would also control Barron's, half the Economist magazine, MarketWatch.com and interests in various business newspapers around the worldwide

Sound like a business news monopoly? Hum.

Another name recently floated as a potential suitors for Dow Jones was billionaire Ron Burkle, who has teamed with the union representing the employees of Dow Jones, and Philadelphia newspaper executive Brian Tierney. Warren Buffet last month said it was "very, very unlikely" that his Berkshire Hathaway (NYSE: BRK.A) would bid for Dow Jones, citing the $5B bid from Rupert Murdoch's News Corp (NYSE: NWS).

Wait. Does that mean that the Oracle of Omaha considers News Corp's $5 billion bid too much? Jonathan Berr of BloggingStocks believes that Murdoch wants the Journal so badly that he's willing to pay an "outrageously high price." Peter Cohan, also of BloggingStocks, thinks the GE/Pearson bid could prevail.

Regardless of Mr. Buffet's opinion, the "lamest bidding war ever," as coined by CNNMoney's Paul R. La Monica, has just started to heat up.

MOST NOTEWORTHY: First Data Corp (FDC), Molson Coors Brewing Co (TAP), MetLife, Inc (MET), GSI Commerce, Inc (GSIC) and Foundation Coal Holdings, Inc (FCL) were some of today's noteworthy downgrades:

• Citigroup cut First Data Corp (NYSE: FDC) to Hold from Buy and AG Edwards cut the Colorado-based Computer Services company to Hold from Buy, following the acquisition by KKR; AG Edwards also removed First Data from its Focus Portfolio.

• Bernstein downgraded Molson Coors Brewing Co (NYSE: TAP) to Market Perform from Outperform based on valuation.

• Goldman Sachs removed MetLife Inc (NYSE: MET) from its Conviction Buy List.

• Bear Stearns cut GSI Commerce (NASDAQ: GSIC) to Underperform from Outperform based on valuation.

• Matrix USA downgraded Foundation Coal Holdings Inc (NYSE: FCL) to Sell from Buy.

OTHER DOWNGRADES:

• Jefferies downgraded Novell, Inc (NASDAQ: NOVL) to Hold from Buy on valuation after yesterday's "April Fool's-inspired" rally as the firm believes upside from the initial Microsoft-(MSFT) driven SLES deals and restructuring are priced in.

• Stifel downgraded Pearson PLC (NYSE: PSO) to Hold from Buy on valuation.

• Benchmark downgraded ConocoPhillips (NYSE: COP) to Sell from Hold on valuation.

• Buckingham downgraded Diebold Inc (NYSE: DBD) to Neutral from Accumulate on valuation.

• CIBC downgraded Ipsco Inc (NYSE: IPS) to Sector Performer from Outperform based on valuation.

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

Stocks futures are positive in early morning trade, indicating to a similar start for stock.

Stocks might get a push higher today from several done deals, deals in the making, or possible deals. The strengthening dollar against the euro and the yen could also support stocks.

Today marks the beginning of a very busy week. The Federal Reserve will meet tomorrow and announce its decision on interest rates tomorrow at 2:15 p.m. Eastern. By and large, the market doesn't expect the Fed to move interest rates, especially after Friday's job report.

On Thursday, member nations of OPEC will meet. For now, oil prices fell below $62 a barrel ahead of the meeting, as there are mixed signals as to what the members would decide.

Finally, a key inflation indicator, Consumer Price Index, is due to be released Friday morning. Today, however, only wholesale inventories data for October are due for release at 10:00 a.m. Eastern.

But, as I mentioned earlier, today the buzz is all about the deals, the ones already signed and the speculated ones:

According to the Financial Times, the Home Depot Inc. (NYSE:HD) might announce a $100 million deal as it takes on a majority stake in Chinese chain HomeWay.

Brazilian steelmaker Companhia Siderugica Nacionale (NYSE:SID) raised its bid for Britain's Corus Group PLC (NYSE:CGA), topping an offer by Tata Steel of India.

British insurer Prudential Plc (NYSE:PUK) received a "very preliminary" approach, possibly from Citigroup Inc. (NYSE:C), for its Internet-banking business Egg, but rejected it.

Ford Motor Co. (NYSE:F) had seen strong interest and fierce bidding for its Aston Martin unit. Speculations are now that the line could sell for more than $1.2 billion.

The New York Times reports that Sabre Holdings Corp. (NYSE:TSG), owner of the Travelocity, is in talks with two groups bidding for company for more than $4 billion.

According to the Wall Street Journal, Harrah's Entertainment Inc.'s (NYSE:HET) board will meet Wednesday to discuss a buyout offer. In what seems to be a separate offer, a group led by Penn National Gaming Inc. (NASDAQ:PENN) and hedge fund D.E. Shaw might also bid for Harrah's.

Smith & Nephew Group Plc (NYSE:SNN), is close to bidding about $11 billion for Biomet Inc. (NASDAQ:BMET). It could face competition from Johnson & Johnson (NYSE:JNJ), Stryker Corp. (NYSE:SYK) and Zimmer Holdings Inc. (NYSE:ZMH).

A few other companies with deal stories today: Trimble Navigation (NASDAQ:TRMB) that bought @Road (NASDAQ:ARDI) for $496 million, or $7.50 a share. Gannett Co. (NYSE:GCI) that may sell its U.K. newspaper unit Newsquest. Pearson (NYSE:PSO) and LG.Philips LCD (NYSE:LPL) also made unrelated deals.