Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0010 (June 2002)
FCC 323
FOR FCC USE ONLY
 
OWNERSHIP REPORT FOR COMMERCIAL BROADCAST STATIONS

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

BOA - 20060403BQK
Section I - General Information
1. Legal Name of the Applicant 
DAVIDSON MEDIA STATION WNSG LICENSEE, LLC
Mailing Address
P.O. BOX 2368
City
DAVIDSON
State or Country (if foreign address)
NC
ZIP Code
28036 -
Telephone Number (include area code)
7049873585
E-Mail Address (if available) 
RJONES@DAVIDSONMEDIAGROUP.COM
FCC Registration Number:
0012983136
Call Sign 
Facility ID Number 
16898
2. Contact Representative (if other than Licensee/Permittee)
FRANCISCO R. MONTERO, ESQ
Firm or Company Name
FLETCHER, HEALD & HILDRETH, P.L.C
Telephone Number (include area code)
7038120400
E-Mail Address (if available)
MONTERO@FHHLAW.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
DAVIDSON MEDIA TENNESSEE STATIONS, LLC
Mailing Address
P.O. BOX 2368

City
DAVIDSON
State or Country (if foreign address)
NC
ZIP Code
28036 -
Telephone Number (include area code)
7049873585
E-Mail Address (if available)
RJONES@DAVIDSONMEDIAGROUP.COM
4. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Fee-exempt Report Other
N/A (Fee Required)



Section II - Ownership Information

5.

a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other
d. Amendment to pending application


for the following stations:

[Enter Station Information]


Station List


This Report is filed for the following stations:

Call Letters
Facility ID Number
Location (City/State)
Class of service
WNSG 3540 NASHVILLE TN AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WNVL 16898 NASHVILLE TN AM



All of the information furnished in this Report is accurate as of 04/01/2006 (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.)

This Report is filed for (check one)
6.
Respondent is:
Sole proprietorship Not-for-profit corporation Limited partnership
For-profit corporation General partnership Other
If "Other", describe nature of the respondent in an Exhibit.
[Exhibit 1]
7.
List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Contract/Instrument Information]


Contracts/Instruments Information


List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.)

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF FORMATION STATE OF DELAWARE 01/31/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LIMITED LIABILITY COMPANY AGREEMENT DAVIDSON MEDIA TENNESSEE STATIONS, LLC 02/11/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
NOTE PURCHASE AGREEMENT CAPSTREET II, L.P., CAPSTREET PARALLEL II, L.P., CITICORP NORTH AMERICA, INC., MERCURY CAPITAL PARTNERS III, L.P., HILLMAN DMG LLC, ASTRON SERVICES, LLC, BLACK ENTERPRISE/GREENWICH STREET CORPORATE GROWTH PARTNERS, LLC 04/30/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT DAVIDSON COLLATERAL AGENT 05/14/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
COLLATERAL AGENCY AGREEMENT DAVIDSON COLLATERAL AGENT, LLC,PETER W. DAVIDSON,CAPSTREET II,L.P.,CAPSTREET PARALLEL II,L.P.,CITICORP NORTH AMERICA,INC.,MERCURY CAPITAL PARTNERS III,L.P.,HILLMAND DMG LLC,ASTRON SERVICS,LLC,BLACK ENTERPRISE/GREENWICH STREET CORPORATE PARTNERS,LLC 05/14/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FINANCING AGREEMENT LLJ CAPITAL PARTNERS, LLC AS AGENT AND THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO 01/28/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT LLJ CAPITAL PARTNERS, LLC AS AGENT 01/28/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PLEDGE AND SECURITY AGREEMENT LLJ CAPITAL PARTNERS, LLC AS AGENT 01/28/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED FINANCING AGREEMENT D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. 01/31/2006


8. Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Capitalization Information]


Capitalization


Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.)

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
COMMON UNITS
V
1000


9.
(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
[Enter Owner Information]

Owner Information

List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
(Read carefully - The numbered items below refer to line numbers in the following table.)
1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners.
2. Gender (male or female).
3. Ethnicity (check one).
4. Race (select one or more).
5. Citizenship.
6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc.
7. Percentage of votes.
8. Percentage of total assets (equity debt plus).

