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 - 20050328ANE
Section I - General Information
1. Legal Name of the Applicant 
BORDER MEDIA PARTNERS, LLC
Mailing Address
9426 OLD KATY ROAD
BUILDING 10
City
HOUSTON
State or Country (if foreign address)
TX
ZIP Code
77055 -
Telephone Number (include area code)
7139684400
E-Mail Address (if available) 
FCC Registration Number:
0009307240
Call Sign 
Facility ID Number 
2543
2. Contact Representative (if other than Licensee/Permittee)
LAWRENCE ROBERTS, ESQ.
Firm or Company Name
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Telephone Number (include area code)
2023717040
E-Mail Address (if available)
ROBERTS@SKADDEN.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
BORDER MEDIA PARTNERS, LLC
Mailing Address
9426 OLD KATY ROAD
BUILDING 10

City
HOUSTON
State or Country (if foreign address)
TX
ZIP Code
77055 -
Telephone Number (include area code)
7139684400
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
KSAH 23072 UNIVERSAL CITY TX AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KTFM 2543 FLORESVILLE TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KRIO-FM 83596 PEARSALL TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KLEY-FM 55414 JOURDANTON TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KBDR 906 MIRANDO CITY TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KLNT 42149 LAREDO TX AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KNEX 42148 LAREDO TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXXS 40762 DRIPPING SPRINGS TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KHHL 59982 LEANDER TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KOKE 54661 PFLUGERVILLE TX AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KSOX 18653 RAYMONDVILLE TX AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KURV 70463 EDINBURG TX AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KBUC 18654 RAYMONDVILLE TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KESO 36650 SOUTH PADRE ISLAND TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KZSP 56473 SOUTH PADRE ISLAND TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KJAV 51957 ALAMO TX FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KJON 2190 CARROLLTON TX AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXEB 52342 FRISCO TX AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KWOW 6449 CLIFTON TX FM



All of the information furnished in this Report is accurate as of 03/18/2005 (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 07/09/2002 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED LIABILITY COMPANY (ON FILE) BORDER MEDIA PARTNERS 12/23/2004 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LOAN AND SECURITY AGREEMENT, AS AMENDED (ON FILE) D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. 12/23/2004 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
STOCK PLEDGE AGREEMENT, AS AMENDED (ON FILE) D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P. 12/23/2004 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
NOTE PURCHASE AGREEMENT, AS AMENDED (ON FILE) THE GOLDMAN SACHS GROUP, INC., ET. AL. 12/23/2004 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WARRANTS THE GOLDMAN SACHS GROUP, INC., ET. AL. 12/23/2004 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REGISTRATION RIGHTS AGREEMENT (ON FILE) VESTAR CAPITAL PARTNERS IV, L.P. 12/23/2004 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WARRANTS (ON FILE) VESTAR CAPITAL PARTNERS IV, L.P. 12/23/2004 N/A


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 MEMBERSHIP UNITS
V
100000000
43438500
0
56561500

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS B MEMBERSHIP UNITS
V
16000000
1600000
0
14400000

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS C MEMBERSHIP UNITS
V
2722700
0
0
2722700

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
PREFERRED MEMBERSHIP UNITS
N
46000
40150
0
5850

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS A1 MEMBERSHIP UNITS
V
227273
227273
0
0


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 BORDER MEDIA PARTNERS, LLC (RESPONDENT), 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 SEE ALSO EXHIBIT NO. 2
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
6. Positional Interest
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address THOMAS H. CASTRO, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 PRESIDENT, CEO, MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 2.15

1. Name and Address RAFAEL G. GARZA, 201 MAIN STREET, SUITE 2001, FT. WORTH, TX 76102
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 VICE PRESIDENT, MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address FRANK GUERRA, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address JULIO LASTRES, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address KEVIN JORDAN, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address KENNETH O' KEEFE, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address TODD N. KHOURY, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address FEDERICO F. PENA, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address DANIEL L. VILLANUEVA, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 MANAGER
7. Percentage of votes 11.10
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address PETE SANCHEZ, 9426 OLD KATY ROAD, BUILDING 10, HOUSTON, TX 77055
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 VICE PRESIDENT - FINANCE
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00


(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 PRESIDENT

(Official Title)


of BORDER MEDIA PARTNERS, 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
THOMAS H. CASTRO
Date
03/28/2005
Telephone Number of Respondent (Include area code) 7139684400

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:
RESPONSE TO QUESTION 6

BORDER MEDIA PARTNERS, LLC IS A LIMITED LIABILITY COMPANY.

Attachment 1


Attachment 2
Description
Detailed Response to Questions 9(a) and (b)


Exhibit 3
Description:
RESPONSE TO QUESTION 9(C)

SEE INFORMATION CONTAINED IN EXHIBIT NO. 2 HERETO.

Attachment 3