<PAGE>
As filed with the Securities and Exchange Commission on December 1, 2000
Registration No. 333-44286
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Initial Depositor
(Exact name of registrant as specified in charter)
--------------
Europe 2001 HOLDRS SM Trust
yet-to-be formed
[Issuer with respect to the receipts]
Delaware 6211 13-5674085
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code Number) Identification Number)
of incorporation or
organization) --------------
250 Vesey Street
New York, New York 10281
(212) 449-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
--------------
Copies to:
Andrea L. Dulberg, Esq. Andrew B. Janszky
Corporate Secretary Shearman & Sterling
Merrill Lynch, Pierce, Fenner & Smith 599 Lexington Avenue
Incorporated New York, New York 10022
250 Vesey Street (212) 848-4000
New York, New York 10281
(212) 449-1000
(Name, address, including zip code,
and telephone number,
including area code, of agent for
service)
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate Amount of
Securities to Be to Be Offering Price Offering Registration
Registered Registered Per Receipt(1) Price(1) Fee(2)(3)
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<S> <C> <C> <C> <C>
Europe 2001 HOLDRS..... 1,000,000,000 $100 $249,850,000 $61,464
receipts
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act. 1,500,000 receipts are
estimated to be offered in the initial offering at $100 per receipt and
998,500,000 receipts are estimated to be offered continuously after the
initial offering at $0.10 per receipt.
(2) This Registration Statement also registers, where required, an
indeterminate amount of securities to be sold by Merrill Lynch, Pierce,
Fenner & Smith Incorporated in market-making transactions.
(3) Merrill Lynch, Pierce, Fenner & Smith Incorporated previously paid on
August 22, 2000 $2,640 of this filing fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We +
+have filed a registration statement relating to these receipts with the +
+Securities and Exchange Commission. We cannot sell these receipts until the +
+registration statement becomes effective. This prospectus is not an offer to +
+sell these receipts and we are not soliciting offers to buy these receipts in +
+any state where such offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion
Preliminary Prospectus dated December 1, 2000
PROSPECTUS
------------
[LOGO OF HOLDRS]
1,000,000,000 Depositary Receipts
Europe 2001 HOLDRS SM Trust
The Europe 2001 HOLDRS SM Trust will issue Depositary Receipts called
Europe 2001 HOLDRS SM representing your undivided beneficial ownership in the
equity securities of a group of 50 specified companies that, as measured in
terms of worldwide market capitalization on November 14, 2000, are among the
largest European companies whose equity securities are listed for trading on
the New York Stock Exchange or the American Stock Exchange or quoted on the
Nasdaq National Market. The Bank of New York will be the trustee. You only may
acquire, hold or transfer Europe 2001 HOLDRS in a round-lot amount of 100
Europe 2001 HOLDRS or round-lot multiples. Europe 2001 HOLDRS are separate from
the underlying deposited equity securities that are represented by the Europe
2001 HOLDRS. For a list of the names and the number of shares of the companies
that make up a Europe 2001 HOLDR, see "Highlights of Europe 2001 HOLDRS--The
Europe 2001 HOLDRS" starting on page 9. The trust will issue the additional
Europe 2001 HOLDRS on a continuous basis.
Investing in Europe 2001 HOLDRS involves significant risks. See "Risk
Factors" starting on page 4.
The initial public offering price for a round-lot of 100 Europe 2001 HOLDRS
will equal the sum of the closing market price on the primary U.S. trading
market on the pricing date for each deposited share multiplied by the share
amount specified in this prospectus, plus an underwriting fee.
Europe 2001 HOLDRS are neither interests in nor obligations of either the
initial depositor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or The
Bank of New York, as trustee.
Before this issuance, there has been no public market for Europe 2001
HOLDRS. Application has been made to list the Europe 2001 HOLDRS on the
American Stock Exchange under the symbol "EKH".
-----------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
<TABLE>
<CAPTION>
Initial Price Underwriting
to Public* Fee
------------- ------------
<S> <C> <C>
Per Europe 2001 HOLDR........................ 2%
</TABLE>
-----
* Includes underwriting fee.
For purchases of Europe 2001 HOLDRS in excess of Europe 2001 HOLDRS,
the underwriting fee will be %.
-----------
Merrill Lynch & Co.
<TABLE>
<S> <C> <C>
Robert W. Baird & Co. A.G. Edwards & Sons, Inc. First Union Securities, Inc.
Legg Mason Wood Walker Morgan Keegan & Company, Inc.
Incorporated
</TABLE>
Raymond James & Associates, Inc.
Sutro & Co. Incorporated
Tucker Anthony Capital Markets
-----------
The date of this prospectus is , 2000.
"HOLDRS" and "HOLding Company Depositary ReceiptS" are service marks of Merrill
Lynch & Co., Inc.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Summary..................................................................... 3
Risk Factors................................................................ 4
Highlights of Europe 2001 HOLDRS............................................ 9
The Trust................................................................... 16
Description of Europe 2001 HOLDRS........................................... 16
Description of The Underlying Securities.................................... 18
Description of The Depositary Trust Agreement............................... 20
Federal Income Tax Consequences............................................. 23
Erisa Considerations........................................................ 26
Plan of Distribution........................................................ 26
Legal Matters............................................................... 27
Where You Can Find More Information......................................... 27
</TABLE>
---------------
This prospectus contains information you should consider when making your
investment decision. With respect to information about Europe 2001 HOLDRS, you
should rely only on the information contained in this prospectus. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell Europe 2001 HOLDRS in any
jurisdiction where the offer or sale is not permitted.
The Europe 2001 HOLDRS are not registered for public sale outside of the
United States. Non-U.S. receipt holders should refer to "Federal Income Tax
Consequences--Non-U.S. receipt holders" and we recommend that non-U.S. receipt
holders consult their tax advisors regarding U.S. withholding and other taxes
which may apply to ownership of the Europe 2001 HOLDRS or of the underlying
securities through an investment in the Europe 2001 HOLDRS.
2
<PAGE>
SUMMARY
The Europe 2001 HOLDRS Trust will be formed under the depositary trust
agreement, dated as of , 2000 among The Bank of New York, as trustee,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the
owners of the Europe 2001 HOLDRS. The trust is not a registered investment
company under the Investment Company Act of 1940.
The trust will hold equity securities issued by 50 specified companies
that, as measured in terms of worldwide market capitalization on November 14,
2000, are the largest European companies whose equity securities are listed for
trading on the New York Stock Exchange or the American Stock Exchange or quoted
on the Nasdaq National Market. The number of shares of each company's equity
securities held by the trust with respect to each round-lot of Europe 2001
HOLDRS is specified under "Highlights of Europe 2001 HOLDRS--The Europe 2001
HOLDRS." The securities included in the Europe 2001 HOLDRS consist of American
depositary shares, New York registered shares, global shares or ordinary shares
and are collectively referred to in this prospectus as equity securities, the
securities or underlying securities. The New York Stock Exchange, the American
Stock Exchange and the Nasdaq National Market are collectively referred to in
this prospectus as U.S. stock markets.
The trust will issue Europe 2001 HOLDRS that represent your undivided
beneficial ownership interest in the securities held by the trust on your
behalf. The Europe 2001 HOLDRS are separate from the underlying securities that
are represented by the Europe 2001 HOLDRS.
3
<PAGE>
RISK FACTORS
An investment in Europe 2001 HOLDRS involves risks similar to investing
in each of the underlying securities outside of the Europe 2001 HOLDRS.
General Risk Factors
. Loss of investment. Because the value of Europe 2001 HOLDRS
directly relates to the value of the underlying securities, you
may lose a substantial portion of your investment in the Europe
2001 HOLDRS if the underlying securities decline in value.
. Discount trading price. Europe 2001 HOLDRS may trade at a discount
to the aggregate value of the underlying securities.
. Not necessarily consisting of the European companies with the
largest market capitalization. The companies included in the
Europe 2001 HOLDRS were the 50 largest European companies whose
securities are traded on a U.S. stock market, as measured by
worldwide market capitalization on November 14, 2000. After
November 14, 2000, one or more of the companies may no longer be
one of the 50 European companies with the largest market
capitalization of companies whose securities are traded on a U.S.
stock market. In addition, as a result of a merger, acquisition or
stock distribution of one or more of the companies included in the
Europe 2001 HOLDRS, the securities of a company that is not
presently part of the Europe 2001 HOLDRS may be included in the
Europe 2001 HOLDRS. In this case, the Europe 2001 HOLDRS may no
longer consist solely of securities issued by European companies
with the largest market capitalization and, as a result of
mergers, acquisitions and stock distributions, the Europe 2001
HOLDRS may in the future include the securities of companies that
are not European.
. No investigation of underlying securities. The underlying
securities included in the Europe 2001 HOLDRS were selected by
Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the
market capitalization of European issuers with securities traded
on a U.S. stock market, without regard for the value, price
performance, volatility or investment merit of the underlying
securities. Consequently, the Europe 2001 HOLDRS Trust, the
trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
their affiliates, have not performed any investigation or review
of the selected companies, including the public filings by the
companies. Investors and market participants should not conclude
that the inclusion of a company is any form of investment
recommendation by the trust, the trustee, Merrill Lynch, Pierce,
Fenner & Smith Incorporated, or their affiliates.
. Concentration of investment. As a result of market fluctuations
and/or reconstitution events, an investment in Europe 2001 HOLDRS
may represent a more concentrated investment in one or more of the
underlying securities or one or more industries. A concentrated
investment will reduce the diversification of the Europe 2001
HOLDRS and increase your exposure to the risks of concentrated
investments.
. Conflicting investment choices. In order to sell one or more of
the underlying securities individually or to participate in a
tender offer relating to one or more of the underlying securities,
you will be required to cancel your Europe 2001 HOLDRS and receive
delivery of each of the underlying securities. The cancellation of
your Europe 2001 HOLDRS will allow you to sell individual
underlying securities or to deliver individual underlying
securities in a tender offer. The cancellation of Europe 2001
HOLDRS will involve payment of a cancellation fee to the trustee.
. Trading halts. Trading in Europe 2001 HOLDRS on the American Stock
Exchange may be halted if trading in one or more of the underlying
securities is halted. Trading in Europe 2001
4
<PAGE>
HOLDRS may be halted even if trading continues in some or all of
the underlying securities. If trading is halted in the Europe 2001
HOLDRS, you will not be able to trade Europe 2001 HOLDRS and you
will only be able to trade the underlying securities if you cancel
your Europe 2001 HOLDRS and receive each of the underlying
securities.
. Delisting from the American Stock Exchange. If the number of
companies whose securities are held in the trust falls below nine,
the American Stock Exchange may consider delisting the Europe 2001
HOLDRS. If the Europe 2001 HOLDRS are delisted by the American
Stock Exchange, a termination event will result unless the Europe
2001 HOLDRS are listed for trading on another U.S. national
securities exchange or through Nasdaq NMS within five business
days from the date the Europe 2001 HOLDRS are delisted.
. Possible conflicts of interest. Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as initial depositor, has selected the
underlying securities and may face possible conflicts of interest
in connection with its activities. For example, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and its affiliates,
collectively referred to as Merrill Lynch, may engage in
investment banking and other activities, may provide services to
issuers of the underlying securities in connection with its
business, or may make purchases or sales, including establishing
long or short positions, in the underlying securities for its own
account. In addition, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as initial depositor, will purchase, in the
secondary market, the underlying securities that will be deposited
into the trust. Merrill Lynch may make these purchases before the
deposit into the trust, or it may borrow securities for the
deposit and subsequently purchase the securities to repay to the
lenders the securities previously borrowed. In either event, the
purchases of the underlying securities will be made at various
prices. As the initial offering price for the Europe 2001 HOLDRS
will be based on the closing market price of each of the
underlying securities on the pricing date, Merrill Lynch may
recognize a gain on its purchases of the underlying securities.
Specifically, if the closing market price for the underlying
securities on the pricing date is higher than the price at which
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial
depositor, purchases the underlying securities then it will
recognize a gain in connection with such purchases. Merrill Lynch
may recognize this gain on any of the underlying securities that
comprise the Europe 2001 HOLDRS or on all of the underlying
securities in the aggregate. The potential profit of Merrill Lynch
also is affected by any hedging activities that it may engage in
while it purchases the underlying securities in the secondary
market for deposit into the trust. All of these activities may
result in conflicts of interest with respect to the financial
interest of Merrill Lynch, on the one hand, and, on the other
hand, the initial selection of the underlying securities included
in the Europe 2001 HOLDRS, Merrill Lynch's activity in the
secondary market in the underlying securities, and the creation
and cancellation of Europe 2001 HOLDRS by Merrill Lynch.
. Temporary price increases in the underlying securities. Purchasing
activity in the secondary trading market associated with acquiring
the underlying securities for deposit into the trust may
temporarily increase the market price of the deposited shares,
which will result in a higher initial offering price for the
Europe 2001 HOLDRS. Large volumes of purchasing activity, which
may occur in connection with the issuance of Europe 2001 HOLDRS,
particularly in connection with the initial issuance of Europe
2001 HOLDRS, could temporarily increase the market price of the
underlying securities, resulting in a higher price on that date.
This purchasing activity could create a temporary imbalance
between the supply and demand of the underlying securities,
thereby limiting the liquidity of the underlying securities due to
a temporary increased demand for underlying securities. Temporary
increases in the market price of the underlying securities may
also occur as a result of the purchasing activity of other market
participants. Other market participants may attempt to benefit
from increases in the market price of the underlying securities
that may occur as a
5
<PAGE>
result of the increased purchasing activity in the underlying
securities resulting from the issuance of the Europe 2001 HOLDRS.
Consequently, prices for the underlying securities may decline
immediately after the pricing date. If the trading prices for the
underlying securities decline, the trading price of Europe 2001
HOLDRS will also decline.
Risk Factors Specific to Companies Involved in the Europe 2001 HOLDRS
. The stock prices of some of the companies included in the Europe
2001 HOLDRS have been and will likely continue to be extremely
volatile, which will directly affect the price volatility of the
Europe 2001 HOLDRS, and you could lose all or part of your
investment. The trading prices of the securities of some companies
included in the Europe 2001 HOLDRS have been volatile. These stock
prices could be subject to wide fluctuations in response to a
variety of factors, including the following:
. general market fluctuations;
. interest rate and currency fluctuations;
. general political and economic conditions, in Europe and
throughout the world;
. actual or anticipated variations in companies' quarterly
operating results;
. announcements of technological innovations or new services
offered by competitors of the companies included in the Europe
2001 HOLDRS;
. changes in financial estimates by securities analysts;
. legal or regulatory developments affecting the companies
included in the Europe 2001 HOLDRS;
. announcements by competitors of the companies included in the
Europe 2001 HOLDRS of significant acquisitions, strategic
partnerships, joint ventures or capital commitments;
. departures of key personnel; and
. sales of securities of companies included in Europe 2001 HOLDRS
in the open market.
. The international operations of the companies included in the
Europe 2001 HOLDRS expose them to risks associated with
instability and changes in economic and political conditions,
foreign currency fluctuations, changes in foreign regulations and
other risks inherent to international business. The companies
included in the Europe 2001 HOLDRS have international operations
which are essential parts of their businesses. The risks of
international business that these companies are exposed to include
the following:
. general economic, social and political conditions;
. the difficulty of enforcing intellectual property rights,
agreements and collecting receivables through certain foreign
legal systems;
. differing tax rates, tariffs, exchange controls or other
similar restrictions;
. currency fluctuations;
. changes in, and compliance with, domestic and foreign laws and
regulations which impose a range of restrictions on operations,
trade practices, foreign trade and international investment
decisions; and
. reduction in the number or capacity of personnel in
international markets.
. It may be impossible to initiate legal proceedings or enforce
judgments against many of the companies included in the Europe
2001 HOLDRS. The companies included in the Europe
6
<PAGE>
2001 HOLDRS were incorporated under the laws of a jurisdiction
other than the United States and a substantial portion of their
assets are located outside the United States. As a result, it may
be impossible to effect service of process within the United
States on the companies included in the Europe 2001 HOLDRS or
enforce judgments made against them in courts in the United States
based on civil liability provisions of the securities laws of the
United States. In addition, judgments obtained in the United
States, especially those awarding punitive damages, may not be
enforceable in foreign countries.
. Potential voting impediments may exist with respect to the
ownership of some of the underlying securities included in the
Europe 2001 HOLDRS. Holders of American depositary shares,
including those included in the Europe 2001 HOLDRS, may only
exercise voting rights with respect to the securities represented
by American depositary shares in accordance with the provisions of
deposit agreements entered into in connection with the issuance of
the American depositary shares. These deposit agreements may not
permit holders of American depositary shares to exercise voting
rights that attach to the securities underlying the American
depositary shares without the issuer first instructing the
depositary to send voting information to the holder of the
American depositary share. Also, holders of American depository
shares may not exercise voting rights unless they take a variety
of steps, which include registration in the share registry of the
company that has issued the securities underlying the American
depositary shares. The cumulative effect of these steps may make
it impractical for holders of American depositary shares to
exercise the voting rights attached to the underlying securities.
. Some of the underlying securities included in the Europe 2001
HOLDRS are not U.S. shares or American depositary shares and, as a
result, may be subject to different procedures relating to the
repayment of taxes and the activities of the transfer agent. The
securities of some companies included in the Europe 2001 HOLDRS
are subject to withholding tax on dividends and distributions.
Some companies may not have special arrangements in place for
refunding these withheld taxes. In such case, the holders of these
securities will have to independently apply to a foreign tax
authority for repayment of withheld taxes. In addition, some of
the companies included in the Europe 2001 HOLDRS may also have a
non-U.S. transfer agent and may hold the securities outside of the
United States. Non-U.S. transfer agents are not subject to
procedures that govern the activities of transfer agents in the
United States.
. The primary trading market of most of the underlying securities of
Europe 2001 HOLDRS are not U.S. stock exchanges; accordingly, the
trading volume of some of the underlying securities may be very
low, which could adversely affect the market price of the Europe
2001 HOLDRS. In some cases, the trading volume of some of the
underlying securities on a U.S. stock exchange is or may become
limited. A low trading volume or liquidity of any of the
underlying securities on U.S. stock exchange may adversely affect
the market price of an underlying security and of the Europe 2001
HOLDRS.
. Exchange rate fluctuations could adversely affect the market price
of the underlying securities included in the Europe 2001 HOLDRS
and the value of the dividends paid by those companies. The result
of operations and the financial position of some of the companies
underlying Europe 2001 HOLDRS are reported in local currencies.
Exchange rate fluctuations between these currencies and the U.S.
dollar may adversely affect the market price of the U.S. exchange
listed security and the Europe 2001 HOLDRS. In addition, any
dividends that are declared, if any, will likely be set in terms
of a currency other than U.S. dollars. As a result, exchange rate
fluctuations may also negatively affect the value of dividends
declared by many of the companies included in the Europe 2001
HOLDRS.
