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CHICAGO -- Unable to reach a verdict Friday, Tribune Co.'s independent directors planned to resume deliberations yesterday on whether to accept Chicago billionaire Sam Zell's $33-per-share proposal for the media company or a rival 11th-hour offer from Los Angeles billionaires Eli Broad and Ron Burkle worth $34 a share, sources said. A meeting of the full Tribune board is scheduled for today, when a final decision could be voted on. Tribune owns The Sun, as well as the Los Angeles Times and the Chicago Tribune.

While the rising cost of pepper is nothing to sneeze at, McCormick & Co. said earnings for the second half of the year should be higher than previously forecast after reporting better-than-expected second-quarter results yesterday. The Sparks-based spice maker said new products such as low-sodium Zatarain's rice dishes and expanded advertising in Europe and Asia should buoy sales in the third and fourth quarters, which are typically the company's strongest. McCormick should also benefit from a favorable currency exchange rate.

EASTON -- Black & Decker Corp.'s chairman said yesterday that he removed a top executive as a pre-emptive strike, fearing that the president of the power tools division would quit and leave the Towson-based company in a vulnerable position.Black & Decker shares fell about 8 percent Thursday, the day after Joseph Galli's departure as president of the Worldwide Power Tools and Accessories Group was announced. Yesterday, shares closed at $54.0625, up 6.25 cents.Galli was replaced by Paul F. McBride, 43, who worked at General Electric for 21 years, most recently as president of its global silicone products business.

CHARLOTTE, N.C. -- First Union Corp., the sixth-largest U.S. bank, agreed yesterday to buy Chicago-based Everen Capital Corp. for $1.1 billion in stock, its second acquisition of a securities firm in a year.Everen shareholders will get 0.555 First Union share for each of their shares. Everen shares yesterday rose $4.3125 to $28.4375; First Union fell $1.25 to $53.75.First Union, based in Charlotte, said the acquisition will form the sixth-largest U.S. brokerage firm, with assets of $147 billion and 3 million customers.

Baltimore Gas and Electric Co.'s earnings fell in the fourth quarter of 1998, the company said yesterday, attributing the decline in part to unseasonably warm weather and cost increases.BGE generated earnings of $13.2 million, or 9 cents per share, in the period that ended Dec. 31, compared with $18.3 million, or 12 cents a share, in the corresponding period of 1997.BGE's revenue in the quarter totaled $790.4 million, down 2.7 percent from a year earlier.The company also attributed its fourth-quarter results partially to an "accounting technicality" that recorded a full year of assets depreciation in the fourth quarter, said Kevin Miller, BGE's director of financial planning.

Black & Decker Corp. shares fell $4.25 each, or about 7 percent, to close at $53.625 yesterday after the Towson-based toolmaker posted fourth-quarter and year-end earnings that met forecasts, but cautioned that sales growth could slow this year.Black & Decker said net income in the quarter that ended Dec. 31 was $91.6 million, or $1.03 per diluted share, compared with $97 million, or $1 per share, in the same period the year before. Excluding several one-time items and before restructuring expenses of 8 cents a share, the company earned $98.1 million, or $1.10 per share.

Allegheny Energy Inc. yesterday reported second-quarter earnings of $64.5 million, or 55 cents a share, compared with a net loss of $211.6 million, or $1.73 a share, in the second quarter of 1998.Included in the 1998 numbers was a charge of $265.4 million associated with the Hagerstown-based utility's restructuring order in Pennsylvania.Nearly half of the company's 1.4 million customers are in Pennsylvania, the only state in the company's five-state service area with a deregulated electricity industry.

Mid Atlantic Medical Services Inc., the Rockville-based managed care insurer, posted third-quarter profit of $7.12 million, or 17 cents per share -- a vast improvement over the comparable period last year and 2 cents higher than analysts' earnings per share expectations.In the third quarter of 1998, the company reported a loss of $6.74 million, or 15 cents per share -- a loss attributed to the settlement of an audit by the U.S. Office of Personnel Management. Without that one-time event, MAMSI would have had net income of $3.98 million, or 9 cents a share.

Rite Aid Corp. of Camp Hill, Pa., said yesterday it restated earnings for fiscal year 1999 and two prior years after federal regulators reviewed the third-largest U.S. drugstore chain's accounting practices related to a spate of acquisitions. Fiscal 1999 earnings were lowered by 9 percent, 1998 earnings were cut by 3.3 percent and 1997 earnings were raised slightly.The review by the Securities and Exchange Commission -- which began after Rite Aid filed documents with the agency in December for a $650 million debt offering -- sparked the restated earnings for 1997 and 1998.

NEW YORK -- In his annual reports to Berkshire Hathaway Inc. shareholders, Chairman Warren Buffett shows a table that pits his investment record against the Standard & Poor's 500 index, the benchmark for most money managers.This year, the reading will look like an aberration. For the first time since 1980, Buffett, widely labeled as one of the world's shrewdest investors, won't beat the market.Buffett compares the annual percentage increases in Berkshire Hathaway's book value -- and there have been nothing but gains starting with 1965 -- with gains and losses in the S&P 500. Berkshire's book value, or net worth, includes its earnings over the years, the market value of its stocks and bonds and adjustments for acquisitions.

