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 - 20010329ABG
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)
5616824131
E-Mail Address (if available) 
LORICLOSSON@PAXSON.COM
FCC Registration Number:

Call Sign 
WBPX
Facility ID Number 
48406
2. Contact Representative (if other than Licensee/Permittee)
LORI E. CLOSSON
Firm or Company Name
PAXSON COMMUNICATIONS CORPORATION
Telephone Number (include area code)
5616824131
E-Mail Address (if available)
LORICLOSSON@PAXSON.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)
NA
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
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


Call Letters
Facility ID Number
Location (City/State)
Class of service
W67BA 6477 DENNIS MA TV



All of the information furnished in this Report is accurate as of 03/29/2001 (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
INDENTURE (11 5/8 SENIOR SUBORDINATED NOTES) THE BANK OF NEW YORK, AS TRUSTEE 09/28/1995 10/01/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
INDENTURE (12 1/2 EXCHANGE DEBENTURES DUE 2006) THE BANK OF NEW YORK, AS TRUSTEE 10/04/1996 10/01/2006

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDMENT & RESTATED CREDIT AGREEMENT PAXSON COMMUNICATIONS CORPORATION, UNION BANK OF CALIFORNIA, N.A., AS AGENT 04/28/1998 06/30/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDED & RESTATED BORROWER PLEDGE AGREEMENT PAXSON COMMUNICATIONS CORPORATION, UNION BANK OF CALIFORNIA, N.A., AS AGENT 04/28/1998 06/30/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDED & RESTATED BORROWER SECURITY AGREEMENT PAXSON COMMUNICATIONS CORPORATION, UNION BANK OF CALIFORNIA, N.A., AS AGENT 04/28/1998 06/30/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDED & RESTATED SUBSIDIARIES GUARANTEE PAXSON COMMUNICATIONS CORPORATION, UNION BANK OF CALIFORNIA, N.A., AS AGENT 04/28/1998 06/30/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDED & RESTATED SUBSIDIARIES PLEDGE AGREEMENT PAXSON COMMUNICATIONS CORPORATION, UNION BANK OF CALIFORNIA, N.A., AS AGENT 04/28/1998 06/30/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND AMENDED & RESTATED SUBSIDIARIES SECURITY AGREEMENT PAXSON COMMUNICATIONS CORPORATION, UNION BANK OF CALIFORNIA, N.A., AS AGENT 04/28/1998 06/30/2002

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECOND MODIFICATION OF INTERCREDITOR AGREEMENT PAXSON COMMUNICATIONS CORPORATION, GENERAL ELECTRIC CAPITAL CORPORATION, SUBSIDIARIES (OF PCC), UNION BANK OF CALIFORNIA, N.A., AS AGENT 10/01/2000

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITIES PURCHASE AGREEMENT (13 1/4 CUMULATIVE JUNIOR EXCHANGEABLE PREFERRED STOCK) PAXSON COMMUNICATIONS CORPORATION, GUARANTORS (DIRECT & INDIRECT SUBSIDIARIES OF PCC), CIBC OPPENHEIMER CORP. 06/05/1998

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) 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
SECURITIES PURCHASE AGREEMENT (SERIES A CONVERTIBLE PREFERRED STOCK) PAXSON COMMUNICATIONS CORPORATION, IPP98 PRIVATE EQUITY, LLC 06/05/1998

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WARRANT CERTIFICATE (155,500 WARRANTS) PAXSON COMMUNICATIONS CORPORATION, IPP98 PRIVATE EQUITY, LLC 06/10/1998 06/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
SECURITIES PURCHASE AGREEMENT (9 3/4 SERIES A CONVERTIBLE PREFERRED STOCK) PAXSON COMMUNICATIONS CORPORATION, CIBC OPPENHEIMER CORP. 06/05/1998

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WARRANT AGREEMENT (240,000 SHARES OF CLASS A COMMON STOCK) PAXSON COMMUNICATIONS CORPORATION, FIRST UNION NATIONAL BANK, CHARLOTTE, NORTH CAROLINA, AS WARRANT AGENT 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
WARRANT CERTIFICATE (169,600 WARRANTS) PAXSON COMMUNICATIONS CORPORATION, CEDE & CO. 06/10/1998 06/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WARRANT CERTIFICATE (0 WARRANTS) PAXSON COMMUNICATIONS CORPORATION, CEDE & CO. 06/10/1998 06/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WARRANT CERTIFICATE (38,400 WARRANTS) PAXSON COMMUNICATIONS CORPORATION, CEDE & CO. 06/10/1998 06/30/2003

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
WARRANT CERTIFICATE (32,000 WARRANTS) PAXSON COMMUNICATIONS CORPORATION, CEDE & CO. 06/10/1998 06/30/2003


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
0
0


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 OF BOSTON-68, INC., 601 CLEARWATER PARK ROAD, WEST PALM BEACH, FLORIDA 33401-6233
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 SOLE SHAREHOLDER
7. Percentage of votes 100.00
8. Percentage of total assets (equity debt plus) 100.00

1. Name and Address LOWELL W. PAXSON, 780 SOUTH OCEAN BOULEVARD, 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 CHAIRMAN
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address JEFF SAGANSKY, 301 AUSTRALIAN ROAD, SUITE 247, 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 PRESIDENT
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address ANTHONY L. MORRISON, 255 SOUTHLAND ROAD, 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 VICE PRESIDENT & ASSISTANT SECRETARY
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address THOMAS E. SEVERSON, JR., 82 DUNBAR EAST, 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 VICE PRESIDENT & TREASURER
7. Percentage of votes 0.00
8. Percentage of total assets (equity debt plus) 0.00

1. Name and Address ADAM K. WEINSTEIN, 642 IBIS DRIVE, DELRAY BEACH, FLORIDA 33444
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
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 WILLIAM L. WATSON, SECRETARY

(Official Title)


of PAXSON BOSTON-68 LICENSE, 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
04/01/2001
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
EXHIBIT 3