8-K
MILLS MUSIC TRUST (MMTRS)
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): March 31, 2025
MILLS MUSIC TRUST
(Exact name of registrant as specified in its charter)
| New York | 000-02123 | 13-6183792 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification Number) |
| C/O HSBC Bank USA, N/A Corporate Trust Issuer Services<br><br>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<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| N/A | N/A | 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 Mach 31, 2025 Mills Music Trust issued a report to its Unit Holders containing computation details regarding the payment it received attributable to the fourth quarter of 2024. 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 March 31, 2025 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.
| MILLS MUSIC TRUST | ||
|---|---|---|
| Date: March 31, 2025 | By: | /s/ Garfield Barrett |
| Garfield Barrett | ||
| Trust Officer of the Corporate Trustee<br>HSBC Bank U.S.A, NA |
EX-99.1
Exhibit 99.1
MILLS MUSIC TRUST
C/OHSBC BANKS U.S.A.
66 HUDSON BLVD EAST
NEW YORK, NY 10001
March 31, 2025
Quarterly Distribution Report No. 241
To the holders (the “Unit Holders”) of Trust Certificates representing interests (the “Trust Units”) in Mills Music Trust (the “Trust”):
This Quarterly Distribution report relates to the payment received by the Trust from Sony Music Publishing during the fourth quarter of 2024 (the “Q4 Distribution Period”), in respect of the contingent portion payment attributable to royalty income generated by the Trust’s copyright catalogue in the Q4 Distribution Period (the “Contingent Portion Payment”).
The Trust received $260,759 ($.9390 per Trust Unit) for the Contingent Portion Payment attributable to the Q4 Distribution Period, as compared to $288,427 ($1.0386 per Trust Unit) for the payment attributable to the fourth quarter of 2023.
After receiving the Contingent Portion Payment, the Trust paid $196,827 to third parties in connection with invoices rendered to the Trust, leaving a balance of $63,932 ($.2302 per Trust Unit). The Trustees have decided to reserve the full amount of such balance for administrative expenses in accordance with Section 5.7 of the Trust’s governing document, the Declaration of Trust dated December 3, 1964. As a result, the Trust will not make any distribution to the Unit Holders in respect to Contingent Portion Payment.
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 March 31, 2025 and March 31, 2024 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<br><br><br>MonthsEndedMarch 31,2025 | PerUnit* | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Gross royalty income collected by EMI for the period | $ | 923,302 | |||||||||||||||
| Less: Related royalty expense | 362,433 | ||||||||||||||||
| Amount deducted by EMI | 300,055 | ||||||||||||||||
| Adjustment for copyright renewals, etc. | 55 | ||||||||||||||||
| 662,543 | |||||||||||||||||
| Balance as reported by EMI | $ | 260,759 | |||||||||||||||
| Payments received by Trust | $ | 260,759 | $ | .9390 | |||||||||||||
| Less: Fees and expenses to Registrar-Transfer Agent and other<br><br><br>administrative expenses | $ | 196,827 | $ | .7087 | |||||||||||||
| Reserve for future potential litigation | 63,932 | $ | .2302 | ||||||||||||||
| Balance available for distribution | — | — | |||||||||||||||
| Distribution per Unit* | $ | — | $ | — | |||||||||||||
| * | Based on the 277,712 Trust Units outstanding. | ||||||||||||||||
| --- | --- | ||||||||||||||||
| Three<br><br><br>Months<br> <br>Ended<br><br><br>March 31,<br><br><br>2024 | PerUnit* | Twelve<br><br><br>Months<br> <br>Ended<br><br><br>March 31,<br><br><br>2025 | Per<br><br><br>Unit | Twelve<br><br><br>Months<br> <br>Ended<br><br><br>March 31,<br><br><br>2024 | Per<br><br><br>Unit | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| $ | 879,007 | $ | 3,804,220 | $ | 3,759,193 | ||||||||||||
| 325,982 | 1,383,974 | 1,309,698 | |||||||||||||||
| 263,318 | 1,156,042 | 1,192,083 | |||||||||||||||
| 1,280 | 97 | 4,268 | |||||||||||||||
| — | — | ||||||||||||||||
| 590,580 | 2,540,113 | 2,506,049 | |||||||||||||||
| $ | 288,427 | $ | 1,264,107 | $ | 1,253,144 | ||||||||||||
| $ | 288,427 | $ | 1.0386 | $ | 1,264,107 | $ | 4.5519 | $ | 1,253,144 | $ | 4.5123 | ||||||
| 132,887 | .4785 | 696,627 | 2.5085 | 418,602 | 1.5073 | ||||||||||||
| 63,932 | .2302 | ||||||||||||||||
| $ | 155,540 | $ | .5601 | $ | 503,548 | $ | 1.8132 | $ | 834,542 | $ | 3.0050 | ||||||
| $ | .5601 | $ | 1.8132 | $ | 3.0050 |