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THE BALTIMORE SUN

In The Region

NeighborCare suitor, Omnicare, provides data to regulators

Omnicare Inc., the Kentucky company making a hostile take-over bid for Baltimore-based NeighborCare Inc., said yesterday that it had completed sending information about the proposed deal to federal antitrust regulators.

Omnicare said it has agreed with the Federal Trade Commission that it will not attempt to complete the deal for at least 55 days. A thumbs-down from the regulators would scuttle the deal. If the regulators find the combination would not violate antitrust rules, Omnicare still has to persuade NeighborCare's board, which has resisted the $30-a-share bid for a year so far, or 80 percent of its shareholders.

Omnicare has said it will begin proxy fights to replace members of NeighborCare's board. Since board terms are staggered, it would take at least two years for Omnicare to change the control of NeighborCare's board. Some analysts have predicted the battle would end with NeighborCare's board agreeing to a higher price.

Northrop to inspect wings of Navy Orion P-3C planes

The wings of six Navy planes will be inspected for structural fatigue at Northrop Grumman's Hagerstown facility under a contract announced yesterday by the defense contractor.

The six are from the Navy's fleet of about 225 Orion P-3C aircraft and will be inspected by Northrop Grumman's Electronic Systems sector, a spokesman for the defense contractor said. A number of the aircraft are either grounded or flying under heavy performance restrictions as they await the inspection, the company said.

Financial terms of the contract were not released. The work will be conducted under a prime contract awarded to ARINC Inc., Northrop said. The planes were made by Lockheed Corp. from the 1960s to 1990.

AAI buys British maker of pilot simulators

AAI Corp., the Hunt Valley maker of unmanned aerial surveillance craft used in the Iraq war, acquired England's ESL Defence Ltd. yesterday, paying $10 million for the electronic warfare systems company.

ESL designs and produces military simulators that train pilots for combat and test in-flight self-protection measures.

AAI expects the acquisition to help it become a global supplier of military aircraft equipment. It has seen its sales rise substantially as the Bush administration embraces new military technologies.

Jos. A. Bank expects 29% rise in 4Q earnings

Men's apparel retailer Jos. A. Bank Clothiers reported preliminary results yesterday for fiscal 2004 which show that its earnings rose 29 percent in the fourth quarter to 88 cents per share, from 68 cents per share in the fourth quarter of 2003.

For the year, earnings rose 47 percent to $1.72 per share, compared with $1.17 per share in fiscal 2003.

The Hampstead chain said fourth-quarter net income increased 32 percent to $12.6 million, compared with $9.5 million in the fourth quarter a year earlier. For the fiscal year, net income jumped 50 percent to $24.5 million, compared with net income of $16.3 million in fiscal 2003.

Milne succeeds Booth on MedImmune board

MedImmune Inc. said yesterday that George M. Milne Jr., a retired Pfizer Inc. executive, has joined its board of directors as the seventh member.

Milne replaces Melvin D. Booth, who retired in January from positions as the company's president and chief operating officer, and is now retiring from the board after seven years of service. Booth will join MedImmune Ventures Inc., an investment arm of the Gaithersburg biotechnology business.

Md. drugmaker seeks OK of FDA on bowel treatment

Sucampo Pharmaceuticals Inc. of Bethesda has filed a new drug application with the Food and Drug Administration for its constipation treatment "lubiprostone," a compound shown to increase intestinal fluid secretion and soften stool.

The application, filed last week, is the last step required before bringing the drug to market. If it's accepted, this would be the first drug Sucampo has commercialized, though it has several other candidates in the pipeline, including a treatment for cystic fibrosis and liver diseases.

Biotech firm ProteinOne relocates to Bethesda

ProteinOne said yesterday that the 15-person company has relocated to offices in Bethesda from a technology incubator program at the University of Maryland, College Park.

The March 21st move puts the 4 1/2 -year-old business, which mass produces "purified proteins" for others to use when developing new therapies and diagnostic tests, closer to its biggest customer - the National Institutes of Health - as well as dozens of other biotechnology businesses along Montgomery County's Interstate-270 corridor, the state's biotech hub.

Elsewhere

Amazon buys firm that publishes books upon demand

Amazon.com Inc. has acquired a publishing company that prints books when they're ordered rather than relying on warehouses stocked with titles, the online retailer said yesterday. Terms were not disclosed.

BookSurge LLC, based in Charleston, S.C., offers an inventory-free book fulfillment network to publishers and authors, and has a wholesale service for retailers, wholesalers and distributors.

BookSurge, founded in 2000, maintains a catalog with thousands of titles that are printed on demand and available for sale on Amazon.com.

Verizon may abandon effort to acquire MCI

Verizon Communications Inc. threatened yesterday to abandon its $7.51 billion bid for MCI Inc. if directors of MCI decide a competing offer from Qwest Communications International Inc. is better.

Verizon, the largest U.S. local-telephone company, is turning up pressure on MCI, the No. 2 U.S. long-distance phone company, which has until today to decide on the $8.94 billion offer from Qwest.

The ultimatum suggests that New York-based Verizon won't sweeten its bid, raised to $23.10 a share last month amid complaints by MCI's top shareholders including Mexican billionaire Carlos Slim and persistence by Qwest, the No. 4 U.S. local-phone carrier. MCI directors snubbed Qwest's earlier offers to ally with a company they said would form a stronger partner.

Morgan Stanley to spin off Discover credit card unit

Morgan Stanley confirmed reports yesterday that its board of directors had approved a plan to spin off its Discover Card credit division, leading to increased speculation that the entire company could be on the block.

Shares of the Wall Street brokerage house, which gained more than 2.5 percent on media reports of the potential sale during regular trading, rose another 1.4 percent after-hours after the formal announcement. No potential buyer has been identified.

The move comes as dissident shareholders and former executives of Morgan Stanley stepped up their letter-writing campaign, calling for the removal of Philip J. Purcell, Morgan Stanley's chairman and chief executive, in a full-page newspaper ad.

Dow Jones Newswires, quoting an unidentified source close to the board, said the directors authorized the divestiture, which is expected to net between $8 billion and $9 billion.

Notes in Grasso case aren't confidential

The judge presiding over the excessive-compensation case against ousted New York Stock Exchange Chairman Richard A. Grasso said that notes used to prepare a report on Grasso's pay aren't confidential.

The report itself was made public already, but yesterday's decision deals with the "interview memoranda" used for the report.

The decision, by New York state Judge Charles Ramos, makes it likely that more background on the pay process used for Grasso will come to light.

This column was compiled from reports by Sun staff writers, the Associated Press and Bloomberg News.

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