UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006 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 HSBC Bank USA, National Association,
Corporate Trust, Issuer Services
452 FIFTH AVENUE, NEW YORK, NEW YORK 10018-2706
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (212) 525-1349
Securities Registered Pursuant to Section 12(b) of the Act: ______
NONE
(Title of Class)
Securities Registered Pursuant to Section 12(g) of the Act: ______
UNITS OF BENEFICIAL INTEREST
(Title of Class)
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 report), and (2) has been subject to such
filing requirements for at least the past 90 days.
YES X NO
--- ---
Indicate by checkmark whether the registrant is an accelerated filer.
YES NO X
--- ---
Indicate by check mark whether the registrant is a shell company (as
defined in rule 12-B-2 of the exchange act).
YES NO X
--- ---
As of March 28, 2007, 277,712 Trust Units were outstanding. The aggregate
market value of the Units of Mills Music Trust held by non-affiliates was
$14,177,197.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. BUSINESS
Mills Music Trust (the "Trust") was created, by a Declaration of Trust
dated December 3, 1964, for the purpose of acquiring, from Mills Music, Inc.
("Old Mills"), the rights to receive payment of a deferred contingent purchase
price obligation payable to Old Mills. The purchase price obligation arose as
the result of the sale by Old Mills of its musical copyright catalogue to a
newly formed company ("New Mills") pursuant to an Asset Purchase Agreement.
In payment for the aforementioned catalogue, New Mills agreed in the Asset
Purchase Agreement to make quarterly payments to Old Mills (the "Contingent
Portion") measured by the royalty income generated from the catalogue and,
subject to certain limitations and conditions, from any copyrights thereafter
acquired by New Mills.
The Contingent Portion payable for each quarterly period to and including
the last quarter of 2009 is to be an amount equal to the excess, if any, of (a)
the gross royalty income from the exploitation of the purchased copyrights
during such period (whether received by New Mills, its affiliated companies or
any other party) over (b) the sum of (i) the greater of (x) 25% of such gross
royalty income or (y) the lesser of $87,500 (as adjusted for inflation by
reflecting changes in average weekly earnings of employees in the printing,
publishing and allied industries since 1964) or 30% of such gross royalty
income; and (ii) royalties required to be paid to composers, authors and others
with respect to the existing copyrights. If the Contingent Portion as so
computed is less than $167,500, then the Contingent Portion will be computed on
the basis of the gross royalty income and related expense of New Mills, its
affiliated companies and their successors and assigns during such period not
only from the exploitation of purchased copyrights, but also from any copyrights
originated or acquired by New Mills and its affiliated companies subsequent to
December 5, 1964 (with the deductions referred to in (i) and (ii) above) except
that, when computed in this manner, the Contingent Portion cannot exceed
$167,500. In addition, for any quarterly period in which the Contingent Portion
as calculated above exceeds $250,000, the percentage specified in (x) above is
increased to as high as 35% based upon gross royalties for the quarter.
Commencing with the first quarter of the year 2010, the Contingent Portion
payable for each quarterly period is to be an amount equal to 75% of the gross
royalty income of New Mills and/or its affiliated companies and their successors
and assigns from the exploitation of the existing copyrights for such period,
less the related royalty expense.
The Asset Purchase Agreement provides that the obligation to make payments
will terminate on the last day of the year in which the last purchased
copyright, or a renewal thereof, expires and cannot be renewed. When the
existing copyrights begin to expire, the size of each payment through the year
2009 will become increasingly dependent on the success in which New Mills has in
acquiring and exploiting new copyrights.
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The composition of Old Mills Catalogue is estimated to be in excess of
25,000 titles of which approximately 1,500 are at present producing royalty
income. The majority of the royalty income generated by the catalogue in recent
years, however, was produced by a relatively small number of well-known songs,
many of which have remained popular and have generated substantial royalty
income over a long period of time.
