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.

BOS - 20070430ABR
Section I - General Information
1. Legal Name of the Applicant 
ARMADA MEDIA - MCCOOK, INC.
Mailing Address
114 SOUTH MAIN STREET
SUITE 306
City
FOND DU LAC
State or Country (if foreign address)
WI
ZIP Code
54935 -
Telephone Number (include area code)
9209069900
E-Mail Address (if available) 
FCC Registration Number:
0016305252
Call Sign 
Facility ID Number 
57516
2. Contact Representative (if other than Licensee/Permittee)
JOHN M. PELKEY, ESQ.
Firm or Company Name
GARVEY SCHUBERT BARER
Telephone Number (include area code)
2029657880
E-Mail Address (if available)
JPELKEY@GSBLAW.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
ARMADA MEDIA CORPORATION
Mailing Address
114 SOUTH MAIN STREET
SUITE 306

City
FOND DU LAC
State or Country (if foreign address)
WI
ZIP Code
54935 -
Telephone Number (include area code)
9209069900
E-Mail Address (if available)
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 POST-CONSUMMATION REPORT
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
KADL 88537 IMPERIAL NE FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KBRL 57516 MCCOOK NE AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KFNF 37132 OBERLIN KS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KJBL 84864 JULESBURG CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KRKU 86863 MCCOOK NE FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KSTH 85760 HOLYOKE CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KICX-FM 57517 MCCOOK NE FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
NEW 166033 MCCOOK NE FM



All of the information furnished in this Report is accurate as of 04/20/2007 (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
ARTICLES OF INCORPORATION STATE OF WISCONSIN 08/29/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ARTICLES OF AMENDMENT STATE OF WISCONSIN 04/05/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ARTICLES OF AMENDMENT STATE OF WISCONSIN 09/07/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ARTICLES OF AMENDMENT STATE OF WISCONSIN 10/25/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
RESTATED BY-LAWS OF ARMADA MEDIA CORPORATION SHAREHOLDERS AND DIRECTORS 04/05/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT GRANTORS AND COLLATERAL AGENT 10/31/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT GRANTORS AND WELLS FARGO FOOTHILL, INC. 10/31/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CREDIT AGREEMENT LENDERS SPECIFIED THEREIN AND WELLS FARGO FOOTHILL, INC. 10/31/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PLEDGE AGREEMENT WELLS FARGO FOOTHILL, INC. AND SPECIFIED PLEDGORS 10/31/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITIES PURCHASE AGREEMENT COLLATERAL AGENT AND PURCHASER SPECIFIED THEREIN 10/31/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PLEDGE AGREEMENT COLLATERAL AGENT AND SPECIFIED PLEDGORS 10/31/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FIRST AMENDMENT TO SECURITY AGREEMENT GRANTORS AND COLLATERAL AGENT 12/18/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FIRST AMENDMENT TO SECURITY AGREEMENT GRANTORS AND WELLS FARGO FOOTHILL, INC. 12/18/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDMENT TO SECURITY AGREEMENT GRANTORS AND COLLATERAL AGENT 04/02/2007

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDMENT TO SECURITY AGREEMENT GRANTORS AND WELLS FARGO FOOTHILL, INC. 04/02/2007

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REAFFIRMATION OF PLEDGE AGREEMENT COLLATERAL AGENT AND SPECIFIED PLEDGORS 12/18/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REAFFIRMATION TO PLEDGE AGREEMENT WELLS FARGO FOOTHILL, INC. AND SPECIFIED PLEDGORS 12/19/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REAFFIRMATION OF PLEDGE AGREEMENT COLLATERAL AGENT AND SPECIFIED PLEDGORS 04/02/2007

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REAFFIRMATION TO PLEDGE AGREEMENT WELLS FARGO FOOTHILL, INC. AND SPECIFIED PLEDGORS 04/02/2007

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FIRST AMENDMENT TO CREDIT AGREEMENT LENDERS SPECIFIED THEREIN AND WELLS FARGO FOOTHILL, INC. 12/18/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDMENT TO CREDIT AGREEMENT LENDERS SPECIFIED THEREIN AND WELLS FARGO FOOTHILL, INC. 04/02/2007

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WAIVER AND FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT COLLATERAL AGENT AND PURCHASER SPECIFIED THEREIN 12/18/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WAIVER AND SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT COLLATERAL AGENT AND PURCHASER SPECIFIED THEREIN 04/02/2007


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
CLASS A
V
9500000
2445000
7055000

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS B
N
500000
5000
495000


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 ARMADA MEDIA CORPORATION, 114 SOUTH MAIN STREET, SUITE 306, FOND DU LAC, WI 54935
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 SHOCKLEY BROADCASTING, LLC, 702 PRAIRIE SMOKE ROAD, MADISON, WI 53717
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 SHAREHOLDER
7. Percentage of votes 14.10
8. Percentage of total assets (equity debt plus) 4.65

1. Name and Address AMC PARTNERS, LLC, W3902 ECHO LANE, CAMPBELLSPORT, WI 53010
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 SHAREHOLDER
7. Percentage of votes 4.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address JIM COURSOLLE, W3902 ECHO LANE, CAMPBELLSPORT, WI 53010
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 CEO AND DIRECTOR
7. Percentage of votes 23.70
8. Percentage of total assets (equity debt plus) 6.89

