HEROES

Uninterruptible power supply manufacturer EXIDE ELECTRONICS GROUP <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: XUPS)") else Response.Write("(Nasdaq: XUPS)") end if %> surged $7 3/4 to $20 5/8 on receiving a buyout offer from Washington, D.C.-based holding company DANAHER CORP. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: DHR)") else Response.Write("(NYSE: DHR)") end if %> for $20 per share. The deal values Exide at 25 times 1997 earnings estimates and 14.8 times 1998 estimates, but Danaher may raise the bid pending a closer look at Exide's books. The offer also falls $2 per share below an earlier confidential offer Danaher made to Exide's board. At those multiples, competitor AMERICAN POWER CONVERSION <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: APCC)") else Response.Write("(Nasdaq: APCC)") end if %> would be valued at between $22.05 and $30.75 per share.

Online brokerage E*TRADE GROUP <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: EGRP)") else Response.Write("(Nasdaq: EGRP)") end if %> moved $4 1/2 higher to $24 5/8 after reporting Q3 earnings per share (EPS) of $0.16 (before a charge) on a 138% jump in revenues. Deutsche Morgan Grenfell raised its rating on the company to "buy" from "accumulate," calling this quarter's performance a "blowout," as operating earnings beat estimates of $0.09 per share by a whopping 78%. E*Trade proves that a company can make money just from the retail side of the brokerage business, but the valuations of about 48 times 1998 earnings estimates and 10 times book value do clash with valuations across the brokerage industry, even given E*Trade's growth rate. If one could break out the DLJ Direct (formerly PCFN) segment of DONALDSON, LUFKIN & JENRETTE <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: DLJ)") else Response.Write("(NYSE: DLJ)") end if %> and assign those same multiples, the rest of that investment bank and brokerage (along with its antique collection and some other assets) would be free.

MOTOROLA INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MOT)") else Response.Write("(NYSE: MOT)") end if %> tacked on another $3 3/8 to $85 7/8, hitting all-time highs, after reporting Q2 operating EPS of $0.62, beating estimates of $0.56. Excluding the charge taken for exiting DRAM manufacturing, operating earnings increased 16.4% year-over-year and increased 42 basis points (1 basis point = 1/100 of a percentage point) as a percentage of sales. For the rest of the story, Fools can dial into the company's conference call to listen to what is normally a comprehensive and informative discussion of the quarter by dialing (402) 220-4831.

QUICK TAKES:
Software services firm CONTROL DATA SYSTEMS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: CDAT)") else Response.Write("(Nasdaq: CDAT)") end if %> jumped $4 9/16 to $20 1/4 after a holding company formed by a private investment firm announced that it has agreed to acquire all the outstanding shares of the company for $20.25 per share in cash... INTELECT COMMUNICATIONS SYSTEMS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ICOMF)") else Response.Write("(Nasdaq: ICOMF)") end if %> exploded $1 13/32 upward to $6 on a "buy" rating from Robinson-Humphrey, which estimates the telecom equipment maker will lose $0.89 per share in 1997... Container producer U.S. CAN <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: USC)") else Response.Write("(NYSE: USC)") end if %> moved up $2 3/8 to $15 3/8 after the company announced it will close four facilities and and reduce employment by 300, which will result in annual earnings accretion of $6 million, or about $0.45 per share, according to Dow Jones... APPLIED MAGNETICS <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: APM)") else Response.Write("(NYSE: APM)") end if %> gained $1 5/8 to $25 3/8 in front of SEAGATE's <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: SEG)") else Response.Write("(NYSE: SEG)") end if %> kickoff of the storage technology and storage component makers' earnings reporting season. HUTCHINSON TECHNOLOGY <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: HTCH)") else Response.Write("(Nasdaq: HTCH)") end if %> also moved up, gaining $2 1/8 to $28 5/8 ... UNISON SOFTWARE <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: UNSN)") else Response.Write("(Nasdaq: UNSN)") end if %> added $1 to $8 3/8 after the production automation software company last night reported Q4 EPS of $0.16, slightly better than estimates, on a 24% increase in revenues... Supply chain software company 12 TECHNOLOGIES <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: ITWO)") else Response.Write("(Nasdaq: ITWO)") end if %> jumped $7 3/8 to $42 5/8 after TEXAS INSTRUMENTS <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: TXN)") else Response.Write("(NYSE: TXN)") end if %> said it will use the company's software in its semiconductor manufacturing operations pursuant to an agreement worth up to $24 million for i2... DSC COMMUNICATIONS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: DIGI)") else Response.Write("(Nasdaq: DIGI)") end if %> gained $3 15/16 to $26 1/16 after announcing an interoperability pact with 3COM <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: COMS)") else Response.Write("(Nasdaq: COMS)") end if %>, which will integrate DSC's equipment with 3Com's Total Control Hubs, making a carrier class remote access concentrator which allows data traffic to be combed away from voice traffic at a telco central office.