1. Name and Address DAVIDSON MEDIA TENNESSEE STATIONS, LLC, P.O. BOX 2368, DAVIDSON, NC 28036
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest RESPONDENT
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address DAVIDSON MEDIA HOLDING CORP., 670 BROADWAY, 2ND FLOOR, NEW YORK, NY 10012
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest UNIT HOLDER
7. Percentage of votes 99.00
8. Percentage of total assets (equity debt plus) 99.00

1. Name and Address PETER DAVIDSON, 43 PIERREPONT STREET, BROOKLYN, NY 11201
2. Gender (male or female) Male
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest CHAIRMANOF ULTIMATE PARENT
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address DAVIDSON MEDIA SUB HOLDING CORP., 670 BROADWAY, 2ND FLOOR, NEW YORK, NY 10012
2. Gender (male or female) N/A
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship US
6. Positional Interest UNIT HOLDER
7. Percentage of votes 1.00
8. Percentage of total assets (equity debt plus) 1.00


(b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No

N/A

See Explanation in
[Exhibit 2]

(c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No
If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3]
(d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters?

Yes No

 

If "Yes", submit an Exhibit setting forth full information as to the family relationship

[Exhibit 4]

(e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee?

If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest.

Yes No

[Exhibit 5]



SECTION III - CERTIFICATION


I certify that I am CHAIRMAN OF DAVIDSON MEDIA GROUP, LLC, ULTIMATE PARENT OF

(Official Title)


of DAVIDSON MEDIA TENNESSEE STATIONS, LLC

(Exact legal title or name of respondent)


and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)

Signature
PETER DAVIDSON
Date
04/01/2006
Telephone Number of Respondent (Include area code) 2128136775

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 1
Description:
TYPE OF ENTITY

LIMITED LIABILITY COMPANY.

Attachment 1


Exhibit 3
Description:
OTHER AUTHORIZATIONS

DAVIDSON MEDIA GROUP, LLC ('DMG'), THE RESPONDENT'S ULTIMATE PARENT, HOLDS ATTRIBUTABLE INTERESTS IN THE FOLLOWING STATIONS, THROUGH ITS 100 PERCENT CONTROL OF WHOLLY OWNED SUBSIDIARIES. THESE SUBSIDIARIES ARE, IN TURN, THE PARENT COMPANIES OF THE STATIONS' RESPECTIVE LICENSEES, CONTROLLING 100 PERCENT OF THE PARENT COMPANIES' EQUITY (SEPARATE OWNERSHIP REPORTS FOR THE INTERMEDIATE PARENT COMPANIES AND LICENSEES HAVE BEEN FILED):

