MOST NOTEWORTHY: WebEx Communications, Inc (WEBX), Avaya Inc (AV), Tractor Supply Co (TSCO), Nokia (NOK) and Mattel, Inc (MAT) were some of today's noteworthy downgrades:

• Wachovia downgraded shares of WebEx Communications Inc (NASDAQ: WEBX) to Market Perform from Outperform to reflect the company's pending acquisition by Cisco Systems (CSCO).
• Bank of America cut Avaya Inc (NYSE: AV) to Neutral from Buy with a $13 target after taking in account the company's acquisition of Ubiquity Software Corp Plc. The firm believes sales may miss consensus for the next few quarters, while gross operating margins could disappoint.
• CIBC downgraded Tractor Supply Co (NASDAQ: TSCO) to Sector Performer from Sector Outperformer. The firm sees some moderate upside for shares of TSCO but says it will be incrementally more difficult to achieve without a major fundamental driver in the near-term.
• WestLB AG downgraded shares of Nokia (NYSE: NOK) to Reduce from Hold.
• Mattel Inc (NYSE: MAT) was cut to Market Perform from Outperform at BMO Capital on valuation.

OTHER DOWNGRADES:

• First Albany downgraded Cerner Corp (NASDAQ: CERN) to Neutral from Buy.
• Keefe Bruyette downgraded A.G. Edwards, Inc (NYSE: AGE) to Market Perform from Outperform on valuation.
• Rodman & Renshaw downgraded shares of Genentech, Inc (NYSE: DNA) to Market Perform from Outperform citing a slowdown in near-term growth and valuation that reflects most of its future growth.
• BMO Capital cut both Anadarko Petroleum Corp (NYSE: APC) and Cabot Oil & Gas Corp (NYSE: COG) to Underperform from Market Perform.

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

MOST NOTEWORTHY: Starbucks Corp (SBUX), Southwest Airlines Co (LUV), Pacific Sunwear (PSUN) and Molson Coors Brewing Co (TAP) were just some of today's notable upgrades:

• Goldman Sachs added Starbucks Corp (NASDAQ: SBUX) to its Conviction Buy List citing valuation and expectations for margin improvement.

• Southwest Airlines Co (NYSE: LUV) was upgraded to Outperform from Neutral at Raymond James.

• Roth Capital upgraded Pacific Sunwear (NASDAQ: PSUN) to Buy from Hold as they believe positive momentum is beginning to build.

• Molson Coors Brewing (NYSE: TAP) was upgraded to Peer Perform from Underperform at Bear Stearns.

OTHER UPGRADES:

• ThinkEquity upgraded WebEx Communications (NASDAQ: WEBX) to Source of Funds from Sell following the acquisition by Cisco Systems (NASDAQ: CSCO).

• XL Capital Ltd (NYSE: XL) was upgraded to Strong Buy from Strong Sell as the firm believes an unusually low number of natural disasters is causing a sharply positive reversal in fundamental trends.

• Soleil upgraded shares of Doral Financial Corp (NYSE: DRL) to Hold from Sell to reflect the recent sale of the company's New York branches and an improved outlook for the Puerto Rican economy.

• Bear Stearns upgraded Roche Holding Ltd (OTC: RHHBY) to Outperform from Peer Perform and Anheuser-Busch Cos (NYSE: BUD) to Outperform from Peer Perform.

• Countrywide Financial (NYSE: CFC) was upgraded to Market Perform from Underperform at Keefe Bruyette.

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

This morning Cisco Systems Inc. (NASDAQ:CSCO) announced its intentions to buy WebEx Communications Inc. (NASDAQ:WEBX) for $3.2 billion. It is an amazing seven times revenues for this company and WEBX shares are up over 22%. WebEx has been a frustrating stock for many analysts. The analytical community was always concerned about the commoditization of the WebEx products set. The operating margins have been consistently above 25%, which in itself, is stunning.

