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 - 20020530AAZ
Section I - General Information
1. Legal Name of the Applicant 
INFINITY RADIO OPERATIONS INC.
Mailing Address
2000 K STREET, N.W.
SUITE 725
City
WASHINGTON
State or Country (if foreign address)
DC
ZIP Code
20006 - 1809
Telephone Number (include area code)
2024574518
E-Mail Address (if available) 
RCBENEDICT@CBS.COM
FCC Registration Number:
0003741816
Call Sign 
WBMD
Facility ID Number 
28525
2. Contact Representative (if other than Licensee/Permittee)
CHRISTOPHER J. SOVA, ESQ.
Firm or Company Name
LEVENTHAL, SENTER & LERMAN P.L.L.C.
Telephone Number (include area code)
2024298970
E-Mail Address (if available)
CSOVA@LSL-LAW.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 POST-CONSUMMATION 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
WBMD 1913 BALTIMORE MD AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WBLKFM 71215 DEPEW NY FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WUBE-FM 10140 CINCINNATI OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WDOK 28525 CLEVELAND OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WQAL 72889 CLEVELAND OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WXTM 74473 CLEVELAND HEIGHTS OH FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KDJM 59972 BROOMFIELD CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KIMN-FM 59597 DENVER CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KIMN-FM1 59600 BOULDER CO FB


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMC 19185 MEMPHIS TN AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXKL-FM 59959 DENVER CO FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KXKL-FM1 59955 BOULDER CO FB


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMCFM 59449 MEMPHIS TN FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMFR 73257 HIGH POINT NC AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WSJS 58391 WINSTON-SALEM NC AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WJHM 73137 DAYTONA BEACH FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WOCL 10138 DELAND FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WOMX-FM 47746 ORLANDO FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KOOLFM 13506 PHOENIX AZ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KZON 63913 PHOENIX AZ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KMLE 59965 CHANDLER AZ FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KVFG 72717 VICTORVILLE CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KPLN 59816 SAN DIEGO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KYXY 51671 SAN DIEGO CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPBZ 1246 INDIANTOWN FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WMBX 25756 JENSEN BEACH FL FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KRAK 72716 HESPERIA CA AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
K269AE 26927 BOULDER CO FX


Call Letters
Facility ID Number
Location (City/State)
Class of service
WBGR 43864 BALTIMORE MD AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WSML 740 GRAHAM NC AM


Call Letters
Facility ID Number
Location (City/State)
Class of service
WJBW 24143 JUPITER FL FM



All of the information furnished in this Report is accurate as of 05/29/2002 (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 AMENDMENT OF CERTIFICATE OF INCORPORATION OF INFINITY RADIO LICENSE INC. (NOW INFINITY RADIO OPERATIONS INC.) 06/08/1995

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF INCORPORATION 08/01/1993

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
BYLAWS 08/01/1993

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
RESTATED LICENSE SUBSIDIARY MANAGEMENT AGREEMENT AMERICAN RADIO SYSTEMS CORP. (NOW INFINITY RADIO INC.) AND AMERICAN RADIO SYSTEMS LICENSE CORP. (NOW INFINITY RADIO OPERATIONS INC.) 01/24/1997 12/31/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SUBSIDIARY GUARANTY THE BANK OF NEW YORK; BANQUE PARIBAS; CIBC, INC., TORONTO DOMINION, INC.; FLEET NATIONAL BANK; AND BANK OF MONTREAL 12/19/1995 09/03/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SUBSIDIARY GUARANTY AMERICAN RADIO SYSTEMS LICENSE CORP.; ARS ACQUISITION II, INC.; RADIO SYSTEMS OF MIAMI, INC.; RADIO SYSTEMS OF PHILADELPHIA, INC.; AND THE BANK OF NEW YORK 01/24/1997 12/31/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
$500 MILLION CREDIT AGREEMENT AMERICAN RADIO SYSTEMS CORPORATION; THE BANK OF NEW YORK; THE CHASE MANHATTAN BANK, ET AL. 01/24/1997 12/31/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
$350 MILLION CREDIT AGREEMENT AMERICAN RADIO SYSTEMS CORPORATION; THE BANK OF NEW YORK; THE CHASE MANHATTAN BANK; THE TORONTO-DOMINION BANK, ET AL. 01/24/1997 12/31/2004


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
3000
10
0
2990


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)
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 1
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 VICE PRESIDENT

(Official Title)


of INFINITY RADIO OPERATIONS 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 A. HILDEBRANDT
Date
05/29/2002
Telephone Number of Respondent (Include area code) 2024298970

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:
OFFICERS AND DIRECTORS

SEE ATTACHED, IN RESPONSE TO SECTION II, ITEM 9.

Attachment 1
Description
Officers, Directors and Shareholders


Exhibit 3
Description:
OTHER MEDIA INTERESTS

SEE ATTACHED

Attachment 3
Description
Other Media Interests