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 - 20080201BHP
Section I - General Information
1. Legal Name of the Applicant 
MILLENNIUM RADIO GROUP LICENSEES (SEE EXHIBIT 1)
Mailing Address
993 LENOX DRIVE
SUITE 200
City
LAWRENCEVILLE
State or Country (if foreign address)
NJ
ZIP Code
08648 -
Telephone Number (include area code)
6098447570
E-Mail Address (if available) 
JIM.DONAHOE@MRGNJ.COM
FCC Registration Number:
0008419889
Call Sign 
Facility ID Number 
10449
2. Contact Representative (if other than Licensee/Permittee)
RICHARD R. ZARAGOZA
Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Telephone Number (include area code)
2026631128
E-Mail Address (if available)
RICHARD.ZARAGOZA@PILLSBURYLAW.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
MERCURY CAPITAL GP, L.P.
Mailing Address
993 LENOX DRIVE
SUITE 200

City
LAWRENCEVILLE
State or Country (if foreign address)
NJ
ZIP Code
08648 -
Telephone Number (include area code)
6098447570
E-Mail Address (if available)
JIM.DONAHOE@MRGNJ.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 PARENT COMPANY REPORT
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
WENJ 10448 ATLANTIC CITY NJ AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WFPG 10449 ATLANTIC CITY NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPUR 54894 ATLANTIC CITY NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WXKW 72981 MILLVILLE NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WKXW 53458 TRENTON NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WBUD 53443 TRENTON NJ AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WSJO 57357 EGG HARBOR CITY NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WCHR-FM 24934 MANAHAWKIN NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WJLK 14907 ASBURY PARK NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WADB 14895 ASBURY PARK NJ AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WOBM-FM 59508 TOMS RIVER NJ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WOBM 49295 LAKEWOOD TOWNSHIP NJ AM



All of the information furnished in this Report is accurate as of 01/15/2008 (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
SEE EXHIBIT 1


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
N/A - RESPONDENT IS A LIMITED PARTNERSHIP


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 1
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)


(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 MERCURY CAPITAL GP, L.P.

(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
CHARLES W. BANTA
Date
02/01/2008
Telephone Number of Respondent (Include area code) 6098447570

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:
NATURE OF RESPONDENT

THIS OWNERSHIP REPORT IS FILED IN CONNECTION WITH THE RESPONDENT'S OWNERSHIP INTEREST IN EACH OF THE FIVE LICENSEES CONTROLLED BY MILLENNIUM RADIO GROUP, LLC. THESE LICENSEES, AND THE STATIONS LICENSED TO THEM, ARE AS FOLLOWS:

1. MILLENNIUM ATLANTIC CITY LICENSE HOLDCO, LLC, LICENSEE OF: WENJ(AM), ATLANTIC CITY, NEW JERSEY (FIN: 10448); WFPG-FM, ATLANTIC CITY, NEW JERSEY (FIN: 10449); AND WPUR(FM), ATLANTIC CITY, NEW JERSEY (FIN: 54894);

2. MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC, LICENSEE OF:
WXKW(FM), MILLVILLE, NEW JERSEY(FIN: 72981);

3. MILLENNIUM CENTRAL NEW JERSEY LICENSE HOLDCO, LLC, LICENSEE OF: WKXW-FM, TRENTON, NEW JERSEY (FIN: 53458); AND WBUD(AM), TRENTON, NEW JERSEY (FIN: 53443);

4. MILLENNIUM EGG HARBOR LICENSE HOLDCO, LLC, LICENSEE OF: WSJO(FM), EGG HARBOR CITY, NEW JERSEY (FIN: 57357); AND

5. MILLENNIUM SHORE LICENSE HOLDCO, LLC, LICENSEE OF:
WJLK-FM, ASBURY PARK, NEW JERSEY (FIN: 14907); WADB(AM), ASBURY PARK, NEW JERSEY (FIN: 14895); WOBM-FM, TOMS RIVER, NEW JERSEY (FIN: 59508); WOBM(AM), LAKEWOOD TOWNSHIP, NEW JERSEY(FIN: 49295); AND WCHR-FM, MANAHAWKIN, NEW JERSEY (FIN: 24934).

THIS AMENDMENT SERVES TO PROVIDE FOR THE SECOND TIME ATTACHMENT 1 TO THE BIENNIAL OWNERSHIP REPORT TIMELY FILED WITH THE COMMISSION ON FEBRUARY 1, 2008, WHICH WAS FILED BY THE APPLICANT BUT, DUE TO APPARENT TECHNICAL DIFFICULTIES IN THE CDBS FILING SYSTEM, WAS STRIPPED AFTER SUBMISSION. AS INSTRUCTED BY FCC STAFF, THIS AMENDMENT SERVES TO PROVIDE THIS ATTACHMENT. THE INFORMATION PROVIDED IN THIS AMENDMENT IS CURRENT AS OF THE INITIAL FEBRUARY 1, 2008 FILING DEADLINE.

Attachment 1
Description
Ownership Information
Contracts and Instruments


Attachment 3
Description
Other Media Interests