The Declaration of Trust prohibits the Trust from engaging in any business;
the Trust's sole activity is the receipt of the periodic installments of the
purchase price and the distribution thereof (after payment of administrative
expenses of the Trust) to the owners of units of beneficial interest in the
Trust.
ITEM 2. PROPERTIES
The administrative office of the Mills Music Trust is at HSBC Bank, USA,
National Association, Corporate Trust Issuer Services, 452 Fifth Avenue, New
York, New York 10018. No expense is being charged or paid for the office space
and office equipment that is being utilized by the Trust.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. NOT APPLICABLE
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ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data for the years ended December 31, 2006
through 2002 are derived from the Trust's audited financial statements. The data
set forth below should be read in conjunction with financial statements of the
Trust and the notes thereto and management discussions and analysis appearing
elsewhere herein.
Receipts Cash Cash
Year Ended From Distributions Distribution
December 31, EMI to Unit Holders Per Unit*
- ------------ ---------- --------------- ------------
2006 $1,309,450 $1,243,594 $4.48
2005 $1,358,540 $1,269,573 $4.57
2004 $1,234,485 $1,152,464 $4.15
2003 $1,200,335 $1,034,227 $3.72
2002 $ 820,124 $ 997,400 $3.59
Pro Forma (A) $2.59
* Based on the 277,712 Trust Units outstanding
(A) On December 31 2001 the Trust received an additional $335,000 of which
in January 2002, the Trust paid administrative expenses of $56,156 and the
remaining $278,844 was distributed to unit holders after complying with the
required NASDAQ distribution notification period. Pro forma distribution per
unit of $2.59 in 2002 reflects the $278,844 as if it were distributed in 2001.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE TRUST'S RECEIPTS
The Trust's receipts are derived principally from copyrights established
prior to 1964 and such receipts fluctuate based upon public interest in the
"nostalgia" appeal of older copyrighted songs.
The Trust's contingent fee income over the last three years has averaged
approximately $1,300,825 per year. In addition to the above, there are a number
of factors which create uncertainties with respect to the ability of the Trust
to continue to generate that level of income on a continuing, long-term basis.
Those factors include the effect that foreign and domestic copyright laws and
any changes therein have or will have on both licensing fees and renewal rights
ultimately, copyright expirations
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under such laws and the effect of electronic copying of materials without
permission.
In 1976, the copyright law was changed for works that were within renewal
terms between December 31, 1976 and December 31, 1978 to add an extension of 19
years to the 28-year renewal term. The original copyright term is 28 years. That
amendment made the copyright term 75 years. The Copyright Act of 1976 provided
for a single term of life plus 70 years after author's death (with some
variations in different circumstances) for works created after January 1, 1978.
The 1976 act provided that the writer and his heirs could terminate a transfer
or license of the renewal copyright that was executed before 1978, so long as
the termination was effected in a five-year period following the end of the
initial 56-year period.
The copyright laws were modified by the Sonny Bono 1998 Copyright Term
Extension Act (the "Act"), which generally provided an additional 20 years of
copyright protection. For works created by identified natural persons the term
now lasts from creation until 70 years after the author's death. For anonymous
works, pseudonymous works, and works made for hire, the term is 95 years from
publication or 120 years from creation whichever expires first. For works
published before 1978 with existing copyrights as of the effective date of the
Act, the Act extends the term to 95 years from publication. In January 2003, the
U.S. Supreme Court upheld the constitutionality of the Act in the Eldred v.
Ashcroft decision, which affirmed a 2001 decision of the U.S. Court of Appeals
for the District of Columbia Circuit.
