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 - 20030210ADU
Section I - General Information
1. Legal Name of the Applicant 
MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC
Mailing Address
220 NORTHPOINTE PARKWAY
SUITE D
City
AMHERST
State or Country (if foreign address)
NY
ZIP Code
14228 -
Telephone Number (include area code)
7166399300
E-Mail Address (if available) 
FCC Registration Number:
0006676811
Call Sign 
WIXM
Facility ID Number 
72981
2. Contact Representative (if other than Licensee/Permittee)
RICHARD R. ZARAGOZA, ESQ.
Firm or Company Name
SHAW PITTMAN LLP
Telephone Number (include area code)
2026638000
E-Mail Address (if available)
RICHARD.ZARAGOZA@SHAWPITTMAN.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
WIXM 72981 MILLVILLE NJ FM



All of the information furnished in this Report is accurate as of 01/17/2003 (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
LIMITED LIABILITY AGREEMENT (ON FILE) MILLENNIUM ATLANTIC CITY II HOLDCO, LLC, STATE OF DELAWARE 01/30/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF FORMATION STATE OF DELAWARE 06/07/2001

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
STATION LICENSE MANAGEMENT AGREEMENT (ON FILE) MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC, AND MILLENNIUM ATLANTIC CITY HOLDCO, LLC 02/15/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT (ON FILE) MILLENNIUM ATLANTIC CITY II HOLDCO, LLC, MILLENNIUM RADIO GROUP, LLC, MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC, MILLENNIUM ATLANTIC CITY II ASSET HOLDCO, LLC, AND THE BANK OF NEW YORK 02/15/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LOAN AND GUARANTEE AGREEMENT (ON FILE) MILLENNIUM ATLANTIC CITY II HOLDCO, LLC, MILLENNIUM RADIO GROUP, LLC, MILLENIUM ATLANTIC CITY II LICENSE HOLDCO, LLC, MILLENNIUM ATLANTIC CITY II ASSET HOLDCO, LLC, AND THE BANK OF NEW YORK 02/15/2002


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 - LICENSEE IS A LIMITED LIABILITY COMPANY


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 MILLENNNIUM ATLANTIC CITY II HOLDCO, LLC, 220 NORTHPOINT PARKWAY, SUITE D, AMHERST, NY 14228
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 DE
6. Positional Interest MANAGING MEMBER
7. Percentage of votes 100.00
8. Percentage of total assets (equity debt plus) 100.00

1. Name and Address CHARLES W. BANTA, 220 NORTHPOINTE PARKWAY, SUITE D, AMHERST, ,NY 14228
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 AUTHORIZED OFFICER
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 AUTHORIZED OFFICER

(Official Title)


of MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC

(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
01/27/2003
Telephone Number of Respondent (Include area code) 7166399300

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:
OWNERSHIP STRUCTURE

MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC ('MILLENNIUM') IS A DELAWARE LIMITED LIABILITY COMPANY.

THIS BIENNIAL OWNERSHIP FILING INCLUDES REPORTS ON FCC FORM 323 FOR THE LICENSEE, MILLENNIUM ATLANTIC CITY II LICENSE HOLDCO, LLC, AND FOR THE FOLLOWING NON-INSULATED ENTITIES IN THE LICENSEE'S OWNERSHIP CHAIN:

1) MILLENNIUM NEW JERSEY HOLDCO, LLC
2) MILLENNIUM RADIO GROUP, LLC
3) MERCURY CAPITAL PARTNERS, L.P.
4) MERCURY CAPITAL GP, L.P.
5) MERCURY GP, INC.
6) ASTRON SERVICES, INC.
7) CAPITAL RADIO HOLDINGS, LLC
8) UBS CAPITAL AMERICAS VI, LLC
9) UBS CAPITAL AMERICAS, LLC
10)UBS CAPITAL AMERICAS V, LLC
11)UBS AG
12)UBS CAPITAL AMERICAS INVESTMENTS II, LLC
13)INWOOD EQUITY INVESTORS I, LLC
14)INWOOD EQUITY INVESTORS IA, LLC
15)THE DELANEY FAMILY LLC
16)ALTA/MILLENNIUM CORP.
17)ALTA COMMUNICATIONS VIII, L.P.
18)ALTA-COMM VIII S BY S, LLC
19)ALTA COMMUNICATIONS VIII-B, L.P.
20)ALTA COMMUNICATIONS VIII MANAGERS, LLC
21)WILLIAM P. EGAN 1998 TRUST
22)THE BENBOW LIVING TRUST
   
THE REPORTS FOR THE ALTA ENTITES ARE BEING SUBMITTED ELECTRONICALLY UNDER SEPARATE COVER.

ON FEBRUARY 3, 2003, MILLENNIUM REQUESTED AN EXTENSION OF TIME TO AND INCLUDING FEBRUARY 10, 2003 IN WHICH TO FILE ITS BIENNIAL OWNERSHIP REPORTS ON FCC FORM 323 FOR THESE STATIONS. DUE TO THE COMPLEX OWNERSHIP STRUCTURE, ADDITIONAL TIME WAS REQUIRED TO COORDINATE THE PREPARATION OF THE OWNERSHIP REPORTS. ACCORDINGLY, THESE REPORTS ARE TIMELY FILED.


Attachment 1
Description
Millennium Atlantic City II Holdco, LLC - FCC Form 323
Millennium Radio Group, LLC - FCC Form 323
Mercury Capital Partners, L.P. - FCC Form 323
Mercury Capital GP, L.P. - FCC Form 323
Mercury GP, Inc. - FCC Form 323
Astron Services, Inc. - FCC Form 323
Capital Radio Holdings, LLC - FCC Form 323
UBS Capital Americas VI, LLC - FCC Form 323
UBS Capital Americas, LLC - FCC Form 323
UBS Capital Americas V, LLC - FCC Form 323
UBS Capital Americas Investments II, LLC - FCC Form 323
UBS AG - FCC Form 323
Inwood Equity Investors I, LLC - FCC Form 323
Inwood Equity Investors IA, LLC - FCC Form 323
The Delaney Family LLC - FCC Form 323


Exhibit 3
Description:
BROADCAST INTERESTS





Attachment 3
Description
Broadcast Interests