MILLS MUSIC TRUST
10-Q, 1996-10-29
PATENT OWNERS & LESSORS
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



    For the Quarter Ended September 30, 1996 Commission file number 2-22997
                                                                    -------



                              MILLS MUSIC TRUST                           
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             New York                                            13-6183792
- --------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)



c/o Marine Midland Bank, 140 Broadway, New York, NY                     10015
- --------------------------------------------------------------------------------
   (Address of principal executive offices)                           (ZIP Code)



Registrant's telephone number, including area code (212) 658-6014
                                                    -------------

        Indicate by check-mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.


                                    YES X    NO
                                        ---     ---  


Number of Trust Units outstanding as of March 20, 1996    277,712  
                                                          -------





<PAGE>   2
                                                                          Page 2


                          PART I - FINANCIAL STATEMENTS

Item 1.  Financial Information

                                MILLS MUSIC TRUST
                  STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
         THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                 Three Months Ended                      Nine Months Ended
                                     September, 30                         September, 30
                               -------------------------             -------------------------
                                 1996             1995                 1996             1995
                               --------         --------             --------         --------

<S>                            <C>              <C>                  <C>              <C>       
Receipts:
  Mills Music, Inc.            $241,365         $367,667             $858,030         $935,661  

Undistributed cash
 at beginning of
 the period                          20               27                   30              776

Disbursements-
  administrative expenses        (5,902)          (3,248)             (22,773)         (28,562)
                               --------         --------             --------         --------

Balance available
 for distribution               235,483          364,446              835,287          907,875

Cash distribution
 to unit holders                235,472          364,415              835,276          907,844
                               --------         --------             --------         --------

Undistributed cash at
  end of the period            $     11         $     31             $     11         $     31
                               ========         ========             ========         ========

Cash distribution per
 unit (based on 277,712
   units outstanding)          $    .85         $   1.31             $   3.01         $   3.27
                               ========         ========             ========         ========
</TABLE>



    See accompanying Notes to Statements of Cash Receipts and Disbursements.
<PAGE>   3
                                                                          Page 3

                                MILLS MUSIC TRUST
             NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
         THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                   (UNAUDITED)

NOTE 1.  ACCOUNTING POLICIES AND GENERAL INFORMATION

                      Mills Music Trust ("the Trust") was created in 1964 for
               the purpose of acquiring the rights to receive payments of a
               deferred contingent purchase price contract obligation payable by
               Mills Music, Inc. ("Mills"). The contingent payments are
               determined quarterly, and are based on a formula which takes into
               account gross royalty income from certain music copyrights and
               licenses of Mills, less royalties paid and amounts deducted by
               Mills in accordance with contract terms.

                      Payments from Mills to the Trust are made in March, June,
               September, and December, and include net royalty income of the
               preceding calendar quarter. The payments received are accounted
               for on a cash basis, as are expenses paid. The Declaration of
               Trust requires the distribution of all funds received by the
               Trust to the Unit holders after payment of expenses.

                      The statements of cash receipts and disbursements reflect
               only cash transactions and do not present transactions that would
               be included in financial statements presented on the accrual
               basis of accounting, as contemplated by generally accepted
               accounting principles.

                      There is no book value per unit because cumulative
               distributions are in excess of the initial investment in the
               Trust.

NOTE 2.  RELATED PARTY TRANSACTIONS

                      The Declaration of Trust provides that each trustee shall
               receive reimbursement for expenses reasonably incurred in the
               performance of his duties and annual compensation of $2,500 per
               year for his services as trustee, provided that such aggregate
               compensation to the trustees as a group may not exceed 3% of the
               monies received by the Trust in any year. The Declaration of
               Trust further provides for reimbursement to the corporate trustee
               for its clerical and administrative services to the Trust.
               Accordingly, Marine Midland Bank receives reimbursement for such
               services and for services performed as Registrar and Transfer
               Agent. The Declaration of Trust further provides that if any
               trustee performs unusual or extraordinary services, reasonable
               compensation for such services shall be paid, subject to certain
<PAGE>   4
                                                                          Page 4

                                MILLS MUSIC TRUST
             NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
         THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                   (CONTINUED)

                                   (UNAUDITED)

               limitations and to prior confirmation by a majority in interest
               of Trust Certificate holders. Pursuant to these provisions,
               disbursements to related parties were made as follows for the
               nine months ended September 30, 1996 and 1995:

                                                       1996             1995
                                                      ------            -----
               Trustee Fees:
                  Bernard D. Fischman                 $1,875          $1,875
                  Marine Midland Bank                  1,875           1,875

               Marine Midland Bank - Transfer
                  Agent and Registrar                      0           6,100


NOTE 3.  ROYALTY EXAMINATION

                      The Trust's claim against Belwin Mills Publishing
               Corporation, the former administrators of the Old Mills
               Catalogue, in connection with a royalty examination is pending.
               It cannot be determined at this time, what, if any, amount may
               ultimately be received by the Trust.

                      Legal and accounting fees paid from inception (1987)
               through September 30, 1996 by the Trust in connection with this
               examination aggregate $75,438.

                      No examinations of royalty information have been performed
               subsequent to February, 1987.

NOTE 4.  FEDERAL INCOME TAXES

                      No provision for income taxes has been made since the
               liability is that of the unit holders and not the Trust.
<PAGE>   5
                                                                          Page 5

                          PART I - FINANCIAL STATEMENTS

Item 2.  Management's Discussion and Analysis of Results of Operations

                      The Trust's receipts from Mills Music, Inc. are derived
               from copyrights established prior to 1964 and such receipts
               fluctuate based upon public interest in the "nostalgia" appeal of
               older songs.

                           PART II - OTHER INFORMATION

                      Items 1 through 6, inclusive, are not applicable.
<PAGE>   6
                                                                          Page 6

                                   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, thereunto duly authorized.

                                                         MILLS MUSIC TRUST
                                               ---------------------------------
                                                           (Registrant)

Date 10/24/96                                  By:     BERNARD D. FISCHMAN
     -------------------                           -----------------------------
                                                   Bernard D. Fischman, Trustee

Date 10/24/96                                  By:        MARCIA MARKOWSKI
     -------------------                           -----------------------------
                                                   Marine Midland Bank
                                                   Corporate Trustee


<PAGE>   7
                                EXHIBIT INDEX


EXHIBIT NO.                                    DESCRIPTION

     27                                  FINANCIAL DATA SCHEDULE























<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                               0
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       0
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                        858,030
<TOTAL-REVENUES>                               858,030
<CGS>                                           22,773
<TOTAL-COSTS>                                   22,773
<OTHER-EXPENSES>                               835,276
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                (19)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       (19)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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