DAVIDSON MEDIA STATION WWBG LICENSEE, LLC
WWBG, FACILITY ID. 67831, GREENSBORO, NC

DAVIDSON MEDIA STATION WTOB LICENSEE, LLC
WTOB, FACILITY ID. 59270, WINSTON-SALEM, NC

DAVIDSON MEDIA STATION WBZK LICENSEE, LLC
WBZK(AM) FACILITY ID. 74380, YORK, SC

DAVIDSON MEDIA STATION WCXN LICENSEE, LLC
WCXN(AM) FACILITY ID. 71306, CLAREMONT, NC

DAVIDSON MEDIA STATION WNOW LICENSEE, LLC
WNOW(AM) FACILITY ID. 10646, MINT HILL, NC

DAVIDSON MEDIA STATION WSGH LICENSEE, LLC
WSGH(AM) FACILITY ID. 72967, LEWISVILLE, NC

DAVIDSON MEDIA STATION WTIK LICENSEE, LLC
WTIK(AM) FACILITY ID. 53105, DURHAM, NC

DAVIDSON MEDIA STATION WMKM LICENSEE, LLC
WMKM(AM) FACILITY ID. 24966, INKSTER, MI

DAVIDSON MEDIA STATION WXCT LICENSEE, LLC
WXCT(AM) FACILITY ID. 73352, SOUTHINGTON, CT

DAVIDSON MEDIA STATION WKKB LICENSEE, LLC
WKKB(FM) FACILITY ID. 52318, MIDDLETOWN, RI

DAVIDSON MEDIA STATION WAKX LICENSEE, LLC
WAKX(FM) FACILITY ID. 22874, NARRAGANSETT PIER, RI

DAVIDSON MEDIA STATION WVXX LICENSEE, LLC
WVXX(AM) FACILITY ID. 71286, NORFOLK, VA

DAVIDSON MEDIA STATION WREJ LICENSEE, LLC
WREJ(AM), FACILITY ID. 21434, RICHMOND, VA

DAVIDSON MEDIA STATION WVNZ LICENSEE, LLC
WVNZ(AM), FACILITY ID. 52050, RICHMOND, VA

DAVIDSON MEDIA STATION WLEE LICENSEE, LLC
WLEE(AM), FACILITY ID. 50401, RICHMOND, VA

DAVIDSON MEDIA STATION WTOX LICENSEE, LLC
WTOX(AM), FACILITY ID. 129524, GLEN ALLEN, VA

DAVIDSON MEDIA STATION WACM LICENSEE, LLC
WACM(AM), FACILITY ID. 60390, WEST SPRINGFIELD, MA

DAVIDSON MEDIA STATION WSPR LICENSEE, LLC
WSPR(AM), FACILITY ID. 18717, SPRINGFIELD, MA

DAVIDSON MEDIA STATION KCZZ LICENSEE, LLC
KCZZ(AM) FACILITY ID. 57120, MISSION, KS

DAVIDSON MEDIA STATION KAKS LICENSEE, LLC
KAKS(FM), FACILITY ID. 69858, HUNTSVILLE, AR
K244DS, FACILITY ID. 69859, FAYETTEVILLE, AR.

DAVIDSON MEDIA STATION WMDB LICENSEE, LLC
WNSG, FACILITY ID. 3540, NASHVILLE, TN,

DAVIDSON MEDIA STATION WNSG LICENSEE, LLC
WNVL, FACILITY ID. 16898, NASHVILLE, TN,

DAVIDSON MEDIA STATION KLBB LICENSEE, LLC
KMNV, FACILITY ID 99, ST. PAUL, MN

DAVIDSON MEDIA STATION KLBP LICENSEE, LLC
KLBB, FACILITY ID 101, BROOKLYN PARK, MN

DAVIDSON MEDIA STATION WNTS LICENSEE, LLC
WNTS, FACILITY ID 58320, BEECH GROVE, IN

DAVIDSON MEDIA STATION WSPA LICENSEE, LLC
WOLI(AM), FACILITY ID 34388, SPARTANBURG, SC

DAVIDSON MEDIA STATION WOLI LICENSEE, LLC
WOLI-FM, FACILITY ID 73239, EASLEY, SC

DAVIDSON MEDIA STATION WOLT LICENSEE, LLC
WOLT, FACILITY ID 73241, GREER, SC

DAVIDSON MEDIA STATION WSTS LICENSEE, LLC
WSTS, FACILITY ID 53608, FAIRMONT, NC

DAVIDSON MEDIA STATION KXLQ LICENSEE, LLC
KXLQ, FACILITY ID 70891, INDIANOLA, IN

DAVIDSON MEDIA STATION KCKN LICENSEE, LLC
KDTD, FACILITY ID 33697, KANSAS CITY, KS

DAVIDSON MEDIA STATION KTFX LICENSEE, LLC
KTKX, FACILITY ID 47101, SAND SPRINGS, OK.

DAVIDSON MEDIA STATION WEMG LICENSEE, LLC
WEMG, FACILITY ID 74073, CAMDEN, NJ

DAVIDSON MEDIA STATION WSRC LICENSEE, LLC
WRJD, FACILITY ID 17761, DURHAM, NC

DMG ALSO HOLDS ATTRIBUTABLE INTERESTS IN THE ASSIGNEES OF WLOU, LOUISVILLE, KY, (FACILITY ID 31883) IN FCC FILE NO. BAL-20051229AAW, WLLV, LOUISVILLE, KY (FACILITY ID 1125) IN FCC FILE NO. BAL-20051228ACF, WTSZ-FM, EMINENCE, KY (FACILITY ID 42126) IN FCC FILE NO. BALH-20060223AAY, AND WTMT, LOUISVILLE, KY (FACILITY ID 30798) IN FCC FILE NO. BAL- 20060221AEQ.