. Many of the companies included in the Europe 2001 HOLDRS are
companies which are involved in the technology and
telecommunications industries and are subject to the risks
associated with an investment in companies in those
industries. The valuations of many technology and
telecommunications companies are extraordinarily high based on
7
<PAGE>
conventional valuation standards, such as price to earnings and
price to sales ratios. As a result, the valuations of companies in
these industries, and the trading prices for their stock, may not
be sustained. In addition, a company which operates in these
industries is exposed to other risks which include the following:
. the need to keep pace with rapid technological change in order
to remain competitive and to prevent the obsolescence of their
products and services;
. an inability to adequately protect proprietary rights;
. changes in the regulatory environment in which
telecommunications companies operate could affect their ability
to offer new or existing products and services; and
. the need to create and employ new technologies and to offer new
services derived from these new technologies to remain
competitive.
An investment in the Europe 2001 HOLDRS may also be particularly
vulnerable to these additional risks because of the significant
number of technology and telecommunications companies included in
the Europe 2001 HOLDRS.
. Many of the companies included in the Europe 2001 HOLDRS are
companies which are involved in the healthcare industry and are
subject to the additional risks associated with an investment in
companies in this industry. The stock prices of companies involved
in the healthcare industry are subject to wide fluctuations in
response to a variety of factors including:
. announcements of technological innovations or new commercial
products;
. developments in patent or proprietary rights; and
. government regulatory initiatives;
. government regulatory approval processes for product testing and
commercialization; and
. public concern as to the safety or other implications of
healthcare products and services.
An investment in the Europe 2001 HOLDRS may also be particularly
vulnerable to these additional risks because of the significant
number of healthcare companies included in the Europe 2001 HOLDRS.
8
<PAGE>
HIGHLIGHTS OF EUROPE 2001 HOLDRS
This discussion highlights information regarding Europe 2001 HOLDRS. We
present certain information more fully in the rest of this prospectus. You
should read the entire prospectus carefully before you purchase Europe 2001
HOLDRS.
Issuer....................... Europe 2001 HOLDRS Trust.
The trust.................... The Europe 2001 HOLDRS Trust will be formed
under the depositary trust agreement, dated as
of , 2000 among The Bank of New York, as
trustee, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, other depositors and the owners
of the Europe 2001 HOLDRS. The trust is not a
registered investment company under the
Investment Company Act of 1940.
Initial depositor............ Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
Trustee...................... The Bank of New York, a New York state-
chartered banking organization, will be the
trustee and receive compensation as set forth
in the depositary trust agreement.
Purpose of Europe 2001 Europe 2001 HOLDRS are designed to achieve the
HOLDRS.................. following:
Diversification. Europe 2001 HOLDRS are
designed to allow you to diversify your
investments by holding the equity securities of
50 companies, that are the largest European
companies with securities traded on a U.S.
stock market as measured in terms of worldwide
market capitalization on November 14, 2000,
through a single, exchange-listed instrument
representing your undivided beneficial
ownership of the underlying securities.
Flexibility. The beneficial owners of Europe
2001 HOLDRS have undivided beneficial ownership
interests in each of the underlying securities
represented by the Europe 2001 HOLDRS, and can
cancel their Europe 2001 HOLDRS to receive each
of the underlying securities represented by the
Europe 2001 HOLDRS.
Transaction costs. The expenses associated with
buying and selling Europe 2001 HOLDRS in the
secondary market are expected to be less than
separately buying and selling each of the
underlying securities in a traditional
brokerage account with transaction-based
charges.
Trust assets................. The trust will hold the equity securities of 50
companies that are the largest European
companies with securities traded on a U.S.
stock market as measured in terms of worldwide
market capitalization on November 14, 2000. The
trust's assets may increase or decrease as a
result of in-kind deposits and withdrawals of
the underlying securities during the life of
the trust.
The Europe 2001 HOLDRS....... The trust will issue Europe 2001 HOLDRS that
represent your undivided beneficial ownership
interest in the shares of U.S.-traded
securities held by the trust on your behalf.
The Europe 2001 HOLDRS themselves are separate
from the underlying securities that are
represented by the Europe 2001 HOLDRS.
9
<PAGE>
The specific share amounts for each round-lot
of 100 Europe 2001 HOLDRS will be determined on
the pricing date so that the initial issue
price will be approximately $90-$100 per Europe
2001 HOLDR and the initial weightings of each
underlying security included in the Europe 2001
HOLDRS will be approximately 2%. Since only
whole share amounts are included in each round-
lot of 100 Europe 2001 HOLDRS and because of
fluctuations in closing market prices of the
underlying securities, the initial weightings
of each of the underlying securities will not
be 2% and each could be significantly above or
below 2%. For purposes of this preliminary
prospectus, the indicative share amounts and
the indicative weightings of each underlying
security as of November 14, 2000 are set forth
in the table below. However, such share amounts
and weightings may change during the period
between November 14, 2000 and the pricing date
to adjust the initial weightings of the
underlying securities to provide initial
weightings of each of the underlying securities
that are each approximately 2%; however actual
weightings could each be significantly above or
below 2%, as discussed above.
After the pricing date, the share amounts will
not change, except for changes due to corporate
events, such as stock splits or reverse stock
splits on the underlying securities, or
reconstitution events. However, the weightings
are expected to change substantially over time
because of price fluctuations.
The following table provides the
. names of the 50 issuers of the underlying
securities represented by the Europe 2001
HOLDRS,
. stock ticker symbols,
. indicative share amounts represented by a
round-lot of 100 Europe 2001 HOLDRS as of
November 14, 2000,
. indicative weightings as of November 14,
2000, and
. principal U.S. market on which the
underlying securities are traded.
<TABLE>
<CAPTION>
Primary
Indicative U.S.
Share Indicative Trading
Name of Company Ticker Amounts Weightings Market
--------------- ------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
Alcatel* ALA 3 1.90% NYSE
Amdocs Limited DOX 3 2.12% NYSE
Arm Holdings PLC* ARMHY 6 1.91% Nasdaq NMS
ASM International NV ASMI 13 2.01% Nasdaq NMS
ASM Lithography Holding
N.V. ASML 8 2.10% Nasdaq NMS
AstraZeneca P.L.C. * AZN 4 2.07% NYSE
Autonomy Corporation
PLC* AUTN 4 2.06% Nasdaq NMS
Aventis S.A. * AVE 2 1.61% NYSE
AXA Financial, Inc. * AXA 3 2.23% NYSE
Bookham Technology PLC* BKHM 8 2.01% Nasdaq NMS
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Primary
Indicative U.S.
Share Indicative Trading
Name of Company Ticker Amounts Weightings Market
--------------- ------ ---------- ---------- ----------
<S> <C> <C> <C> <C>
BP Amoco P.L.C. * BP 4 2.21% NYSE
Business Objects S.A. * BOBJ 2 1.69% Nasdaq NMS
Cable & Wireless Public
Limited Company* CWP 5 2.02% NYSE
DaimlerChrysler AG DCX 4 2.00% NYSE
Deutsche Telekom AG* DT 5 1.95% NYSE
Diageo PLC* DEO 5 2.13% NYSE
Elan Corporation, p.l.c.
* ELN 4 2.09% NYSE
LM Ericsson Telephone
Company* ERICY 15 1.94% Nasdaq NMS
Glaxo Wellcome p.l.c. * GLX 3 1.91% NYSE
Infineon Technologies
AG* IFX 4 1.78% NYSE
ING Groep N.V. * ING 3 2.33% NYSE
Iona Technologies p.l.c.
* IONA 3 2.09% Nasdaq NMS
Jazztel p.l.c. * JAZZ 14 2.02% Nasdaq NMS
Koninklijke Philips
Electronics N.V. PHG 5 2.02% NYSE
KPNQuest N.V. KQIP 8 1.98% Nasdaq NMS
Millicom International
Cellular S.A. MICC 6 1.91% Nasdaq NMS
Nokia Corp. * NOK 5 2.20% NYSE
Novartis AG* NVS 5 2.14% NYSE
Qiagen N.V. QGENF 5 1.89% Nasdaq NMS
Repsol YPF, S.A. * REP 11 1.96% NYSE
Royal Dutch Petroleum
Company RD 3 1.95% NYSE
Ryanair Holdings p.l.c.
* RYAAY 4 1.93% Nasdaq NMS
SAP AG* SAP 4 2.00% NYSE
Scottish Power p.l.c. * SPI 6 2.03% NYSE
Serono S.A. * SRA 8 1.94% NYSE
Shire Pharmaceuticals
Group p.l.c. * SHPGY 3 2.06% Nasdaq NMS
Smartforce public
limited company* SMTF 4 2.07% Nasdaq NMS
Smithkline Beecham
p.l.c. * SBH 3 2.17% NYSE
Sonera Group p.l.c. * SNRA 10 2.08% Nasdaq NMS
STMicroelectronics NV STM 4 1.96% NYSE
Telefonica S.A. * TEF 3 1.82% NYSE
Terra Lycos, Inc. * TRLY 9 1.95% Nasdaq NMS
Total Fina Elf S.A. * TOT 3 2.31% NYSE
UBS AG UBS 1 1.51% NYSE
Unilever N.V. UN 3 1.83% NYSE
United Pan-Europe
Communications N.V. * UPCOY 12 1.96% Nasdaq NMS
Vivendi* V 13 2.03% NYSE
Vodafone Airtouch PLC* VOD 5 2.07% NYSE
WPP Group plc* WPPGY 3 1.89% Nasdaq NMS
</TABLE>
--------
* The securities of this non-U.S. company trade
in the United States as American depositary
shares. Please see "Risk Factors" and
"Federal Income Tax Consequences-special
considerations with respect to underlying
securities of foreign issuers" for additional
information relating to an investment in a
non-U.S. company.
11
<PAGE>
The actual share amounts and weightings will be
determined on the pricing date and will appear
in the final prospectus delivered in connection
with sales of the Europe 2001 HOLDRS. These
companies are the 50 largest European companies
measured in terms of worldwide market
capitalization on November 14, 2000, with
securities traded on a U.S. stock market. The
market capitalization of a company is
determined by multiplying the market price of
its securities by the number of its outstanding
securities.
The trust only will issue and cancel, and you
only may obtain, hold, trade or surrender
Europe 2001 HOLDRS in a round-lot of 100 Europe
2001 HOLDRS and round-lot multiples. The trust
will only issue Europe 2001 HOLDRS upon the
deposit of the whole shares represented by a
round-lot of 100 Europe 2001 HOLDRS. In the
event that a fractional share comes to be
represented by a round-lot of EUROPE 2001
HOLDRS, the trust may require a minimum of more
than one round-lot of 100 Europe 2001 HOLDRS
for an issuance so that the trust will always
receive whole share amounts for issuance of
Europe 2001 HOLDRS.
The number of outstanding Europe 2001 HOLDRS
will increase and decrease as a result of in-
kind deposits and withdrawals of the underlying
securities. The trust will stand ready to issue
additional Europe 2001 HOLDRS on a continuous
basis when an investor deposits the required
securities with the trustee.
Public offering price........
The initial public offering price for 100
Europe 2001 HOLDRS will equal the sum of the
closing market price on the primary U.S.
trading market on the pricing date for each
underlying security multiplied by the share
amount to be determined on the pricing date,
plus an underwriting fee. It is expected that
the initial public offering price will be
approximately $90-$100 per Europe 2001 HOLDR.
Purchases....................
After the initial offering, you may acquire
Europe 2001 HOLDRS in two ways:
. through an in-kind deposit of the required
number of securities of the underlying
issuers with the trustee, or
. through a cash purchase in the secondary
trading market.
Underwriting fees............
If you purchase Europe 2001 HOLDRS in the
initial public offering, you will pay an
underwriting fee equal to:
. For purchases of Europe 2001 HOLDRS or
fewer, 2%.
. For purchases in excess of Europe 2001
HOLDRS, %.
You will not be charged any issuance fee or
other sales commission in connection with
purchases of Europe 2001 HOLDRS made in the
initial public offering.
12
<PAGE>
Issuance and cancellation
fees......................... After the initial offering, if you wish to
create Europe 2001 HOLDRS by delivering to the
trust the requisite securities represented by a
round-lot of 100 Europe 2001 HOLDRS, The Bank
of New York as trustee will charge you an
issuance fee of up to $10.00 for each round-lot
of 100 Europe 2001 HOLDRS. If you wish to
cancel your Europe 2001 HOLDRS and withdraw
your underlying securities, The Bank of New
York as trustee will charge you a cancellation
fee of up to $10.00 for each round-lot of 100
Europe 2001 HOLDRS.
Commissions..................
If you choose to deposit underlying securities
in order to receive Europe 2001 HOLDRS after
the conclusion of the initial public offering,
you will not be charged the underwriting fee.
However, in addition to the issuance fee
charged by the trustee described above, you
will be responsible for paying any sales
commission associated with your purchase of the
underlying securities that is charged by your
broker.
Custody fees.................
The Bank of New York, as trustee and as
custodian, will charge you a quarterly custody
fee of $2.00 for each round-lot of 100 Europe
2001 HOLDRS, to be deducted from any cash
dividend or other cash distributions on
underlying securities received by the trust.
With respect to the aggregate custody fee
payable in any calendar year for each Europe
2001 HOLDR, the trustee will waive that portion
of the fee which exceeds the total cash
dividends and other cash distributions
received, or to be received, and payable with
respect to such calendar year.
Rights relating to Europe
2001 HOLDRS.............
You have the right to withdraw the underlying
securities upon request by delivering a round-
lot or integral multiple of a round-lot of
Europe 2001 HOLDRS to the trustee, during the
trustee's business hours, and paying the
cancellation fees, taxes, and other charges.
You should receive the underlying securities no
later than the business day after the trustee
receives a proper notice of cancellation. The
trustee will not deliver fractional shares of
underlying securities. To the extent that any
cancellation of Europe 2001 HOLDRS would
otherwise require the delivery of a fractional
share, the trustee will sell such share in the
market and the trust, in turn, will deliver
cash in lieu of such share. Except with respect
to the right to vote for dissolution of the
trust, the Europe 2001 HOLDRS themselves will
not have voting rights.
Rights relating to the
underlying securities........
You have the right to:
. Receive all shareholder disclosure
materials, including annual and quarterly
reports, distributed by the issuers of the
underlying securities.
. Receive all proxy materials distributed by
the issuers of the underlying securities and
to instruct the trustee to vote the
underlying securities or attend shareholder
meetings yourself.
13
<PAGE>
. Receive dividends and other distributions on
the underlying securities, if any are
declared and paid to the trustee by an
issuer of the underlying securities, net of
any applicable taxes or fees. However, any
distribution of securities by an issuer of
underlying securities will be deposited into
the trust and will become part of the Europe
2001 HOLDRS if the securities are listed for
trading on a U.S. national securities
exchange or through Nasdaq NMS.
If you wish to participate in a tender offer
for underlying securities, you must obtain the
underlying securities by surrendering your
Europe 2001 HOLDRS and receiving all of your
underlying securities. For specific information
about obtaining your underlying securities, you
should read the discussion under the caption
"Description of the depositary trust
agreement."
Reconstitution events........
The depositary trust agreement provides for the
automatic distribution of underlying securities
from the Europe 2001 HOLDRS to you in the
following four circumstances:
A. If an issuer of underlying securities no
longer has a class of securities registered
under section 12 of the Securities Exchange
Act of 1934, then its securities will no
longer be an underlying security and the
trustee will distribute the shares of that
company to the owners of the Europe 2001
HOLDRS.
B. If the SEC finds that an issuer of
underlying securities should be registered
as an investment company under the
Investment Company Act of 1940, and the
trustee has actual knowledge of the SEC
finding, then the trustee will distribute
the shares of that company to the owners of
the Europe 2001 HOLDRS.
C. If the underlying securities of an issuer
cease to be outstanding as a result of a
merger, consolidation or other corporate
combination, the trustee will distribute the
consideration paid by and received from the
acquiring company to the beneficial owners
of Europe 2001 HOLDRS, unless the
consideration received is securities that
are listed for trading on a U.S. national
securities exchange or through Nasdaq NMS.
In this case, the securities received will
be treated as additional underlying
securities and will be deposited into the
trust.
D. If an issuer's underlying securities are
delisted from trading on a U.S. national
securities exchange or through Nasdaq NMS
and are not listed for trading on another
U.S. national securities exchange or through
Nasdaq NMS within five business days from
the date the securities are delisted.
If a reconstitution event occurs, the trustee
will deliver the underlying security to you as
promptly as practicable after the date that the
trustee has knowledge of the occurrence of a
reconstitution event. However, any distribution
of securities that are listed for
14
<PAGE>
trading on a U.S. national securities exchange
or through Nasdaq NMS will be deposited into
the trust and will become part of the Europe
2001 HOLDRS.
Termination events...........
A. The Europe 2001 HOLDRS are delisted from the
American Stock Exchange and are not listed
for trading on another U.S. national
securities exchange or through Nasdaq NMS
within five business days from the date the
Europe 2001 HOLDRS are delisted.
B. The trustee resigns and no successor trustee
is appointed within 60 days from the date
the trustee provides notice to Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
as initial depositor, of its intent to
resign.
C. 75% of beneficial owners of outstanding
Europe 2001 HOLDRS vote to dissolve and
liquidate the trust.
If a termination event occurs, the trustee will
distribute the underlying securities to you as
promptly as practicable after the termination
event.
Federal income tax
consequences................. The federal income tax laws will treat a U.S.
holder of Europe 2001 HOLDRS as directly owning
the underlying securities. The Europe 2001
HOLDRS themselves will not result in any
federal tax consequences separate from the tax
consequences associated with ownership of the
underlying securities.
Listing......................
Application has been made to list the Europe
2001 HOLDRS on the American Stock Exchange
under the symbol "EKH." Trading will take place
only in round-lots of 100 Europe 2001 HOLDRS
and round-lot multiples. A minimum of 150,000
Europe 2001 HOLDRS will be required to be
outstanding when trading begins.
Trading......................
Investors only will be able to acquire, hold,
transfer and surrender a round-lot of 100
Europe 2001 HOLDRS. Bid and ask prices,
however, will be quoted per single Europe 2001
HOLDR.
Clearance and settlement.....
The trust will issue Europe 2001 HOLDRS in
book-entry form. Europe 2001 HOLDRS will be
evidenced by one or more global certificates
that the trustee will deposit with The
Depository Trust Company, referred to as DTC.
Transfers within DTC will be in accordance with
DTC's usual rules and operating procedures. For
further information see "Description of Europe
2001 HOLDRS."
15
<PAGE>
THE TRUST
General. This discussion highlights information about the Europe 2001
HOLDRS Trust. You should read this information and information about the
depositary trust agreement, as well as the depositary trust agreement before
you purchase Europe 2001 HOLDRS. The material terms of the depositary trust
agreement are described in this prospectus under the heading "Description of
the depositary trust agreement."
The Europe 2001 HOLDRS Trust. The trust will be formed pursuant to the
depositary trust agreement, dated as of , 2000. The Bank of New York
will be the trustee. The Europe 2001 HOLDRS Trust is not a registered
investment company under the Investment Company Act of 1940.
