NEW YORK -- Viacom Inc., the owner of Paramount Pictures and MTV, is buying CBS Corp. for $34.45 billion in stock in the biggest media marriage ever.

The union announced Tuesday will create a major media and entertainment company with a top TV network, numerous TV and radio stations, a movie studio, several cable channels and the largest outdoor advertising company. It will rival the major media powers like Time Warner Inc. and News Corp.It also raises some questions in the Salt Lake television market. The combination of local TV stations owned by CBS (20, including KUTV-Ch. 2) and the 13 stations owned by Viacom (18, through its Paramount subsidiary) would exceed current FCC regulations -- meaning that some stations would have to be sold off.

KUTV-Ch. 2 would certainly come into any such discussions.

The FCC also forbids ownership of more than one network. Viacom owns 50 percent of the United Paramount Network, so the merger with CBS could mean either the sale of its half or shutting down UPN altogether. And that would leave KJZZ-Ch. 14 without a network affiliation.

And the uncertainty over UPN's future directly affects United Television-owned KTVX-Ch. 4. United Television owns the other half of UPN.

Viacom chairman Sumner Redstone will be chairman and chief executive of the new company, which will keep the Viacom name. CBS president Mel Karmazin, 56, will be president and chief operating officer, becoming heir apparent to Redstone, who is 76.

Under terms of the deal, CBS shareholders will receive 1.085 shares of Viacom's class B stock, which based on Friday's close of $45.06 1/4 values CBS at $48.89 per share.

The deal's value started rising as Wall Street reacted to the announcement.

Viacom's class B stock had climbed almost 8 percent by midmorning, rising $3.56 1/4 to $48.62 1/2 a share on the New York Stock Exchange, where CBS gained 3.2 percent, rising $1.56 1/4 to $50.50.

Even though Viacom is buying CBS's shares, CBS management will have a major role in the new company, and all operations will report to Karmazin. Redstone's top two lieutenants, deputy chairmen Tom Dooley and Philippe Dauman, will leave the company once the merger is completed, though they will continue to serve on the board.

The new Viacom will own the CBS network, which was the top-rated net- work last season, as well as the Paramount studio, MTV, VH1, Nickelodeon, Showtime and the Simon & Schuster publishing house.

Analysts hailed the deal as a good fit between two complementary companies. CBS will get a TV and film studio to provide shows for its network, while Viacom gains major advertising outlets to promote the films and shows produced by Paramount and its Spelling Entertainment TV studio.

"It's a good deal for everybody," said Chris Dixon, a media analyst at PaineWebber Inc. "You need to be big. You need to have a global presence."

Analysts said the deal had its roots in talks between the two companies about combing their TV stations. Many media companies have been talking about such deals since a ruling last month by the Federal Communications Commission to allow companies to own more than one TV station in the same city.

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The company that Viacom its name was spun off from CBS in the 1970s because of government rules, which have since been repealed, that prevented networks owning their own programming.

Since then, Viacom has grown into a major player in media and cable, forming the pay channel Showtime in 1978, acquiring MTV in 1986, and buying Blockbuster and Paramount in 1994.

The merger was the biggest in the media business since Walt Disney Co.'s purchase of Capital Cities/ABC for $19 billion in 1996.

Scott Pierce, the Deseret News' television critic, contributed to this report.

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