The copyright laws provide that renewals vest in any person who is entitled
under the rules of statutory succession to the renewal and extension of the
copyright at the time the application to renew is made. If no renewal is made,
renewals vest in any person entitled under the rules of statutory extension as
of the last day of the original term of copyright to the renewal and extension
of copyright. The writer (and not the publisher to whom the copyright was
originally assigned) owns the renewal right. The laws name specified classes of
persons (the writer's wife, his children, etc.) who will succeed to the renewal
right if the writer dies before the end of the original term. The Act does not
distinguish between composers and lyricists. However, if the composer and
lyricist are not the same, each owns a portion of the renewal rights. The
composer and the lyricist may, assign their respective interests in the renewal
rights to a publisher at the time of the assignment of the original copyright
term. Such an assignment of the renewal term is effective, however, only if the
assignor survives the original term. If he does not, his heirs will succeed to
his share of the renewal rights; and, in such event, these heirs are not
obligated by the assignment of the rights to the publisher to whom the original
assignment was made unless they joined in the assignment. In addition, the 1998
Copyright Extension Act allows writers (or their heirs) to elect, after either a
35 or 40 year period as specified in the statute, to terminate a transfer of
license or renewal within five years of the expiration.
-5-
A listing received in 2007 from EMI (the current owner and administrative
entity for the copyright materials) of the top 50 money earning songs of the
subject copyrighted songs, with the original copyright dates shown, indicates
that the copyright dates range from 1922 to 1962. This song listing indicated
that no copyrights of those top 50 songs would reach the 95-year expiration
within the next five years. The listing did not provide an indication of the
percentage of income earned by each copyright to total income.
The Trust cannot determine EMI's ability to secure renewals of the
copyrighted material; however, under the trust agreement, EMI must use its best
efforts to do so.
In 2001 EMI charged the Trust with an adjustment for certain costs relating
to copyright renewals incurred over several years and a retroactive adjustment
relating to a then recent court decision, which negatively affected all holders
of U.S. copyrights.
According to EMI, that adjustment resulted in no amounts owing for two
quarters in 2001. However, EMI remitted $167,500 for each of those quarters as
the minimum quarterly distributions.
EMI has taken the position that the additional distributions to make up the
$167,500 minimums would be considered advances against the future contingent
portion of earnings and the unrecouped copyright renewals (which would have
resulted in deductions from future quarterly payments). The Trust has taken the
position that such minimum distributions are due regardless based upon the
inclusion of gross royalty income of Related Companies as defined in the
relevant agreement. From 2002 through September 30, 2006, EMI made quarterly
distributions to the Trust consistent with the Trust's position
In connection with the adjustments claimed by EMI in 2001, the Trust's
former auditors had evaluated the adjustment claimed by EMI to the years to
which it pertained. Based on such evaluation, the Trust had submitted a letter
to EMI, which challenged $120,000 of the $275,000 in future contingent royalty
reductions claimed by EMI. The Trust has yet to receive a response from EMI
despite repeated requests.
In connection with the distribution received by the Trust in December 2006,
EMI charged the Trust with an adjustment of additional royalties paid by EMI in
connection with an audit and settlement by the royalty recipient, in an
aggregate amount of $427,000 relating to prior years. Those claimed adjustments,
which the trust is reviewing for accuracy and appropriateness, among other
things, resulted in EMI paying the Trust the $167,500 minimum in December 2006.
In a statement accompanying its distribution to the Trust in March 2007, EMI
characterized the minimum payment made in December 2006 as an advance, and
deducted that amount from its March 2007 distribution. The Trust has reiterated
its position to EMI that such deduction is inappropriate, and is awaiting EMI's
response.
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ITEM 7A. NOT APPLICABLE
ITEM 8. AUDITORS' REPORT AND FINANCIAL STATEMENTS
The Auditors' reports and financial statements begin on page 7 of this
report.
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(CORNICK, GARBER & SANDLER, LLP LOGO)
Certified Public Accountants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE TRUSTEES AND UNIT OWNERS
MILLS MUSIC TRUST
We have audited the accompanying statement of cash receipts and
disbursements of Mills Music Trust for each of the years in the three year
period ended December 31, 2006. This financial statement is the responsibility
of the Trust's management. Our responsibility is to express an opinion on this
financial statement based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (U.S.). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
As described in Note 1, this financial statement was prepared on the basis
of cash receipts and disbursements, which is a comprehensive basis of accounting
other than accounting principles generally accepted in the United States of
America.