1. Name and Address CHRISTOPHER A. BERNIER, 548 LEDGEWOOD DRIVE, FOND DU LAC, WI 54935
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 COO AND DIRECTOR
7. Percentage of votes 18.20
8. Percentage of total assets (equity debt plus) 5.61

1. Name and Address JOHN R. LARSON, MESSERLI & KRAMER, 150 SOUTH FIFTH STREET, SUITE 1800, MINNEAPOLIS, MN 55402
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 GENERAL COUNSEL/SECRETARY, DIRECTOR
7. Percentage of votes 10.40
8. Percentage of total assets (equity debt plus) 3.79

1. Name and Address JOHN LYNCH, 3655 NOBEL DRIVE, SUITE 470, SAN DIEGO, CA 93122
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 DIRECTOR
7. Percentage of votes 0.80
8. Percentage of total assets (equity debt plus) 1.53

1. Name and Address TERRY SHOCKLEY, 137 E. WILSON STREET, SUITE 811, MADISON, WI 53703
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 DIRECTOR
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address HON. TOMMY G. THOMPSON, AKIN GUMP STRAUSS HAUER & FELD, LLP, 1333 NEW HAMPSHIRE AVE., NW, WASHINGTON, DC 20036
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 DIRECTOR (CHAIRMAN)
7. Percentage of votes 6.10
8. Percentage of total assets (equity debt plus) 2.79

1. Name and Address ROBERT BOURKE, CHICAGO PARTNERS, 140 SOUTH DEARBORN STREET, SUITE 1500, CHICAGO, IL 60603
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 CFO AND DIRECTOR
7. Percentage of votes 22.50
8. Percentage of total assets (equity debt plus) 6.61


(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 GENERAL COUNSEL /SECRETARY

(Official Title)


of ARMADA MEDIA CORPORATION

(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
JOHN R. LARSON
Date
04/24/2007
Telephone Number of Respondent (Include area code) 6126723602

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:
PURPOSE OF REPORT

THIS OWNERSHIP REPORT IS BEING FILED IN LIGHT OF THE CLOSING ON THE TRANSACTIONS AUTHORIZED BY THE COMMISSION IN RESPONSE TO ASSIGNMENT APPLICATIONS FILED UNDER THE LEAD FILE NUMBERS OF BALH-20061108AII, BALH-20061108AIR, AND BALH-20061108AIU.

Attachment 1


Exhibit 2
Description:
RESPONSE RE INTERESTS

AS REQUIRED BY THE FORM 323, THE PERCENTAGES PROVIDED WITH RESPECT TO THE TOTAL ASSETS HELD BY EACH SHAREHOLDER ARE ROUNDED TO THE SECOND DECIMAL PLACE.

THE VOTING INTEREST THAT IS BEING REPORTED FOR MR. JOHN R. LARSON INCLUDES A 1.2% VOTING INTEREST ARISING FROM VOTING STOCK HELD THROUGH A TRUST ACCOUNT HELD BY STEPHENS INC., CUSTODIAN, FOR THE BENEFIT OF JOHN R. LARSON.

AS INDICATED ABOVE, AMC PARTNERS, LLC (AMC), HOLDS 4 PERCENT OF THE VOTING STOCK OF ARMADA MEDIA CORPORATION. THE MEMBERS OF AMC ARE THE INDIVIDUALS AND ENTITY THAT OWN THE VOTING STOCK OF ARMADA MEDIA CORPORATION, NAMELY JIM COURSOLLE, CHRISTOPHER A. BERNIER, JOHN R. LARSON, ROBERT BOURKE, JOHN LYNCH, SHOCKLEY BROADCASTING, LLC, AND TOMMY G. THOMPSON. EACH OF THE MEMBERS HOLDS A ONE-SEVENTH INTEREST (14.3%) IN AMC. FOR PURPOSES OF CALCULATING THE DEBT PLUS EQUITY INTERESTS LISTED ABOVE, THE EQUITY CONTRIBUTION MADE BY AMC WITH RESPECT TO ARMADA MEDIA CORPORATION IS TREATED AS HAVING BEEN MADE BY EACH OF AMC'S SEVEN MEMBERS.

SHOCKLEY BROADCASTING, LLC, IS OWNED BY FOUR MEMBERS OF THE SHOCKLEY FAMILY. THE OWNERSHIP STRUCTURE OF SHOCKLEY BROADCASTING, LLC, IS SET FORTH IN ATTACHMENT 2 TO THIS OWNERSHIP REPORT.


Attachment 2
Description
Ownership of Shockley Broadcasting, LLC


Exhibit 3
Description:
OTHER MEDIA INTERESTS

SEE ATTACHMENT 3, 'ARMADA MEDIA CORPORATION - OTHER MEDIA INTERESTS'

Attachment 3
Description
Armada Media Corporation Other Media Interests


Exhibit 4
Description:
FAMILY RELATIONSHIPS

TERRY SHOCKLEY AND SANDY SHOCKLEY ARE HUSBAND AND WIFE. TONI PETERSON AND TODD SHOCKLEY ARE THE DAUGHTER AND SON, RESPECTIVELY, OF TERRY SHOCKLEY AND SANDY SHOCKLEY.

Attachment 4