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PROSPECTUS SUPPLEMENT No. 2 Registration No. 333-33362
(To Prospectus Supplement No. 1 dated June 30, 2000 and Rule No. 424(b)(3)
to Prospectus dated May 4, 2000)
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1,000,000,000 Depositary Receipts
Semiconductor HOLDRS Trust
This prospectus supplement amends and supplements information contained in
the prospectus dated May 4, 2000 relating to the sale of up to 1,000,000,000
depositary receipts by Semiconductor 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
Semiconductor HOLDRS Trust.
The depositary trust agreement has been amended to provide the following:
. if a company included in the Semiconductor HOLDRS Trust
distributes securities, the distributed securities will not be
distributed from the Semiconductor 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 Semiconductor HOLDRS
Trust at the time of the distribution, and
. if the securities of a company included in the Semiconductor
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 Semiconductor 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 Semiconductor 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
Semiconductor HOLDRS Trust are represented in the Technology sector. The
Standard & Poor's sector classifications of the securities included in the
Semiconductor 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.
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 Semiconductor 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 Semiconductor HOLDRS Trust will be
distributed from the Semiconductor HOLDRS Trust to you.
The date of this prospectus supplement is November 28, 2000.
