Sirius Satellite Radio Inc.'s (NASDAQ: SIRI) $3.5 billion acquisition of rival XM Satellite Holdings Inc. (NASDAQ: XMSR) might at long last be approved by the Federal Communications Commission, according to the Wall Street Journal.

"Republican commissioner Deborah Taylor Tate is the only FCC member left to vote on the deal and she is expected to do so shortly, two FCC officials close to the negotiations said," the paper said. "She is expected to sign off on the deal in exchange for a consent decree that resolves several enforcement issues involving the satellite radio companies and a combined fine of about $20 million, an FCC source close to the deal."

Even with the regulatory hurdles just about cleared, the future of satellite radio is far from clear. As my colleague Douglas McIntyre noted earlier today, losses at both companies are narrowing but their subscription growth rates are slowing. Both firms also are more than $1 billion in debt.

Though I am a big fan of the medium, I wonder sometimes whether its moment in the sun has past. Remember BetaMax and 8-track players were considered cutting edge at one time.

Three of the commissioners of the FCC have voted on the Sirius (NASDAQ: SIRI) merger with XM Satellite (NASDAQ: XMSR). Two have voted in favor, and one has voted against. That leaves two other votes. In other words, the deal could still be killed.

One of the remaining commissioners has indicated that he would vote for the merger if the companies would agree to a six-year price cap on their services. According to The Wall Street Journal, "The offer was viewed as an attempt to start negotiations, but the companies so far are showing little interest in haggling."

Is it any wonder? The most recent earnings reports from the two companies indicate that, while their losses are getting smaller, their subscription growth rates are slowing. Each firm has more than $1 billion in debt and neither has ever had an operating profit. In other words, if the companies cannot raise their rates the chances of them becoming profitable are significantly curtailed.

The FCC may be putting Sirius and XM in an almost impossible position. If they are willing to make moves which could hurt their earnings longterm, they may get the votes they need for approval. If not, the merger could be scuttled.

The future of satellite radio is now based on two bad outcomes.

Douglas A. McIntyre is an editor at 247wallst.com

Tribune, formerly a public newspaper and broadcast company, lost the publisher of its largest newspaper, the LA Times, and the editor of its flagship, the Chicago Tribune. New controlling shareholder Sam Zell is in trouble, burdened by buyout debt he may not be able to pay.

Most analysts saw another modest drop in newspaper ad revenue this year. It has been much worse than that. At some companies in the industry, ad sales are off nearly 15%. An analyst recently dropped his price target on The New York Times Company (NYSE: NYT) to $8 and said the firm would have to cut its dividend. The stock currently trades at $13.21.

The two public companies which are at most risk for not making it another year are Gatehouse (NYSE: GHS) and McClatchy (NYSE: MNI). Both took on big debt loads buying newspaper properties. Both are seeing operating income chopped by falling sales. Either could hit debt service problems which could force them to sell properties of file for Chapter11.

Gatehouse dropped as low as $1.11 in the last few days. Its 52-week high is $19. McClatchy is down to $4.93 from a 52-week high of $28.65. Gatehouse is the most troubled with a high dividend and $1.3 billion in long-term debt.

Newspapers companies have gone from being in a tight spot to being candidates for liquidation. They are a short-seller's dream.

Douglas A. McIntyre is an editor at 24/7 Wall St.

"Companies dependent on consumer spending have been under a cloud on Wall Street," cautions Chuck Carlson, the industry's leading expert on dividend reinvestment plans.

"However, Disney (NYSE: DIS) is one of those consumer-dependent stocks where conventional wisdom may not be correct," he adds in his The DRIP Investor.

"With $4-per-gallon gasoline, one would think that the high cost of travel would take some steam out of the firm's theme park attendance. However, recent results on this front were decent, and the firm's other businesses have held up, too.

"To be sure, a prolonged recession would impact business. Still, Disney has done a nice job of positioning its theme parks as an affordable vacation for families, and that should help it continue to weather
economic weakness.

"Disney surprised Wall Street with the resiliency of its theme-park and resort business in the fiscal second quarter. Revenue for the unit jumped 11% in the quarter. Results were aided by a boost in international visitors taking advantage of the weak dollar.

Sirius Satellite Radio Inc. (NASDAQ: SIRI) Chief Executive Officer Mel Karmazin seems exasperated that the Federal Communications Commission has yet to rule on his company's merger with XM Satellite Radio Holdings Inc. (NASDAQ: XMSR) which was filed more than a year ago.

"We share the reasonable frustration that many of our investors feel regarding the time it has taken," said the loquacious CEO during yesterday's earnings conference call (via SeekingAlpha). "We also share the outrage that some have expressed to me regarding press reports of opportunistic parties trying to take advantage of the process and extract value for themselves that properly belongs to SIRIUS subscribers and shareholders."

Karmazin has a point. The FCC review of the satellite radio merger has moved at a glacial pace because of the opposition of the terrestrial radio industry which figures that any medium that employs Howard Stern needs to be stopped at all costs. As yesterday's earnings report indicates, the industry is not big enough to support two companies.

