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After months and months of speculation, Sirius and XM have announced that the two satellite radio giants will combine into one company under a $13 billion "merger of equals." Under the terms of the agreement, XM shareholders will receive a fixed exchange ratio of 4.6 shares of Sirius common stock for each share of XM they own. XM and Sirius shareholders will each own approximately 50 percent of the combined company.

Mel Karmazin, currently Sirius CEO, will become Chief Executive Officer of the combined company and Gary Parsons, currently Chairman of XM, will become Chairman of the combined company. The new company's board of directors will consist of 12 directors, including Karmazin and Parsons, four independent members designated by each company, as well as one representative from each of General Motors and American Honda. XM CEO Hugh Panero will continue in his current role until the anticipated close of the merger.

In a statement, the combined satcaster said that further management appointments will be announced prior to the deal's closing. The companies will continue to operate independently until the transaction is completed and will work together to determine the combined company's corporate name and headquarters location.

"We are excited for the many opportunities that an XM and Sirius combination will provide consumers," Parsons and Panero said in a joint statement. "The combined company will be better positioned to compete effectively with the continually expanding array of entertainment alternatives that consumers have embraced since the Federal Communications Commission (FCC) first granted our satellite radio licenses a decade ago."

"This combination is the next logical step in the evolution of audio entertainment," added Karmazin. "Together, our best-in-class management team and programming content will create unprecedented choice for consumers, while creating long-term value for shareholders of both companies. The combined company will be positioned to capitalize on Sirius and XM's complementary distribution and licensing agreements to enhance availability of satellite radios, offer expanded content to subscribers, drive increased advertising revenue and reduce expenses. Each of our companies has a strong commitment to providing listeners the broadest range of music, news, sports and entertainment and the best customer service possible. We look forward to sharing the benefits of the exciting new growth opportunities this combination will provide with all of our stakeholders."

The companies promise greater programming and content choices, as well as improvements on products such as real-time traffic, rear-seat video and advanced data services. They also promise the development and introduction of a wider range of lower cost devices and receivers. They also say that the merger "will enhance the long-term financial success of satellite radio by allowing the combined company to better manage its costs." The satcasters also believe that the merging will "better position satellite radio to compete for consumers' attention and entertainment dollars" in the marketplace.

The transaction is subject to approval by both companies' shareholders, the satisfaction of customary closing conditions and regulatory review and approvals, including antitrust agencies and the FCC. Pending regulatory approval, the companies expect the transaction to be completed by the end of 2007.

Both companies will report their quarter and year-end financial numbers early next week. Last Friday, financial analyst firm Bear Sterns released a note suggesting that now was the best time for a merger to take place, before the fiscal reports come out, and giving plenty of time for regulators to work out the kinks. If announced now, Bear Sterns projects that the deal could close and become official by the middle of 2008.

If a satcaster merger is in the cards, it would face intense scrutiny from the FCC. Just last month, FCC Chairman Kevin Martin suggested that a merger would be blocked by rules the Commission put in place when satellite radio was starting to become a reality. He noted the rules specifically state that there cannot be "one entity owning both of those licenses" and there must be at least two satcasters in operation.

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The King of All Media has scored himself a hot piece of ass.

Doing something he swore he'd never do, last night shock radio pioneer Howard Stern proposed to his long-time model girlfriend Beth Ostrosky, he announced this morning on his radio show.

Stern who was first married for 20 years, divorced in 2000. He met Ostrosky a year after the divorce and has been exclusive with her ever since. The two have been living together after she moved into Stern's massive apartment in the Upper West Side of Manhattan.

"Do you want your Valentine's Day gift now?" Stern said this morning on his popular program on Sirius Satellite Radio, recalling how he proposed last night.

According to the self-proclaimed King of All Media, when the 6-foot tall skinny blonde model said that yes, she would like her Valentine's Day gift early, he demanded that she first get naked.

When she protested, complaining that she didn't want him to see her nude because she was "fat", the radio broadcaster said that he thought to himself, "any girl who looks like that and think she's fat -- I've got a chance with her."

After Ms. Ostrosky disrobed, Stern produced a 5.2 carat diamond ring.

Stern then said, "I love you. You're everything to me. This is so gay... I'm asking you to spend the rest of your life with me."

Ostrosky said yes and the pair made love.

"She was more in shock, and then we were fucking." Stern said. "Of course the dog is smelling my balls and ass."

Ostrosky added, "I had my hand up and was looking at my ring the whole time."

After Ostrosky's reportedly "very hard" orgasm, one that rated 5.2 on the richter scale, they joked, Stern called his fiancee's father, a man less than ten years older than the shock jock. Apparently Stern had yet to ask for permission to marry the 34-year old swimsuit and lingerie model.

