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EXHIBIT 99.1
PROSPECTUS SUPPLEMENT No. 2
(To Prospectus Supplement No. 1 dated June 30, 2000 and
to Prospectus dated February 23, 2000)
[LOGO]
1,000,000,000 Depositary Receipts
B2B Internet HOLDRS Trust
This prospectus supplement amends and supplements information contained in
the prospectus dated February 23, 2000 relating to the sale of up to
1,000,000,000 depositary receipts by B2B Internet HOLDRS Trust.
The depositary trust agreement entered into between Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as the initial depositor, and The Bank of New York,
as trustee, has been amended as of November 22, 2000. The agreement has been
amended to revise the rules related to distributions of securities from the B2B
Internet HOLDRS Trust.
The depositary trust agreement has been amended to provide the following:
. if a company included in the B2B Internet HOLDRS Trust distributes
securities, the distributed securities will not be distributed from
the B2B Internet HOLDRS Trust, unless either the distributed
securities are not listed for trading on a U.S. national securities
exchange or through Nasdaq NMS or the distributed securities have a
Standard & Poor's sector classification that is different from the
Standard & Poor's sector classifications represented in the B2B
Internet HOLDRS Trust at the time of the distribution, and
. if the securities of a company included in the B2B Internet HOLDRS
Trust are no longer outstanding, as a result of a merger,
consolidation, corporate combination or other event, any securities
received in exchange for those securities will not be distributed
from the B2B Internet HOLDRS Trust, unless either the securities
received in exchange are not listed for trading on a U.S. national
securities exchange or through Nasdaq NMS or the securities received
in exchange have a Standard & Poor's sector classification that is
different from the Standard & Poor's sector classifications
represented in the B2B Internet HOLDRS Trust at the time of the
exchange.
Standard & Poor's Corporation is an independent source of market
information that, among other things, classifies the securities of public
companies into various sector classifications based on its own criteria. There
are 11 Standard & Poor's sector classifications and each class of publicly
traded securities of a company are given only one sector classification. As of
the date of this prospectus supplement, the securities included in the B2B
Internet HOLDRS Trust are represented in the Technology, Consumer Cyclicals and
Consumer Staples sectors. The Standard & Poor's sector classifications of the
securities included in the B2B Internet HOLDRS Trust may change over time if the
companies that issued these securities change their focus of operations or if
Standard & Poor's alters the criteria it uses to determine sector
classifications, or both.
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It is anticipated, as a result of Standard & Poor's broadly defined sector
classifications, that most distributions or exchanges of securities will not
result in the distribution of securities from the B2B Internet HOLDRS Trust. The
trustee will review the publicly available information that identifies the
Standard & Poor's sector classifications of securities to determine whether
securities received as a result of a distribution by an underlying issuer or in
exchange of securities included in the B2B Internet HOLDRS Trust will be
distributed from the B2B Internet HOLDRS Trust to you.
The date of this prospectus supplement is November 28, 2000.
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