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 - 20050401BJA
Section I - General Information
1. Legal Name of the Applicant 
WDAS LICENSE LIMITED PARTNERSHIP
Mailing Address
C/O JOYCE FITCH, ESQ., 3033 RIVIERA DRIVE
SUITE 200
City
NAPLES
State or Country (if foreign address)
FL
ZIP Code
34103 -
Telephone Number (include area code)
2392635000
E-Mail Address (if available) 
JOYCE@BBGI.COM
FCC Registration Number:
0003768231
Call Sign 
WRDW-FM
Facility ID Number 
51434
2. Contact Representative (if other than Licensee/Permittee)
DAVID D. BURNS
Firm or Company Name
LATHAM & WATKINS LLP
Telephone Number (include area code)
2026372200
E-Mail Address (if available)
DAVID.BURNS@LW.COM
3. Name of entity, if other than licensee or permittee, for which report is filed

Mailing Address


City
State or Country (if foreign address)
ZIP Code
-
Telephone Number (include area code)
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 COMBINED BIENNIAL AND POST-CONSUMMATION BTCH-20031205AYX, BTCH-20031205AYY, BTC-20031205AYZ AND BTCH-20031205AZA
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
WRDW-FM 51434 PHILADELPHIA PA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WZFX 32376 WHITEVILLE NC FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WTEL 39240 RED SPRINGS NC AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WUKS 39239 ST. PAULS NC FM



All of the information furnished in this Report is accurate as of 04/01/2005 (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
LIMITED PARTNERSHIP WDAS LICENSE LIMITED PARTNERSHIP 08/11/1994 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
MANAGEMENT AGREEMENT WDAS LICENSE LIMITED PARTNERSHIP AND BEASLEY FM ACQUISITION CORP. 08/11/1994 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED PLEDGE AGREEMENT GEORGE G. BEASLEY AND SHIRLEY W. BEASLEY IN FAVOR OF NATIONSBANK OF TEXAS, N.A. 08/11/1994 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT BEASLEY-REED ACQUISITION PARTNERSHIP, IN FAVOR OF NATIONSBANK OF TEXAS, N.A. 06/24/1996 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BEASLEY-REED PLEDGE AGREEMENT BANK OF MONTREAL, CHICAGO BRANCH 03/30/1998 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SUBSIDIARY GUARANTY FOR THE BENEFIT OF BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE GUARANTIED PARTY 02/27/2004 06/30/2011

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
HOLDING PLEDGE AGREEMENT BEASLEY BROADCAST GROUP, INC. AND BANK OF MONTREAL, CHICAGO BRANCH, AS AGENT FOR AND REPRESENTATIVE OF THE LENDERS 02/27/2004 06/30/2011

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CREDIT AGREEMENT AMONG BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 02/27/2004 06/30/2011

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CREDIT PARTIES SECURITY AGREEMENT BEASLEY MEZZANINE HOLDINGS, LLC, EACH OF THE UNDERSIGNED DIRECT AND INDIRECT SUBSIDIARIES, EACH ADDITIONAL GRANTOR, AND BANK OF MONTREAL, CHICAGO BRANCH, AS ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE BENEFICIARIES 02/27/2004 06/30/2011


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]



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 WDAS LICENSE LIMITED PARTNERSHIP, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103
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 BEASLEY FM ACQUISITION CORP., 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103
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 SOLE GENERAL PARTNER
7. Percentage of votes 99.75
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address BEASLEY MEZZANINE HOLDINGS, LLC, 3033 RIVIERA DRIVE, SUITE 200, NAPLES, FL 34103
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 SOLE LIMITED PARTNER
7. Percentage of votes 0.25
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 SECRETARY OF SOLE GENERAL PARTNER

(Official Title)


of WDAS LICENSE LIMITED PARTNERSHP

(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
CAROLINE BEASLEY
Date
04/01/2005
Telephone Number of Respondent (Include area code) 2392635000

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 3
Description:
EXHIBIT 3

WDAS LICENSE LIMITED PARTNERSHIP IS A DELAWARE LIMITED PARTNERSHIP. ITS SOLE GENERAL PARTNER IS BEASLEY FM ACQUISITION CORP. ITS SOLE LIMITED PARTNER IS BEASLEY MEZZANINE HOLDINGS, LLC. BEASLEY MEZZANINE HOLDINGS, LLC CONTROLS BEASLEY FM ACQUISITION CORP. AND IS, IN TURN, 100% CONTROLLED BY BEASLEY BROADCAST GROUP, INC.

BEASLEY BROADCAST GROUP, INC., A PUBLICLY TRADED COMPANY, CONTROLS THE LICENSEE ENTITIES OF THE STATIONS OUTLINED IN THE ORGANIZATIONAL DIAGRAM ATTACHED AS EXHIBIT 3 - ATTACHMENT 1. THE OFFICERS, DIRECTORS, AND ATTRIBUTABLE STOCKHOLDERS OF BEASLEY BROADCAST GROUP, INC. ARE GEORGE G. BEASLEY (CHAIRMAN, CFO, AND A .04% STOCKHOLDER), BRUCE G. BEASLEY (PRESIDENT, COO AND 2.1% STOCKHOLDER), CAROLINE BEASLEY (VICE PRESIDENT, CFO, DIRECTOR AND 2.1% STOCKHOLDER), BRIAN G. BEASLEY (VICE PRESIDENT OF OPERATIONS, DIRECTOR AND 2.5% STOCKHOLDER), JOE B. COX (DIRECTOR), GEORGE BEASLEY ESTATE REDUCTION TRUST DATED 6/7/99 (4.4% STOCKHOLDER), MARK S. FOWLER (DIRECTOR), ALLEN SHAW (DIRECTOR), HERB MCCORD (DIRECTOR), GGB FAMILY LIMITED PARTNERSHIP FLORIDA INTANGIBLE TAX TRUST (72.95% STOCKHOLDER), REB FLORIDA INTANGIBLE TAX TRUST, DATED AUGUST 20, 2004 (2.0% STOCKHOLDER) AND GEORGE G. BEASLEY GRANTOR RETAINED ANNUITY TRUST DATED NOVEMBER 18, 2002 (10% STOCKHOLDER), THE TRUSTEES OF THE GEORGE BEASLEY ESTATE REDUCTION TRUST DATED 6/7/99 ARE CAROLINE BEASLEY AND BRUCE G. BEASLEY. THE SOLE TRUSTEE OF THE GGB FAMILY LIMITED PARTNERSHIP FLORIDA INTANGIBLE TAX TRUST, THE GEORGE G. BEASLEY GRANTOR RETAINED ANNUITY TRUST DATED NOVEMBER 18, 2002 AND REB FLORIDA INTANGIBLE TAX TRUST, DATED AUGUST 20, 2004 IS GEORGE G. BEASLEY.



Attachment 3
Description
EXHIBIT 3 - ATTACHMENT 1 ORGANIZATIONAL DIAGRAM