<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 MARCH 31, 1999 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 4, 1999 277,712
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PART I - FINANCIAL STATEMENTS
Item 1. Financial Information
MILLS MUSIC TRUST
STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------------------
1999 1998
-------- --------
<S> <C> <C>
Receipts:
Mills Music, Inc. $274,046 $199,882
-------- --------
Total Receipts 274,046 199,882
Undistributed cash
at beginning of
the period 39 8
Disbursements -
administrative expenses (7,336) (12,270)
-------- --------
Balance available
for distribution 266,749 187,620
Cash distribution
to unit holders 266,714 187,620
-------- --------
Undistributed cash at
end of the period $ 35 $ 0
======== ========
Cash distribution per
unit (based on 277,712
units outstanding) $ .9604 $ .6756
======== ========
</TABLE>
See accompanying Notes to Statements of Cash Receipts and Disbursements.
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MILLS MUSIC TRUST
NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(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
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MILLS MUSIC TRUST
NOTES TO STATEMENTS OF CASH RECEIPTS AND DISBURSEMENTS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(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 three months ended
March 31, 1998 and 1997.
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Trustee Fees:
Bernard D. Fischman $625 $625
Marine Midland Bank 625 625
</TABLE>
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
March 31, 1999 by the Trust in connection with this examination
aggregate $75,438.
The Trust has determined that its previously disclosed claim
against the former administrator of the Old Mills Catalogue in
connection with the 1987 royalty examination is not cost beneficial
and, therefore, is not being pursued. No examination of royalty
information has been performed subsequent to 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.
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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.
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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 April 12, 1999 By: BERNARD D. FISCHMAN
---------------------- ----------------------------
Bernard D. Fischman, Trustee
Date April 12, 1999 By: MARCIA MARKOWSKI
----------------------- ----------------------------
Marine Midland Bank
Corporate Trustee
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<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> 274,046
<TOTAL-REVENUES> 274,046
<CGS> 7,336
<TOTAL-COSTS> 7,336
<OTHER-EXPENSES> 266,714
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (39)
<INCOME-TAX> 0
<INCOME-CONTINUING> (39)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