In our opinion, the financial statement referred to above presents fairly,
in all material respects, the cash receipts and disbursements of Mills Music
Trust for each of the years in the three year period ended December 31, 2006, on
the basis of accounting described in Note 1.
/s/ Cornick, Garber & Sandler, LLP
----------------------------------------
CORNICK, GARBER & SANDLER, LLP
NEW YORK, NEW YORK
April 10,2007
825 Third Avenue New York, NY 10022-9524 212 557-3900 Fax 212 557-3936
50 Charles Lindbergh Boulevard Uniondale, NY
11553-3600 516 542-9030 Fax 516 542-9035
-8-
MILLS MUSIC TRUST
STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
THREE YEARS ENDED DECEMBER 31, 2006
2006 2005 2004
----------- ----------- -----------
Receipts from EMI $ 1,309,450 $ 1,358,540 $ 1,234,485
Undistributed Cash at Beginning
Of Year 60 48 710
Disbursements -
Administrative Expenses (__65,876) (__88,967) (__,82,683)
----------- ----------- -----------
Balance Available for
Distribution 1,243,634 1,269,621 1,152,512
Cash Distributions to Unit
Holders (1,243,592) (1,269,561) (1,152,464)
----------- ----------- -----------
Undistributed Cash at
End of the year $ 42 $ 60 $ 48(A)
=========== =========== ===========
Cash Distributions Per Unit
based on the 277,712
Trust Units Outstanding) $ 4.48 $ 4.15 $ 3.72
=========== =========== ===========
(A) As of December 31, 2003, HSBC Bank had not paid of itself its fourth
quarter trustee fee and expenses of $656. The fee and expenses were paid in
January 2004.
The Trust does not prepare a balance sheet or a statement of cash flows.
See accompanying Notes to Statement of Cash Receipts and Disbursements.
-9-
MILLS MUSIC TRUST
NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS
THREE YEARS ENDED DECEMBER 31,2006
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 payment 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 paid to composers, authors and others, and less
amounts deducted by Mills in accordance with contract terms.
Payments from Mills to the Trust are due in March, June, September and
December and include net royalty income received during the preceding calendar
quarter. The payments received are accounted for on a cash basis, as are
expenses. 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 include transactions that would be recorded in financial
statements presented on the accrual basis of accounting, as contemplated by
accounting principles generally accepted in the United States of America.
NOTE 2. FEDERAL INCOME TAXES
No provision for income taxes has been made since the liability therefore
is that of the unit holders and not the Trust.
NOTE 3. RELATED PARTY TRANSACTIONS
The Declaration of Trust provides that each trustee shall receive annual
compensation of $2,500 per year for 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, and reimbursement for expenses
reasonably incurred in the performance of their duties. The Declaration of Trust
further provides for reimbursement to the corporate trustee for its clerical and
administrative services to the Trust. Accordingly, HSBC Bank USA, the corporate
trustee, also receives reimbursement for such services (including services
performed as Registrar and Transfer Agent of the Certificates representing
Units).
The Declaration of Trust also provides, that if in the future any trustee
performs unusual or extraordinary services, reasonable compensation for such
services shall be paid, subject to certain limitations and to prior confirmation
by a majority in interest of Trust Certificate holders.
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MILLS MUSIC TRUST
NOTES TO STATEMENT OF CASH RECEIPTS AND DISBURSEMENTS(CONTINUED)
THREE YEARS ENDED DECEMBER 31, 2006
NOTE 3. RELATED PARTY TRANSACTIONS (Continued)
Pursuant to these provisions, disbursements were made as follows for the
three years ended December 31:
TRUSTEES 2006 2005 2004
- -------- ------- ------- -------
HSBC Bank USA
National Association:
Trustee fees $ 2,500 $ 2,500 $ 3,125*
Transfer agent
and registrar fees 15,000 15,000 13,125
* Includes $625 relating to fourth quarter 2003.