MORE TAKES: Furniture retailer SEAMAN FURNITURE <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: SEAM)") else Response.Write("(Nasdaq: SEAM)") end if %> moved up $3 1/4 to $23 after a majority investor group offered to buy out minority holders for $24 per share in cash... Energy drilling contractor BOUYGUES OFFSHORE SA <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: BWG)") else Response.Write("(NYSE: BWG)") end if %> popped up $1 1/8 to $14 5/8 on signing a $70 million contract for three drilling platforms and six pipelines off the coast of Nigeria for MOBIL <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MOB)") else Response.Write("(NYSE: MOB)") end if %>... SYNOPSYS INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: SNPS)") else Response.Write("(Nasdaq: SNPS)") end if %> rose $3 13/16 to $38 15/16 after SoundView Financial raised its rating on the maker of integrated circuit design automation software to "short-term buy" from "hold"... Wireless telecom equipment company POWERWAVE TECHNOLOGIES <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: PWAV)") else Response.Write("(Nasdaq: PWAV)") end if %> climbed $4 to $32 5/8 on reporting Q2 EPS of $0.20, smashing estimates of $0.17, on a 35% sequential increase in revenue... Property and casualty insurance company HIGHLANDS INSURANCE GROUP <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: HIC)") else Response.Write("(NYSE: HIC)") end if %> added $1 1/8 to $20 7/8 on initiation of coverage from Smith Barney with an "outperform" rating... PITTSTON BURLINGTON GROUP <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: PZX)") else Response.Write("(NYSE: PZX)") end if %> rose $2 to $30 5/8 after its Burlington Air Express subsidiary announced the acquisition of Cleton and Company, a Dutch shipping logistics company… Supermarket chain SAFEWAY <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: SWY)") else Response.Write("(NYSE: SWY)") end if %> gained $3 5/16 to $53 9/16 after reporting Q2 operating EPS of $0.54, beating the First Call estimate of $0.53. Sales increased 44% year-over-year due to the acquisition of Vons… South Carolina S&L FIRSTSPARTAN FINANCIAL <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: FSPT)") else Response.Write("(Nasdaq: FSPT)") end if %> jumped $16 11/16 to $36 11/16 from its IPO price of $20 in a 4.4 million share initial public offering.

GOATS

OUTBOARD MARINE CORP. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: OM)") else Response.Write("(NYSE: OM)") end if %> slid $3 5/8 to $15 7/8 after agreeing to be acquired by DETROIT DEISEL <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: DDC)") else Response.Write("(NYSE: DDC)") end if %> for $16 per share in cash. Outboard Marine had announced earlier this year that it would be investigating strategic alternatives for creating shareholder value. Yesterday, the stock picked up $1 1/8 in anticipation of the company's planned announcement on the progress of that process. Unfortunately for OMC shareholders, the company was sold to the engine maker for about the average price at which it has sold over the last year. With only a brief three-month dip below those levels, long-time OMC holders probably think management and its bankers could have done better than today's agreement. The buyout is still at about a 60% premium to a low reached earlier this year when the company reported a quarterly loss and said it was looking for a capital infusion.

Though same-store sales numbers for June have not yet been released, growth retailers are hurting today. Among these, GADZOOKS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: GADZ)") else Response.Write("(Nasdaq: GADZ)") end if %>, which has already pre-announced below-estimate results, declined $2 5/16 to $16 13/16; HOT TOPIC <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: HOTT)") else Response.Write("(Nasdaq: HOTT)") end if %> was dropped like a hot potato, falling $4 to $17 1/2; and PACIFIC SUNWEAR <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: PSUN)") else Response.Write("(Nasdaq: PSUN)") end if %> faded $3 1/4 to $30 1/8, all on no news. One company that did report, though, was TALBOTS INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: TLB)") else Response.Write("(NYSE: TLB)") end if %>, which was taken down $5 15/16 to $23 1/16 on its poor results. The women's apparel retailer reported a 7.9% decrease in June same-store sales, and said that this performance will result in a loss of $0.28 to $0.38 per share for its quarter ending in August.