Sirius reported a first-quarter net loss of $104.1 million, or 7 cents a share, narrower than $144.7 million, or 10 cents a share, a year earlier. Revenue rose 33% to $270.4 million. The results, which matched Wall Street expectations, were helped by a drop in SAC per gross subscriber addition to $91 in the first quarter from $101 a year earlier. The company ended the quarter with 8.64 million subscribers, up 31% from a year earlier. Average revenue per subscriber was little changed at$10.42,

Shareholders of Cablevision Systems Corp. (NYSE: CVC) must be scratching their heads over the company's $650 million purchase of Newsday from Tribune Co., the latest in a long series of baffling moves by the Dolan family, which controls the New York-based cable company.

The theory -- if you want to call it that -- is that Cablevision would be able to market the newspaper to its customers and that the company would be able to add additional content to its cable news channel. This makes no sense. People have stopped reading newspapers in droves. The only way that they would even consider subscribing is if Cablevision practically gave the newspaper away. Newsday could have struck an alliance with the cable channel to share content without the paper changing hands; these sort of deals happen all of the time.

Maybe advertisers will be more interested in Newsday now that Cablevision will be able to bundle ad space in the paper and its website along with cable commercial time. The problem, though, is that residents in Long Island have a plethora of media choices including the New York Times, New York Daily News and The New York Post. Like the readers, the only way that advertisers that aren't in the newspaper now would consider doing business with Newsday would be with steep discounts.

One of the messages out of the Google (NASDAQ:GOOG) shareholder meeting was that management plans to make more money on huge video-sharing site YouTube. Without going into detail, the search company said it would bring out sets of software tools which would make it easier for marketers to use the site more effectively.

According to Reuters, Eric Schmidt, the company's CEO "said getting the video sharing site to make money is the Web search company's top priority for the year." It is a nice promise, but it is hard to see how it will work.

Unlike new video sites including Hulu, a premium content web destination used by the large media companies to showcase their video, most of the YouTube content is posted by the ordinary citizen. The clips are primarily short and of poor quality. For some time, one of the most popular videos on YouTube was "The Farting Preacher." That may not be the kind of content big marketers find appropriate to use to draw new customers.

YouTube's problem is not its size. It is the largest video site in the world, based on visitors. But, it is also a website based on a community of people who see its as a place to homestead with the own content. Advertisers may never be comfortable with that.

Douglas A. McIntyre is an editor at 247wallst.com and the author of the Ten Stocks Over $10 letter.

When it comes to big merger news, investors let the media get away with making sleazy deals with sources in exchange for access. The case of the aborted Microsoft Corp. (NASDAQ: MSFT) -- Yahoo Inc. (NASDAQ: YHOO) deal is no different.

Investors would be nauseated by the amount of butts that get kissed behind the scenes during these drawn-out sagas. Reporters suck up to companies, public relations people and investment bankers and vice versa. I saw some of this first hand when I worked for Bloomberg and would write about deals from time to time.

Since the number of people who actually know anything about an acquisition is fairly small, members of the media contort themselves into rhetorical knots to protect the identities of the people who are spilling the beans. That's why these types of stories are filled with phrases that no one would ever utter in daily conversation such as a "person familiar with the situation" or a "person familiar with (insert executive's or company's name) thinking"or my personal favorite "a person close to the company."

Yahoo! (NASDAQ:YHOO) is about to launch a site for women between 25 and 52 years old. It must think this group does not have enough to do on the internet. The assumption is a victory of hope over reason.

According to The Wall Street Journal the new site called Shine is "aimed largely at giving the Internet company additional opportunities to sell advertising targeted to the key decision-maker in many household." The same group is the target of the websites of virtually every women's magazine and web-only operation like NBC's iVillage.

Yahoo! is very late to the game. There is no reason that the big websites for brands from Vogue to Women's Day to Allure are going to lose any visitors to the new destination. The older brands have been in business for years and women only have to much time to spend on the internet.

The launch is an example of why Yahoo! has been relatively unsuccessful in recent years. It has become a follower and not a leader in categories from maps to news.

The new operation gives Microsoft (NASDAQ:MSFT) on more part of Yahoo! to shut down if and when it buys the company.

Douglas A. McIntyre is an editor at 247wallst.com.

I often spend a little time over at Blogmaverick.com, where Mark Cuban recently sought to give the world of blogging a little of his insightful perspective. It seems that Mr. Cuban finds little to respect in the world of blogging, or at least in the world of slipshod ,cookie-cutter blogging. Though I found Mark's blog entry a trifle difficult to read, which is quite unusual coming from him, I nonetheless agree with most of the body of his post. I especially agree with his assertion that just because a blog is backed by the name of a well-known media organization does not in itself render that blog worthy of special notice.

Mark Cuban wrote, "...newspapers having 'bloggers' is easily one of the many bad decisions that newspapers have made over the past 10 years." If newspapers are going in a wrong direction by producing blogs, perhaps they need to reinstall the title reporter and drop the title blogger to give a different perspective to the reader. If newspapers are using the term blog simply as a culture hook, then they have it all wrong and they're just selling their reporters short. I believe that I'm in agreement with Mark Cuban when I say that true reporters should be releasing content within some format other than blogs. Blogging is what I do, and I'll be the first to tell you that I'm no reporter. The titles are absolutely not interchangeable, though they may sometimes be used correctly in tandem.