DMG ALSO HOLDS ATTRIBUTABLE INTERESTS, THROUGH ITS ROLE AS TIME BROKER, IN WFMO IN FAIRMONT, NC (FACILITY ID 53609).

BLACK ENTERPRISE/GREENWICH STREET CORPORATE GROWTH PARTNERS, L.P., AN ATTRIBUTABLE INVESTOR IN DAVIDSON MEDIA GROUP, LLC, ALSO HAS ATTRIBUTABLE INTERESTS IN THE FOLLOWING STATIONS THROUGH ITS INVESTMENTS IN INNER CITY BROADCASTING CORPORATION, THE PARENT OF THE FOLLOWING STATIONS LICENSEES:
KVTO, BERKELEY, CA (FAC. ID NO. 28681)
KBLX, BERKELEY, CA (FAC. ID NO. 28670)
KVVN, SANTA CLARA, CA (FAC. ID NO. 28438)
WLIB, NEW YORK, NY (FAC. ID NO. 28204)
WBLS, NEW YORK, NY (FAC. ID NO. 28203)
WSRF, FORT LAUDERDALE, FL (FAC. ID NO. 67194)
WHAT, PHILADELPHIA, PA (FAC. ID NO. 33686)
WURP, BRADDOCK, PA (FAC. ID NO. 68903)
WOIC, COLUMBIA, SC (FAC. ID NO. 73370)
WARQ, COLUMBIA, SC (FAC. ID NO. 58400)
WMFX, ST. ANDREWS, SC (FAC. ID NO. 19471)
WWDM, SUMTER, SC (FAC. ID NO. 58398)
WHXT, ORANGEBURG, SC (FAC. ID NO. 50522)
WZMJ, BATESBURG, SC (FAC. ID NO. 158588)
WOAD, JACKSON, MS (FAC. ID NO. 50404)
WKXI, JACKSON, MS (FAC. ID NO. 50409)
WKXI-FM MAGEE, MS (FAC. ID NO. 50407)
WJMI, JACKSON, MS (FAC. ID NO. 50408)
WOAD-FM PICKENS, MS (FAC. ID NO. 29512)

BLACK ENTERPRISE/GREENWICH STREET CORPORATE GROWTH PARTNERS, L.P., AN ATTRIBUTABLE INVESTOR IN DAVIDSON MEDIA GROUP, LLC, ALSO HAS ATTRIBUTABLE INTERESTS IN THE FOLLOWING STATIONS THROUGH ITS INVESTMENTS IN ACCESS.1 COMMUNICATIONS CORP, THE PARENT OF THE FOLLOWING STATIONS LICENSEES:

KBTT, HAUGHTON, LA (FAC. ID NO. 9221)
KSYR, BENTON, LA (FAC. ID NO. 9681)
KOKA, SHREVEPORT, LA (FAC. ID NO. 9222)
KTAL-FM, SHREVEPORT, LA (FAC. ID NO. 33728)
KLKL, MINDEN, LA (FAC. ID NO. 13802)
KDKS-FM, BLANCHARD, LA (FAC. ID NO. 16436)
WOND, PLEASANTVILLE, NJ (FAC. ID NO. 61102)
WUSS, PLEASANTVILLE, NJ (FAC. ID NO. 30040)
WGYM, HAMMONTON, NJ (FAC. ID NO. 61110)
WMGM-FM, ATLANTIC CITY, NJ (FAC. ID NO. 61100)
WTKU, OCEAN CITY, NJ (FAC. ID NO. 3139)
WMGM-TV &DT, WILDWOOD, NJ (FAC. ID NO. 61111)
WWRL, NEW YORK, NY (FAC. ID NO. 68906)
KCUL, MARSHALL, TX (FAC. ID NO. 18262)
KCUL-FM, MARSHALL, TX (FAC. ID NO. 18263)