The Europe 2001 HOLDRS Trust is intended to hold deposited shares for the
benefit of owners of Europe 2001 HOLDRS. The trustee will perform only
administrative and ministerial acts. The property of the trust will consist of
the underlying securities and all monies or other property, if any, received by
the trustee. The trust will terminate on December 31, 2040, or earlier if a
termination event occurs.
DESCRIPTION OF EUROPE 2001 HOLDRS
The trust will issue Europe 2001 HOLDRS under the depositary trust
agreement described in this prospectus under the heading "Description of the
depositary trust agreement." After the initial offering, the trust may issue
additional Europe 2001 HOLDRS on a continuous basis when an investor deposits
the requisite underlying securities with the trustee.
You may only acquire, hold, trade and surrender Europe 2001 HOLDRS in a
round-lot of 100 Europe 2001 HOLDRS and round-lot multiples. The trust will
only issue Europe 2001 HOLDRS upon the deposit of the whole shares of
underlying securities that are represented by a round-lot of 100 Europe 2001
HOLDRS. In the event of a stock split, reverse stock split, or other
distribution by the issuer of an underlying security that results in a
fractional share becoming represented by a round-lot of Europe 2001 HOLDRS, the
trust may require a minimum of more than one round-lot of 100 Europe 2001
HOLDRS for an issuance so that the trust will always receive whole share
amounts for issuance of Europe 2001 HOLDRS.
Europe 2001 HOLDRS will represent your individual and undivided
beneficial ownership interest in the specified underlying securities. The 50
companies selected as part of this receipt program are listed above in the
section entitled "Highlights of Europe 2001 HOLDRS--The Europe 2001 HOLDRS."
Beneficial owners of Europe 2001 HOLDRS will have the same rights and
privileges as they would have if they beneficially owned the underlying
securities outside of the trust. These include the right of investors to
instruct the trustee to vote the securities, and to receive dividends and other
distributions on the underlying securities, if any are declared and paid to the
trustee by an issuer of an underlying security, as well as the right to cancel
Europe 2001 HOLDRS to receive the underlying securities. See "Description of
the depositary trust agreement." Europe 2001 HOLDRS are not intended to change
your beneficial ownership in the underlying securities under federal securities
laws, including sections 13(d) and 16(a) of the Securities Exchange Act of
1934.
The trust will not publish or otherwise calculate the aggregate value of
the underlying securities represented by a receipt. Europe 2001 HOLDRS may
trade in the secondary market at prices that are lower than the aggregate value
of the corresponding underlying securities. If, in such case, an owner of
Europe 2001 HOLDRS wishes to realize the dollar value of the underlying
securities, that owner will have to cancel the Europe 2001 HOLDRS. Such
cancellation will require payment of fees and expenses as described in
"Description of the depositary trust agreement--Withdrawal of underlying
securities."
16
<PAGE>
Europe 2001 HOLDRS will be evidenced by one or more global certificates
that the trustee will deposit with DTC and register in the name of Cede & Co.,
as nominee for DTC. Europe 2001 HOLDRS will be available only in book-entry
form. Owners of Europe 2001 HOLDRS may hold their Europe 2001 HOLDRS through
DTC, if they are participants in DTC, or indirectly through entities that are
participants in DTC.
17
<PAGE>
DESCRIPTION OF THE UNDERLYING SECURITIES
Selection criteria. The underlying securities of the Europe 2001 HOLDRS
are the equity securities of a group of 50 specified companies which are the
largest European companies whose securities are traded on a U.S. stock market,
as measured in terms of worldwide market capitalization on November 14, 2000.
The market capitalization of a company is determined by multiplying the market
price of its securities by the number of its outstanding securities.
After November 14, 2000, one or more of the issuers of the underlying
securities may no longer be one of the 50 European companies with the largest
market capitalization of companies whose securities are traded on a US stock
market. In this case, the Europe 2001 HOLDRS may consist of securities issued
by European companies that do not have the largest market capitalization. In
addition, as a result of a reconstitution event or a distribution of
securities, the securities of a non-European company may be included in the
Europe 2001 HOLDRS. Merrill Lynch, Pierce, Fenner & Smith Incorporated will
determine, in its sole discretion, whether the issuer of a particular
underlying security continues to have a leading market capitalization and will
undertake to make adequate disclosure when necessary.
Underlying securities. For a list of the underlying securities
represented by Europe 2001 HOLDRS, please refer to "Highlights of Europe 2001
HOLDRS--The Europe 2001 HOLDRS." If the underlying securities change because of
a reconstitution event or as a result of a distribution of securities, a
revised list of underlying securities will be set forth in a prospectus
supplement and will be available from the American Stock Exchange and through a
widely used electronic information dissemination system such as Bloomberg or
Reuters.
No investigation. In selecting the underlying securities, the trust, the
trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and any affiliate
of these entities, have not performed any investigation or review of the
selected companies, including the public filings by the companies, other than
to the extent required to determine whether the companies satisfied the
program's stated selection criteria. Accordingly, before you acquire Europe
2001 HOLDRS, you should consider publicly available financial and other
information about the issuers of the underlying securities. See "Risk Factors"
and "Where you can find more information." Investors and market participants
should not conclude that the inclusion of a company in the list is any form of
investment recommendation of that company by the trust, the trustee, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the selling group or any of their
affiliates.
General background and historical information. For a brief description of
the business of each of the issuers of the underlying securities and monthly
pricing information showing the historical performance of each underlying
issuer's securities see "Annex A."
18
<PAGE>
The following table and graph set forth the composite performance of all
of the underlying securities represented by a single Europe 2001 HOLDR based
upon the indicative share amounts set forth in the table on page 10 of this
preliminary prospectus, measured at the close of each business day from July
27, 2000, the first date when all of the underlying securities were publicly
traded, to November 30, 2000. The performance table and graph data are adjusted
for any splits that may have occurred over the measurement period. Past
movements of the underlying securities are not necessarily indicative of future
values. The actual share amounts will be determined on the pricing date and may
differ from the indicative share amounts.
<TABLE>
<CAPTION>
2000 Value
---- ------
<S> <C>
July 27........... 117.25
July 28........... 113.83
July 31........... 115.02
August 01......... 114.25
August 02......... 113.16
August 03......... 111.11
August 04......... 111.88
August 07......... 113.84
August 08......... 112.45
August 09......... 112.35
August 10......... 112.92
August 11......... 113.24
August 14......... 114.52
August 15......... 114.99
August 16......... 114.95
August 17......... 115.78
August 18......... 115.00
August 21......... 114.45
August 22......... 113.35
August 23......... 112.57
August 24......... 113.55
August 25......... 114.02
August 28......... 114.56
August 29......... 113.92
August 30......... 114.48
August 31......... 117.52
September 01...... 120.78
September 05...... 118.37
September 06...... 114.02
September 07...... 115.07
</TABLE>
<TABLE>
<CAPTION>
2000 Value
---- ------
<S> <C>
September 08...... 111.93
September 11...... 110.55
September 12...... 110.35
September 13...... 109.86
September 14...... 110.91
September 15...... 109.09
September 18...... 106.75
September 19...... 108.37
September 20...... 104.79
September 21...... 103.53
September 22...... 105.21
September 25...... 104.18
September 26...... 103.61
September 27...... 104.55
September 28...... 105.93
September 29...... 103.54
October 02........ 103.88
October 03........ 103.15
October 04........ 103.52
October 05........ 102.96
October 06........ 99.63
October 09........ 98.36
October 10........ 96.76
October 11........ 93.70
October 12........ 90.60
October 13........ 94.61
October 16........ 93.52
October 17........ 90.69
October 18........ 88.87
October 19........ 93.23
</TABLE>
<TABLE>
<CAPTION>
2000 Value
---- -----
<S> <C>
October 20......... 93.57
October 23......... 93.51
October 24......... 95.97
October 25......... 91.78
October 26......... 93.71
October 27......... 95.45
October 30......... 94.91
October 31......... 97.73
November 01........ 97.32
November 02........ 98.32
November 03........ 99.12
November 06........ 98.91
November 07........ 97.84
November 08........ 95.72
November 09........ 94.20
November 10........ 90.48
November 13........ 89.25
November 14........ 92.73
November 15........ 92.76
November 16........ 90.07
November 17........ 89.64
November 20........ 86.44
November 21........ 86.27
November 22........ 82.78
November 24........ 87.32
November 27........ 88.33
November 28........ 85.16
November 29........ 85.08
November 30........ 83.21
</TABLE>
[LINE GRAPH]
19
<PAGE>
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT
General. The depositary trust agreement, dated as of , 2000, among
Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York, as
trustee, other depositors and the owners of the Europe 2001 HOLDRS, provides
that Europe 2001 HOLDRS will represent an owner's undivided beneficial
ownership interest in the securities of the underlying companies.
The trustee. The Bank of New York will serve as trustee. The Bank of New
York, which was founded in 1784, was New York's first bank and is the oldest
bank in the country still operating under its original name. The Bank is a
state-chartered New York banking corporation and a member of the Federal
Reserve System. The Bank conducts a national and international wholesale
banking business and a retail banking business in the New York City, New Jersey
and Connecticut areas, and provides a comprehensive range of corporate and
personal trust, securities processing and investment services. In addition, The
Bank of New York acts as depositary for some foreign issuers whose American
depositary shares are included in the Europe 2001 HOLDRS.
Issuance, transfer and surrender of Europe 2001 HOLDRS. You may create
and cancel Europe 2001 HOLDRS only in round-lots of 100 Europe 2001 HOLDRS. You
may create Europe 2001 HOLDRS by delivering to the trustee the requisite
underlying securities. The trust will only issue Europe 2001 HOLDRS upon the
deposit of the whole shares represented by a round-lot of 100 Europe 2001
HOLDRS. In the event that a fractional share comes to be represented by a
round-lot of Europe 2001 HOLDRS, the trust may require a minimum of more than
one round-lot of 100 Europe 2001 HOLDRS for an issuance so that the trust will
always receive whole share amounts for issuance of Europe 2001 HOLDRS.
Similarly, you must surrender Europe 2001 HOLDRS in integral multiples of 100
Europe 2001 HOLDRS to withdraw deposited shares from the trust. The trustee
will not deliver fractional shares of underlying securities, and to the extent
that any cancellation of Europe 2001 HOLDRS would otherwise require the
delivery of fractional shares, the trust will deliver cash in lieu of such
shares. You may request withdrawal of your deposited shares during the
trustee's normal business hours. The trustee expects that in most cases it will
deliver your deposited shares within one business day of your withdrawal
request.
Voting rights. The trustee will deliver you proxy soliciting materials
provided by issuers of the deposited shares so as to permit you to give the
trustee instructions as to how to vote on matters to be considered at any
annual or special meetings held by issuers of the underlying securities.
Under the depositary trust agreement, any beneficial owner of Europe 2001
HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated owning
Europe 2001 HOLDRS for its own proprietary account as principal, will have the
right to vote to dissolve and liquidate the trust.
Distributions. You will be entitled to receive, net of trustee fees,
distributions of cash, including dividends, securities or property, if any,
made with respect to the underlying securities. The trustee will use its
reasonable efforts to ensure that it distributes these distributions as
promptly as practicable after the date on which it receives the distribution.
Therefore, you may receive your distributions substantially later than you
would have had you held the underlying securities directly. Any distributions
of securities by an issuer of underlying securities will be deposited into the
trust and will become part of the Europe 2001 HOLDRS if such securities are
listed for trading on a U.S. national securities exchange or through Nasdaq
NMS. You will be obligated to pay any tax or other charge that may become due
with respect to Europe 2001 HOLDRS. The trustee may deduct the amount of any
tax or other governmental charge from a distribution before making payment to
you. In addition, the trustee will deduct its quarterly custody fee of $2.00
for each round-lot of 100 Europe 2001 HOLDRS from quarterly dividends, if any,
paid to the trustee by the issuers of the underlying securities. With respect
to the aggregate custody fee payable in any calendar year for each Europe 2001
HOLDR, the trustee will waive that portion of the fee which exceeds the total
cash dividends and other cash distributions received, or to be received, and
payable with respect to such calendar year.
20
<PAGE>
Record dates. With respect to dividend payments and voting instructions,
the trustee expects to fix the trust's record dates as close as possible to the
record date fixed by the issuer of the underlying securities.
Shareholder communications. The trustee promptly will forward to you all
shareholder communications that it receives from issuers of the underlying
securities.
Withdrawal of underlying securities. You may surrender your Europe 2001
HOLDRS and receive underlying securities during the trustee's normal business
hours and upon the payment of applicable fees, taxes or governmental charges,
if any. You should receive your underlying securities no later than the
business day after the trustee receives your request. If you surrender Europe
2001 HOLDRS in order to receive underlying securities, you will pay to the
trustee a cancellation fee of up to $10.00 per round-lot of 100 Europe 2001
HOLDRS.
Further issuances of Europe 2001 HOLDRS. The depositary trust agreement
provides for further issuances of Europe 2001 HOLDRS on a continuous basis
without your consent.
Reconstitution events. The depositary trust agreement provides for the
automatic distribution of underlying securities to you in the following four
circumstances:
A. If an issuer of underlying securities no longer has a class of
securities registered under section 12 of the Securities Exchange Act
of 1934, then its securities will no longer be an underlying security
and the trustee will distribute the shares of that company to the
owners of the Europe 2001 HOLDRS.
B. If the SEC finds that an issuer of underlying securities should be
registered as an investment company under the Investment Company Act
of 1940, and the trustee has actual knowledge of the SEC finding,
then the trustee will distribute the shares of that company to the
owners of the Europe 2001 HOLDRS.
C. If the underlying securities of an issuer cease to be outstanding as
a result of a merger, consolidation or other corporate combination,
the trustee will distribute the consideration paid by and received
from the acquiring company to the beneficial owners of Europe 2001
HOLDRS, unless the consideration received is securities that are
listed for trading on a U.S. national securities exchange or through
Nasdaq NMS. In this case, the securities received will be treated as
additional underlying securities and will be deposited into the
trust.
D. If an issuer's underlying securities are delisted from trading on a
U.S. national securities exchange or through Nasdaq NMS and are not
listed for trading on another U.S. national securities exchange or
through Nasdaq NMS within 5 business days from the date the
securities are delisted.
If a reconstitution event occurs, the trustee will deliver the underlying
security to you as promptly as practicable after the date that the trustee has
knowledge of the occurrence of a reconstitution event. However, any
distributions of securities that are listed for trading on a U.S. securities
exchange or through Nasdaq will be deposited into the trust and will become
part of the Europe 2001 HOLDRS.
Termination of the trust. The trust will terminate if the trustee resigns
and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as initial depositor, within 60 days from the date the trustee
provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
initial depositor, of its intent to resign. Upon termination, the beneficial
owners of Europe 2001 HOLDRS will surrender their Europe 2001 HOLDRS as
provided in the depositary trust agreement, including payment of any fees of
the trustee or applicable taxes or governmental charges due in connection with
delivery to the owners of the underlying securities. The trust also will
terminate if Europe 2001 HOLDRS are delisted from the American Stock Exchange
and are not listed for trading on another U.S. national securities exchange or
through Nasdaq NMS within 5 business days from the date the Europe 2001 HOLDRS
are delisted. Finally, the trust will
21
<PAGE>
terminate if 75% of the owners of outstanding Europe 2001 HOLDRS other than
Merrill Lynch, Pierce, Fenner & Smith Incorporated vote to dissolve and
liquidate the trust.
If a termination event occurs, the trustee will distribute the underlying
securities to you as promptly as practicable after the termination event
occurs.
Amendment of the depositary trust agreement. The trustee and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, may amend any
provisions of the depositary trust agreement without the consent of any other
depositor or any of the owners of the Europe 2001 HOLDRS. Promptly after the
execution of any amendment to the agreement, the trustee must furnish or cause
to be furnished written notification of the substance of the amendment to each
owner of Europe 2001 HOLDRS. Any amendment that imposes or increases any fees
or charges, subject to exceptions, or that otherwise prejudices any substantial
existing right of the owners of Europe 2001 HOLDRS will not become effective
until 30 days after notice of the amendment is given to the owners of Europe
2001 HOLDRS.
Issuance and cancellation fees. After the initial public offering, the
trust expects to issue more Europe 2001 HOLDRS. If you wish to create Europe
2001 HOLDRS by delivering to the trust the requisite underlying securities, the
trustee will charge you an issuance fee of up to $10.00 for each round-lot of
100 Europe 2001 HOLDRS. If you wish to cancel your Europe 2001 HOLDRS and
withdraw your underlying securities, the trustee will charge you a cancellation
fee of up to $10.00 for each round-lot of 100 Europe 2001 HOLDRS issued. The
trustee may negotiate either of these fees depending on the volume, frequency
and size of the issuance or cancellation transactions.
Commissions. If you choose to create or cancel Europe 2001 HOLDRS after
the conclusion of the initial public offering, you will not be charged the
underwriting fee. However, in addition to the issuance and cancellation fees
described above, you will be responsible for paying any sales commissions
associated with your purchase of the underlying securities that are charged by
your broker, whether it be any of the members of the selling group or another
broker, in addition to the issuance or cancellation fee, as the case may be,
described above.
Custody fees. The Bank of New York, as trustee and as custodian, will
charge you a quarterly custody fee of $2.00 for each round-lot of 100 Europe
2001 HOLDRS to be deducted from any dividend payments or other cash
distributions on underlying securities received by the trustee. With respect to
the aggregate custody fee payable in any calendar year for each Europe 2001
HOLDR, the Trustee will waive that portion of the fee which exceeds the total
cash dividends and other cash distributions received, or to be received, and
payable with respect to such calendar year. The trustee cannot recapture unpaid
custody fees from prior years.
Address of the trustee. The Bank of New York, ADR Department, 101 Barclay
Street, New York, New York 10286.
Governing law. The depositary trust agreement and Europe 2001 HOLDRS will
be governed by the laws of the State of New York. The trustee will provide the
depositary trust agreement to any owner of the underlying securities free of
charge upon written request.
Duties and immunities of the trustee. The trustee will assume no
responsibility or liability for, and makes no representations as to, the
validity or sufficiency, or as to the accuracy of the recitals, if any, set
forth in the Europe 2001 HOLDRS.
The trustee undertakes to perform only those duties as are specifically
set forth in the depositary trust agreement. Subject to the preceding sentence,
the trustee will be liable for its own negligence or misconduct except for good
faith errors in judgment so long as the trustee was not negligent in
ascertaining the relevant facts.
22
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
General
The following is a summary of the U.S. federal income tax consequences
relating to the Europe 2001 HOLDRS for:
. a citizen or resident of the United States;
. a corporation or partnership created or organized in the United
States or under the laws of the United States;
. an estate, the income of which is includible in gross income for U.S.
federal income tax purposes regardless of its source;
. a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more U.S. persons have the authority to control all substantial
decisions of the trust (each of the above, a "U.S. receipt holder");
and
. any person other than a U.S. receipt holder (a "non-U.S. receipt
holder").