NOTE 4. ROYALTIES
A listing received in 2007 from EMI (the current owner and administrative
entity for the copyright materials) of the top 50 money earning songs of the
subject copyrighted songs, with the original copyright dates shown, indicates
that the copyright dates range from 1922 to 1962. This song listing indicated
that no copyrights of those top 50 songs would reach the 95-year expiration
within the next five years. The listing did not provide an indication of the
percentage of income earned by each copyright to total income.
The Trust cannot determine EMI's ability to secure renewals of the
copyrighted material; however, under the trust agreement, EMI must use its best
efforts to do so.
In 2001 EMI charged the Trust with an adjustment for certain costs relating
to copyright renewals incurred over several years and a retroactive adjustment
relating to a then recent court decision, which negatively affected all holders
of U.S. copyrights.
According to EMI, that adjustment resulted in no amounts owing for two
quarters in 2001. However, EMI remitted $167,500 for each of those quarters as
the minimum quarterly distributions.
EMI has taken the position that the additional distributions to make up the
$167,500 minimums would be considered advances against the future contingent
portion of earnings and the unrecouped copyright renewals (which would have
resulted in deductions from future quarterly payments). The Trust has taken the
position that such minimum distributions are due regardless based upon the
inclusion
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of gross royalty income of Related Companies as defined in the relevant
agreement. From 2002 through September 30, 2006, EMI made quarterly
distributions to the Trust consistent with the Trust's position
In connection with the adjustments claimed by EMI in 2001, the Trust's
former auditors had evaluated the adjustment claimed by EMI to the years to
which it pertained. Based on such evaluation, the Trust had submitted a letter
to EMI, which challenged $120,000 of the $275,000 in future contingent royalty
reductions claimed by EMI. The Trust has yet to receive a response from EMI
despite repeated requests.
In connection with the distribution received by the Trust in December 2006,
EMI charged the Trust with an adjustment of additional royalties paid by EMI in
connection with an audit and settlement by the royalty recipient, in an
aggregate amount of $427,000 relating to prior years. Those claimed adjustments,
which the trust is reviewing for accuracy and appropriateness, among other
things, resulted in EMI paying the Trust the $167,500 minimum in December 2006.
In a statement accompanying its distribution to the Trust in March 2007, EMI
characterized the minimum payment made in December 2006 as an advance, and
deducted that amount from its March 2007 distribution. The Trust has reiterated
its position to EMI that such deduction is inappropriate, and is awaiting EMI's
response.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Report, the Trust carried
out an evaluation of the effectiveness of the design and operation of the
Trust's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities and Exchange Act of 1934) under the supervision and
with the participation of the Trust's management, including the chief financial
individual providing accounting services and the trust officer of the corporate
trustee. Based on that evaluation, the chief financial individual providing
accounting services and the trust officer of the corporate trustee concluded
that the Trust's disclosure controls and procedures are effective.
(b) Changes in Internal Controls
There have not been any changes in the Trust's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934) during the fiscal period covered by
this annual report on Form 10 K that have materially affected, or are reasonably
likely to materially affect, the Trust's control over financial reporting.
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PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
HSBC Bank USA is the Corporate Trustee of the Trust. The Trustees serve
until their removal, resignation, incapacity, or in the case of individual
Trustees, their death.
HSBC Bank USA National Association or its predecessor Marine Midland Bank,
has been the corporate trustee since February, 1965 and is a national banking
association organized under the laws of the United States.
The Trust has not adopted a code of ethics (as defined in Item 406 of
Regulation S-K under the Securities Exchange Act of 1934) governing its
principal executive officer and principal financial officer as the Trust is
managed by the Corporate Trustee and thus relies on the employees of the
Corporate Trustee to abide by the codes of ethics established by the Corporate
Trustee or its affiliates.
