Federal Communications Commission
Washington, D.C. 20554		 Approved by OMB
3060-0010 (June 2014)
FOR FCC USE ONLY
 

FCC 323
OWNERSHIP REPORT FOR COMMERCIAL BROADCAST STATIONS

 FOR COMMISSION USE ONLY
FILE NO. BOS-20110607AFS
Section I - General Information
1. Legal Name of the Respondent
ALTA/MILLENNIUM CORP.
Street Address (1)
28 STATE STREET
Street Address (2)
SUITE 1801
City
BOSTON 		State or Country (if foreign address)
MA
ZIP Code
02109 -
Telephone Number (include area code)
6177267770 		E-Mail Address (if available) 
FCC Registration Number:
0013336151 		Call Sign 
WENJ-FM 		Facility ID Number 
72981
2. Contact Representative
RICHARD R. ZARAGOZA, ESQ. 		Firm or Company Name
PILLSBURY WINTHROP SHAW PITTMAN LLP
Street Address (1)
2300 N STREET, NW
Street Address (2)
City
WASHINGTON 		State or Country (if foreign address)
DC 		ZIP Code
20037 -
Telephone Number (include area code)
2026638266 		E-Mail Address (if available)
RICHARD.ZARAGOZA@PILLSBURYLAW.COM
3. Nature of Respondent (See Instructions for definitions)
radio button not selected Licensee
radio button not selected Permittee
radio button selected Entity with an attributable interest
4. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
radio button not selectedGovernmental Entity radio button not selected Fee-exempt Report radio button not selectedOther Other radio button not selected N/A (Fee Required)
5. All of the information furnished in this Report is accurate as of 05/20/2011
(Date entered must (1) be Oct. 1 of the filing year when filing a Biennial Ownership Report (or Nov. 1, 2009 in the case of the initial filing); or (2) be no more than 60 days prior to the date of filing when filing a non-biennial Ownership Report.)
6. Purpose: This Report is filed for: (choose one)
a. radio button not selected Biennial
b. radio button not selected Validation and Resubmission of a previously filed Biennial Report (certifying no change from previous Report)
c. radio button selected Transfer of Control or Assignment of License/Permit
d. radio button not selected Report by Permittee filing within 30 days after the grant of a construction permit for a new commercial AM, FM or full power television broadcast station.
e. radio button not selected Update / certification of accuracy of an initial Ownership Report filed by Permittee (filing in conjunction with Permittee's application for a station license)
f. radio button not selected Amendment to a previously filed Ownership Report
File Number: -
If an Amendment, submit as an Exhibit a listing by Section and Question Number the portions of the previous Report that are being revised.
7. Licensee and Station Information. The stations listed below are all licensed to the following person or entity:
Licensee Name Licensee's FCC Registration Number (FRN)
MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC
0006676811
FRN Help: CORES Home

Station List

This Report is filed for the following stations:
Copy Call Sign Facility ID Number Location (City/State) Class of service Delete Copy
1. , NEW JERSEY FM Station

(Check/Uncheck All)
 
8. Respondent is:
radio button not selected Sole Proprietorship radio button not selected Not-for-profit corporation radio button not selected Limited partnership
radio button selected For-profit corporation radio button not selected General partnership radio button not selected Other
If "Other," describe nature of the Respondent in an Exhibit.  
 
 

Section II-A - Non-Biennial Ownership Information
1. Contract Information. List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only Licensees, Permittees, or Respondents with a majority interest in or that otherwise exercise de facto control over the subject Licensee or Permittee shall respond. Other Respondents should select "Not Applicable" in response to this question.) If the agreement is a local marketing agreement (LMA) or a joint sales agreement (JSA), or if the agreement is a network affiliation agreement, check the appropriate box; otherwise, select "Other" for non-LMA/JSA or network affiliation agreements.
checkbox not checked Not Applicable

Contract Information

Copy Description of contract or instrument Name of person or organization
with whom contract is made 		Date of Execution Date of Expiration Agreement Type
(check all that apply)		 Delete Copy
1. Month
MAY
Year
 Month

