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.

BON - 20060124AAE
Section I - General Information
1. Legal Name of the Applicant 
PAXSON BOSTON-68 LICENSE, INC.
Mailing Address
601 CLEARWATER PARK ROAD
City
WEST PALM BEACH
State or Country (if foreign address)
FL
ZIP Code
33401 - 6233
Telephone Number (include area code)
5616824206
E-Mail Address (if available) 
BILLWATSON@PAXSON.COM
FCC Registration Number:
0003720208
Call Sign 
WBPX
Facility ID Number 
6476
2. Contact Representative (if other than Licensee/Permittee)
WILLIAM L. WATSON
Firm or Company Name
PAXSON COMMUNICATIONS CORPORATION
Telephone Number (include area code)
5616824206
E-Mail Address (if available)
BILLWATSON@PAXSON.COM
3. Name of entity, if other than licensee or permittee, for which report is filed
PAXSON COMMUNICATIONS OF BOSTON-68, INC.
Mailing Address
601 CLEARWATER PARK ROAD

City
WEST PALM BEACH
State or Country (if foreign address)
FL
ZIP Code
33401 - 6233
Telephone Number (include area code)
5616824206
E-Mail Address (if available)
BILLWATSON@PAXSON.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
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
WBPX 7692 BOSTON MA TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WDPX 6476 VINEYARD HAVEN MA TV


Call Letters
Facility ID Number
Location (City/State)
Class of service
WPXG 48406 CONCORD NH TV



All of the information furnished in this Report is accurate as of 12/30/2005 (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
BYLAWS N/A PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
ARTICLES OF INCORPORATION STATE OF FLORIDA 05/13/1999 PERPETUAL

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
MASTER AGREEMENT, AS AMENDED PAXSON COMMUNICATIONS CORPORATION (PCC) AND THE CHRISTIAN NETWORK, INC. 09/10/1999 9/9/2049

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (FLOATING RATE FIRST PRIORITY SENIOR SECURED NOTES DUE 2012) PCC, EACH SUBSIDIARY GUARANTOR PARTY THERETO, AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE 12/30/2005 1/15/2012

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (FLOATING RATE SECOND PRIORITY SENIOR SECURED NOTES DUE 2013) PCC, EACH GUARANTOR PARTY THERETO, AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE 12/30/2005 1/15/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
TERM LOAN AGREEMENT PCC, EACH GUARANTOR PARTY THERETO, THE LENDERS PARTY THERETO, AND CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT FOR THE LENDERS 12/30/2005 1/15/2012

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PLEDGE AND SECURITY AGREEMENT PCC, EACH GRANTOR PARTY THERETO, AND THE BANK OF NEW YORK TURST COMPANY, N.A., AS COLLATERAL AGENT, FIRST PRIORITY TRUSTEE, SECOND PRIORITY TRUSTEE, & CITICORP NORTH AMERICA, INC., AS FIRST PRIORITY ADMINISTRATIVE AGENT 12/30/2005 1/15/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF 13-1/4% CUMULATIVE JUNIOR EXCHANGEABLE PREFERRED STOCK PCC 06/10/1998 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (13-1/4% EXCHANGE DEBENTURES DUE 2006) PCC, EACH SUBSIDIARY GUARANTOR PARTY THERETO, AND THE BANK OF NEW YORK, AS TRUSTEE 06/10/1998 11/15/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CERTIFICATE OF DESIGNATION OF 9-3/4% SERIES A CONVERTIBLE PREFERRED STOCK PCC 06/10/1998 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
MASTER TRANSACTION AGREEMENT LOWELL W. PAXSON (LWP), SECOND CRYSTAL DIAMOND, LP (SCD), PAXSON ENTERPRISES, INC. (PEI), PCC, PAXSON MANAGEMENT CORPORATION (PMC), NBC UNIVERSAL (NBCU), NBC PALM BEACH INVESTMENT I, INC. AND NBC PALM BEACH INVESTMENT II, INC. 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED STOCKHOLDER AGREEMENT PCC, NBCU, LWP, SCD, AND PEI 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED INVESTMENT AGREEMENT PCC AND NBCU 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF 11% SERIES B CONVERTIBLE EXCHANGEABLE PREFERRED STOCK PCC 11/07/2005 12/31/2013

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
CALL AGREEMENT LWP, SCD, PEI, AND NBC PALM BEACH INVESTMENT II, INC. 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
COMPANY STOCK PURCHASE AGREEMENT LWP, SCD, PEI AND PCC 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PMC MANAGEMENT AND PROXY AGREEMENT PCC, PMC, LWP, CERTAIN DIRECT AND INDIRECT WHOLLY-OWNED SUBSIDIARIES OF PCC PARTY THERETO 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
DESIGNATION OF IRREVOCABLE PROXY PCC, SCD, PEI, SPECIAL COMMITTEE OF BOARD OF DIRECTORS OF PCC, LWP, NBCU, & STEPHEN RUSMISEL 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REGISTRATION OF RIGHTS AGREEMENT (8% SERIES B CONVERTIBLE PREFERRED STOCK) PCC AND NBC 09/15/1999 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
REGISTRATION RIGHTS AGREEMENT LETTER AMENDMENT PCC AND NBCU 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
FORM OF INDENTURE (11% EXCHANGEABLE DEBENTURES DUE 2006) PCC, THE BANK OF NEW YORK, AS TRUSTEE 09/15/1999 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SETTLEMENT AGREEMENT NBCU AND PCC 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
PAXSON CONSULTING AND NON-COMPETITION AGREEMENT PCC, NBCU, AND LWP 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
RESIGNATION AGREEMENT PCC 11/07/2005 N/A

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
NETWORK AFFILIATION AGREEMENT PAX NET, INC. AND WBPX 11/07/2005 11/6/2015


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
10000
100


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 PAXSON COMMUNICATIONS TELEVISION, INC., 601 CLEARWTER PARK ROAD, WEST PALM BEACH, FLORIDA 33401-6233
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 FL
6. Positional Interest SOLE SHAREHOLDER
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 100.00

1. Name and Address PAXSON MANAGEMENT CORPORATION, 529 SOUTH FLAGLER DRIVE, APT. 26H, WEST PALM BEACH, FLORIDA 33401
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 NE
6. Positional Interest PROXY HOLDER
7. Percentage of votes 100.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address R. BRANDON BURGESS 357 NORTH LAKE WAY, PALM BEACH, FLORIDA 33480
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 CHIEF EXECUTIVE OFFICER
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address DEAN M. GOODMAN, 525 SOUTH FLAGLER DRIVE, APT. 21-A, WEST PALM BEACH, FLORIDA 33401
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 PRESIDENT
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address ADAM K. WEINSTEIN, 255 CARDINAL LANE, JUPITER, FLORIDA 33458
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 & ASSISTANT SECRETARY
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address RICHARD GARCIA, 1760 SW 129 TERRACE, MIRAMAR, FLORIDA 33027
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 & TREASURER
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address WILLIAM L. WATSON, 117 SATINWOOD LANE, PALM BEACH GARDENS, FLORIDA 33410
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 SECRETARY
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 SECRETARY

(Official Title)


of PAXSON COMMUNICATIONS OF BOSTON-68, 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
WILLIAM L. WATSON
Date
01/24/2006
Telephone Number of Respondent (Include area code) 5616824206

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
Attachment 3
Description
OTHER AUTHORIZATIONS