Form 8-K - Current report

MILLS MUSIC TRUST

Date: December 22, 2023

/s/ Garfield Barrett

Garfield Barrett

Trust Officer of the Corporate Trustee

HSBC Bank U.S.A, NA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2023

MILLS MUSIC TRUST

(Exact name of registrant as specified in its charter)

New York

000-02123

13-6183792

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

C/O HSBC Bank USA, N/A Corporate Trust Issuer Services

452 Fifth Avenue, New York, New York 10018-2706

10018-2076

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 525-1349

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On December 22, 2023 Mills Music Trust issued a report to its Unit Holders containing computation details regarding the payment it received attributable to the third quarter of 2023 The full text of the report is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:


99.1		Quarterly distribution report, dated December 22, 2023 issued by the Trust.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

MILLS MUSIC TRUST

C/O HSBC BANKS U.S.A.

452 FIFTH AVENUE

NEW YORK, NY 10018-2706

December 22, 2023

Quarterly Distribution Report No. 236

To the holders (the “Unit Holders”) of Trust Certificates representing interests (the “Trust Units”) in Mills Music Trust (the “Trust”):

Enclosed you will find a check representing your share of a distribution by the Trust to the Unit Holders of record at the close of business on December 21, 2023.

This Quarterly Distribution report relates to the payment received by the Trust from EMI Entertainment World Inc. (“EMI”) during the third quarter of 2023 (the “Q3 Distribution Period”), in respect of the contingent portion payment attributable to royalty income generated by the Trust’s copyright catalogue in the Q3 Distribution Period (the “Contingent Portion Payment”).

The Trust received $281,292 ($1.0129 per Trust Unit) for the Contingent Portion Payment attributable to the Q3 Distribution Period, as compared to $247,720 ($.8920 per Trust Unit) for the payment attributable to the third quarter of 2022.

After receiving the Contingent Portion Payment, the Trust paid $103,396 to third parties in connection with invoices rendered to the Trust, leaving a balance of $177,896 ($.6406 per Trust Unit). Such balance is being distributed to the Unit Holders of record as of the close of business on December 21, 2023.

During the twelve month period ended December 31, 2023, the Trust’s aggregate distributions will amount to $863,852 ($3.1106 per Trust Unit), as compared to $800,903 ($2.8840 per Trust Unit) during the twelve month period ended December 31, 2022.

Additional computation details are set forth in the attached report.

The information contained in this Quarterly Distribution Report will be disclosed on a Form 8-K filed with the Securities and Exchange Commission (the “SEC”). The Trust’s SEC filings are available to the public over the internet on the SEC’s web site at http://www.sec.gov.

Very truly yours,

MILLS MUSIC TRUST

The following is a computation of amounts available for distribution and/or the payment of administrative expenses of the Trust during the three months and twelve months ended December 31, 2023 and December 31, 2022 out of payments made to the Trust in connection with a deferred contingent purchase price obligation under the asset purchase agreement, dated December 5, 1964:


	Three Months Ended December 31, 2023				Per Unit*

Gross royalty income collected by EMI for the period	$	815,552

Less: Related royalty expense		289,371
Amount deducted by EMI		244,569
Adjustment for copyright renewals, etc.		320
Foreign Tax Credits Received		—

		534,260

Balance as reported by EMI	$	281,292

Payments received by Trust	$	281,292			$	1.0129

Less: Fees and expenses to Registrar-Transfer Agent and other administrative expenses		103,396				.3723

Balance available for distribution	$	177,896			$	.6406

Distribution per Unit*			$	.6406

*	Based on the 277,712 Trust Units outstanding.


Three Months Ended December 31, 2022				Per Unit*		Twelve Months Ended December 31, 2023				Per Unit		Twelve Months Ended December 31, 2022				Per Unit

$	656,886					$	3,780,337					$	3,281,780

	244,488						1,339,599						1,175,659
	164,069						1,198,214						973,285
	609						4,976						5,223
	—						—						—

	409,166						2,542,789						2,154,167

$	247,720					$	1,237,548					$	1,127,613

$	247,720			$	.8920	$	1,237,548			$	4.4562	$	1,127,613			$	4.0604

	65,863				.2372		373,696				1.3456		326,710				1.1764

$	181,857			$	.6548	$	863,852			$	3.1106	$	800,903			$	2.8840

		$	.6548					$	3.1106					$	2.8840

Document and Entity Information	Dec. 22, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000066496
Document Type	8-K
Document Period End Date	Dec. 22, 2023
Entity Registrant Name	MILLS MUSIC TRUST
Entity Incorporation State Country Code	NY
Entity File Number	000-02123
Entity Tax Identification Number	13-6183792
Entity Address, Address Line One	C/O HSBC Bank USA, N/A Corporate Trust Issuer Services
Entity Address, Address Line Two	452 Fifth Avenue
Entity Address, Address Line Three	452 Fifth Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018-2706
City Area Code	(212)
Local Phone Number	525-1349
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false