As I have written about before, Cisco is hugely successful in the development aspect of the "research and development" component. If Cisco cannot "research" something, the company buys it and "develops" it. WebEx is no exception. Two to three years ago, both Cisco and Microsoft Corp. (NASDAQ:MSFT) were going to have their own product set for web-based conferencing and blow WebEx out of the water. WebEx was going to be relegated to commodity status and operating margins were going to be eviscerated. Right. Who's laughing now?

One senior analyst I know has had a sell-rating on WebEx since the shares were at $22, three years ago. WebEx never wavered and kept its technology fresh and innovative. It also was passionate about customer relations. It serviced and serviced its customer base and the so-called expected attrition never really materialized.

WebEx stayed one step ahead of the competition and the pricing Bogey-man by launching new products such as WebOffice and MeetMeNow. With such innovations, WebEx kept its operating margins above 25%. The value of the franchise never wavered and the proof is Cisco paying 7x revenues. Cisco rarely makes stupid acquisitions; obviously it saw the merits of paying up for this company.

Wall Street analysts never got this one right and WebEx is indeed enjoying the last laugh!

Georges Yared is the author of Stop Losing Money Today and Baby Boomer Investing. Please visit www.georgesyared.com

MAJOR PAPERS:

• In today's Wall Street Journal (subscription required):
• Top Banker Woody Young has left Lehman Brothers Holdings Inc (NYSE: LEH), according to people familiar with the matter.
• Google Inc (NASDAQ: GOOG) may have benefited from piracy, according to media companies.
• Tribune Company (NYSE: TRB) is leaning away from accepting offers from outside bidders and may restructure on its own.
• According to Saudi Arabian Oil Minister Ali Naimi, the world oil market is in "much, much better health and balance" now and, if trends hold, there will be no need for further production cuts or increases in supply when members of the Organization of Petroleum Exporting Countries meet next month.
• The Financial Times (subscription required) reported that MasterCard Inc (NYSE: MA) is expected to announce a pilot program with the GSM Association that will allow migrant workers to use cellphones for international money transfers.
• The Deutschland edition of the Financial Times reported that Private Equity is looking at Infineon Technologies ADS (NYSE: IFX).

OTHER PAPERS:

• According to the U.K. Times, Sanofi-Aventis ADS (NYSE: SNY) has called off talks with Bristol-Myers Squibb Company (NYSE: BMY) over a potential deal.
• The Washington Post reported that thousands of Army Humvees are lacking the Frag Kit 15 armor upgrade, which is not anticipated to be completed until this summer.
• Investor's Business Daily's "The New America" column highlighted Web conferencing leader WebEx Communications Inc (NASDAQ: WEBX).

MOST NOTEWORTHY: Adobe Systems Inc (ADBE), CA Inc (CA) and DSW Inc (DSW) were today's most notable initiations:

• Adobe Systems Inc (NASDAQ: ADBE) was initiated with an Outperform rating and $47 target at Credit Suisse. The firm said Adobe is one of the best-positioned large-cap software companies given its leading position in digital media and growing presence in enterprise mobile and Web 2.0 markets.

• CA Inc (NYSE: CA) was initiated with a Hold rating and $27 target at Jefferies. While CA is being looked at by private-equity players, Jefferies believes shares are richly valued.

• DSW Inc (NYSE: DSW) was initiated with a Sell rating and $30 target at Wedbush, as they believe the consensus' 3-5 year annual EPS growth rate of 20% to be too high.

OTHER INITIATIONS:

• Credit Suisse started Southern Union Co (NYSE: SUG) with an Outperform rating and $33 target.

• Needham assumed coverage of Ikanos Communications Inc (NASDAQ: IKAN) with a Hold rating, as the firm believes a rebound of VDSL spending is unlikely until the second-half of 2007.

• Morgan Joseph is positive on Denny's Corp (NASDAQ: DENN) improving operations and started the food retailer with a Buy rating and $7 target.

• Jefferies started HMS Holdings Corp (NASDAQ: HMSY) with a Buy rating and $25 target. The firm believes HMS Holdings is positioned to serve the needs of government healthcare programs.

• Credit Suisse initiated WebEx Communications Inc (NASDAQ: WEBX) with a Neutral rating at $50 target based on valuation.

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