BLACK ENTERPRISE/GREENWICH STREET CORPORATE GROWTH PARTNERS, L.P., AN ATTRIBUTABLE INVESTOR IN DAVIDSON MEDIA GROUP, LLC, ALSO HAS ATTRIBUTABLE INTERESTS IN THE FOLLOWING STATIONS THROUGH ITS INVESTMENTS IN TAMA BROADCASTING, INC., THE PARENT OF THE FOLLOWING STATIONS LICENSEES:

WFJO, FOLKSTON, GA (FAC. ID NO. 22005) WJSJ, FERNANDINA BEACH, FL (FAC. ID NO. 40483)
WSJF, ST. AUGUSTINE BEACH, FL (FAC. ID NO. 53672)
WHJX, BALDWIN, FL (FAC. ID NO. 52032)
WSSJ, STATESBORO, GA (FAC. ID NO. 54805)
WTHG, HINESVILLE, GA (FAC. ID NO. 7816)
WSGA, HINESVILLE, GA (FAC. ID NO. 64428)
WTMP, EGYPT LAKE, FL (FAC. ID NO. 74108)
WTMP-FM, DADE CITY, FL (FAC. ID NO. 15239)

CHARLES W. BANTA, PETER S. HANDY, AND SANDRA A. MILLER, PRINCIPALS IN THE ULTIMATE PARENT OF MERCURY CAPITAL PARTNERS III, L.P, AN ATTRIBUTABLE INVESTOR IN DAVIDSON MEDIA GROUP, LLC, ALSO HAVE ATTRIBUTABLE INTERESTS IN THE FOLLOWING:

MILLENNIUM ATLANTIC CITY LICENSE HOLDCO, LLC, THE LICENSEE OF WKXW(AM), ATLANTIC CITY, NEW JERSEY (FAC. ID NO.10448), WFPG-FM, ATLANTIC CITY, NEW JERSEY (FAC. ID NO. 10449), AND WPUR(FM), ATLANTIC CITY, NEW JERSEY (FAC. ID NO. 54894).

MILLENNIUM CENTRAL NEW JERSEY LICENSE HOLDCO, LLC, THE LICENSEE OF WKXW-FM, TRENTON, NEW JERSEY (FAC. ID NO. 53458) AND WBUD(AM), TRENTON, NEW JERSEY (FAC. ID NO. 53443).

MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC, THE LICENSEE OF WIXM, MILLVILLE, NEW JERSEY (FAC. ID NO. 72981)

MILLENNIUM EGG HARBOR LICENSE HOLDCO, LLC, THE LICENSEE OF WSJO(FM), EGG HARBOR CITY, NEW JERSEY (FAC. ID NO. 57357).

MILLENNIUM SHORE LICENSE HOLDCO, LLC (MSLH LLC), THE LICENSEE OF WJLK-FM, ASBURY PARK, NEW JERSEY (FAC. ID NO. 14907), WADB(AM), ASBURY PARK, NEW JERSEY (FAC. ID NO.14895), WOBM-FM, TOMS RIVER, NEW JERSEY (FAC. ID NO. 59508), WOBM(AM), LAKEWOOD TOWNSHIP, NEW JERSEY (FAC. ID NO. 49295), AND WCHR-FM, MANAHAWKIN, NEW JERSEY (FAC. ID NO. 24934)

THESE FIVE MILLENNIUM LICENSEES ARE OWNED AND CONTROLLED, THROUGH INTERMEDIARIES, BY MILLENNIUM RADIO GROUP, LLC. THAT ENTITY, IN TURN, IS OWNED BY MERCURY CAPITAL PARTNERS, L.P., ASTRON SERVICES, INC. AND OTHER ATTRIBUTABLE MEMBERS. MESSRS. BANTA AND HANDY SIT ON THE BOARD OF MILLENNIUM RADIO GROUP, LLC. MERCURY CAPITAL PARTNERS, L.P. IS OWNED BY MERCURY CAPITAL GP, L.P. AS THE SOLE GENERAL PARTNER, AS WELL AS BY MR. BANTA, MR. HANDY, AND MS. MILLER, AND OTHER ATTRIBUTABLE AND NON-ATTRIBUTABLE LIMITED PARTNERS. THE OWNERS OF MERCURY CAPITAL GP, L.P. ARE MERCURY GP, INC. AS THE SOLE GENERAL PARTNER, AND MR. BANTA, AS THE SOLE LIMITED PARTNER AND PRESIDENT. MR. BANTA IS THE SOLE STOCKHOLDER, SOLE DIRECTOR AND ONE OF THE OFFICERS OF MERCURY GP, INC. MS. MILLER IS AN OFFICER OF THE CORPORATION. MR. HANDY IS AN OFFICER AND THE SOLE STOCKHOLDER OF ASTRON SERVICES, INC.