In a move that's both sad and expected, The New York Times Company (NYSE: NYT) is planning to eliminate as many as 100 newsroom positions from its flagship paper.

The move follows cutbacks at the other major papers including the company's Boston Globe as well as The Los Angeles Times and Washington Post. Even though newspaper executives will babble on and on about the Internet, the industry is still a print business and that's the problem. Advertisers continue to find it more cost effective to shift their spending from traditional media onto the Internet. That trend will become even more prevalent as marketing budgets get squeezed in an economic downturn.

It's amazing that the New York-based publisher avoided these cuts until now. If the Sulzberger family didn't have a iron grip over the company through a dual-class ownership structure that minority shareholders have complained for years is unfair, the layoffs would have been much worse. Shareholders may pressure for even deeper cuts if there isn't an improvement in the company's stock which is down 27% over the past year.

The New York Times reports that the writer's who have been on strike since November look like they're going back to work. But the strike probably cost the writers more in lost wages than they'll make from the new contract they signed. So, I don't understand the economic point of the strike.

How much did the strike cost? Los Angeles's chief economist estimated that the strike cost the area $3.2 billion; writers and production workers lost $772 million in wages; and businesses that serve the strike lost $981 million in revenue. And this doesn't count the cost to the economy from New York writers who were also on strike.

A piece in today's New York Times reports on the bleak outlook for the newspaper industry. Last year, brought the second-worst decline in ad revenue in more than 60 years, with only 2001, a recession, coming in worse.

Essentially, newspaper advertising broke its cyclical mold -- booming and fading with the broader economy. There was a substantial decline in 2007 unaccompanied by broader economic woes. Print circulation is down, and according to the Times online revenue can't make up the gap: "... for every dollar advertisers pay to reach a print reader, they pay about 5 cents, on average, to reach an Internet reader. Newspapers need to narrow that gap, but the rise in Internet revenue slowed sharply last year."

The problem for most newspapers is that they are finding themselves without much of a moat on the internet -- Being the major newspaper in a small city is very different from competing with literally everyone else for web traffic. News aggregators such as Google (NASDAQ: GOOG), Yahoo! (NASDAQ: YHOO), and RSS feeds are probably killing newspapers.

Warren Buffett was once a big fan of small newspapers but unfortunately, all the reasons he liked them are no longer true: They don't have monopolies anymore. You can set up My Yahoo! to deliver you local news and there's just no reason to buy a newspaper for national news with the wealth of online resources available.

Newspapers aren't dead yet but they're definitely dying and I can't think of anything that could possibly reverse it.

CNET (NASDAQ: CNET) is dodging corporate raiders who would like to replace its board. The company needed to post good results for the last quarter and a strong forecast.

Part of what CNET needed to accomplish happened. Revenue for the fourth quarter was $125.5 million, an 11% increase compared with the same period of 2006. Operating income totaled $20.9 million during the fourth quarter, up from $8.2 million in the year-ago quarter

The CNET net income results were strong, but they were helped by a $203 million tax gain.

On the negative side of the ledger, CNET's CFO moved on, without much explanation. And guidance for this year did not look very good. According to Barron's, "for Q1, the company sees revenue of $91 million to $95 million, with a pro forma EPS loss of 4-5 cents a share; the Street was looking for $98.7 million and a loss of a penny."

The weak forecast gives investors who want the board and management out more ammunition.

Douglas A. McIntyre is an editor at 247wallst.com.

The house that Mouse built roared like the MGM lion.

Walt Disney Co. (NYSE: DIS) today reported better-than-expected fiscal first quarter results, helped by gains from its cable TV networks and theme parks. Shares, down almost 15% over the past year, rose in after-hours trading.

Net income was $1.25 billion, or 63 cents a share, compared with $1.7 billion, or 79 cents, a year earlier, beating the 52-cent consensus forecast of Wall Street analysts. Sales rose 9.1% to $10.45 billion, surpassing Wall Street forecasts of $10.1 billion.

Particularly noteworthy was the performance of the company's Parks and Resorts business. Revenue surged 11% to $2.8 billion while operating income jumped 25% to $505 million. Walt Disney World in Florida reported increased guest spending, attendance and hotel occupancy. Overseas visitors lured by the cheap dollar probably accounted for at least some of this performance.

Rising affiliate fees and advertising sales pushed up sales at Disney's Media Networks business by 10% to $4.17 billion and operating income by 28% to $908 million. Consumer products, the smallest business, saw revenue rise 29% to $870 million and operating income by 38% to $322 million. The only laggard was Studio Entertainment which had flat revenue and saw operating income drop by 15% to $514 million because of a decline in DVD sales. These sorts of declines in the entertainment business are not unusual because of the literal hit or miss nature of the business.

Though Disney is far from recession-proof, it probably will weather any economic downturn better than its peers.