The death of John R. Yates this week is a reminder of the dangers bicyclists face not only on the streets of Baltimore but along most every thoroughfare and intersection where they must share the road with cars. The 67-year-old died after running into the rear wheels of a truck turning right from Maryland Avenue to Lafayette Avenue. It's not entirely clear who was at fault in the incident. (Running into a slow, right-turning vehicle is one of the more common bike collisions). The truck driver may not even have been aware of his presence, according to a city police spokesman.

Baltimore money manager T. Rowe Price Group said Friday that its second-quarter profits fell 38 percent from the same period a year ago, but the company beat Wall Street expectations and clients poured $3.5 billion into its mutual funds and other investments. Net income for the three months ending June 30 declined to $100 million, or 38 cents per share, compared with $162.2 million, or 59 cents per share, a year ago. Price's earnings exceeded Wall Street expectations of 34 cents per share.

Spice maker McCormick & Co. said Thursday that its second-quarter earnings dropped to $50.7 million, or 38 cents per share, largely because of restructuring charges involving a plant consolidation overseas. For the comparable quarter a year ago, the Sparks-based company reported a profit of $53.3 million, or 41 cents per share. Without the special charges, McCormick earned 42 cents per share for the quarter that ended May 31, beating company and analysts' expectations, said Alan D. Wilson, chairman, president and chief executive.

Shares of Legg Mason Inc. fell more than 17 percent Tuesday after the Baltimore money manager reported its fifth quarterly loss in a row and announced it was slashing its quarterly dividend to 3 cents per share. The company lost $325.1 million, or $2.29 per share, in the fourth quarter ended March 31. That compares with a $255.5 million loss, or $1.81 a share, for the corresponding quarter a year earlier. Legg shares fell $3.90 to close at $18.63 per share. Mark R. Fetting, chairman and chief executive, said the drop in price was partly investor reaction to the 21-cent cut in the quarterly dividend on common stock.

FTI Consulting shares show gain Shares of Baltimore's FTI Consulting rose nearly 9 percent Wednesday after a first-quarter earnings report that beat anaylsts' expectations. Earnings rose to $31.7 million for the quarter, or 60 cents per share, and there was a $1 million increase over the corresponding quarter last year. Revenue reached a record $347.8 million, a 13.3 percent increase over a year ago. The company, which offers forensic and litigation consulting as well as technology services, said business picked up in the first quarter in light of the financial crisis.

Jos. A. Bank Clothiers Inc. says the kind of heavy promotions for which it has been criticized in the past is helping it through a turbulent economy. The Hampstead-based men's retailer said yesterday that fiscal fourth-quarter comparable sales, or for those stores open at least a year, jumped 13 percent, while yearly sales increased 8.9 percent. Net income for the fourth quarter ended Jan. 31 was $30.4 million, or $1.66 per share, compared with $26.5 million, or $1.45 per share, the year before.

Shares of McCormick & Co. fell 9.5 percent Tuesday after the spice maker said its annual sales would likely be at the low end of the company's guidance as consumers trade down to less expensive spices, and restaurants and food manufacturers cut back on orders. The Sparks-based company previously provided guidance of a 2 percent to 4 percent sales increase for its fiscal year, which ends in November. Investors responded by sending stocks down $3.18 to $30.26 a share. McCormick announced the projection as it reported a 12 percent earnings increase for the fiscal first quarter.

A reader asked for help in telling her kids she'd been laid off. I asked Brad Sachs to respond. He's a psychologist in Columbia who has written books on parenting, including The Good Enough Child, The Good Enough Teen and When No One Understands. Here are his tips: * Be straightforward. "Children need to be able to trust their parents, and trust is rooted in knowing that they will be dealt with honestly." Sachs suggests you say something like: "I have some not-so-great news to share with you, but I think you're old enough that I can be truthful.

Glitch at Verizon knocks thousands off Internet Several thousand Verizon customers in the Baltimore area were without Internet access for much of yesterday after a circuit board malfunctioned, a Verizon spokeswoman said. The glitch occurred during the late morning but was not caused by higher volume related to the presidential inauguration, according to spokeswoman Sandra Arnette. As of late afternoon, she said, technicians were still working to replace the board. Lorraine Mirabella CSX's 4th-quarter earnings fall 32% NEW YORK : Railroad operator CSX says its fourth-quarter earnings sank 32 percent from a year earlier, mostly as the result of a sizable writedown on the value of a resort the company owns.

Under Armour shares slumped 13 percent yesterday after the Baltimore sports apparel company said that fourth-quarter earnings probably would be lower than expected because of the weak retail environment. The company expects revenue of $179 million to $180 million and earnings per share of 16 cents to 18 cents for the quarter that ended Dec. 31. Analysts polled by Thomson Reuters had predicted a higher revenue of $209.7 million, or 49 cents per share. Under Armour will release fourth-quarter results Jan. 29. The company said that it had a higher cancellation than expected of orders from wholesalers.