Mr. Ostrosky only had one demand, Stern recalled, "never call me dad." Stern said he happily agreed.

"The Howard Stern Show" was the highest rated morning program in LA and NY over an incredibly long stretch that began over 20 years ago. In January 2006, Stern began work with Sirius who had signed him to a record-setting five-year, $500 million contract.

At the time that Stern first announced he was leaving terrestrial radio and moving to uncensored satellite, Sirius had 600,000 subscribers, today, 13 months after Stern's arrival, they have over 6 million subscribers who pay at least $13 a month for the foul-mouthed sexually charged comedy.

This is Ostrosky's first marriage.

The two say that the wedding is something they don't want to even think about, and that people should prepare for a very long engagement.

NEW YORK — Shortly after making his entrance, Oscar winner Jamie Foxx found model Janice Dickinson and her ample cleavage pressed tightly against him.

Then Foxx posed for a photo-op with hip-hop legend Grandmaster Flash, and later traded handshakes and hugs with New York Giants linebacker LaVar Arrington.

The VIP lounge at Lotus? The red carpet at the Grammys?

Try the star-studded offices of Sirius Satellite Radio, a haven for bold-faced names found 36 floors above Manhattan in a Rockefeller Center skyscraper.

The company headquarters draws an eclectic collection of celebrities, sports stars, musicians and Martha Stewart, often simultaneously, with many wandering casually through the halls on their way to or from a studio.

The diversity of talent is best summed up this way: Howard Stern and Cardinal Edward Egan do their shows a few hundred feet apart.

Only here could "The King of All Media" and a prince of the church cross paths — uncensored, of course.

"You walk through the halls here, and it's absolutely mind-blowing," Stern said. "There's energy, and there's synergy. You walk out after a show and wind up hanging out. ... It's like a big old kibbutz."

A somewhat typical morning found Foxx announcing his new Sirius channel as singer Evan Dando performed live in a nearby studio.

National Football League All-Pro Tiki Barber fielded questions for the NFL Network.

Not far away, Candace Bushnell of "Sex and the City" fame quizzed Dickinson.

At the end of a hallway, Stewart's daughter Alexis sat on the floor, kicking around ideas for her upcoming program. And Sean Avery of the Los Angeles Kings took advantage of the National Hockey League All-Star break to do an interview in yet another studio.

"It's neat — it's a mosh pit, a melting pot, and we're all here doing the same thing," says Barber, the recently retired Giants star who co-hosts a Sirius show with twin brother Ronde.

Sirius offers more than 130 channels, including 69 music channels and 65 channels of sports, news and talk — and is fighting for subscribers with XM Satellite Radio, which features its own star-studded lineup.

XM features Oprah Winfrey's channel, Bob Dylan's "Theme Time Radio Hour," major league baseball and "The Ellen DeGeneres Show."

Although Sirius features the NFL, the NBA and CNN, its main attraction remains Stern, who joined the satellite world in January 2006 and now runs a pair of stations for the company.

One year after Stern's arrival, Sirius boasts a little more than 6 million subscribers — XM has
7.6 million — far beyond projections by Wall Street analysts of 3.5 million by the end of 2006.

But Stern says his move to satellite also invigorated his show (although perhaps not as much as his wallet).

Stern producer Gary Dell'Abate offered an example of how things work at Sirius: Richard Simmons, who does his own show, showed up in studio to end a long-running feud with Howard.

The Stern show even landed one big guest found just walking around the floor: Smokey Robinson, who stuck around for a 20-minute stint.

"The cool thing is running into people in the building," Dell'Abate says. "And there's always people in the building."

It's true. JD Williams, who played the doomed character Bodie on HBO's "The Wire," strolls through the halls almost unnoticed shortly after Foxx departed.

The white hallways are scrawled with signatures written in black markers by guests from the various programs, with plenty of musical acts represented: the Beach Boys, Alice Cooper, the Raveonettes. The scrawl fits in with the loose atmosphere, where the stars are so ubiquitous they can almost feel anonymous.

By afternoon, renowned disc jockey "Cousin Brucie" Morrow is preparing for his show. Down the hall, so is former presidential candidate Bill Bradley.

Morrow raves about the buzz around the floor, comparing it to the Brill Building — the home of songwriting giants Burt Bacharach, Carole King, Neil Sedaka and others in the early 1960s.

"I never thought I would hug and kiss Martha Stewart," Morrow says. "You have personality here in the hallways."

Bradley, whose program is "American Voices," has his own list of random get-togethers. The former three-term U.S. senator from New Jersey brought musicians Bette Midler, Bonnie Raitt and Max Weinberg on his show after meeting them in the building.

Stern says he was invited to appear on the Catholic Channel — and he might do it.

"It could be kind of cool," he says.