Year

checkbox checked No Expiration Date
 checkbox not checked LMA/JSA
checkbox not checked Network Affiliation Agreement
checkbox checked Other
 
Check/
Uncheck All
 



2. Capitalization (Only Licensees , Permittees, or entities with a majority interest in or that otherwise exercises de facto control over the subject Licensee shall respond.)
checkbox checked Not Applicable

Capitalization Information


(Check/
Uncheck All)
 
3. (a.) Ownership Interests. This Question requires Respondents to enter detailed information about ownership interests by generating a series of subforms. Answer each question on each subform. The first subform listing should be for the Respondent itself. If the Respondent is not a natural person, also list each of the officers, directors, stockholders, noninsulated partners, members and other persons or entities with a direct attributable interest in the Respondent. (A "direct" interest is one that is not held through any intervening companies or entities.) In the case of vertical or indirect ownership structures, report only those interests in the Respondent that also represent an attributable interest in the Licensee or Permittee for which the Report is being submitted.

List each person or entity with a direct attributable interest in the Respondent separately. Entities that are part of an organizational structure that includes holding companies or other forms of indirect ownership must file separate ownership reports. In such a structure do not report or file separate reports for persons or entities that do not have an attributable interest in the Licensee or Permittee for which the report is being submitted.

Ownership Interests Information
Copy 1. Name  
Address Street


City/State
, MASSACHUSETTS
Postal/ZIP Code
-
Country (if not U.S.)
Listing Type radio button selected Respondent
radio button not selected Other Interest Holder
Relationship to Licensee/Permittee radio button not selected Licensee/Permittee (or Officer/Director of Licensee/Permittee)
radio button not selected Person with attributable interest
radio button selected Entity with attributable interest
Positional Interest
(Check all that apply)

checkbox not checked Officer
checkbox not checked Director
checkbox not checked General Partner
checkbox not checked Limited Partner
checkbox not checked LC/LLC/PLLC Member
checkbox not checked Owner
checkbox not checked Stockholder
checkbox not checked Attributable Creditor
checkbox not checked Attributable Investor
checkbox checked Other (please specify):
FCC Registration Number
0013336151
  Percentage of votes %  
  Percentage of total assets
(equity debt plus)		 %  
Copy 2. Name  
Address Street


City/State
, MASSACHUSETTS
Postal/ZIP Code
-
Country (if not U.S.)
Listing Type radio button not selected Respondent
radio button selected Other Interest Holder
Relationship to Licensee/Permittee radio button not selected Licensee/Permittee (or Officer/Director of Licensee/Permittee)
radio button not selected Person with attributable interest
radio button selected Entity with attributable interest
Positional Interest
(Check all that apply)

checkbox not checked Officer
checkbox not checked Director
checkbox not checked General Partner
checkbox not checked Limited Partner
checkbox not checked LC/LLC/PLLC Member
checkbox not checked Owner
checkbox checked Stockholder
checkbox not checked Attributable Creditor
checkbox not checked Attributable Investor
checkbox not checked Other (please specify):
FCC Registration Number
0007128010
  Percentage of votes %  
  Percentage of total assets
(equity debt plus)		 %  
Copy 3. Name  
Address Street


City/State
, MASSACHUSETTS
Postal/ZIP Code
-
Country (if not U.S.)
Listing Type radio button not selected Respondent
radio button selected Other Interest Holder
Relationship to Licensee/Permittee radio button not selected Licensee/Permittee (or Officer/Director of Licensee/Permittee)
radio button not selected Person with attributable interest
radio button selected Entity with attributable interest
Positional Interest
(Check all that apply)

checkbox not checked Officer
checkbox not checked Director
checkbox not checked General Partner
checkbox not checked Limited Partner
checkbox not checked LC/LLC/PLLC Member
checkbox not checked Owner
checkbox checked Stockholder
checkbox not checked Attributable Creditor
checkbox not checked Attributable Investor
checkbox not checked Other (please specify):
FCC Registration Number
0007128085
  Percentage of votes %  
  Percentage of total assets
(equity debt plus)		 %  
Copy 4. Name  
Address Street


