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 - 20080131AJQ
Section I - General Information
1. Legal Name of the Applicant 
TELESOUTH COMMUNICATIONS, INC.
Mailing Address
6311 RIDGEWOOD ROAD
City
JACKSON
State or Country (if foreign address)
MS
ZIP Code
39211 -
Telephone Number (include area code)
6019571700
E-Mail Address (if available) 
FCC Registration Number:
0003778743
Call Sign 
WKXG
Facility ID Number 
65007
2. Contact Representative (if other than Licensee/Permittee)
ELLEN MANDELL EDMUNDSON, ESQ.
Firm or Company Name
COHN AND MARKS LLP
Telephone Number (include area code)
2024524825
E-Mail Address (if available)
ELLEN.EDMUNDSON@COHNMARKS.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
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
WKXG 65008 GREENWOOD MS AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WYMX 65007 GREENWOOD MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WTCD 60796 INDIANOLA MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WTNM 6200 WATER VALLEY MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WQLJ 51086 OXFORD MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WFMM 36617 SUMRALL MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WKCU 66282 CORINTH MS AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WXRZ 66281 CORINTH MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WKBB 6194 WEST POINT MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WROB 6195 WEST POINT MS AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WRQO 49901 MONTICELLO MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WOEG 13858 HAZLEHURST MS AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WDXO 13857 HAZLEHURST MS FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
NEW 170950 GREENWOOD MS FM



All of the information furnished in this Report is accurate as of 01/31/2008 (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 INCORPORATION STATE OF MISSISSIPPI 10/11/1985

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BY-LAWS TELESOUTH COMMUNICATIONS, INC. 10/14/1985

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PROMISSORY NOTE (LOAN AGREEMENT) AND SECURITY AGREEMENT BANCORPSOUTH BANK 01/08/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REVOLVING MASTER NOTE (RENEWAL LOAN AGREEMENT) TRUSTMARK NATIONAL BANK 09/12/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CHANGE IN TERMS (TO NON-REVOLVING MASTER NOTE) TRUSTMARK NATIONAL BANK 09/12/2005

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LOAN AGREEMENT BANKCORPSOUTH BANK 06/20/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LOAN AGREEMENT MERCHANTS & FARMERS BANK 07/13/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LETTER OF INTENT SHAREHOLDERS OF TELESOUTH COMMUNICATIONS, INC. 01/08/2008 03/08/2008

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ARTICLES OF AMENDMENT STATE OF MISSISSIPPI 01/29/2008


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
5000
3000
2000


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 STEPHEN C. DAVENPORT, 1021 ANNANDALE DRIVE, MADISON, MS 39110
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, DIRECTOR
7. Percentage of votes 50.00
8. Percentage of total assets (equity debt plus) 50.00

1. Name and Address WILLIAM S. HENLEY, II, 5435 RED FOX ROAD, JACKSON, MS 39211
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, DIRECTOR
7. Percentage of votes 8.30
8. Percentage of total assets (equity debt plus) 8.30

1. Name and Address H.B. HENLEY, JR., 1118 HENLEY CIRCLE, HAZLEHURST, MS 39083
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, DIRECTOR
7. Percentage of votes 8.30
8. Percentage of total assets (equity debt plus) 8.30

1. Name and Address JOHN H. HENLEY, 504 HEYWARD LANE, MADISON, MS 39110
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 SECRETARY, DIRECTOR
7. Percentage of votes 8.30
8. Percentage of total assets (equity debt plus) 8.30

1. Name and Address CHARLES PATTON HENLEY, 406 TREADWELL DRIVE, MADISON, MS 39110
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 0
7. Percentage of votes 8.30
8. Percentage of total assets (equity debt plus) 8.30

1. Name and Address ROSS E. HENLEY, 297 INGLESIDE DRIVE, MADISON, MS 39110
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 0
7. Percentage of votes 8.30
8. Percentage of total assets (equity debt plus) 8.30

1. Name and Address JAMES W. HENLEY, 1142 HENLEY CIRCLE, HAZLEHURST, MS 39083
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 0
7. Percentage of votes 8.30
8. Percentage of total assets (equity debt plus) 8.30


(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 TELESOUTH COMMUNICATIONS, 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
STEPHEN C. DAVENPORT
Date
01/31/2008
Telephone Number of Respondent (Include area code) 6019571700

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 NAME

IN THE COURSE OF PREPARING THE COMPANY'S 2008 BIENNIAL OWNERSHIP REPORT, IT CAME TO THE ATTENTION OF THE LICENSEE THAT THE CORPORATE RECORDS OF THE MISSISSIPPI SECRETARY OF STATE SHOWED THE NAME OF THE LICENSEE AS 'TELESOUTH COMMUNICATION, INC.' PURSUANT TO CONSENT OF THE SHAREHOLDERS, ARTICLES OF AMENDMENT HAVE BEEN FILED WITH THE MISSISSIPPI SECRETARY OF STATE TO SHOW THE COMPANY'S NAME AS 'TELESOUTH COMMUNICATIONS, INC.' IN ACCORDANCE WITH SECTION 73.3613 OF THE COMMISSION'S RULES, A COPY OF THE 'ARTICLES OF AMENDMENT' IS BEING SUBMITTED TO THE FCC CONTEMPORANEOUSLY HEREWITH UNDER SEPARATE COVER.

Attachment 1


Exhibit 3
Description:
OTHER ATTRIBUTABLE BROADCAST INTERESTS

TELESOUTH COMMUNICATIONS, INC. IS THE CORPORATE PARENT OF WFMN RADIO, INC. (FRN NO. 0003-7788-34), THE LICENSEE OF FM BROADCAST STATION WFMN, FLORA, MS (FACILITY ID NO. 14568). THE 2008 BIENNIAL OWNERSHIP REPORT OF WFMN RADIO, INC. IS BEING FILED SEPARATELY CONTEMPORANEOUSLY HEREWITH.

Attachment 3


Exhibit 4
Description:
FAMILY RELATIONSHIPS

WILLIAM S. HENLEY, II, H.B. HENLEY, JR., JOHN H. HENLEY, CHARLES PATTON HENLEY, ROSS E. HENLEY AND JAMES W. HENLEY ARE BROTHERS.

Attachment 4