This summary is based upon laws, regulations, rulings and decisions
currently in effect, all of which are subject to change, possibly on a
retroactive basis. The discussion does not deal with all U.S. federal income
tax consequences applicable to all categories of investors, some of which may
be subject to special rules. In addition, this summary generally is limited to
investors who will hold the Europe 2001 HOLDRS as "capital assets" (generally,
property held for investment) within the meaning of section 1221 of the
Internal Revenue Code of 1986, as amended. We recommend that you consult with
your own tax advisor.
Taxation of the trust
The trust will provide for flow through tax consequences as it will be
treated as a grantor trust or custodial arrangement for U.S. federal income tax
purposes.
Taxation of Europe 2001 HOLDRS
A receipt holder purchasing and owning Europe 2001 HOLDRS will be
treated, for U.S. federal income tax purposes, as directly owning a
proportionate share of the underlying securities represented by Europe 2001
HOLDRS. Consequently, if there is a taxable cash distribution on an underlying
security, a holder will recognize income with respect to the distribution at
the time the distribution is received by the trustee, not at the time that the
holder receives the cash distribution from the trustee.
A receipt holder will determine its initial tax basis in each of the
underlying securities by allocating the purchase price for the Europe 2001
HOLDRS among the underlying securities based on their relative fair market
values at the time of purchase. Similarly, when a holder sells a receipt, it
will determine the amount realized with respect to each security by allocating
the sales price among the underlying securities based on their relative fair
market values at the time of sale. A holder's gain or loss with respect to each
security will be computed by subtracting its adjusted basis in the security
from the amount realized on the security. With respect to purchases of Europe
2001 HOLDRS for cash in the secondary market, a receipt holder's aggregate tax
basis in each of the underlying securities will be equal to the purchase price
of the Europe 2001 HOLDRS. Similarly, with respect to sales of Europe 2001
HOLDRS for cash in the secondary market, the amount realized with respect to a
sale of Europe 2001 HOLDRS will be equal to the aggregate amount realized with
respect to each of the underlying securities.
The distribution of any securities by the trust upon the surrender of
Europe 2001 HOLDRS, the occurrence of a reconstitution event, or a termination
event will not be a taxable event, except to the extent that
23
<PAGE>
cash is distributed in lieu of fractional shares. The receipt holder's holding
period with respect to the distributed securities will include the period that
the holder held the securities through the trust.
Brokerage fees and custodian fees
The brokerage fee incurred in purchasing a receipt will be treated as
part of the cost of the underlying securities. Accordingly, a holder includes
this fee in its tax basis in the underlying securities. A holder will allocate
the brokerage fee among the underlying securities using either a fair market
value allocation or pro rata based on the number of shares of each underlying
security. Similarly, the brokerage fee incurred in selling Europe 2001 HOLDRS
will reduce the amount realized with respect to the underlying securities.
A holder will be required to include in its income the full amount of
dividends paid on the underlying securities, even though the depositary trust
agreement provides that the custodian fees will be deducted directly from any
dividends paid. These custodian fees will be treated as an expense incurred in
connection with a holder's investment in the underlying securities and may be
deductible. If a holder is an individual, estate or trust, however, the
deduction of its share of custodian fees will be a miscellaneous itemized
deduction that may be disallowed in whole or in part.
Special considerations with respect to underlying securities of foreign issuers
With respect to underlying securities of foreign issuers, the gross
amount of any taxable cash distribution will not be eligible for the dividends
received deduction generally allowed to corporate U.S. receipt holders.
If a foreign issuer pays a dividend in a currency other than in U.S.
dollars, the amount of the dividend for U.S. federal income tax purposes will
be the U.S. dollar value (determined at the spot rate on the date of the
payment) regardless of whether the payment is later converted into U.S.
dollars. In this case, the U.S. receipt holder may recognize ordinary income or
loss as a result of currency fluctuations between the date on which the
dividend is paid and the date the dividend amount is converted into U.S.
dollars.
Subject to conditions and limitations, any foreign tax withheld on
dividends may be deducted from taxable income or credited against a U.S.
receipt holder's U.S. federal income tax liability. The limitation on foreign
taxes eligible for the U.S. foreign tax credit is calculated separately with
respect to specific classes of income. For this purpose, dividends distributed
by a foreign issuer generally will constitute "passive income" or, in the case
of some U.S. holders, "financial services income." For purposes of the U.S.
foreign tax credit limitation, dividends received by a U.S. receipt holder with
respect to an underlying security of a foreign issuer generally will be treated
as foreign source income while any gain or loss recognized from the sale of
such security generally will be treated as from sources within the United
States. The rules relating to the determination of the foreign tax credit are
complex and we recommend that U.S. receipt holders consult their own tax
advisors to determine whether and to what extent a credit would be available.
Dividends and distributions made by a foreign issuer may be subject to a
withholding tax. Some foreign issuers have made arrangements through which
holders of their American depositary shares or Global shares can apply for a
refund of withheld taxes. With respect to these issuers, it is expected that
holders of Europe 2001 HOLDRS will be able to use these arrangements to apply
for a refund of withheld taxes. In some cases, however, the holders of Europe
2001 HOLDRS will have to independently apply to a foreign tax authority for a
refund of withheld taxes.
Additionally, special U.S. federal income tax rules apply to U.S. persons
owning shares of a "passive foreign investment company" (a "PFIC"). To our
knowledge, none of the foreign issuers of the underlying securities is
currently a PFIC and none anticipate becoming a PFIC in the future, although no
assurances can be made that the applicable tax law or other relevant
circumstances will not change in a manner which affects the
24
<PAGE>
PFIC determination. A foreign corporation generally will be classified as a
PFIC for U.S. federal income tax purposes in any taxable year in which, after
applying relevant look-through rules, either:
. at least 75% of its gross income is "passive income;" or
. on average at least 50% of the gross value of its assets is
attributable to assets that produce "passive income" or are held for
the production of passive income.
Passive income for this purpose generally includes dividends, interest,
royalties, rents, and gains from commodities and securities transactions.
If a corporation were classified as a PFIC, a U.S. receipt holder could
be subject to increased tax liability, possibly including an interest charge,
upon the sale or other disposition of the Europe 2001 HOLDRS or of the
underlying securities or upon the receipt of "excess distributions," unless the
U.S. receipt holder elected to be taxed currently on its pro rata portion of
the corporation's income, whether or not the income was distributed in the form
of dividends or otherwise.
Non-U.S. receipt holders
A non-U.S. receipt holder generally will be subject to U.S. withholding
tax at a rate of 30% or a lower rate as may be specified by an applicable tax
treaty with respect to dividends received on underlying securities of U.S.
issuers. However, if that income is effectively connected with a U.S. trade or
business conducted by the holder or, where a tax treaty applies, is
attributable to a permanent establishment maintained in the United States by
the holder, then those dividends will be exempt from withholding tax, provided
the holder complies with applicable certification and disclosure requirements.
A non-U.S. receipt holder generally will not be subject to U.S. federal
income or withholding tax with respect to dividends received on underlying
securities of foreign issuers, unless that income is effectively connected with
a U.S. trade or business conducted by the holder or, where a tax treaty
applies, is attributable to a permanent establishment maintained in the United
States by the holder.
With respect to dividends of both U.S. and foreign issuers, a non-U.S.
receipt holder's dividends that are effectively connected with a U.S. trade or
business or dividends attributable to a permanent establishment, net of
relevant deductions and credits, will be subject to U.S. federal income
taxation at the same graduated rates applicable to U.S. persons. In addition to
this graduated tax, effectively connected dividends or dividends attributable
to a permanent establishment received by a corporate non-U.S. receipt holder
may also be subject to a branch profits tax at a rate of 30% or a lower rate as
may be specified by an applicable tax treaty. Under some circumstances, a non-
U.S. receipt holder whose dividends are so effectively connected or
attributable shall be entitled to a dividends received deduction equal to 70%
or 80% of the amount of the dividend.
A non-U.S. receipt holder that is eligible for a reduced rate of
withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the Internal
Revenue Service.
A non-U.S. receipt holder generally will not be subject to U.S. federal
income or withholding tax with respect to gain recognized upon the sale or
other disposition of Europe 2001 HOLDRS or of the underlying securities unless:
. that gain is effectively connected with a U.S. trade or business
conducted by the holder or, where a tax treaty applies, is
attributable to a permanent establishment maintained in the United
States by the holder,
. in the case of any gain realized by an individual non-U.S. receipt
holder, the holder is present in the United States for 183 days or
more in the taxable year of the sale or other disposition and certain
other conditions are met, or
25
<PAGE>
. the underlying securities issuer is or has been a U.S. real property
holding corporation for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of the
disposition or the period during which the non-U.S. receipt holder
held the common stock of such issuer and (a) the common stock is not
considered to be "regularly traded on an established securities
market" or (b) the non-U.S. receipt holder owned, actually or
constructively, at any time during the shorter of the periods
described above, more than 5% of the common stock of such issuer.
Effectively connected or attributable gains generally will be subject to
U.S. federal income taxation at the same graduated rates applicable to U.S.
persons, and may, in the case of a corporate non-U.S. receipt holder, also be
subject to the branch profits tax. We recommend that non-U.S. receipt holders
consult their own tax advisors to determine whether any applicable tax treaties
provide for different rules.
The preceding discussion does not address all aspects of U.S. federal
income taxation that may be relevant in light of a non-U.S. receipt holder's or
an issuer's particular facts and circumstances. We recommend that investors
consult their own tax advisors.
Backup withholding tax, withholding tax and information reporting requirements
Final U.S. Treasury Regulations relating to backup withholding,
withholding and information reporting have been issued that modify certain
rules with respect to payments made after December 31, 2000. Investors are
urged to consult their own tax advisors regarding the application of the backup
withholding, withholding and information reporting requirements, including the
new regulations, with respect to their particular circumstances.
ERISA CONSIDERATIONS
Any plan fiduciary which proposes to have a plan acquire Europe 2001
HOLDRS should consult with its counsel with respect to the potential
applicability of ERISA and the Internal Revenue Code to this investment and
whether any exemption would be applicable and determine on its own whether all
conditions have been satisfied. Moreover, each plan fiduciary should determine
whether, under the general fiduciary standards of investment prudence and
diversification, an acquisition of Europe 2001 HOLDRS is appropriate for the
plan, taking into account the overall investment policy of the plan and the
composition of the plan's investment portfolio.
PLAN OF DISTRIBUTION
In accordance with the depositary trust agreement, the trust will issue
to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated will deposit the underlying securities to
receive Europe 2001 HOLDRS. Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Robert W. Baird & Co. Incorporated, A.G. Edwards & Sons, Inc., First Union
Securities, Inc., Legg Mason Wood Walker, Incorporated, Morgan Keegan &
Company, Inc., Raymond James & Associates, Inc., Sutro & Co. Incorporated and
Tucker Anthony Incorporated, the selling group, propose to offer the Europe
2001 HOLDRS to the public at the offering price set forth on the cover page of
this prospectus, which includes an underwriting fee of 2%.
Investors who purchase Europe 2001 HOLDRS through a fee-based brokerage
account should consider that the underwriting fee is in addition to the fees
charged in that account. We recommend that investors review the terms of their
brokerage accounts for details on applicable charges.
Merrill Lynch, Pierce, Fenner & Smith Incorporated will provide Europe
2001 HOLDRS to the other members of the selling group at the public offering
price, as set forth on the cover page of this prospectus, less
26
<PAGE>
a concession that is not in excess of %. The selling group may allow to
certain dealers, and the dealers may reallow, a discount on sales of Europe
2001 HOLDRS not in excess of % of the public offering price as set forth on
the cover page of this prospectus. We expect the trust to deliver the initial
distribution of Europe 2001 HOLDRS against deposit of the underlying securities
in New York, New York on , 2000. After the initial offering, the public
offering price, concession and discount may be changed. The trust will continue
to issue Europe 2001 HOLDRS in connection with deposits of underlying
securities. This offering is being made in compliance with Conduct Rule 2810 of
the National Association of Securities Dealers, Inc. Accordingly, sales will
not be made to a discretionary account without the prior written approval of a
purchaser of Europe 2001 HOLDRS.
Members of the selling group and their affiliates have from time to time
provided investment banking and other financial services to some of the issuers
of the underlying securities and expect in the future to provide these
services, for which they have received and will receive customary fees and
commissions. They also may have served as counterparties in other transactions
with some of the issuers of the underlying securities.
Merrill Lynch, Pierce, Fenner & Smith Incorporated may use this
prospectus, as updated from time to time, in connection with offers and sales
related to market-making transactions in the Europe 2001 HOLDRS. Merrill Lynch,
Pierce, Fenner & Smith Incorporated may act as principal or agent in these
transactions. Market-making sales will be made at prices related to prevailing
market prices at the time of sale.
Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to
indemnify the trustee against some civil liabilities related to acts performed
or not performed by the trustee in accordance with the depositary trust
agreement or periodic reports filed or not filed with the SEC with respect to
the Europe 2001 HOLDRS. Should a court determine not to enforce the
indemnification provision, Merrill Lynch, Pierce, Fenner & Smith Incorporated
also has agreed to contribute to payments the trustee may be required to make
with respect to these liabilities.
LEGAL MATTERS
Legal matters, including the validity of the Europe 2001 HOLDRS, will be
passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial
depositor and the underwriters, by Shearman & Sterling, New York, New York.
Shearman & Sterling, as special U.S. tax counsel to the trust, also will render
an opinion regarding the material federal income tax consequences relating to
the Europe 2001 HOLDRS.
WHERE YOU CAN FIND MORE INFORMATION
Merrill Lynch, Pierce, Fenner & Smith Incorporated has filed a
registration statement on Form S-1 with the SEC covering the Europe 2001
HOLDRS. While this prospectus is a part of the registration statement, it does
not contain all the exhibits filed as part of the registration statement. You
should consider reviewing the full text of those exhibits.
The registration statement is available over the Internet at the SEC's
Web site at http://www.sec.gov. You also may read and copy the registration
statement at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference rooms and their copy charges. Merrill
Lynch, Pierce, Fenner & Smith Incorporated will not file any reports pursuant
to the Exchange Act. The trust will file modified reports pursuant to the
Exchange Act.
Since the securities of the issuers of the underlying securities are
registered under the Exchange Act, the issuers of the underlying securities are
required to file periodically financial and other information specified by the
SEC. For more information about the issuers of the underlying securities,
information provided to or
27
<PAGE>
filed with the SEC by the issuers of the underlying securities with respect to
their registered securities can be inspected at the SEC's public reference
facilities or accessed through the SEC's Web site referenced above. However,
some of the issuers of the underlying securities may be considered foreign
issuers. The requirements for filing periodic financial and other information
for foreign issuers differ from that of domestic issuers. In particular,
foreign issuers are not required to file quarterly reports with the SEC and are
not required to file periodic financial and other information on EDGAR.
Therefore, this information may not be accessible through the SEC's Web site.
Information regarding the issuers of the underlying securities may also be
obtained from other sources including, but not limited to, press releases,
newspaper articles and other publicly disseminated information.
The trust and the selling group and their affiliates are not affiliated
with the issuers of the underlying securities, and the issuers of the
underlying securities have no obligations with respect to Europe 2001 HOLDRS.
This prospectus relates only to Europe 2001 HOLDRS and does not relate to the
other securities of the issuers of the underlying securities. The information
in this prospectus regarding the issuers of the underlying securities has been
derived from the publicly available documents described in the preceding
paragraph. We have not participated in the preparation of these documents or
made any due diligence inquiries with respect to the issuers of the underlying
securities in connection with Europe 2001 HOLDRS. We make no representation
that these publicly available documents or any other publicly available
information regarding the issuers of the underlying securities are accurate or
complete. Furthermore, we cannot assure you that all events occurring prior to
the date of this prospectus, including events that would affect the accuracy or
completeness of the publicly available documents described in the preceding
paragraph, that would affect the trading price of the securities of the issuers
of the underlying securities, and therefore the offering and trading prices of
the Europe 2001 HOLDRS have been publicly disclosed.
28
<PAGE>
ANNEX A
This annex forms an integral part of the prospectus.
The following tables provide a brief description of the business of each
of the issuers of the underlying securities and set forth the split-adjusted
closing market prices, as reported on the applicable primary U.S. trading
market, of each of the underlying securities in each month during 1995, 1996,
1997, 1998, 1999 and 2000 through November 2000. A table outlining the primary
U.S. stock market on which the securities of the issuers are listed can be
found on page 10. The foreign stock market or markets on which the equity
securities of the foreign issuers included in the Europe 2001 HOLDRS, if any,
are listed are described below. An asterisk (*) denotes that no shares of the
issuer were trading on a U.S. stock market during that month. The historical
prices of the underlying securities should not be taken as an indication of
future performance.
AEGON N.V. (AEG)
AEGON N.V. is an international insurance and financial services company.
AEGON provides life insurance, pension and related savings and investment
products. AEGON is also involved in accident and health insurance, property and
casualty insurance and it also has some banking activities. AEGON primarily
operates in the United States, the United Kingdom, The Netherlands, Hungary and
Spain. AEGON's products are offered through independent intermediaries and
financial advisers, financial institutions, brokers, direct marketing and
business partners. New York registered shares of AEGON included in the Europe
2001 HOLDRS are traded through the New York Stock Exchange. Shares of AEGON
also trade on the Amsterdam, Frankfurt, London, Tokyo and Zurich stock
exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 6.44 January 10.38 January 15.47 January 23.69 January 55.34 January 36.38
February 6.88 February 10.84 February 16.72 February 28.14 February 52.31 February 34.81
March 7.15 March 11.84 March 17.34 March 30.33 March 44.94 March 40.25
April 7.76 April 12.03 April 18.13 April 33.22 April 47.56 April 36.19
May 8.10 May 12.00 May 18.47 May 39.66 May 40.56 May 36.13
June 8.72 June 11.53 June 17.52 June 43.25 June 36.97 June 35.63
July 9.13 July 11.47 July 18.97 July 45.88 July 38.06 July 38.50
August 8.44 August 12.25 August 18.56 August 42.75 August 43.40 August 39.25
September 9.06 September 12.44 September 19.92 September 39.00 September 43.25 September 37.13
October 9.53 October 12.88 October 19.88 October 43.69 October 45.97 October 40.38
November 10.25 November 14.06 November 21.25 November 53.00 November 45.06 November 40.63
December 11.00 December 15.81 December 22.41 December 61.13 December 47.75
</TABLE>
The closing price on , 2000 was .