LILLY BROADCASTING, L.L.C., THE LICENSEE OF WENY-TV, ELMIRA, NEW YORK (FAC. ID NO. 71508) AND TELEVISION TRANSLATOR STATIONS W06AR, HORNELL, NEW YORK (FIN: 71511) AND W07BJ, ITHACA, NEW YORK (FAC. ID NO. 71512). THE LICENSEE IS WHOLLY OWNED BY LILLY BROADCASTING HOLDINGS, LLC, WHICH, IN TURN, IS 53.32%, OWNED BY MERCURY CAPITAL PARTNERS, L.P.

CHARLES W. BANTA AND PETER S. HANDY, PRINCIPALS IN THE ULTIMATE PARENT OF MERCURY CAPITAL PARTNERS III, L.P, AN ATTRIBUTABLE INVESTOR IN DAVIDSON MEDIA GROUP, LLC, ALSO HAVE ATTRIBUTABLE INTERESTS IN THE FOLLOWING:

SUPERIOR BROADCASTING OF DENVER, LLC, THE LICENSEE OF KKCS-FM, COLORADO SPRINGS, COLORADO (FAC. ID NO. 70822), KKCS-FM2, SEDALIA, COLORADO (FAC. ID NO. 136745), K240CH, CRIPPLE CREEK, COLORADO (FAC. ID NO. 70823), KXDC(FM), ESTES PARK, COLORADO (FAC. ID NO. 76780), KXDC-FM1, BOULDER, COLORADO (FAC. ID NO. 106692), AND KFVR-FM, LAJUNTA, COLORADO (FAC. ID NO. 81305). .

PETER S. HANDY, A PRINCIPAL IN THE ULTIMATE PARENT OF MERCURY CAPITAL PARTNERS III, L.P, AN ATTRIBUTABLE INVESTOR IN DAVIDSON MEDIA GROUP, LLC, ALSO HAS ATTRIBUTABLE INTERESTS IN THE FOLLOWING:

COHAN RADIO GROUP, INC., THE LICENSEE OF THE FOLLOWING BROADCAST STATIONS: WITS(AM), SEBRING, FLORIDA (FAC. ID NO. 57629); WJCM(AM), SEBRING, FLORIDA (FAC. ID NO. 73124); WWLL(FM), SEBRING, FLORIDA (FAC. ID NO. 57627); WWOJ(FM), AVON PARK, FLORIDA (FAC. ID NO. 27199); AND WWTK(AM), LAKE PLACID, FLORIDA (FAC. ID NO. 27194). MR. HANDY IS THE MAJORITY STOCKHOLDER AND A DIRECTOR OF THE LICENSEE.

DESERT SKY MEDIA, L.L.C., THE LICENSEE OF KOAS(FM), DOLAN SPRINGS (FAC. ID NO. 25692) AND KVGS(FM), LAUGHLIN, NEVADA (FAC. ID NO. 25752). MR. HANDY HOLDS NON-VOTING PREFERRED EQUITY IN THE LICENSEE.

MARATHON MEDIA GROUP, L.L.C., THE LICENSEE OF KLPW-FM, UNION, MISSOURI (FAC. ID NO. 70301), AND KPLD(FM), KANAB, UTAH (FAC. ID NO. 55399). MR. HANDY IS A DIRECTOR OF MARATHON MEDIA, INC., THE GENERAL PARTNER OF MARATHON MEDIA, L.P. WHICH, IN TURN, IS THE SOLE MEMBER OF THE LICENSEE. MR. HANDY IS ALSO A NONVOTING LIMITED PARTNER IN MARATHON MEDIA, L.P.


Attachment 3