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 - 20090129ANX
Section I - General Information
1. Legal Name of the Applicant 
SMAHH COMMUNICATIONS, INC.
Mailing Address
64 BROADWAY N.
City
FARGO
State or Country (if foreign address)
ND
ZIP Code
58102 -
Telephone Number (include area code)
7013561156
E-Mail Address (if available) 
FCC Registration Number:
0017335035
Call Sign 
Facility ID Number 
135930
2. Contact Representative (if other than Licensee/Permittee)
MARISSA G. REPP, ESQ.
Firm or Company Name
HOGAN & HARTSON LLP
Telephone Number (include area code)
2026376845
E-Mail Address (if available)
MGREPP@HHLAW.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
GREAT PLAINS INTEGRATED MARKETING, INC.
Mailing Address
64 BROADWAY N.

City
FARGO
State or Country (if foreign address)
ND
ZIP Code
58102 -
Telephone Number (include area code)
7013561156
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
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
WZFG 135930 DILWORTH MN AM



All of the information furnished in this Report is accurate as of 01/15/2009 (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, AS AMENDED GREAT PLAINS INTEGRATED MARKETING, INC. AND THE STATE OF NORTH DAKOTA 04/08/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BYLAWS GREAT PLAINS INTEGRATED MARKETING, INC. 06/18/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
VOTING AGREEMENT J. SCOTT HENNEN, RYAN D. ROGEN, KEVIN L. CHRISTIANSON, MICHAEL J. HOFER, DANIEL J. PAULSON 06/18/2008


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
V
50000
1000
49000


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 GREAT PLAINS INTEGRATED MARKETING, INC., 64 BROADWAY N., FARGO, ND 58102
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
8. Percentage of total assets (equity debt plus)

1. Name and Address J. SCOTT HENNEN, FARGO, NORTH DAKOTA
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, PRESIDENT, MEMBER OF BOARD OF DIRECTORS AND STOCKHOLDER
7. Percentage of votes 51.00
8. Percentage of total assets (equity debt plus) 36.00

1. Name and Address RYAN D. ROGEN, WEST FARGO, NORTH DAKOTA
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 VP, SECRETARY, MEMBER OF BOARD OF DIRECTORS AND STOCKHOLDER
7. Percentage of votes 15.31
8. Percentage of total assets (equity debt plus) 20.00

1. Name and Address KEVIN L. CHRISTIANSON, FARGO, NORTH DAKOTA
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 VP, MEMBER OF BOARD OF DIRECTORS AND STOCKHOLDER
7. Percentage of votes 11.23
8. Percentage of total assets (equity debt plus) 14.67

1. Name and Address MICHAEL J. HOFER, FARGO, NORTH DAKOTA
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 ASST. SECRETARY, MEMBER OF BOARD OF DIRECTORS & STOCKHOLDER
7. Percentage of votes 11.23
8. Percentage of total assets (equity debt plus) 14.67

1. Name and Address DANIEL J. PAULSON, FARGO, NORTH DAKOTA
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 TREASURER AND STOCKHOLDER
7. Percentage of votes 11.23
8. Percentage of total assets (equity debt plus) 14.67


(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 CEO AND PRESIDENT

(Official Title)


of GREAT PLAINS INTEGRATED MARKETING, INC.

(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
J. SCOTT HENNEN
Date
01/29/2009
Telephone Number of Respondent (Include area code) 7013561156

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:
EXHIBIT 1

THIS PARENT OWNERSHIP REPORT IS BEING FILED AS BOTH THE BIENNIAL AND POST-CONSUMMATION OWNERSHIP REPORT FOLLOWING THE PRO FORMA TRANSFER OF CONTROL OF SMAHH COMMUNICATIONS, INC. TO GREAT PLAINS INTEGRATED MARKETING, INC., AUTHORIZED BY THE COMMISSION IN FCC FILE NO. BTC-20080923ADB.

REQUESTS WERE FILED WITH THE COMMISSION SEEKING EXTENSIONS OF TIME TO FILE BOTH THE BIENNIAL AND POST-CONSUMMATION OWNERSHIP REPORTS AND SECTION 73.3613 DOCUMENTS FOR THE LICENSEE AND PARENT BY JANUARY 30, 2009.


Attachment 1


Exhibit 2
Description:
EXHIBIT 2

THE PERCENTAGES SET FORTH IN RESPONSE TO LINE 8 OF ITEM 9(A) IS THE PERCENTAGE OF TOTAL EQUITY HELD BY EACH LISTED PARTY. NO HOLDER OF DEBT OR NON-ATTRIBUTABLE EQUITY IS AN ATTRIBUTABLE PARTY BY VIRTUE OF THE COMMISSION'S 'EQUITY-DEBT PLUS' POLICY. SEE 47 C.F.R. 73.3555, NOTE 2(I).

Attachment 2


Exhibit 3
Description:
OTHER ATTRIBUTABLE INTERESTS

GREAT PLAINS INTEGRATED MARKETING, INC. IS THE PARENT OF SMAHH COMMUNICATIONS, INC., THE LICENSEE OF WZFG(AM), DILWORTH, MINNESOTA, FCC FACILITY ID NO. 135930, AND SMAHH COMMUNICATIONS II, INC., THE LICENSEE OF KEGK(FM), WAHPETON, NORTH DAKOTA, FACILITY ID NO. 25533. TO THE EXTENT THERE IS PRINCIPAL COMMUNITY CONTOUR OVERLAP BETWEEN KEGK(FM) AND WZFG(AM), AN ATTRIBUTABLE INTEREST IN ONE AM AND ONE FM IS PERMITTED IN ANY SIZE RADIO MARKET. SEE 47 C.F.R. SECTION 73.3555(A)(1)(IV).


Attachment 3