A-1
<PAGE>
ALCATEL (ALA)
Alcatel provides telecommunications equipment and systems. Alcatel's
interaction management products are designed to extend the capabilities of a
company's Internet, computer, telecommunications and database systems. American
depositary receipts evidencing American depositary shares of Alcatel are
included in the Europe 2001 HOLDRS and are traded on the New York Stock
Exchange. Shares of Alcatel also trade on the Paris, Amsterdam, Antwerp, Basel,
Brussels, Frankfurt, Geneva, Stockholm, Tokyo and Zurich stock exchanges, as
well as through the European Association of Securities Dealers Automated
Quotation System.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 17.38 January 18.38 January 20.63 January 26.06 January 23.00 January 40.06
February 16.25 February 17.88 February 20.50 February 26.19 February 21.69 February 47.25
March 18.13 March 18.50 March 23.75 March 38.00 March 22.81 March 43.12
April 18.50 April 19.00 April 22.25 April 36.25 April 24.31 April 45.13
May 18.25 May 18.38 May 22.75 May 43.25 May 23.69 May 54.56
June 18.13 June 17.75 June 25.25 June 40.69 June 28.38 June 66.50
July 21.25 July 16.25 July 27.00 July 39.38 July 30.88 July 73.13
August 20.00 August 15.50 August 24.63 August 30.00 August 30.94 August 82.75
September 16.75 September 16.88 September 26.56 September 17.00 September 27.75 September 62.88
October 16.88 October 17.00 October 24.31 October 22.00 October 30.69 October 62.38
November 16.75 November 18.50 November 24.75 November 25.88 November 38.00 November 50.50
December 17.50 December 16.00 December 25.31 December 24.44 December 45.00
</TABLE>
The closing price on , 2000 was .
AMDOCS LIMITED (DOX)
Amdocs Limited designs, develops, markets and supports information system
software products and related services for the communications and Internet
industries. Amdocs products are primarily related to customer care, billing and
order management systems. Amdocs products support a range of communications
services including wireline, wireless, cable television, broadband, electronic
commerce and Internet services. Amdocs also offers a range of directory sales
and publishing systems to publishers of both traditional yellow and white page
directories and electronic Internet directories. Ordinary shares of Amdocs,
included in the Europe 2001 HOLDRS, are traded through the New York Stock
Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January 21.75 January 53.19
February * February * February * February * February 24.38 February 74.19
March * March * March * March * March 21.63 March 74.00
April * April * April * April * April 26.88 April 67.69
May * May * May * May * May 22.94 May 61.94
June * June * June * June 15.13 June 22.75 June 76.75
July * July * July * July 13.69 July 26.63 July 67.19
August * August * August * August 9.00 August 26.25 August 71.44
September * September * September * September 11.31 September 21.00 September 62.38
October * October * October * October 13.00 October 27.88 October 64.81
November * November * November * November 15.38 November 35.19 November 54.13
December * December * December * December 17.13 December 34.50
</TABLE>
The closing price on , 2000 was .
A-2
<PAGE>
ARM HOLDINGS P.L.C. (ARMHY)
ARM Holdings p.l.c. designs microprocessors and related technology and
software and sells development systems. ARM licenses and sells its technology
and products to electronics companies. Its microprocessors are used in a
variety of electronics products, including video games, automotive control
systems and digital cellular phones. American depositary receipts evidencing
American depositary shares of ARM are included in the Europe 2001 HOLDRS and
are traded through the Nasdaq NMS. Shares of ARM also trade on the London
International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January 4.00 January 37.79
February * February * February * February * February 5.78 February 46.73
March * March * March * March * March 6.63 March 35.55
April * April * April * April 2.02 April 6.50 April 31.75
May * May * May * May 1.78 May 5.84 May 25.88
June * June * June * June 3.06 June 6.98 June 32.88
July * July * July * July 3.09 July 9.48 July 34.31
August * August * August * August 2.55 August 8.43 August 40.88
September * September * September * September 2.25 September 9.40 September 32.94
October * October * October * October 2.35 October 16.95 October 30.00
November * November * November * November 2.70 November 29.60 November 18.31
December * December * December * December 3.01 December 38.30
</TABLE>
The closing price on , 2000 was .
ASM INTERNATIONAL N.V. (ASMI)
ASM International N.V. is engaged in the research, development,
manufacture, marketing and servicing of equipment and materials used to produce
semiconductor devices, including solutions for wafer processing, assembly and
packaging. ASM's production equipment and solutions are used by both the front-
end and back-end segments of the semiconductor market. Front-end equipment
performs various fabrication processes to create the silicon wafer. Back-end
equipment separates these processed wafers into numerous individual pieces and
assembles, packages and tests the pieces to create semiconductor devices. New
York registered shares of ASM included in the Europe 2001 HOLDRS are traded
through the Nasdaq NMS. Shares of ASM also trade on the Amsterdam Stock
Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 1.50 January 12.08 January 15.31 January 10.16 January 5.69 January 25.25
February 1.67 February 12.33 February 13.63 February 12.19 February 5.00 February 32.63
March 3.50 March 9.25 March 11.50 March 11.13 March 3.63 March 29.00
April 3.71 April 13.75 April 13.13 April 11.06 April 4.69 April 34.50
May 6.21 May 13.50 May 13.00 May 9.75 May 5.19 May 25.88
June 8.58 June 10.88 June 10.94 June 8.00 June 7.44 June 26.50
July 10.67 July 6.13 July 13.75 July 8.38 July 8.00 July 26.00
August 16.25 August 7.00 August 13.13 August 5.81 August 7.38 August 25.13
September 16.83 September 9.63 September 20.13 September 4.50 September 8.38 September 17.50
October 15.63 October 8.50 October 12.06 October 4.00 October 8.41 October 16.06
November 16.83 November 10.25 November 10.56 November 5.50 November 16.25 November 11.38
December 16.42 December 9.63 December 8.69 December 5.25 December 23.00
</TABLE>
The closing price on , 2000 was .
A-3
<PAGE>
ASM LITHOGRAPHY HOLDING N.V. (ASML)
ASM Lithography Holding N.V. is a developer and supplier of
microlithography systems. Microlithography is used in semiconductor
manufacturing to transfer the pattern of circuitry from a photomask (a quartz
plate containing the "master copy" of microscopic integrated circuitry) to a
wafer (a thin slice of silicon or other semiconductor material on which chips
are made). New York registered shares of ASM, included in the Europe 2001
HOLDRS, are traded through the Nasdaq NMS. Shares of ASM also trade through the
Nasdaq NMS and on the Amsterdam Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January 3.73 January 6.09 January 11.58 January 15.50 January 40.98
February * February 4.04 February 5.54 February 15.56 February 13.21 February 42.71
March 2.34 March 3.36 March 6.25 March 15.41 March 15.00 March 37.25
April 2.28 April 3.69 April 6.63 April 15.27 April 13.00 April 40.00
May 2.69 May 3.94 May 8.71 May 12.77 May 14.71 May 35.56
June 2.99 June 3.42 June 9.75 June 9.69 June 19.79 June 44.13
July 4.67 July 3.15 July 13.50 July 9.56 July 20.25 July 39.75
August 3.93 August 3.21 August 14.17 August 5.88 August 21.04 August 38.13
September 3.66 September 3.17 September 16.46 September 5.23 September 22.35 September 32.31
October 4.14 October 3.00 October 12.21 October 8.50 October 24.21 October 27.81
November 3.51 November 3.68 November 10.42 November 9.44 November 31.21 November 20.44
December 2.77 December 4.15 December 11.25 December 10.17 December 37.92
</TABLE>
The closing price on , 2000 was .
ASTRAZENECA P.L.C. (AZN)
AstraZeneca p.l.c. is a biosciences company involved in the research,
development, manufacture and marketing of pharmaceutical, agricultural and
specialty chemical products and the supply of healthcare services.
AstraZeneca's research and products focus on several areas, including cancer,
cardiovascular, the central nervous system, gastrointestinal, infection, pain
control, anesthesia and respiratory. American depositary receipts evidencing
American depositary shares of AstraZeneca are included in the Europe 2001
HOLDRS and are traded on the New York Stock Exchange. Shares of AstraZeneca
also trade on the London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 13.96 January 19.46 January 28.75 January 39.69 January 47.00 January 38.00
February 13.79 February 19.17 February 29.33 February 44.31 February 41.06 February 33.13
March 14.13 March 21.25 March 28.33 March 43.83 March 47.06 March 40.50
April 14.54 April 20.92 April 30.13 April 43.88 April 39.25 April 42.13
May 15.00 May 21.38 May 30.54 May 41.38 May 39.38 May 42.06
June 17.08 June 22.42 June 33.08 June 43.88 June 39.19 June 46.50
July 17.79 July 21.58 July 33.29 July 38.81 July 36.75 July 42.75
August 17.25 August 24.04 August 31.83 August 36.50 August 39.38 August 45.56
September 18.17 September 24.75 September 32.54 September 35.00 September 42.25 September 52.56
October 18.79 October 27.17 October 31.79 October 39.13 October 45.75 October 47.69
November 20.38 November 27.67 November 32.06 November 42.00 November 44.50 November 51.44
December 19.46 December 28.00 December 36.00 December 44.88 December 41.75
</TABLE>
The closing price on , 2000 was .
A-4
<PAGE>
AUTONOMY CORPORATION P.L.C. (AUTN)
Autonomy Corporation p.l.c. develops and markets software for automating
the management, processing and delivery of information to and from sources
across the Internet and other digital mediums, such as mobile phones.
Autonomy's software products allow for the automation of a range of tasks, such
as categorizing information by subject matter, inserting hypertext links to
related material and profiling users of the Internet, which enables the
automatic delivery of large volumes of personalized information. American
depositary receipts evidencing American depositary shares of Autonomy are
included in the Europe 2001 HOLDRS and are traded through Nasdaq NMS. Shares of
Autonomy also trade through the European Association of Securities Dealers
Automated Quotation System.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January *
February * February * February * February * February * February *
March * March * March * March * March * March *
April * April * April * April * April * April *
May * May * May * May * May * May 35.50
June * June * June * June * June * June 41.00
July * July * July * July * July * July 48.00
August * August * August * August * August * August 63.00
September * September * September * September * September * September 55.00
October * October * October * October * October * October 50.00
November * November * November * November * November * November 32.94
December * December * December * December * December *
</TABLE>
The closing price on , 2000 was .
AVENTIS S.A. (AVE)
Aventis S.A. develops, manufactures and markets products and services
related to the health and nutrition industry. Aventis is primarily involved in
the fields of prescription drugs, vaccines, therapeutic proteins, diagnostics,
crop sciences and animal health and nutrition. American depositary receipts
evidencing American depositary shares of Aventis are included in the Europe
2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Aventis
also trade on the Paris Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 24.25 January 24.00 January 33.38 January 46.13 January 51.69 January 54.00
February 23.88 February 25.25 February 35.00 February 46.19 February 46.00 February 52.00
March 23.50 March 25.88 March 33.25 March 50.38 March 44.00 March 54.00
April 24.13 April 24.13 April 33.88 April 49.50 April 47.13 April 56.25
May 24.13 May 24.63 May 32.25 May 55.00 May 46.88 May 63.94
June 22.00 June 26.50 June 41.63 June 56.19 June 46.31 June 72.56
July 23.00 July 26.13 July 43.13 July 54.00 July 48.38 July 75.50
August 20.75 August 26.38 August 37.88 August 46.00 August 48.56 August 74.75
September 20.25 September 28.00 September 40.44 September 41.75 September 51.25 September 75.31
October 22.00 October 29.75 October 42.25 October 46.69 October 55.50 October 72.06
November 21.75 November 32.38 November 44.88 November 50.00 November 61.56 November 78.44
December 21.38 December 33.88 December 44.19 December 50.25 December 56.88
</TABLE>
The closing price on , 2000 was .
A-5
<PAGE>
AXA FINANCIAL, INC. (AXA)
AXA Financial, Inc. is a financial services company that focuses on
insurance and asset management. AXA provides life, property and casualty
insurance and reinsurance. AXA's primary operations are in western Europe,
North America and the Asia-Pacific region. AXA is engaged in investment banking
in the United States. American depositary receipts evidencing American
depositary shares of AXA are included in the Europe 2001 HOLDRS and are traded
on the New York Stock Exchange. Shares of AXA also trade on the Paris Stock
Exchange and the London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January 33.50 January 41.19 January 73.00 January 64.81
February * February * February 33.63 February 48.38 February 66.50 February 62.94
March * March * March 32.75 March 51.75 March 66.25 March 71.69
April * April * April 31.00 April 58.13 April 63.94 April 76.75
May * May * May 31.63 May 57.38 May 58.50 May 73.25
June * June 27.13 June 31.63 June 56.81 June 62.31 June 79.56
July * July 27.13 July 32.88 July 67.44 July 59.06 July 75.75
August * August 28.38 August 31.94 August 54.31 August 62.63 August 70.31
September * September 29.75 September 33.94 September 44.50 September 63.81 September 64.69
October * October 31.13 October 34.31 October 56.88 October 69.75 October 66.44
November * November 30.38 November 35.75 November 64.13 November 66.81 November 70.00
December * December 31.50 December 39.00 December 72.25 December 71.00
</TABLE>
The closing price on , 2000 was .
BOOKHAM TECHNOLOGY P.L.C. (BKHM)
Bookham Technology p.l.c. provides integrated optical circuits and
modules to telecommunications and network systems. Bookham designs,
manufactures and markets components based on silicon chips that generate,
detect, route and control light signals in fiber-optic telecommunication
networks. American depositary receipts evidencing American depositary shares of
Bookham are included in the Europe 2001 HOLDRS and are traded through Nasdaq
NMS. Shares of Bookham also trade on the London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January *
February * February * February * February * February * February *
March * March * March * March * March * March *
April * April * April * April * April * April 52.00
May * May * May * May * May * May 48.69
June * June * June * June * June * June 59.25
July * July * July * July * July * July 62.75
August * August * August * August * August * August 61.75
September * September * September * September * September * September 42.88
October * October * October * October * October * October 33.69
November * November * November * November * November * November 12.44
December * December * December * December * December *
</TABLE>
The closing price on , 2000 was .
A-6
<PAGE>
BP AMOCO P.L.C. (BP)
BP Amoco p.l.c. develops and markets oil and petroleum products
throughout the world and is involved in exploration, oil field development and
the manufacture of petroleum-based chemical products. BP Amoco's main
businesses include oil and natural gas exploration, pipeline transportation,
gas processing and gas marketing, oil supply and trading, refining and
marketing and petrochemical manufacturing and marketing. American depositary
receipts evidencing American depositary shares of BP Amoco are included in the
Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of BP
Amoco also trade on the London International Stock Exchange and on the French,
German, Swiss and Japanese Stock Exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 19.41 January 24.41 January 35.41 January 40.16 January 40.56 January 53.75
February 19.13 February 25.09 February 33.09 February 41.34 February 42.50 February 47.06
March 20.94 March 26.56 March 34.31 March 43.03 March 50.50 March 53.25
April 21.53 April 27.31 April 34.41 April 47.25 April 56.59 April 51.00
May 21.34 May 26.34 May 36.22 May 44.22 May 53.59 May 54.56
June 21.41 June 26.72 June 37.44 June 44.13 June 54.25 June 56.56
July 22.69 July 27.47 July 41.22 July 40.13 July 57.94 July 52.31
August 22.53 August 29.44 August 42.31 August 36.56 August 55.92 August 55.25
September 22.47 September 31.25 September 45.41 September 43.59 September 55.41 September 53.00
October 22.06 October 32.16 October 43.88 October 44.25 October 57.75 October 50.94
November 23.91 November 34.63 November 41.50 November 46.06 November 60.94 November 47.44
December 25.53 December 35.34 December 39.84 December 45.38 December 59.31
</TABLE>
The closing price on , 2000 was .
BUSINESS OBJECTS S.A. (BOBJ)
Business Objects S.A. develops, markets and supports electronic commerce
software and services for client-server environments, intranets, extranets and
the Internet. Business Objects' software allows users to access, analyze and
share data in various business environments. American depositary receipts
evidencing American depositary shares of Business Objects are included in the
Europe 2001 HOLDRS and are traded through Nasdaq NMS. Shares of Business
Objects also trade on the Paris Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 7.56 January 11.50 January 7.19 January 4.78 January 17.25 January 67.31
February 7.53 February 18.69 February 5.84 February 7.06 February 18.13 February 114.88
March 7.88 March 21.25 March 4.88 March 7.56 March 14.84 March 99.50
April 7.94 April 21.63 April 4.50 April 9.44 April 11.72 April 97.88
May 7.69 May 23.25 May 4.81 May 8.45 May 14.38 May 80.00
June 8.25 June 20.13 June 4.88 June 8.44 June 18.25 June 88.13
July 9.09 July 9.63 July 3.38 July 7.44 July 22.56 July 94.50
August 9.00 August 8.88 August 3.94 August 4.44 August 22.31 August 114.50
September 10.66 September 9.63 September 5.06 September 6.25 September 29.50 September 113.06
October 10.81 October 7.44 October 6.31 October 8.41 October 36.00 October 78.80
November 12.19 November 6.63 November 5.44 November 9.50 November 44.25 November 61.88
December 12.09 December 6.75 December 5.19 December 16.25 December 66.81
</TABLE>
The closing price on , 2000 was .
A-7
<PAGE>
CABLE & WIRELESS P.L.C. (CWP)
Cable & Wireless p.l.c. provides integrated communications and a global
carrier of communications traffic, including Internet, data, voice and video
communications. Cable & Wireless also offers broadband data, cable television
and fixed and mobile voice services. Cable & Wireless primarily operates in
North America, Europe and the Asia-Pacific region. American depositary receipts
evidencing American depositary shares of Cable & Wireless are included in the
Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of
Cable & Wireless also trade on The London International Stock Exchange and on
the Frankfurt Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 17.50 January 20.25 January 22.50 January 29.06 January 43.25 January 63.25
February 18.00 February 20.25 February 24.25 February 33.25 February 40.56 February 64.63
March 18.88 March 24.25 March 23.75 March 37.75 March 36.94 March 56.00
April 19.38 April 23.38 April 23.13 April 35.13 April 42.13 April 49.38
May 20.50 May 20.63 May 25.13 May 34.69 May 38.25 May 49.63
June 20.50 June 19.75 June 27.94 June 36.88 June 39.63 June 50.06
July 20.13 July 18.88 July 30.06 July 38.88 July 36.00 July 52.56
August 19.63 August 19.75 August 26.63 August 28.38 August 34.63 August 55.25
September 19.75 September 20.88 September 25.88 September 27.13 September 33.13 September 42.56
October 19.38 October 23.75 October 24.50 October 33.63 October 34.88 October 43.06
November 20.63 November 24.13 November 26.94 November 37.75 November 39.75 November 37.00
December 21.13 December 24.63 December 27.19 December 36.75 December 52.94
</TABLE>
The closing price on , 2000 was .
DAIMLERCHRYSLER AG (DCX)
DaimlerChrysler AG develops, manufactures and markets passenger cars,
commercial vehicles, rail systems, automotive electronics and diesel engines.
DaimlerChrysler also offers financial and information technology services.