WELLS FARGO & CO. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: WFC)") else Response.Write("(NYSE: WFC)") end if %> slid $18 3/8 to $260 5/8, after announcing that it will miss Q2 EPS estimates of $3.49 in reporting Q2 earnings of around $2.53 per share, down 30% from last quarter. The number-two California bank said integration costs from its First Interstate acquisition will crimp results but that these will only be one-time charges. Other observers of the merger think that Wells Fargo has been bungling the changeover for First Interstate customers. Banking is still a consumer-oriented business, both on the lending side as well as on the deposit side. A banking franchise can be created through service, and not just by having the highest CD rates. Banks can be hurt by insensitive handling of customer concerns and accounts in such transitions, and those customers can have long memories. The sell-off today may be related to just such concerns.

QUICK CUTS: GENERAL CIGAR HOLDINGS <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MPP)") else Response.Write("(NYSE: MPP)") end if %> lost another $1 3/4 to $25 1/8 after yesterday reporting earnings that weren't up to snuff. Merger partner CULBRO CORP. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: CBO)") else Response.Write("(NYSE: CBO)") end if %> lost another $6 1/2 to $110 1/2, as well... Computer telephony subsystems company NATURAL MICROSYSTEMS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: NMSS)") else Response.Write("(Nasdaq: NMSS)") end if %> fell $3 1/4 to $36 1/4 despite an appearance in Investor's Business Daily's "New America" column... IONICS INC. <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: ION)") else Response.Write("(NYSE: ION)") end if %> slipped $2 9/16 to $42 7/8 on CS First Boston analyst Michael Hoffman's negative comments on pricing in the wastewater treatment systems industry, which also dropped CULLIGAN WATER TECHNOLOGIES <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: CUL)") else Response.Write("(NYSE: CUL)") end if %> $2 7/8 to $40 5/8.

FOOL ON THE HILL
An Investment Opinion by Randy Befumo

Never Say Diet

Recent merger and acquisition activity in the dietary supplements market gives us some interesting benchmarks that we can use to analyze the rest of the industry. The valuations given to AMRION <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: AMRI)") else Response.Write("(Nasdaq: AMRI)") end if %>, TWINLABS <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: TWLB)") else Response.Write("(Nasdaq: TWLB)") end if %>, and REXALL SUNDOWN <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: RXSD)") else Response.Write("(Nasdaq: RXSD)") end if %> in the past few months provide an excellent indication as to whether or not any of their peers are dramatically undervalued relative to their fair market price. Although certainly these acquisition multiples should not be taken as gospel, they serve as a touchstone for our independent valuation efforts.

Amrion develops and manufactures "nutriceuticals" for sale to distributors, health food stores, catalogs that it produces, and other direct mail sources. The company makes nutritional supplements, vitamins, homeopathic remedies, and other nutritional products. Amrion is relatively small, having reported $59.3 million in revenues over the past twelve months. The company has grown revenues at a compound annual growth rate of 52% over the past five years with its share price jumping 54% a year since the company came public under its current name after a merger. We last covered Amrion in detail on January 31 in a column that concluded, "This might be worth looking at for long-term investors willing to tolerate a lot of volatility."

The potential acquisition of the company by another party has been in the works for months. Although the company terminated discussions with one potential acquirer on January 31, the bid from WHOLE FOODS MARKET <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: WFMI)") else Response.Write("(Nasdaq: WFMI)") end if %> was not completely unexpected. On June 9th, Whole Foods announced that it would issue 0.87 shares for each share of Amrion, valuing Amrion at $28 5/8 per share as of July 8th. Based on current earnings estimates, the 4.7 million shares Whole Foods will issue for Amrion will not affect current earnings estimates, although the higher rate of growth at Amrion should positively affect forward estimates -- perhaps explaining why, according to First Call, three of the six analysts covering the company have raised 1998 estimates in the past 30 days.

At $28 5/8, Amrion was valued at 29 times trailing earnings, 2.49 times trailing sales, and 6.1 times shareholder's equity. The company had 12.9% operating margins last quarter and generated a 25.7% annualized return on average equity over the same period. That valuation fully recognized the fact that operating margins had increased to 12.9% from 8.7% in the last quarter and that asset turnover (sales/assets) increased almost 50% year-over-year in the last reported quarter. Amrion's improving, high-growth, high-return business combined with Whole Food's distribution through its supermarkets created a combination that both companies apparently found compelling.