ITEM 11. EXECUTIVE COMPENSATION (See Item 13)
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners
To the best knowledge of the Trustees, the only persons who beneficially
own more than 5% of the Trust Units are as follows:
PERCENT
NAME AND ADDRESS OF NUMBER OF OF UNITS
BENEFICIAL OWNER UNITS OWNED OUTSTANDING
- ------------------- ------------- -----------
MPL Communications, Ltd.
39 West 54th Street
New York, New York 10019 79,609 Units 28.67%
CEDE & Co.
P.O. Box 20
Bowling Green Station
New York, NY 10004 160,468 Units 57.78%
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Based on statement filed with the SEC pursuant to Section 13 (d) or 13 (g)
of the Act.
(b) Security Ownership of Management
The present Trustee has no beneficial ownership in the Trust.
(c) Changes in Control
The Trustees know of no contractual arrangements, which may result in a
change in control of the Trust at a subsequent date.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Remunerations of Directors and Officers
The Declaration of Trust provides that each trustee shall receive 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, and reimbursement for expenses
reasonably incurred in the performance of his duties. The Declaration of Trust
further provides for reimbursement to the corporate trustee for its clerical and
administrative services to the Trust. Accordingly, HSBC Bank USA also receives
reimbursement for such services (including services performed as Registrar and
Transfer Agent of the Certificates representing Units). The Declaration of Trust
further provides that if in the future any trustee performs unusual or
extraordinary services, reasonable compensation for such services shall be paid,
subject to certain limitations and to prior confirmation by a majority in
interest of Trust Certificate holders. During 2006, pursuant to these
provisions, HSBC Bank USA National Association received $ 2,500 as their trustee
fee.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
Fees paid to Cornick, Garber & Sandler, LLP for professional services
rendered for the audit of the Trust's statement of cash receipts and
disbursements and the review of interim financial statements included in the
quarterly reports on Form 10-Q aggregated $15,438 and $14,000 in 2006 and 2005,
respectively.
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Audit-Related Fees
NONE
Tax Fees
NONE
All Other Fees
In 2005 the Trust paid Cornick, Garber & Sandler, LLP $1,150 in
connection with discussions with the S.E.C.
NONE
The Trust is not a corporate entity and thus does not have an Audit
Committee. The Trustee has established a pre-approval policy with regard to
audit, audit-related and certain non-audit engagements by the Trust of its
independent auditors. Under this policy, the Trustee annually pre-approves
certain limited, specified recurring services which may be provided by the
Trust's independent auditors, subject to maximum dollar limitations. All other
engagements for services to be performed by the Trust's independent auditors
must be separately pre-approved by the Trustee.
-15-
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
PAGE
----
1. FINANCIAL STATEMENTS
Independent Auditors' Reports 7
Statement of cash receipts and disbursements -
years ended December 31, 2006, 2005 and 2004 8
Notes to statement of cash receipts and disbursements 9-11
2. FINANCIAL STATEMENT SCHEDULES None
3. EXHIBITS None
4.1 Declaration of Trust dated as of December 31, 1964(1)
4.2 Asset purchase agreement dated December 5, 1964(1)
31.1 Certification of chief financial individual providing
accounting services (filed herewith)
31.2 Certification of trust officer for the corporate trustee (filed
herewith)
32.1 Certification of chief financial individual providing
accounting services pursuant to 18 U.S.C. Section 1350
(furnished herewith)**
32.2 Certification of trust officer for the corporate trustee
pursuant to 18 U.S.C. Section 1350 (furnished herewith)**
(1) Incorporated by reference to the Trust's Annual Report on Form 10K for the
fiscal year ended December 31, 2005 (File No. 2-22997).
** The information furnished in Exhibits 32.1 and 32.2 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
April 13, 2007 Mills Music Trust
By: /s/ Marcia Markowski
------------------------------------
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