Global shares of DaimlerChrysler, included in the Europe 2001 HOLDRS, trade on
the New York Stock Exchange. Shares of DaimlerChrysler also trade on the
Frankfurt, Berlin, Bremen, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart,
Chicago, Pacific, Philadelphia, Montreal, Paris, Tokyo, Toronto and Swiss Stock
Exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 45.65 January 55.10 January 71.89 January 69.59 January 103.63 January 65.81
February 48.26 February 54.97 February 72.14 February 80.72 February 93.94 February 67.75
March 44.53 March 53.85 March 76.86 March 92.41 March 85.81 March 65.44
April 45.89 April 54.35 April 74.00 April 100.50 April 98.19 April 57.56
May 48.38 May 54.23 May 78.85 May 98.38 May 87.44 May 53.94
June 45.89 June 53.61 June 81.09 June 96.83 June 89.00 June 52.06
July 48.38 July 53.73 July 83.27 July 100.99 July 72.13 July 52.69
August 49.25 August 54.23 August 74.38 August 84.58 August 75.19 August 52.06
September 49.38 September 54.97 September 81.71 September 81.53 September 69.44 September 44.39
October 48.01 October 58.95 October 68.10 October 78.42 October 77.75 October 45.90
November 49.25 November 65.30 November 70.27 November 91.50 November 68.13 November 38.44
December 50.62 December 68.16 December 71.89 December 96.06 December 78.00
</TABLE>
The closing price on , 2000 was .
A-8
<PAGE>
DEUTSCHE TELEKOM AG (DT)
Deutsche Telekom AG is a full-service telecommunications company that
provides public fixed-line voice telephony, mobile communications and cable
television and radio programming primarily in Germany and in parts of Europe.
Deutsche Telekom also offers some of these services outside of Europe. Deutsche
Telekom operates T-Online, an Internet service provider in Europe, and also
provides leased lines, text and data services, corporate network services and
telephone directory assistance. American depositary receipts evidencing
American depositary shares of Deutsche Telekom are included in the Europe 2001
HOLDRS and are traded on the New York Stock Exchange. Shares of Deutsche
Telekom also trade on the Frankfurt, Berlin, Bremen, Dusseldorf, Hamburg,
Hanover, Munich, Stuttgart, and Tokyo stock exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January 18.63 January 17.50 January 45.25 January 69.63
February * February * February 19.38 February 20.00 February 45.63 February 84.31
March * March * March 21.88 March 22.06 March 40.44 March 80.25
April * April * April 21.50 April 26.31 April 38.75 April 67.50
May * May * May 22.75 May 27.25 May 39.56 May 61.75
June * June * June 24.13 June 27.50 June 42.25 June 56.75
July * July * July 23.38 July 29.56 July 40.44 July 43.50
August * August * August 20.06 August 24.00 August 44.38 August 38.94
September * September * September 19.06 September 29.44 September 41.81 September 34.25
October * October * October 19.44 October 27.25 October 46.00 October 38.19
November * November 21.38 November 20.44 November 28.31 November 56.88 November 32.31
December * December 20.38 December 18.63 December 32.75 December 71.00
</TABLE>
The closing price on , 2000 was .
DIAGEO P.L.C. (DEO)
Diageo p.l.c. develops, markets and distributes a wide range of consumer
goods, including spirits, wine and beer, food products through a variety of
brands, including Smirnoff, Guinness, Pillsbury, Haagen-Dazs and Burger King,
and quick service restaurants. American depositary receipts evidencing American
depositary shares of Diageo are included in the Europe 2001 HOLDRS and are
traded on the New York Stock Exchange. Shares of Diageo also trade on the
London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 23.50 January 26.88 January 30.13 January 36.44 January 45.06 January 30.19
February 24.50 February 27.00 February 30.00 February 41.56 February 45.25 February 30.81
March 25.75 March 26.25 March 31.88 March 48.56 March 45.75 March 30.13
April 25.88 April 26.63 April 34.25 April 48.06 April 46.25 April 34.00
May 25.25 May 26.88 May 37.38 May 45.25 May 43.00 May 34.56
June 25.00 June 26.75 June 39.19 June 48.00 June 43.00 June 35.56
July 24.25 July 27.25 July 40.00 July 48.38 July 41.00 July 34.81
August 25.75 August 29.00 August 36.38 August 37.81 August 41.44 August 34.44
September 28.00 September 30.50 September 39.00 September 36.25 September 41.44 September 35.31
October 27.50 October 30.63 October 37.38 October 43.94 October 40.63 October 37.63
November 27.13 November 31.88 November 37.25 November 45.69 November 36.81 November 41.75
December 28.75 December 31.63 December 37.88 December 46.25 December 32.00
</TABLE>
The closing price on , 2000 was .
A-9
<PAGE>
ELAN CORPORATION, P.L.C. (ELN)
Elan Corporation, p.l.c. is a pharmaceutical company focused on the
discovery, development and marketing of therapeutic products and services in
neurology, acute care and pain management and on the development and
commercialization of products using its drug delivery technologies. Elan's drug
delivery technologies are designed to improve and control the absorption and
utilization of active pharmaceutical compounds. American depositary receipts
evidencing American depositary shares of Elan are included in the Europe 2001
HOLDRS and are traded on the New York Stock Exchange. Shares of Elan also trade
on the London International Stock Exchange and Dublin Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 8.81 January 14.50 January 19.25 January 25.97 January 33.75 January 30.06
February 8.81 February 14.53 February 17.31 February 31.03 February 38.34 February 40.75
March 9.31 March 16.06 March 17.06 March 32.31 March 34.88 March 47.50
April 8.84 April 16.47 April 17.00 April 31.06 April 25.81 April 43.50
May 8.72 May 15.69 May 20.38 May 30.59 May 27.03 May 39.81
June 10.22 June 14.31 June 22.63 June 32.16 June 27.75 June 48.44
July 10.56 July 14.69 July 23.75 July 36.00 July 29.06 July 53.44
August 9.81 August 15.69 August 22.75 August 29.47 August 32.06 August 58.31
September 10.25 September 14.94 September 25.03 September 36.03 September 33.56 September 54.75
October 10.03 October 13.88 October 24.94 October 35.03 October 25.75 October 51.94
November 12.03 November 14.88 November 26.38 November 34.06 November 27.31 November 53.94
December 12.16 December 16.63 December 25.59 December 34.97 December 29.50
</TABLE>
The closing price on , 2000 was .
LM ERICSSON TELEPHONE COMPANY (ERICY)
LM Ericsson Telephone Company is an international manufacturer of
advanced systems and products for wireline and wireless communications.
Ericsson's range of telecommunication and data communication products includes
systems and services for handling voice, data, images and text in public and
private wireline and wireless communications networks, power equipment and
defense system electronics and telecommunications. American depositary receipts
evidencing American depositary shares of Ericsson are included in the Europe
2001 HOLDRS and are traded through Nasdaq NMS. Shares of Ericsson also trade on
the Stockholm Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 1.68 January 2.58 January 4.21 January 4.83 January 6.97 January 18.64
February 1.78 February 2.75 February 3.94 February 5.66 February 6.50 February 24.00
March 1.93 March 2.67 March 4.23 March 5.95 March 5.95 March 23.45
April 2.10 April 2.55 April 4.20 April 6.43 April 6.75 April 22.11
May 2.29 May 2.88 May 4.45 May 6.97 May 6.73 May 20.50
June 2.50 June 2.69 June 4.92 June 7.16 June 8.23 June 20.00
July 2.33 July 2.54 July 5.66 July 6.92 July 8.02 July 19.63
August 2.67 August 2.88 August 5.21 August 5.36 August 8.14 August 20.50
September 3.06 September 3.17 September 5.99 September 4.59 September 7.81 September 14.81
October 2.67 October 3.45 October 5.53 October 5.66 October 10.69 October 13.88
November 2.97 November 3.86 November 5.05 November 6.91 November 12.05 November 11.38
December 2.44 December 3.77 December 4.66 December 5.98 December 16.42
</TABLE>
The closing price on , 2000 was .
A-10
<PAGE>
GLAXO WELLCOME P.L.C. (GLX)
GlaxoWellcome p.l.c. is an international pharmaceutical company that
develops, manufactures and markets prescription and non-prescription medicines.
GlaxoWellcome's products are grouped into the therapeutic areas of respiratory,
bacterial infections, viral infections, neurology and psychiatry,
gastrointestinal, cancer, cardiovascular, dermatologicals and anesthesia. On
January 17, 2000, GlaxoWellcome announced that it had entered into a merger
agreement with SmithKline Beecham p.l.c. This transaction is subject to
regulatory approval and customary closing conditions. American depositary
receipts evidencing American depositary shares of Glaxo Wellcome are included
in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares
of Glaxo Wellcome also trade on the London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 19.63 January 29.13 January 31.88 January 53.81 January 67.88 January 52.75
February 20.00 February 27.38 February 33.88 February 54.31 February 64.06 February 48.75
March 22.88 March 25.00 March 35.38 March 54.13 March 66.94 March 57.31
April 23.63 April 24.25 April 39.38 April 56.56 April 58.00 April 62.81
May 23.13 May 26.13 May 40.25 May 53.94 May 56.25 May 56.31
June 24.38 June 26.75 June 41.81 June 59.81 June 56.63 June 57.81
July 23.88 July 27.75 July 42.50 July 60.81 July 52.19 July 57.13
August 23.75 August 28.50 August 39.94 August 55.38 August 52.94 August 57.56
September 24.13 September 31.13 September 44.94 September 57.13 September 52.00 September 60.44
October 27.00 October 31.50 October 42.58 October 62.25 October 59.88 October 58.19
November 26.63 November 32.88 November 45.69 November 63.50 November 59.44 November 57.31
December 28.13 December 31.75 December 47.88 December 69.50 December 55.88
</TABLE>
The closing price on , 2000 was .
INFINEON TECHNOLOGIES AG (IFX)
Infineon Technologies AG designs, develops, manufactures and markets a
broad range of semiconductors and complete system solutions for the automotive
and industrial electronics industries. Infineon produces chips for wireless
communications, security and chip card applications and communications and
multimedia chips and memory components. American depositary receipts evidencing
American depositary shares of Infineon are included in the Europe 2001 HOLDRS
and are traded on the New York Stock Exchange. Shares of Infineon also trade on
the Frankfurt Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January *
February * February * February * February * February * February *
March * March * March * March * March * March 57.50
April * April * April * April * April * April 67.88
May * May * May * May * May * May 62.88
June * June * June * June * June * June 79.25
July * July * July * July * July * July 68.00
August * August * August * August * August * August 65.94
September * September * September * September * September * September 47.50
October * October * October * October * October * October 42.88
November * November * November * November * November * November 38.38
December * December * December * December * December *
</TABLE>
The closing price on , 2000 was .
A-11
<PAGE>
ING GROEP N.V. (ING)
ING Groep N.V. provides a range of insurance services, retail, commercial
and investment banking services, asset management services and other related
products and services. American depositary receipts evidencing American
depositary shares of ING are included in the Europe 2001 HOLDRS and are traded
on the New York Stock Exchange. Shares of ING also trade on the Amsterdam,
Brussels, Frankfurt, Paris and Swiss Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 18.76 January 26.04 January 37.70 January 45.63 January 59.19 January 51.06
February 19.50 February 26.57 February 38.71 February 53.19 February 55.94 February 51.56
March 19.90 March 29.05 March 39.40 March 56.94 March 54.94 March 55.00
April 21.12 April 30.84 April 39.27 April 67.25 April 61.38 April 54.94
May 21.66 May 32.86 May 44.25 May 68.25 May 53.63 May 60.31
June 22.11 June 29.82 June 46.38 June 65.38 June 55.00 June 67.50
July 23.10 July 30.67 July 49.19 July 74.88 July 50.88 July 67.25
August 22.23 August 31.21 August 44.06 August 54.50 August 54.88 August 67.44
September 23.33 September 31.21 September 45.94 September 43.88 September 54.75 September 65.88
October 23.82 October 31.19 October 41.63 October 49.38 October 59.13 October 69.19
November 26.21 November 35.02 November 40.75 November 56.38 November 56.50 November 71.75
December 26.75 December 35.96 December 42.31 December 62.19 December 61.00
</TABLE>
The closing price on , 2000 was .
IONA TECHNOLOGIES P.L.C. (IONA)
IONA Technologies p.l.c. provides software products that create
enterprise portals or singular points of access on the Web. IONA's products
enable companies to develop, integrate and manage network based applications.
IONA also provides consulting, training and technical support. American
depositary receipts evidencing American depositary shares of IONA are included
in the Europe 2001 HOLDRS and are traded through the Nasdaq NMS. Shares of IONA
also trade on the Irish Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January 18.50 January 44.75 January 47.50
February * February * February 20.13 February 29.50 February 38.00 February 84.75
March * March * March 18.00 March 31.63 March 30.38 March 74.00
April * April * April 14.50 April 31.13 April 17.00 April 56.81
May * May * May 17.25 May 30.75 May 16.44 May 43.69
June * June * June 19.75 June 35.50 June 15.88 June 63.00
July * July * July 20.06 July 30.13 July 15.63 July 70.25
August * August * August 17.25 August 19.75 August 12.75 August 83.31
September * September * September 13.88 September 18.75 September 12.88 September 69.50
October * October * October 15.81 October 26.50 October 21.38 October 65.75
November * November * November 19.94 November 27.13 November 34.00 November 52.94
December * December * December 20.50 December 38.00 December 54.50
</TABLE>
The closing price on , 2000 was .
A-12
<PAGE>
JAZZTEL P.L.C. (JAZZ)
Jazztel p.l.c. is a telecommunications and Internet service provider in
Spain and Portugal that focuses on small and medium-sized businesses. Jazztel
is currently constructing a fiber-optic telecommunications network that it
believes will be the first competitive local exchange carrier in Spain and
Portugal. American depositary receipts evidencing American depositary shares of
Jazztel are included in the Europe 2001 HOLDRS and are traded through Nasdaq
NMS. Shares of Jazztel also trade through the European Association of
Securities Dealers Automated Quotation System and on the Madrid Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January 65.38
February * February * February * February * February * February 117.75
March * March * March * March * March * March 80.94
April * April * April * April * April * April 52.00
May * May * May * May * May * May 39.06
June * June * June * June * June * June 26.25
July * July * July * July * July * July 29.50
August * August * August * August * August * August 30.88
September * September * September * September * September * September 22.50
October * October * October * October * October * October 17.69
November * November * November * November * November * November 11.00
December * December * December * December * December 65.13
</TABLE>
The closing price on , 2000 was .
KONINKLIJKE PHILIPS ELECTRONICS N.V. (PHG)
Koninklijke Philips Electronics N.V. develops, manufactures and markets
products and services in the areas of lighting, consumer electronics and
communications, domestic appliances and personal care, semiconductors, medical
systems, business electronics and information technology. The transaction is
subject to customary regulatory approvals and other closing conditions. New
York registered shares of Philips Electronics, included in the Europe 2001
HOLDRS, trade on the New York Stock Exchange. Shares of Philips also trade on
the London International Stock Exchange and on the Amsterdam, Paris, Zurich,
Geneva, Basel, Frankfurt, Luxembourg, Brussels, Vienna and Antwerp Stock
Exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 8.82 January 11.24 January 11.21 January 18.66 January 20.40 January 38.08
February 9.21 February 11.59 February 12.61 February 21.82 February 19.51 February 49.35
March 9.56 March 10.19 March 12.43 March 20.57 March 23.09 March 44.15
April 10.79 April 10.05 April 14.99 April 25.25 April 23.85 April 46.00
May 11.24 May 9.84 May 15.69 May 26.65 May 24.13 May 45.55
June 11.98 June 9.14 June 20.14 June 23.78 June 26.00 June 48.97
July 13.80 July 9.28 July 22.92 July 22.88 July 26.06 July 46.33
August 12.61 August 9.49 August 20.07 August 16.79 August 26.50 August 49.31
September 13.66 September 10.05 September 23.53 September 14.95 September 26.03 September 42.50
October 10.82 October 9.88 October 21.96 October 15.48 October 26.79 October 39.94
November 10.96 November 11.38 November 18.77 November 17.74 November 30.80 November 32.81
December 10.05 December 11.21 December 16.95 December 18.96 December 34.79
</TABLE>
The closing price on , 2000 was .
A-13
<PAGE>
KPNQWEST N.V. (KQIP)
KPNQwest N.V. is a facilities-based, European Internet service provider.
KPNQwest is currently deploying fiber-optic network connecting 50 cities
throughout Europe, and provides a full portfolio of Internet protocol based
services. New York registered shares of KPNQwest, included in the Europe 2001
HOLDRS, trade on the Nasdaq NMS. Shares of KPNQwest also trade on Amsterdam
Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January 63.63
February * February * February * February * February * February 72.50
March * March * March * March * March * March 54.25
April * April * April * April * April * April 40.25
May * May * May * May * May * May 34.75
June * June * June * June * June * June 39.63
July * July * July * July * July * July 33.50
August * August * August * August * August * August 33.19
September * September * September * September * September * September 29.00
October * October * October * October * October * October 24.63
November * November * November * November * November 38.25 November 18.63
December * December * December * December * December 63.75
</TABLE>
The closing price on , 2000 was .
MILLICOM INTERNATIONAL CELLULAR S.A. (MICC)
Millicom International Cellular S.A. is involved in the
telecommunications sector through investments in cellular telephone service
operations, primarily in emerging markets. Millicom also offers broadband
communications, fixed and mobile telephony, data network and Internet services.
American depositary receipts evidencing New York registered shares of Millicom,
included in the Europe 2001 HOLDRS, are traded through Nasdaq NMS. Shares of
Millicom also trade on the Luxembourg Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 26.00 January 39.00 January 36.75 January 37.75 January 35.00 January 71.38
February 27.25 February 37.88 February 38.50 February 44.13 February 26.75 February 71.00
March 26.50 March 43.25 March 41.38 March 44.00 March 26.00 March 57.06
April 24.88 April 47.25 April 45.50 April 39.13 April 34.50 April 53.50
May 24.88 May 48.13 May 45.38 May 38.88 May 36.00 May 42.50
June 29.63 June 47.63 June 47.75 June 43.75 June 31.50 June 35.00
July 29.50 July 38.75 July 56.50 July 46.75 July 30.63 July 44.13
August 29.50 August 39.75 August 51.00 August 31.13 August 25.38 August 44.19
September 32.13 September 40.38 September 52.25 September 24.63 September 28.44 September 35.56
October 33.00 October 39.75 October 42.00 October 33.38 October 33.75 October 30.75
November 30.50 November 37.88 November 37.25 November 33.38 November 47.00 November 22.50
December 30.50 December 32.13 December 37.63 December 34.88 December 62.38
</TABLE>
The closing price on , 2000 was .