City/State
, MASSACHUSETTS
Postal/ZIP Code
-
Country (if not U.S.)
Listing Type radio button not selected Respondent
radio button selected Other Interest Holder
Relationship to Licensee/Permittee radio button not selected Licensee/Permittee (or Officer/Director of Licensee/Permittee)
radio button not selected Person with attributable interest
radio button selected Entity with attributable interest
Positional Interest
(Check all that apply)

checkbox not checked Officer
checkbox not checked Director
checkbox not checked General Partner
checkbox not checked Limited Partner
checkbox not checked LC/LLC/PLLC Member
checkbox not checked Owner
checkbox checked Stockholder
checkbox not checked Attributable Creditor
checkbox not checked Attributable Investor
checkbox not checked Other (please specify):
FCC Registration Number
0007128093
  Percentage of votes %  
  Percentage of total assets
(equity debt plus)		 %  
Copy 5. Name  
Address Street


City/State
, MASSACHUSETTS
Postal/ZIP Code
-
Country (if not U.S.)
Listing Type radio button not selected Respondent
radio button selected Other Interest Holder
Relationship to Licensee/Permittee radio button not selected Licensee/Permittee (or Officer/Director of Licensee/Permittee)
radio button selected Person with attributable interest
radio button not selected Entity with attributable interest
Positional Interest
(Check all that apply)

checkbox checked Officer
checkbox not checked Director
checkbox not checked General Partner
checkbox not checked Limited Partner
checkbox not checked LC/LLC/PLLC Member
checkbox not checked Owner
checkbox not checked Stockholder
checkbox not checked Attributable Creditor
checkbox not checked Attributable Investor
checkbox not checked Other (please specify):
FCC Registration Number
0019677822
  Percentage of votes %  
  Percentage of total assets
(equity debt plus)		 %  
Copy 6. Name  
Address Street


City/State
, MASSACHUSETTS
Postal/ZIP Code
-
Country (if not U.S.)
Listing Type radio button not selected Respondent
radio button selected Other Interest Holder
Relationship to Licensee/Permittee radio button not selected Licensee/Permittee (or Officer/Director of Licensee/Permittee)
radio button selected Person with attributable interest
radio button not selected Entity with attributable interest
Positional Interest
(Check all that apply)

checkbox checked Officer
checkbox checked Director
checkbox not checked General Partner
checkbox not checked Limited Partner
checkbox not checked LC/LLC/PLLC Member
checkbox not checked Owner
checkbox not checked Stockholder
checkbox not checked Attributable Creditor
checkbox not checked Attributable Investor
checkbox not checked Other (please specify):
FCC Registration Number
0019807973
  Percentage of votes %  
  Percentage of total assets
(equity debt plus)		 %  
Copy 7. Name  
Address Street


City/State
, MASSACHUSETTS
Postal/ZIP Code
-
Country (if not U.S.)
Listing Type radio button not selected Respondent
radio button selected Other Interest Holder
Relationship to Licensee/Permittee radio button not selected Licensee/Permittee (or Officer/Director of Licensee/Permittee)
radio button selected Person with attributable interest
radio button not selected Entity with attributable interest
Positional Interest
(Check all that apply)

checkbox checked Officer
checkbox checked Director
checkbox not checked General Partner
checkbox not checked Limited Partner
checkbox not checked LC/LLC/PLLC Member
checkbox not checked Owner
checkbox not checked Stockholder
checkbox not checked Attributable Creditor
checkbox not checked Attributable Investor
checkbox not checked Other (please specify):
FCC Registration Number
0013560164
  Percentage of votes %  
  Percentage of total assets
(equity debt plus)		 %  

(Check/
Uncheck All)

  (b.)

Respondent certifies that any equity and financial interests not reported in response to Question 3(a) are non-attributable.


