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 - 20041027ACT
Section I - General Information
1. Legal Name of the Applicant 
KHWY, INC.
Mailing Address
12381 WILSHIRE BLVD.
SUITE 105
City
LOS ANGELES
State or Country (if foreign address)
CA
ZIP Code
90025 -
Telephone Number (include area code)
3108204628
E-Mail Address (if available) 
FCC Registration Number:
0003759958
Call Sign 
KIXF
Facility ID Number 
68413
2. Contact Representative (if other than Licensee/Permittee)
MARISSA G. REPP
Firm or Company Name
HOGAN AND HARTSON L.L.P.
Telephone Number (include area code)
2026376845
E-Mail Address (if available)
MGREPP@HHLAW.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
KIXF 68412 BAKER CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KIXW-FM 68413 LENWOOD CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KHWY 34556 ESSEX CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KHWZ 34557 LUDLOW CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KHYZ 34555 MOUNTAIN PASS CA FM


Call Letters
Facility ID Number
Location (City/State)
Class of service
KRXV 34554 YERMO CA FM



All of the information furnished in this Report is accurate as of 10/26/2004 (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
AMENDED AND RESTATED ARTICLES OF INCORPORATION KHWY, INC. 01/30/1998

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 ARTICLES KHWY, INC. 12/22/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED BYLAWS KHWY, INC. 12/18/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
LOAN AGREEMENT HIGHWAY RADIO, INC., KHWY, INC. AND SILICON VALLEY BANK 03/01/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WAIVER, CONSENT AND FOURTH AMENDMENT TO LOAN AGREEMENT HIGHWAY RADIO, INC., KHWY, INC., AND SILICON VALLEY BANK 12/31/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURED PROMISSORY NOTE KHWY, INC. AND HIGHWAY RADIO, INC. TO SILICON VALLEY BANK 03/01/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITY AGREEMENT KHWY, INC., AND SILICON VALLEY BANK 03/01/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
STOCK PLEDGE AGREEMENT KIRK M. ANDERSON AND TRACY R. ANDERSON AS TRUSTEES IN FAVOR OF SILICON VALLEY BANK 12/31/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
STOCK PLEDGE AGREEMENT HOWARD B. ANDERSON AND MIDENE M. ANDERSON AS TRUSTEES IN FAVOR OF SILICON VALLEY BANK 03/01/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
STOCK PLEDGE AGREEMENT KIRK M. ANDERSON AND TRACY ANDERSON AS TRUSTEES IN FAVOR OF SILICON VALLEY BANK 03/01/2004

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AFFILIATE SUBORDINATION AGREEMENT KHWY, INC. AND HIGHWAY RADIO, INC. IN FAVOR OF SILICON VALLEY BANK 03/01/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
GUARANTY KHWY, INC. TO SILICON VALLEY BANK 03/01/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
GUARANTY HIGHWAY RADIO, INC. TO SILICON VALLEY BANK 03/01/2002


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
CLASS A COMMON
V
200000
67259
132741

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
CLASS B COMMON
N
200000
151618
48382


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 THE ANDERSON FAMILY 1986 TRUST, LOS ANGELES, CALIFORNIA
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 NA
6. Positional Interest STOCKHOLDER
7. Percentage of votes 54.00
8. Percentage of total assets (equity debt plus)

1. Name and Address THE ANDERSON FAMILY 2004 TRUST, LOS ANGELES, CALIFORNIA
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 NA
6. Positional Interest STOCKHOLDER
7. Percentage of votes 46.00
8. Percentage of total assets (equity debt plus)

1. Name and Address HOWARD B. ANDERSON, LOS ANGELES, CALIFORNIA
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 NA
6. Positional Interest CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER & DIRECTOR
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address KIRK M. ANDERSON, LAS VEGAS, NEVADA
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 EXECUTIVE VICE PRESIDENT & DIRECTOR
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address MIDENE M. ANDERSON, LOS ANGELES, CALIFORNIA
2. Gender (male or female) 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 VICE PRESIDENT & DIRECTOR
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address TRACY ANDERSON, LAS VEGAS, NEVADA
2. Gender (male or female) 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 VICE PRESIDENT
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address TIMOTHY B. ANDERSON, APPLE VALLEY, CALIFORNIA
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/ GENERAL MANAGER
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address JULIE A. MILLER, LOS ANGELES, CALIFORNIA
2. Gender (male or female) 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 SECRETARY & CHIEF FINANCIAL OFFICER
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address JUDY J. ROBINSON, LAS VEGAS, NEVADA
2. Gender (male or female) 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 VICE PRESIDENT
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 KHWY, 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
HOWARD B. ANDERSON
Date
10/26/2004
Telephone Number of Respondent (Include area code) 3108204628

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

THIS REPORT IS BEING FILED FOLLOWING THE CONSUMMATION AS OF MARCH 1, 2004, OF THE ASSIGNMENT OF KIXF(FM), BAKER, CALIFORNIA (FAC. ID NO. 68412) AND KIXW-FM, LENWOOD, CALIFORNIA (FAC. ID NO. 68413) FROM HIGHWAY RADIO, INC. TO KHWY, INC. EXTENSION REQUESTS FOR THE FILING OF THIS REPORT AND ASSOCIATED DOCUMENTS UNTIL OCTOBER 29, 2004, WERE FILED WITH THE COMMISSION.


Attachment 1


Exhibit 2
Description:
EXHIBIT 2

THE ANDERSON FAMILY 1986 TRUST IS A REVOCABLE LIVING TRUST OF WHICH THE BENEFICIAL OWNERS OF THE TRUST PROPERTY ARE HOWARD B. ANDERSON AND HIS WIFE, MIDENE M. ANDERSON. THE TRUST PROVIDES THAT SO LONG AS HE IS NOT INCAPACITATED, HOWARD B. ANDERSON HAS SOLE RIGHTS TO VOTE THE SHARES OF KHWY, INC. STOCK HELD IN THE TRUST.   A COPY OF THE TRUST IS AVAILABLE UPON COMMISSION REQUEST.

THE ANDERSON FAMILY 2004 TRUST IS A REVOCABLE LIVING TRUST OF WHICH THE BENEFICIAL OWNERS OF THE TRUST PROPERTY ARE KIRK M. ANDERSON AND HIS WIFE, TRACY ANDERSON, WHO, AS TRUSTEES, EACH HAVE VOTING POWER OVER THE SHARES OF KHWY, INC. STOCK HELD IN THE TRUST. A COPY OF THE TRUST IS AVAILABLE UPON COMMISSION REQUEST.

NO PARTY OTHER THAN THE ANDERSON FAMILY 1986 TRUST HOLDS IN EXCESS OF 33% OF THE TOTAL ASSETS (EQUITY PLUS DEBT) OF KHWY, INC.


Attachment 2


Attachment 3
Description
ATTRIBUTABLE INTERESTS


Exhibit 4
Description:
FAMILY RELATIONSHIPS

HOWARD B. ANDERSON AND MIDENE M. ANDERSON ARE HUSBAND AND WIFE AND ARE THE PARENTS OF KIRK M. ANDERSON. KIRK M. ANDERSON AND TRACY ANDERSON ARE HUSBAND AND WIFE.

Attachment 4