A-14
<PAGE>
NOKIA CORP. (NOK)
Nokia Corp. is a leading manufacturer of wireless telephones and a
supplier of wireless and wireline network products and services to
telecommunications operators and Internet service providers. Nokia
telecommunication products include wireless telephones using major digital and
analog standards and network access, switching and management systems. Nokia
also develops and markets digital satellite, cable and land-based television
receivers for broadcast and multimedia applications. American depositary
receipts evidencing American depositary shares of Nokia are included in the
Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of
Nokia also trade on the Helsinki, Frankfurt, Paris, Stockholm and London Stock
Exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 2.29 January 2.34 January 4.19 January 4.75 January 18.02 January 46.00
February 2.35 February 2.18 February 3.66 February 6.30 February 16.95 February 50.88
March 2.30 March 2.14 March 3.64 March 6.75 March 19.47 March 55.50
April 2.56 April 2.28 April 4.04 April 8.36 April 18.55 April 57.25
May 2.91 May 2.72 May 4.13 May 8.12 May 17.81 May 52.00
June 3.74 June 2.31 June 4.61 June 9.09 June 22.89 June 49.94
July 4.13 July 2.20 July 5.35 July 10.91 July 21.27 July 44.31
August 4.33 August 2.64 August 4.84 August 8.35 August 20.91 August 44.94
September 4.36 September 2.77 September 5.86 September 9.78 September 22.47 September 39.81
October 3.48 October 2.90 October 5.52 October 11.63 October 28.89 October 42.75
November 3.39 November 3.51 November 5.20 November 12.25 November 34.50 November 42.75
December 2.44 December 3.60 December 4.34 December 15.05 December 47.77
</TABLE>
The closing price on , 2000 was .
NOVARTIS AG (NVS)
Novartis AG is a pharmaceutical company that is primarily involved in
healthcare, agriculture and nutrition. Novartis develops and sells prescription
medicines and offers over-the-counter medicines such as Maalox and Thera Flu
and also offers the CIBA Vision brand of contact lenses and related products.
Novartis also develops products for sustainable agriculture and provides
pharmaceuticals for animal health. American depositary receipts evidencing
American depositary shares of Novartis are included in the Europe 2001 HOLDRS
and are traded on the New York Stock Exchange. Prior to listing on the New York
Stock Exchange on May 11, 2000, Novartis' American depositary receipts were
traded in the United States in the over-the-counter market. Shares of Novartis
also trade on the Swiss Stock Exchange and the London International Stock
Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January 28.62 January 42.86 January 46.78 January 30.86
February * February * February 28.58 February 45.60 February 43.86 February 31.83
March * March * March 30.99 March 44.24 March 40.55 March 34.19
April * April * April 32.95 April 41.34 April 36.67 April 35.01
May * May * May 33.93 May 42.40 May 36.36 May 36.88
June * June * June 40.02 June 41.60 June 36.51 June 40.00
July * July * July 40.13 July 42.17 July 36.07 July 38.56
August * August * August 35.51 August 38.87 August 35.97 August 37.81
September * September * September 38.39 September 40.07 September 37.09 September 38.69
October * October * October 39.26 October 45.05 October 37.41 October 38.38
November * November * November 39.95 November 47.07 November 38.96 November 40.56
December * December 28.54 December 40.62 December 49.15 December 36.51
</TABLE>
The closing price on , 2000 was .
A-15
<PAGE>
QIAGEN N.V. (QGENF)
QIAGEN N.V. produces and distributes biotechnology products for the
separation, purification and handling of nucleic acids, which are used in drug
screening and the development of genetic vaccinations. QIAGEN's products are
sold to academic research markets and to leading pharmaceutical and
biotechnology companies. QIAGEN also assembles and distributes robotic
equipment to be used with their products. New York registered shares of QIAGEN,
included in the Europe 2001 HOLDRS, are traded through the Nasdaq NMS. Shares
of QIAGEN also trade on the Frankfurt Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January 3.14 January 5.63 January 8.61 January 24.72
February * February * February 3.22 February 5.96 February 9.05 February 43.63
March * March * March 4.16 March 8.34 March 8.52 March 34.00
April * April * April 4.34 April 8.17 April 9.16 April 36.28
May * May * May 4.88 May 7.69 May 8.77 May 38.09
June * June 1.89 June 6.02 June 7.88 June 8.50 June 43.50
July * July 2.80 July 6.75 July 8.06 July 9.00 July 49.75
August * August 2.98 August 5.97 August 6.22 August 10.94 August 47.75
September * September 3.69 September 5.81 September 6.81 September 10.66 September 47.13
October * October 3.42 October 5.70 October 7.59 October 13.34 October 43.13
November * November 3.33 November 5.61 November 7.63 November 16.75 November 34.56
December * December 3.22 December 5.58 December 7.53 December 18.88
</TABLE>
The closing price on , 2000 was .
REPSOL YPF, S.A. (REP)
Repsol YPF, S.A. is involved in a variety of aspects of the petroleum
business, including exploration, development and production of crude oil and
natural gas and the transportation, refining and petrochemicals and
derivatives. American depositary receipts evidencing American depositary shares
of Repsol are included in the Europe 2001 HOLDRS and are traded on the New York
Stock Exchange. Shares of Repsol also trade on the Madrid Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 9.33 January 11.63 January 13.21 January 14.23 January 18.10 January 19.00
February 9.54 February 12.08 February 12.67 February 14.83 February 17.50 February 19.13
March 9.67 March 12.46 March 13.58 March 16.96 March 17.08 March 21.31
April 10.67 April 12.33 April 13.96 April 18.23 April 16.50 April 20.63
May 10.83 May 11.29 May 14.04 May 18.25 May 18.00 May 21.06
June 10.54 June 11.58 June 14.15 June 18.33 June 20.31 June 19.81
July 11.13 July 11.13 July 13.38 July 17.90 July 20.69 July 18.88
August 10.54 August 10.88 August 13.13 August 14.65 August 20.88 August 19.81
September 10.54 September 11.04 September 14.46 September 14.06 September 19.94 September 18.31
October 9.88 October 10.88 October 14.17 October 16.67 October 20.50 October 15.94
November 10.54 November 12.21 November 14.38 November 18.71 November 21.75 November 16.38
December 10.96 December 12.71 December 14.19 December 18.21 December 23.25
</TABLE>
The closing price on , 2000 was .
A-16
<PAGE>
ROYAL DUTCH PETROLEUM COMPANY (RD)
Royal Dutch Petroleum Company is a holding company which owns 60% of the
companies comprising the Royal Dutch/Shell group of companies. The Royal
Dutch/Shell group of companies was formed out of an alliance between Royal
Dutch Petroleum and The "Shell" Transport and Trading Company, p.l.c. The
companies primarily engage in the development and distribution of oil and
natural gas and related products and services. The companies also have
investments in chemicals, coal, solar energy and power generation businesses.
Royal Dutch Petroleum together with The "Shell" Transport and Trading Company,
p.l.c. owns 100% of the outstanding shares of the companies included in the
Royal Dutch/Shell group of companies. New York registered shares of Royal Dutch
Petroleum, included in the Europe 2001 HOLDRS, are traded on the New York Stock
Exchange. Shares of Royal Dutch Petroleum also trade on the London
International Stock Exchange and on the Brussels, Frankfurt, Geneva, Basel,
Vienna, Paris, Luxembourg, and Zurich Stock Exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 27.97 January 34.75 January 43.34 January 51.25 January 40.06 January 55.06
February 28.03 February 34.44 February 43.25 February 54.31 February 43.88 February 52.75
March 30.00 March 35.31 March 43.75 March 56.81 March 52.00 March 57.81
April 31.00 April 35.78 April 45.06 April 56.50 April 58.69 April 57.38
May 31.69 May 37.48 May 48.81 May 56.13 May 56.56 May 62.44
June 30.47 June 38.44 June 54.38 June 54.81 June 60.25 June 61.56
July 31.75 July 37.72 July 55.94 July 51.00 July 61.00 July 58.25
August 29.81 August 37.34 August 50.75 August 40.00 August 61.88 August 61.19
September 30.69 September 39.03 September 55.50 September 47.63 September 59.06 September 59.94
October 30.72 October 41.34 October 52.69 October 49.31 October 59.94 October 59.38
November 32.09 November 42.47 November 52.69 November 46.94 November 58.00 November 59.69
December 35.28 December 42.69 December 54.19 December 47.88 December 60.56
</TABLE>
The closing price on , 2000 was .
RYANAIR HOLDINGS P.L.C. (RYAAY)
Ryanair Holdings p.l.c. operates a passenger airline serving routes
primarily between Ireland and the United Kingdom. Ryanair currently offers
scheduled flights per day serving locations in England, Ireland, Scotland,
Wales and continental Europe. It also provides related services to its
customers, including charter flights and cargo services. American depositary
receipts evidencing American depositary shares of Ryanair are included in the
Europe 2001 HOLDRS and are traded through Nasdaq NMS. Shares of Ryanair also
trade on the Irish Stock Exchange and London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January 12.38 January 17.13 January 34.06
February * February * February * February 18.50 February 18.94 February 34.00
March * March * March * March 18.50 March 20.38 March 45.88
April * April * April * April 19.19 April 22.38 April 40.75
May * May * May 12.38 May 17.56 May 22.00 May 40.50
June * June * June 13.56 June 17.81 June 26.50 June 36.50
July * July * July 14.13 July 19.50 July 26.00 July 42.13
August * August * August 13.75 August 14.75 August 22.94 August 36.75
September * September * September 15.02 September 17.13 September 22.94 September 38.50
October * October * October 12.50 October 14.69 October 20.63 October 40.31
November * November * November 13.38 November 13.63 November 24.94 November 48.50
December * December * December 12.56 December 18.88 December 27.56
</TABLE>
The closing price on , 2000 was .
A-17
<PAGE>
SAP AG (SAP)
SAP AG develops and markets software that integrates the way businesses
interact internally and with third parties. SAP software enables companies of
all sizes and industries to fully interact with their employees, customers and
partners. Specifically, SAP software is designed to optimize supply chains,
manage strategic relationships, reduce time to market and share information.
SAP's preference shares, which are included in the Europe 2001 HOLDRS, are
listed on the New York Stock Exchange through American depositary receipts and
also trade on the Frankfurt Stock Exchange and the Swiss Stock Exchange. SAP
preference shares have limited voting rights and holders of the preference
shares may vote only on matters affecting their rights in the preference
shares.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January 12.73 January 12.51 January 30.24 January 33.94 January 65.19
February * February 13.08 February 12.85 February 34.31 February 32.00 February 71.31
March * March 11.99 March 14.27 March 35.41 March 26.31 March 59.75
April * April 11.04 April 15.33 April 41.52 April 31.38 April 49.13
May * May 11.64 May 15.18 May 46.23 May 33.56 May 42.88
June * June 12.34 June 17.29 June 56.50 June 34.63 June 46.94
July * July 11.90 July 20.21 July 61.37 July 31.69 July 55.75
August * August 13.67 August 19.10 August 41.88 August 33.00 August 64.19
September * September 14.00 September 22.25 September 38.94 September 37.75 September 61.50
October 12.77 October 11.21 October 24.84 October 42.06 October 36.56 October 51.00
November 13.15 November 11.45 November 25.63 November 42.31 November 33.56 November 33.25
December 12.62 December 11.61 December 27.25 December 36.06 December 52.06
</TABLE>
The closing price on , 2000 was .
SCOTTISH POWER P.L.C. (SPI)
Scottish Power is involved in the generation, transmission and
distribution of electricity to residential, commercial and industrial customers
in the United Kingdom and the northwest United States. In addition, Scottish
Power provides gas supply services, water and wastewater services and
telecommunications services. American depositary receipts evidencing American
depositary shares of Scottish Power are included in the Europe 2001 HOLDRS and
are traded through Nasdaq NMS. Shares of Scottish Power also trade on the
London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 20.83 January 22.97 January 24.01 January 35.00 January 42.25 January 27.69
February 20.73 February 22.41 February 22.91 February 34.38 February 37.56 February 30.06
March 20.91 March 21.10 March 23.22 March 37.94 March 35.19 March 31.69
April 21.76 April 22.36 April 24.21 April 36.50 April 33.50 April 31.94
May 21.22 May 19.71 May 25.13 May 36.50 May 35.38 May 32.06
June 20.62 June 18.89 June 26.03 June 35.25 June 35.00 June 33.44
July 20.13 July 19.62 July 28.23 July 38.75 July 33.63 July 33.13
August 21.10 August 19.16 August 28.22 August 39.13 August 36.81 August 30.13
September 22.28 September 19.10 September 31.00 September 39.75 September 36.31 September 30.06
October 22.03 October 20.49 October 30.75 October 40.00 October 36.81 October 30.19
November 23.00 November 22.72 November 33.00 November 42.88 November 34.94 November 29.38
December 22.98 December 24.10 December 35.63 December 41.31 December 28.00
</TABLE>
The closing price on , 2000 was .
A-18
<PAGE>
SERONO S.A. (SRA)
Serono S.A. is a biotechnology company that focuses on research and
development and manufacturing and marketing of drugs in the reproductive
health, neurology, metabolism and growth areas. The company operates globally
and has entered into exclusive agreements with biotechnology companies in
Britain and the United States related to research, development,
commercialization and delivery of Serono products. American depositary receipts
evidencing American depositary shares of Serono are included in the Europe 2001
HOLDRS and are traded on the New York Stock Exchange. Shares of Serono also
trade on the Swiss Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January *
February * February * February * February * February * February *
March * March * March * March * March * March *
April * April * April * April * April * April *
May * May * May * May * May * May *
June * June * June * June * June * June *
July * July * July * July * July * July 27.00
August * August * August * August * August * August 28.63
September * September * September * September * September * September 30.25
October * October * October * October * October * October 22.63
November * November * November * November * November * November 21.38
December * December * December * December * December *
</TABLE>
The closing price on , 2000 was .
SHIRE PHARMACEUTICALS GROUP P.L.C. (SHPGY)
Shire Pharmaceuticals Group p.l.c. is an international pharmaceutical
company focused on four therapeutic areas: central nervous system disorders,
metabolic diseases, cancer and gastrointestinal disorders. Shire develops,
manufactures and markets pharmaceutical products. American depositary receipts
evidencing American depositary shares of Shire are included in the Europe 2001
HOLDRS and are traded on the New York Stock Exchange. Shares of Shire also
trade on the London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January 21.13 January 40.69
February * February * February * February * February 20.50 February 48.00
March * March * March * March 21.44 March 22.81 March 51.25
April * April * April * April 22.50 April 21.63 April 40.25
May * May * May * May 19.50 May 23.75 May 43.63
June * June * June * June 21.38 June 26.00 June 51.88
July * July * July * July 24.00 July 25.38 July 54.75
August * August * August * August 18.75 August 25.00 August 56.50
September * September * September * September 21.88 September 28.81 September 51.63
October * October * October * October 21.75 October 31.75 October 62.88
November * November * November * November 22.00 November 30.69 November 45.63
December * December * December * December 20.25 December 29.13
</TABLE>
The closing price on , 2000 was .
A-19
<PAGE>
SMARTFORCE PUBLIC LIMITED COMPANY (SMTF)
Smartforce Public Limited Company provides an interactive software
platform for business education and training of employees in businesses and
organizations in areas, including information technology, business skills,
interpersonal skills and project management. Smartforce generates revenue
principally from software license agreements covering licenses of their courses
to companies for a period of one or more years. American depositary receipts
evidencing American depositary shares of Smartforce are included in the Europe
2001 HOLDRS and are traded through Nasdaq NMS.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January 13.56 January 31.88 January 45.44 January 17.88 January 34.00
February * February 14.13 February 27.25 February 45.75 February 15.94 February 44.06
March * March 18.38 March 24.94 March 51.75 March 11.44 March 45.88
April 6.63 April 18.50 April 24.31 April 50.88 April 15.50 April 47.75
May 8.94 May 23.50 May 27.25 May 49.75 May 15.25 May 42.06
June 10.59 June 23.13 June 31.56 June 53.50 June 16.50 June 48.00
July 11.33 July 21.88 July 33.13 July 58.00 July 28.00 July 44.25
August 9.88 August 22.38 August 32.50 August 47.00 August 21.00 August 52.00
September 11.94 September 23.50 September 40.13 September 13.50 September 24.63 September 47.38
October 11.28 October 27.50 October 38.38 October 11.94 October 20.63 October 50.33
November 13.50 November 28.75 November 35.31 November 10.50 November 24.50 November 32.06
December 13.25 December 27.13 December 41.06 December 14.88 December 33.50
</TABLE>
The closing price on , 2000 was .
SMITHKLINE BEECHAM P.L.C. (SBH)
SmithKline Beecham p.l.c., manufactures and markets pharmaceuticals,
vaccines, over-the-counter medicines and health-related consumer products which
are sold primarily in the United States, the United Kingdom, Germany, France,
Italy, Spain, Japan, India and Australia. SmithKline's principal consumer
healthcare products include Nicorette, Tums, Contac, Tagamet HB and Aquafresh
toothpaste. On January 17, 2000, SmithKline announced that it entered into a
merger agreement with Glaxo Wellcome p.l.c. On October 9, 2000, SmithKline
announced that it entered into an agreement to acquire Block Drug Company, Inc.
Both transactions are subject to regulatory approval and customary closing
conditions. American depositary receipts evidencing American depositary shares
of SmithKline are included in the Europe 2001 HOLDRS and are traded on the New
York Stock Exchange. Shares of SmithKline also trade on the London
International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 17.92 January 27.12 January 36.06 January 63.13 January 67.81 January 61.00
February 19.70 February 26.75 February 37.13 February 61.88 February 71.13 February 56.19
March 19.02 March 25.22 March 35.00 March 62.69 March 71.50 March 66.06
April 19.51 April 27.00 April 40.31 April 59.56 April 65.69 April 68.75
May 19.94 May 25.50 May 43.75 May 53.81 May 65.63 May 63.19
June 22.09 June 27.13 June 45.81 June 60.50 June 66.06 June 65.19
July 22.34 July 26.88 July 48.56 July 57.50 July 60.06 July 64.00
August 22.64 August 29.13 August 43.31 August 56.88 August 63.75 August 65.31
September 24.97 September 30.44 September 48.88 September 54.75 September 57.63 September 68.63
October 25.53 October 31.31 October 47.63 October 63.75 October 64.00 October 65.19
November 26.26 November 34.44 November 49.63 November 60.94 November 66.50 November 64.75
December 27.12 December 34.00 December 51.44 December 69.50 December 64.13
</TABLE>
The closing price on , 2000 was .
A-20
<PAGE>
SONERA GROUP P.L.C. (SNRA)
Sonera Group p.l.c. provides telecommunication services to residential
and business customers, primarily in Finland. Sonera's major lines of business
include mobile communications and services, media communications and new
services, and fixed network voice and data services. Sonera recently announced
that it intends to make initial public offerings of each of its wireless
portal, wireless certification and Internet network media service subsidiaries.
American depositary receipts representing American depositary shares of Sonera
are included in the Europe 2001 HOLDRS and are traded through the Nasdaq NMS.