If "No," submit as an Exhibit an explanation.

 radio button selectedYes radio button not selectedNo
(c.) Does the Respondent or any person/entity with an attributable interest in the Respondent also hold an attributable interest in any other broadcast station, or in any newspaper entities in the same market, as defined in 47 C.F.R. Section 73.3555?

If "Yes", provide information describing the interest(s), using EITHER the subform OR the spreadsheet option below for the applicable type of interest (broadcast or newspaper). Respondents with a large number (50 or more) of entries to submit should use the spreadsheet option. NOTE: Spreadsheets must be submitted in a special "XML Spreadsheet" format with the appropriate structure that is specified in the documentation. For instructions on how to use the spreadsheet option to complete this question (including templates to start with), please Click Here.

Broadcast Interest Information

Newspaper Interest Information

radio button selectedYes radio button not selectedNo
(d.)

Are any of the individuals listed in response to Question 3(a) married, related as parent-child, or related as siblings?

If "Yes", complete the information describing the relationship.


Familial Relationships


(Check/Uncheck All)
 

radio button not selectedYes radio button selectedNo
(e.) Is Respondent seeking an attribution exemption for any officer or director with duties unrelated to the Licensee  or Permittee ?

If "Yes", complete the information in the required fields and submit an Exhibit fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest.

Exemption Information List

 

(Check/
Uncheck All)

radio button not selectedYes radio button selectedNo

SECTION III - CERTIFICATION


I certify that I am TREASURER

(Official Title)


of ALTA/MILLENNIUM CORP.

(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 the signature below must (1) be no earlier than Oct. 1 of the filing year when filing a Biennial Ownership Report (and no earlier than Nov. 1, 2009 in the case of the initial filing); or (2) be no more than 60 days prior to the date of filing when filing a non-biennial Ownership Report.)

Signature
EILEEN M. TOTI 		Date
05/23/2011
Telephone Number of Respondent (Include area code) 6172627770

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: EXHIBIT 1

AS THE COMMISSION IS AWARE, PARTIES TO THE LICENSEE SOUGHT AND RECEIVED CONSENT TO THE PRO FORMA TRANSFER OF CONTROL OF MILLENNIUM RADIO GROUP, LLC, PARENT OF THE LICENSEE, FROM MERCURY CAPITAL PARTNERS, L.P. ("MERCURY") TO MERCURY CAPITAL PARTNERS MILLENNIUM HOLDCO CORP. ("MCPMHC"). SEE FCC FILE NO. BTC-20101230ABE. JUST PRIOR TO CONSUMMATION, ON FEBRUARY 23, 2011, THE PARTIES DECIDED TO PARTIALLY CONSUMMATE THE TRANSACTION. SPECIFICALLY, MERCURY RETAINED ITS VOTING INTEREST, BUT TRANSFERRED ITS EQUITY INTEREST TO MCPMHC. SUBSEQUENT TO THAT CLOSING, THE PARTIES DECIDED TO MODIFY THE CORPORATE FORM OF MCPMHC FROM A CORPORATION TO A LIMITED LIABILITY COMPANY. IN AN ABUNDANCE OF CAUTION, THE PARTIES FILED A SECOND FCC FORM 316 SEEKING CONSENT TO THE PRO FORMA TRANSFER OF CONTROL FROM MCPMHC TO MERCURY CAPITAL PARTNERS MILLENNIUM HOLDCO, LLC. SEE FCC FILE NO. BTC-20110317AAP. FOLLOWING THE COMMISSION'S CONSENT, THE SECOND TRANSACTION WAS CONSUMMATED ON APRIL 7, 2011. ACCORDINGLY, THE INSTANT REPORT IS BEING SUBMITTED IN ORDER TO SATISFY THE POST-CONSUMMATION FILING REQUIREMENTS FOR THE DECEMBER 2010 AND MARCH 2011 PRO FORMA TRANSFER OF CONTROL TRANSACTIONS.


 Spreadsheets
Description
Attributable Interests