Texas Instruments' directors decided not to seek shareholder approval of a stock option plan because they knew an influential adviser to investors would oppose it, the computer-chip maker said. That led the adviser, Rockville-based Institutional Shareholder Services, to tell clients to withhold votes for all eight incumbent directors at today's annual meeting. The group cited a pending New York Stock Exchange rule to require member companies, including Texas Instruments, to submit new option plans to a shareholder vote. The company's board adopted a plan in January to assign 240 million shares to its employee stock option program. The plan is now in effect.

Bethlehem Steel Sale to Close April 30

Bankrupt Bethlehem Steel will complete the $1.5 billion sale of its mills to International Steel Group on April 30, assuming a U.S. bankruptcy court approves it after a hearing Tuesday, Bethlehem chief executive Robert S. Miller said. Bethlehem rejected two late offers that Miller said didn't qualify as valid bids, lacking both financial particulars and necessary deposits of $10,000. Cleveland-based ISG was formed last spring by turnaround specialist Wilbur Ross Jr., reviving bankrupt LTV's mills.

MORE NEWS

Vivendi Universal said Apple Computer may bid $6 billion for its Universal Music Group. Buying the unit would more than double Apple's sales, which totaled $5.74 billion in the year that ended in September. Vivendi director Claude Bebear also said NBC Television owner General Electric, Viacom and Liberty Media Chairman John C. Malone are interested in buying some of Vivendi's U.S. entertainment unit.

Bushnell, which makes binoculars and other optical equipment, pleaded guilty to exporting night-vision equipment without Commerce Department approval. The company admitted in a plea agreement to shipping hundreds of night-vision scopes to Japan and other countries and to conspiring to cover its tracks. For example, products were shipped to U.S. addresses and then shipped on to Japan.

Lillian Vernon Corp., the 52-year-old seller of monogrammed knickknacks and items for the kitchen and garden, agreed to be acquired and taken private by a closely held investment firm for about $60.5 million. Chairman and founder Lillian Vernon, 76, the catalogue and Internet retailer's largest shareholder, will give up her daily responsibilities and be a non-executive chairman, the company said.

Starbucks agreed to acquire hometown competitor Seattle Coffee from AFC Enterprises for $72 million to increase sales to supermarkets, hotels and airlines. The acquisition includes 129 Seattle's Best Coffee restaurant locations, 21 Torrefazione Italia shops and the more profitable wholesale coffee business, which accounts for about 80 percent of revenue, Starbucks said.

Crane, whose products include vending machines and airplane brakes, agreed to buy Signal Technology for about $153 million in cash. The offer values Signal Technology at $13.25 a share, Crane said, 16 percent higher than Signal's closing price. Signal makes electronic components used in missiles and military aircraft.

Federated Department Stores, the parent company of Macy's and Bloomingdale's, said it would reinstate dividends after 15 years, and added $500 million to its share-repurchase plan. Federated is "a cash-rich company, and this is a way of returning some value to shareholders," spokeswoman Carol Sanger said. The 12.5-cent quarterly dividend is payable July 1 to shareholders as of June 16.

Matthew C. Gless, former chief financial officer of bankrupt software maker Peregrine Systems, pleaded guilty to conspiracy and securities fraud, the Justice Department said. Gless also admitted that the company engaged in fraudulent accounting and business practices in an effort to artificially inflate its financial condition. He will be sentenced Sept. 15.

Sony said its U.S. video-game unit will withdraw an application to use "Shock and Awe" as a trademark. The company said the application was "an exercise of regrettable bad judgment."

INTERNATIONAL

Dutch prosecutors said they are investigating grocery retailing giant Ahold, which disclosed in February that it overstated profit at its U.S. Foodservice unit. Dutch newspaper reports said the inquiry is focused on how Ahold accounted for its 50 percent-owned ICA joint venture in Scandinavia. Ahold is already the focus of investigations by the U.S Securities and Exchange Commission and a federal grand jury in New York.

Finmeccanica, Italy's state-owned defense company, said its board approved a planned purchase of Fiat's aerospace unit with U.S. buyout firm Carlyle Group. Finmeccanica said the company is considering acquiring a minority stake in FiatAvio. Fiat agreed April 7 to sell FiatAvio to Carlyle and Finmeccanica for $1.7 billion. The companies said last week that they aim to conclude talks within five weeks.

P&O Princess Cruises shareholders in London approved the company's $5.5 billion agreement to be acquired by Carnival in a deal that will create the world's largest operator of cruise ships.

LOCAL BUSINESS

Giant Food of Landover, the Washington area's dominant supermarket chain, appointed Frank Curci chief operating officer, effective June 1. Curci is leaving Tops Market -- which, like Giant, is owned by Netherlands-based Royal Ahold -- where he has been president and chief executive since June 2000.

EARNINGS

Altria Group said its first-quarter profit fell 7.6 percent, to $2.19 billion. The parent company of Philip Morris also said it has temporarily suspended its share-buyback program because of problems obtaining financing. Sales dropped 5.7 percent, to $19.4 billion, mostly because of the lost of revenue from Miller Brewing, which Altria sold in July.

Ford said it had first-quarter profit of $896 million, compared with a loss of $1.1 billion in the same period last year. Revenue rose 3.5 percent, to $41 billion.

Coca-Cola said it earned $835 million in the first quarter, compared with a loss of $194 million in the quarter a year earlier. Revenue in the quarter was $4.49 billion, compared with $4.08 billion in the first quarter of 2002.

Merrill Lynch said first-quarter earnings rose 6 percent, to $685 million. Revenue fell 5 percent, to $4.9 billion.

UnitedHealth Group, the biggest U.S. health insurer, said first-quarter profit rose 37 percent, to $403 million. Revenue increased 16 percent, to $6.98 billion.

Harley-Davidson said first-quarter profit rose 55 percent, to $186.2 million, as its motorcycle sales increased 16 percent in Europe and 13 percent in Japan. U.S. sales fell 3.2 percent, however. Overall sales were up 20 percent at $1.11 billion.

Tribune Co., the owner of the Chicago Tribune and 26 television stations, reported a first-quarter profit of $141.2 million as television advertising rose 11 percent. Overall sales rose 4.6 percent, to $1.29 billion. A year ago Tribune lost $101.6 million in the first quarter.

Caterpillar posted a 61 percent increase in first-quarter profit, citing continued cost cutting and improved sales. The world's biggest maker of heavy construction equipment said it earned $129 million, up from $80 million a year earlier. Sales rose to $4.82 billion, from $4.41 billion a year earlier.

Sun Microsystems reported a small profit in its fiscal third quarter even though its sales fell 10 percent. The maker of computer servers said it earned $4 million in the three months ended March 30 on sales of $2.79 billion. That compared with a loss of $37 million on revenue of $3.1 billion in the same quarter last year.

Compiled from reports by the Associated Press, Bloomberg News, Dow Jones News Service and Washington Post staff writers

Apple Computer said earnings fell to $14 million in its second quarter, which ended March 29, from $40 million a year earlier. The company's revenue fell 1.3 percent, to $1.48 billion.