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 - 20051201BUP
Section I - General Information
1. Legal Name of the Applicant 
BLACK CROW RADIO, L.L.C.
Mailing Address
126 W. INTERNATIONAL SPEEDWAY BOULEVARD
City
DAYTONA BEACH
State or Country (if foreign address)
FL
ZIP Code
32114 -
Telephone Number (include area code)
3862559300
E-Mail Address (if available) 
JLDEV1@AOL.COM
FCC Registration Number:
0005098926
Call Sign 
Facility ID Number 
5464
2. Contact Representative (if other than Licensee/Permittee)
DAVID G. O'NEIL, ESQ.
Firm or Company Name
RINI CORAN, PC
Telephone Number (include area code)
2029553931
E-Mail Address (if available)
DONEIL@RINICORAN.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
BLACK CROW MEDIA, L.L.C.
Mailing Address
126 W. INTERNATIONAL SPEEDWAY BOULEVARD

City
DAYTONA BEACH
State or Country (if foreign address)
FL
ZIP Code
32114 -
Telephone Number (include area code)
3862559300
E-Mail Address (if available)
JLDEV1@AOL.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 BIENNIAL REPORT FILED FOR PARENT COMPANY OF LICENSEE.
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
WHOG-FM 24365 ORMOND-BY-THE-SEA FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WVYB 41669 HOLLY HILL FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WKRO-FM 5464 EDGEWATER FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WNDA 25123 DELAND FL AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WNDB 10342 DAYTONA BEACH FL AM



All of the information furnished in this Report is accurate as of 12/01/2005 (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
ARTICLES OF ORGANIZATION STATE OF FLORIDA 10/16/2001 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 OPERATING AGREEMENT BLACK CROW MEDIA GROUP, L.L.C. 11/15/2001 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ACTION OF THE SOLE MANAGER AND MEMBER BLACK CROW MEDIA GROUP, L.L.C. 11/19/2001 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CREDIT AGREEMENT BLACK CROW MEDIA GROUP, LLC, BLACK CROW MEDIA, LLC, STG MEDIA, LLC, RTG MEDIA, LLC, THOMAS MEDIA OPERATIONS, LLC, BLACK CROW RADIO, LLC, BCA RADIO, LLC, RTG RADIO, LLC, THOMAS RADIO, LLC, RAINBOW MEDIA, INC. AND GENERAL ELECTRIC CAPITAL CORPORATION 10/03/2003 10/3/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT BLACK CROW MEDIA GROUP, LLC, BLACK CROW MEDIA, LLC, STG MEDIA, LLC, RTG MEDIA, LLC, THOMAS MEDIA OPERATIONS, LLC, BLACK CROW RADIO, LLC, BCA RADIO, LLC, RTG RADIO, LLC, THOMAS RADIO, LLC, RAINBOW MEDIA, INC. AND GENERAL ELECTRIC CAPITAL CORPORATION 10/03/2003 10/3/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SUBORDINATION AGREEMENT BLACK CROW MEDIA GROUP, LLC, BLACK CROW MEDIA, LLC, STG MEDIA, LLC, RTG MEDIA, LLC, THOMAS MEDIA OPERATIONS, LLC, BLACK CROW RADIO, LLC, BCA RADIO, LLC, RTG RADIO, LLC, THOMAS RADIO, LLC, RAINBOW MEDIA, INC., GE CAPITAL CORPORATION AND SPECTRUM EQUITY 10/03/2003 10/3/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT BLACK CROW MEDIA GROUP, LLC, BLACK CROW MEDIA, LLC, STG MEDIA, LLC, RTG MEDIA, LLC, THOMAS MEDIA OPERATIONS, LLC, BLACK CROW RADIO, LLC, BCA RADIO, LLC, RTG RADIO, LLC, THOMAS RADIO, LLC, RAINBOW MEDIA, INC., GE CAPITAL CORPORATION AND SPECTRUM EQUITY 10/03/2003 10/3/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITIES PURCHASE AGREEMENT AND FIRST AMENDMENT TO SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT BLACK CROW MEDIA GROUP, BLACK CROW MEDIA, STG MEDIA, RTG MEDIA, THOMAS MEDIA OPERATIONS, BLACK CROW RADIO, BCA RADIO, RTG RADIO, THOMAS RADIO, RAINBOW MEDIA INC. AND SPECTRUM EQUITY INVESTORS 06/02/2004 10/3/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CONSENT, LIMITED WAIVER AND FOURTH AMENDMENT TO CREDIT AGREEMENT BLACK CROW MEDIA GROUP, BLACK CROW MEDIA, STG MEDIA, RTG MEDIA, THOMAS MEDIA OPERATIONS, BLACK CROW RADIO, BCA RADIO, RTG RADIO, THOMAS RADIO, RAINBOW MEDIA INC., GE CAPITAL AND CIT LENDING SERVICES CORPORATION 07/29/2005 9/30/2009


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 BLACK CROW MEDIA, L.L.C., 126 WEST INTERNATIONAL SPEEDWAY BOULEVARD DAYTONA BEACH, FL 32114
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 NONE
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address BLACK CROW MEDIA GROUP, L.L.C., 126 WEST INTERNATIONAL SPEEDWAY BOULEVARD, DAYTONA BEACH, FL 32114
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 NONE
7. Percentage of votes 100.00
8. Percentage of total assets (equity debt plus) 100.00

1. Name and Address JAMES L. DEVIS, CHIEF FINANCIAL OFFICER, 126 W. INTERNATIONAL SPEEDWAY BOULEVARD, DAYTONA BEACH, FLORIDA 32114
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 CHIEF FINANCIAL OFFICER
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 CHIEF OPERATIONS OFFICER OF THE PARENT COMPANY

(Official Title)


of BLACK CROW MEDIA, L.L.C.

(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
JAMES L. DEVIS
Date
12/01/2005
Telephone Number of Respondent (Include area code) 3862559300

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:
CORPORATE STRUCTURE

BLACK CROW MEDIA, L.L.C. IS A LIMITED LIABILITY COMPANY.

Attachment 1


Attachment 3
Description
Attributable Interests