Rexall Sundown's recent merger discussions with Twinlab provide another look at valuation. Rexall has proposed that it swap 0.74 shares of its stock for each outstanding share of Twinlab, a deal that caused investors to dump Rexall when the potential merger was announced on July 1st. This price values Twinlab at $25 5/8 per share. With 27 million shares outstanding, Rexall would have to issue $691 million in equity and assume $100.3 million in debt to complete the deal. The deal represents a substantial premium to Twinlab's initial public offering price of $12 a share on November 15, 1996.

At the given price, Rexall is valuing Twinlab's debt and equity at 4.46 times the company's $177.3 million in trailing sales, approximately equal to the 4.93 times sales that Rexall shares currently warrant. Twinlab's valuation of 31 times trailing earnings is actually a slight discount to Rexall Sundown's 39 times multiple, indicating that the merger may actually not be dilutive to earnings. Why did investors react negatively to Rexall's potential acquisition of Twinlab? Looking a little deeper into the financials gives us an indication that it has to do with the fact that Twinlab generates its returns with $100 million in debt capital that Rexall would have to assume.

Twinlab sells its vitamins, sports drinks, and herbal supplements mainly through health food stores, generating operating margins in the 23% to 24% range. Although Twinlab's operating margins are much better than Amrion's, the company generates these margins with debt equal to 14% of its market capitalization compared to Amrion's spotless balance sheet. Asset turns are also much lower at Twinlab, as the company has more than 60 days sales outstanding compared to 10 for Amrion. Inventory turns are approximately equal, although Twinlab's deteriorated from the prior year. Because of Twinlab's substantial accumulated losses, comparing the two companies' return on equity is impossible.

Looking at the two acquisitions, these fast-growing, relatively small companies were valued at roughly 30 times trailing earnings and 3.25 times trailing sales, including any debt. The companies making the acquisitions were in similar or complementary businesses, and consequently probably placed a premium on the acquired companies because they believed they could squeeze out some costs. The remaining supplement manufacturers that would even be remotely comparable to these two companies are NATURAL ALTERNATIVES <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: NAII)") else Response.Write("(Nasdaq: NAII)") end if %>, NATURE'S SUNSHINE <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: NATR)") else Response.Write("(Nasdaq: NATR)") end if %>, NUTRAMAX <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: NMPC)") else Response.Write("(Nasdaq: NMPC)") end if %>, and WEIDER NUTRION <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: WNI)") else Response.Write("(NYSE: WNI)") end if %>.

CONFERENCE CALLS

MOTOROLA <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: MOT)") else Response.Write("(NYSE: MOT)") end if %>
(402) 220-4831 -- replay available through 7/10

HELEN OF TROY
<% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: HELE)") else Response.Write("(Nasdaq: HELE)") end if %>
(800) 275-2442 -- replay through 7/9

CANANDAIGUA WINE <% if gsSubBrand = "aolsnapshot" then Response.Write("(Nasdaq: WINEA)") else Response.Write("(Nasdaq: WINEA)") end if %>
(800) 839-1153 (password: 1234) -- through 12:30 p.m. EDT on 7/10

07/10/97 (Thursday)
HEILIG-MYERS <% if gsSubBrand = "aolsnapshot" then Response.Write("(NYSE: HMY)") else Response.Write("(NYSE: HMY)") end if %>
(Re: June sales and the purchase of Mattress Discounters)
(804) 254-3939 (option 1) -- replay

WE DELIVER - Get The Evening News delivered
to your e-mailbox every evening!


MORE FOOLISHNESS
A Foolish Library

For a change of pace, instead of using this space to plead with you to purchase some of our modest Foolish wares, allow us to shift the spotlight to some books not written by Fools. That's right -- if you're interested in reading some other perspectives on investing, but are just not sure where to begin, or which books might be too far from your Foolish center, head on over to FoolMart. There you'll find a host of titles which pass Foolish muster. Many were recommended by our own TMF Templr and are found on desks and shelves around Fool HQ. We've read 'em, we like 'em, and we recommend them to you, too. Included are titles by Peter Lynch, Mary Meeker, Michael O'Higgins, David Chilton, William J. O'Neill, and Chuck Carlson. The browsing is free, and the buying is easy!


Randy Befumo (TMF Templr), a Fool
Fool Plate Special

Dale Wettlaufer (TMF Ralegh), another Fool
Ups & Downs

Brian Bauer (TMF Hoops), and yet another Fool
Editing