Shares of Sonera also trade on the Helsinki Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January 69.25
February * February * February * February * February * February 78.50
March * March * March * March * March * March 66.38
April * April * April * April * April * April 54.50
May * May * May * May * May * May 50.44
June * June * June * June * June * June 46.00
July * July * July * July * July * July 39.69
August * August * August * August * August * August 33.81
September * September * September * September * September * September 25.25
October * October * October * October * October 31.00 October 22.38
November * November * November * November * November 40.13 November 18.63
December * December * December * December * December 69.25
</TABLE>
The closing price on , 2000 was .
STMICROELECTRONICS N.V. (STM)
STMicroelectronics N.V. designs, develops, manufactures and markets a
broad range of semiconductor integrated circuits and devices used in a wide
variety of microelectronic applications, including telecommunications systems,
computer systems, consumer products, automotive products and industrial
automation and control systems. STMicroelectronics markets and sells its
products primarily through its direct sales force, distributors and
representatives. New York registered shares of STMicroelectronics, included in
the Europe 2001 HOLDRS, are traded on the New York Stock Exchange. Shares of
STMicroelectronics also trade on the Paris and Italian Stock Exchanges and are
also quoted on SEAQ International.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 4.15 January 6.04 January 11.79 January 11.32 January 17.42 January 56.13
February 4.17 February 6.15 February 11.00 February 12.69 February 14.56 February 66.67
March 4.96 March 6.04 March 11.00 March 12.93 March 16.19 March 62.40
April 6.21 April 7.83 April 13.06 April 14.08 April 17.00 April 63.23
May 5.88 May 7.00 May 13.92 May 12.90 May 19.35 May 60.06
June 6.77 June 5.98 June 13.33 June 11.65 June 23.10 June 64.19
July 7.88 July 5.75 July 15.23 July 10.60 July 23.50 July 56.94
August 8.02 August 6.81 August 15.48 August 8.70 August 22.35 August 61.69
September 8.10 September 7.90 September 15.65 September 7.49 September 24.69 September 47.63
October 7.54 October 8.73 October 11.88 October 10.14 October 30.29 October 51.94
November 6.21 November 11.10 November 11.70 November 11.19 November 41.69 November 40.75
December 6.71 December 11.67 December 10.18 December 13.01 December 50.48
</TABLE>
The closing price on , 2000 was .
A-21
<PAGE>
TELEFONICA S.A. (TEF)
Telefonica, S.A. is a supplier of telecommunications services in Spain,
Portugal and Latin America. Telefonica provides its clients with customized
integrated solutions in the areas of communications-fixed-line, mobile,
internet, data and television. American depositary receipts evidencing American
depositary shares of Telefonica are included in the Europe 2001 HOLDRS and are
traded on the New York Stock Exchange. Shares of Telefonica also trade on the
London, Paris, Frankfurt, Tokyo, Buenos Aires, Sao Paulo and Lima stock
exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 12.05 January 14.42 January 22.88 January 31.90 January 45.18 January 76.00
February 12.25 February 16.05 February 22.51 February 33.82 February 44.93 February 86.69
March 12.25 March 15.52 March 23.45 March 43.22 March 41.75 March 74.38
April 12.01 April 17.20 April 25.16 April 40.83 April 45.55 April 66.25
May 13.07 May 17.12 May 28.55 May 43.95 May 47.14 May 60.88
June 12.66 June 18.01 June 28.19 June 45.45 June 48.08 June 64.06
July 13.32 July 17.08 July 25.82 July 47.55 July 46.81 July 63.31
August 13.28 August 18.10 August 25.41 August 35.66 August 47.24 August 57.31
September 13.44 September 18.18 September 30.76 September 35.27 September 47.06 September 59.44
October 12.30 October 19.69 October 26.88 October 44.75 October 48.96 October 57.94
November 13.56 November 21.57 November 28.27 November 45.55 November 62.13 November 47.31
December 13.68 December 22.63 December 29.76 December 44.24 December 78.81
</TABLE>
The closing price on , 2000 was .
TERRA LYCOS, INC. (TRLY)
Terra Networks, Inc. provides Internet access and local-language
interactive content and services to Spanish and Portuguese-speaking residential
and small office/home office customers in Spain, Brazil, Mexico, Peru, Chile
and Guatemala. American depositary receipts evidencing American depositary
shares of Terra Lycos are included in the Europe 2001 HOLDRS and are traded
through Nasdaq NMS. Shares of Terra Lycos also trade on the Madrid Stock
Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January 87.81
February * February * February * February * February * February 129.63
March * March * March * March * March * March 78.50
April * April * April * April * April * April 62.50
May * May * May * May * May * May 43.63
June * June * June * June * June * June 36.47
July * July * July * July * July * July 38.19
August * August * August * August * August * August 40.13
September * September * September * September * September * September 36.75
October * October * October * October * October * October 24.19
November * November * November * November * November 33.75 November 14.00
December * December * December * December * December 54.75
</TABLE>
The closing price on , 2000 was .
A-22
<PAGE>
TOTAL FINA ELF S.A. (TOT)
Total Fina Elf S.A. is an international oil and gas company. Total Fina
is involved in many aspects of the petroleum industry, including oil and gas
exploration, development and production, refining and marketing and trading and
shipping of crude oil and petroleum products. Total Fina also produces
petrochemicals and specialty chemical products for industrial and consumer use.
In addition, Total Fina is involved in the coal mining, nuclear power,
cogeneration and electricity sectors. American depositary receipts evidencing
American depositary shares of Total Fina are included in the Europe 2001 HOLDRS
and are traded on the New York Stock Exchange. Shares of Total Fina also trade
on the Paris Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 28.38 January 34.50 January 43.13 January 51.88 January 51.25 January 62.25
February 27.75 February 32.88 February 39.63 February 55.00 February 51.63 February 67.13
March 30.00 March 34.00 March 42.38 March 60.06 March 61.00 March 73.63
April 31.38 April 34.25 April 41.63 April 58.75 April 68.00 April 75.63
May 31.00 May 36.00 May 45.63 May 62.31 May 60.81 May 78.94
June 30.25 June 37.13 June 50.63 June 65.38 June 64.44 June 76.81
July 31.13 July 35.75 July 50.44 July 57.19 July 63.63 July 73.56
August 29.75 August 37.13 August 47.38 August 48.06 August 65.04 August 74.50
September 30.13 September 39.13 September 57.31 September 62.81 September 63.44 September 73.44
October 30.88 October 39.00 October 55.50 October 58.50 October 66.69 October 71.63
November 30.88 November 40.38 November 52.56 November 61.13 November 66.13 November 70.63
December 34.00 December 40.25 December 55.75 December 49.75 December 69.25
</TABLE>
The closing price on , 2000 was .
UBS AG (UBS)
UBS AG is a global investment banking services firm that offers
investment, trading and risk management services. On November 3, 2000, UBS
acquired Paine Webber Group, Inc. UBS's clients include international
corporations, small and medium-sized businesses in Switzerland, governments and
other public bodies, financial institutions, market participants and
individuals. Global shares of UBS, included in the Europe 2001 HOLDRS, are
traded on the New York Stock Exchange. Shares of UBS also trade on the Zurich
Stock Exchange and the Tokyo Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January *
February * February * February * February * February * February *
March * March * March * March * March * March *
April * April * April * April * April * April *
May * May * May * May * May * May 135.25
June * June * June * June * June * June 147.00
July * July * July * July * July * July 144.00
August * August * August * August * August * August 146.19
September * September * September * September * September * September 135.44
October * October * October * October * October * October 140.00
November * November * November * November * November * November 137.25
December * December * December * December * December *
</TABLE>
The closing price on , 2000 was .
A-23
<PAGE>
UNILEVER N.V. (UN)
Unilever N.V. is an international supplier of consumer goods in the food,
home and personal care product categories. Unilever products include culinary,
frozen food, deodorant, hair care, laundry, cooking, skin and oral care and
fragrance products sold under such brand names as Ponds, Dove, Lipton and
Magnum. New York registered shares of Unilever, included in the Europe 2001
HOLDRS, trade on the New York Stock Exchange. Shares of Unilever also trade on
the Amsterdam, London, Belgium, France, Germany, Luxembourg and Swiss Stock
Exchanges.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 33.04 January 40.57 January 46.06 January 63.91 January 85.68 January 46.25
February 34.02 February 37.66 February 53.34 February 72.03 February 81.13 February 45.50
March 36.75 March 38.01 March 52.15 March 76.86 March 74.41 March 48.13
April 37.42 April 38.22 April 54.95 April 83.58 April 72.73 April 45.56
May 35.63 May 37.77 May 54.25 May 88.41 May 65.31 May 50.81
June 36.44 June 40.64 June 61.04 June 88.41 June 69.75 June 43.00
July 36.89 July 39.83 July 61.04 July 78.12 July 69.88 July 44.25
August 34.62 August 40.18 August 56.35 August 71.12 August 68.88 August 47.25
September 36.40 September 44.14 September 59.54 September 68.60 September 68.13 September 48.25
October 36.68 October 42.81 October 59.78 October 84.28 October 66.69 October 50.81
November 37.21 November 48.48 November 65.03 November 87.08 November 54.44 November 62.06
December 39.41 December 49.07 December 69.93 December 92.89 December 54.44
</TABLE>
The closing price on , 2000 was .
UNITED PAN-EUROPE COMMUNICATIONS N.V. (UPCOY)
United Pan-Europe Communications N.V. owns and operates broadband
communications networks in 17 countries in Europe and also in Israel. United
Pan-Europe provides communications services in Europe through its cable
television, telephony, Internet/data services, direct-to-home and media
business lines. American depositary receipts evidencing American depositary
shares of United Pan-Europe are included in the Europe 2001 HOLDRS and trade
through the Nasdaq NMS. Shares of United Pan-Europe also trade on the Amsterdam
Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January * January * January 42.50
February * February * February * February * February 12.60 February 66.21
March * March * March * March * March 12.75 March 49.56
April * April * April * April * April 16.98 April 36.56
May * May * May * May * May 20.54 May 25.63
June * June * June * June * June 18.42 June 27.00
July * July * July * July * July 21.33 July 25.63
August * August * August * August * August 20.25 August 24.00
September * September * September * September * September 20.33 September 19.44
October * October * October * October * October 25.83 October 18.25
November * November * November * November * November 32.25 November 11.75
December * December * December * December * December 42.50
</TABLE>
The closing price on , 2000 was .
A-24
<PAGE>
VIVENDI (V)
Vivendi provides communications and environmental management services.
Vivendi's communications services include a variety of communications,
entertainment and educational products and services, including mobile
telephone, Internet services, film production and publishing. Vivendi also
offers a variety of environmental services, including water treatment and
systems operation, waste management, energy and transportation services to
public authorities and industrial, commercial and residential customers. On
June 20, 2000, Vivendi announced that it had entered into a merger agreement
with The Seagram Company Ltd. and CANAL+. This transaction is still subject to
regulatory and stockholder approval and customary closing conditions. American
depositary receipts evidencing American depositary shares of Vivendi are
included in the Europe 2001 HOLDRS and are traded on the New York Stock
Exchange. Shares of Vivendi also trade on the Paris Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January 7.07 January 8.54 January 9.68 January 19.49 January 20.55
February * February 6.68 February 9.28 February 10.49 February 17.38 February 23.49
March * March 6.82 March 9.06 March 10.82 March 16.40 March 23.06
April * April 7.24 April 9.29 April 12.39 April 15.59 April 19.83
May * May 7.12 May 8.22 May 13.39 May 14.58 May 21.33
June 7.43 June 7.45 June 8.55 June 14.24 June 16.20 June 17.72
July 7.90 July 6.86 July 8.43 July 14.59 July 15.72 July 15.98
August 7.05 August 6.44 August 7.45 August 13.29 August 15.44 August 16.36
September 6.42 September 7.25 September 7.84 September 13.27 September 14.05 September 14.81
October 6.19 October 7.97 October 7.79 October 15.22 October 15.15 October 14.56
November 6.50 November 8.22 November 8.81 November 15.12 November 16.01 November 12.38
December 6.66 December 8.25 December 9.31 December 17.31 December 17.97
</TABLE>
The closing price on , 2000 was .
VODAFONE AIRTOUCH P.L.C. (VOD)
Vodafone Airtouch p.l.c. provides international wireless
telecommunications services which include selling and renting cellular
telephone equipment, providing messaging and data transmission facilities and
access to information services. Vodafone's principal business is the operation
of digital and analog wireless telephone networks in the United Kingdom.
Vodafone also has investments in several international telecommunications
operations. Service on Vodafone networks is generally sold by third-party
service providers or retailers who also sell or rent cellular telephone
equipment. American depositary receipts evidencing American depositary shares
of Vodafone are included in the Europe 2001 HOLDRS and are traded on the New
York Stock Exchange. Shares of Vodafone also trade on the London International
Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 6.13 January 7.15 January 8.60 January 15.05 January 39.05 January 56.00
February 6.13 February 7.08 February 9.50 February 17.70 February 36.44 February 57.69
March 6.63 March 7.50 March 8.83 March 20.78 March 37.55 March 55.56
April 6.38 April 8.03 April 8.85 April 21.99 April 35.91 April 47.00
May 6.75 May 7.93 May 8.93 May 21.98 May 38.28 May 45.81
June 7.58 June 7.38 June 9.69 June 25.21 June 39.40 June 41.44
July 7.88 July 7.15 July 10.10 July 27.30 July 42.10 July 43.13
August 8.38 August 7.58 August 10.19 August 25.13 August 40.11 August 40.94
September 8.20 September 6.83 September 10.75 September 22.68 September 47.55 September 37.00
October 8.18 October 7.73 October 10.98 October 26.93 October 47.63 October 42.56
November 7.20 November 8.65 November 13.20 November 29.54 November 47.19 November 34.38
December 7.05 December 8.28 December 14.53 December 32.23 December 49.50
</TABLE>
The closing price on , 2000 was .
A-25
<PAGE>
WPP GROUP PLC (WPPGY)
WPP Group plc is an international communication services organization
that provides advertising, media investment management, information and
consultancy, public relations and public affairs, branding and identity,
healthcare and specialist communications. American depositary receipts
evidencing American depositary shares of WPP Group are included in the Europe
2001 HOLDRS and traded through Nasdaq NMS. Shares of WPP Group also trade on
the London International Stock Exchange.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 8.75 January 13.00 January 19.56 January 21.75 January 37.41 January 81.00
February 8.44 February 13.75 February 21.50 February 26.81 February 39.81 February 99.00
March 7.97 March 15.31 March 20.38 March 29.00 March 43.25 March 86.75
April 8.75 April 15.50 April 20.44 April 32.19 April 43.88 April 77.38
May 9.69 May 15.38 May 19.69 May 32.00 May 40.81 May 60.56
June 9.38 June 16.75 June 20.38 June 33.63 June 42.88 June 72.63
July 10.78 July 16.25 July 20.56 July 33.69 July 44.75 July 69.00
August 13.13 August 18.19 August 23.00 August 27.19 August 46.97 August 70.63
September 12.03 September 18.31 September 22.94 September 22.81 September 46.50 September 59.31
October 12.03 October 18.44 October 23.06 October 24.88 October 54.94 October 66.88
November 12.13 November 18.31 November 22.66 November 27.75 November 72.50 November 53.44
December 12.69 December 21.47 December 22.56 December 30.88 December 83.13
</TABLE>
The closing price on , 2000 was .
A-26
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[LOGO OF HOLDRS]
1,000,000,000 Depositary Receipts
Europe 2001 HOLDRSSM Trust
---------------------
PROSPECTUS
---------------------
Merrill Lynch & Co.
Robert W. Baird & Co.
A.G. Edwards & Sons, Inc.
First Union Securities, Inc.
Legg Mason Wood Walker
Incorporated
Morgan Keegan & Company, Inc.
Raymond James & Associates, Inc.
Sutro & Co. Incorporated
Tucker Anthony Capital Markets
, 2000
Until , 2000 (25 days after the date of this prospectus), all
dealers effecting transactions in the offered Europe 2001 HOLDRS, whether or
not participating in this distribution, may be required to deliver a
prospectus. This requirement is in addition to the obligations of dealers to
deliver a prospectus when acting as underwriters and with respect to unsold
allotments or subscriptions.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses expected to be incurred in connection with the issuance and
distribution of the securities being registered, other than underwriting
compensation, are as set forth below. Except for the registration fee payable
to the Securities and Exchange Commission, all such expenses are estimated:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................. $
Printing and engraving expenses.....................................
Legal fees and expenses.............................................
Miscellaneous.......................................................
---
Total............................................................. $
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or
is or was serving at its request in such capacity in another corporation or
business association, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
Article XIV, Section 2 of the Restated Certificate of Incorporation of
Merrill Lynch, Pierce, Fenner & Smith Incorporated provides in effect that,
subject to certain limited exceptions, Merrill Lynch, Pierce, Fenner & Smith
Incorporated shall indemnify its directors and officers to the full extent
authorized or permitted by law.
The directors and officers of Merrill Lynch, Pierce, Fenner & Smith
Incorporated are insured under policies of insurance maintained by Merrill
Lynch, Pierce, Fenner & Smith Incorporated, subject to the limits of the
policies, against certain losses arising from any claim made against them by
reason of being or having been such directors or officers. In addition, Merrill
Lynch, Pierce, Fenner & Smith Incorporated has entered into contracts with all
of its directors providing for indemnification of such persons by Merrill
Lynch, Pierce, Fenner & Smith Incorporated to the full extent authorized or
permitted by law, subject to certain limited exceptions.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933.
II-1
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(4) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(5) For purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to Item 15 of this
registration statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, on December 1,
2000.
Merrill Lynch, Pierce, Fenner &
Smith
Incorporated
/s/ Ahmass L. Fakahany
By: ______________________
Ahmass L. Fakahany
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities indicated on December 1, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chief Executive Officer, Chairman of
______________________________________ the Board and Director
John L. Steffens
* Director
______________________________________
E. Stanley O'Neal
* Director
______________________________________
George A. Schieren
* Director
______________________________________
Thomas H. Patrick
* Senior Vice President and
______________________________________ Chief Financial Officer
Ahmass L. Fakahany
* First Vice President and Controller
______________________________________
Dominic A. Carone
/s/ Stephen G. Bodurtha Attorney-in-Fact
______________________________________
Stephen G. Bodurtha
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibits
<TABLE>
<C> <S>
4.1 Standard Terms for Depositary Trust Agreements between Merrill Lynch,
Pierce, Fenner & Smith Incorporated and The Bank of New York, as Trustee
dated as of September 2, 1999, and included as exhibits thereto, form of
Depositary Trust Agreement and form of HOLDRS and Form of Amendment No.
3 to the Standard Terms for Depositary Trust Agreements
5.1 Opinion of Shearman & Sterling regarding the validity of the Europe 2001
HOLDRS Receipts
8.1 Opinion of Shearman & Sterling, as special U.S. tax counsel regarding
the material federal income tax consequences
*24.1 Power of Attorney (included in Part II of Registration Statement)
</TABLE>
--------
* Previously filed.
II-4
