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 - 20061027AEW
Section I - General Information
1. Legal Name of the Applicant 
CUMULUS LICENSING LLC
Mailing Address
3535 PIEDMONT ROAD
BUILDING 14, SUITE 1400
City
ATLANTA
State or Country (if foreign address)
GA
ZIP Code
30305 - 4601
Telephone Number (include area code)
4049490700
E-Mail Address (if available) 
FCC Registration Number:
0002834810
Call Sign 
WNCV
Facility ID Number 
73395
2. Contact Representative (if other than Licensee/Permittee)
ANDREW KERSTING, ESQ.
Firm or Company Name
DICKSTEIN SHAPIRO LLP
Telephone Number (include area code)
2024203631
E-Mail Address (if available)
KERSTINGA@DICKSTEINSHAPIRO.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
CUMULUS MEDIA INC.
Mailing Address
3535 PIEDMONT ROAD
BUILDING 14, SUITE 1400

City
ATLANTA
State or Country (if foreign address)
GA
ZIP Code
30305 - 4601
Telephone Number (include area code)
4049490700
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 CONTROLLING ENTITY
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
WNCV 73395 SHALIMAR FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KAYD-FM 31109 SILSBEE TX FM



All of the information furnished in this Report is accurate as of 09/01/2006 (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
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CUMULUS MEDIA INC 07/31/2002 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 BY-LAWS CUMULUS MEDIA INC. 07/31/2002 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CREDIT AGREEMENT CUMULUS MEDIA INC., THE LENDERS PARTY THERETO, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT 06/07/2006 06/07/2012

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
GUARANTEE AND COLLATERAL AGREEMENT CUMULUS MEDIA INC., THE SUBSIDIARIES OF CUMULUS MEDIA INC. IDENTIFIED THEREIN, AND BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT 06/15/2006 06/07/2012

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SHAREHOLDER AGREEMENT BANCAMERICA CAPITAL INVESTORS SBIC I, L.P. AND CUMULUS MEDIA INC. (IL CORP.) 03/28/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
VOTING AGREEMENT NATIONSBANC CAPITAL CORP., CUMULUS MEDIA INC., QUAESTUS MANAGEMENT CORPORATION, DBBC OF GEORGIA, LLC, RICHARD WEENING, AND LEWIS W. DICKEY, JR. 06/30/1998


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
PREFERRED SERIES A
N
250000
250000

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
COMMON CLASS A
V
100000000
35875227
64124773

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
PREFERRED SERIED B
N
12000
12000

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
COMMON CLASS B
N
20000000
6630759
13369241

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
COMMON CLASS C
V
30000000
644871
29355129

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
UNDESIGNATED PREFERRED
N
20262000
20262000


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 SEE EXHIBIT 3
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 SEE EXHIBIT 3
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 VICE PRESIDENT & GENERAL COUNSEL

(Official Title)


of CUMULUS MEDIA 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
RICHARD S. DENNING
Date
10/27/2006
Telephone Number of Respondent (Include area code) 4049490700

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
Attachment 3
Description
Ownership Structure and Attributable Media Interests


Exhibit 4
Description:
FAMILY RELATIONSHIPS

LEWIS W. DICKEY, JR. AND JOHN W. DICKEY ARE BROTHERS.

Attachment 4