<PAGE>
As filed with the Securities and Exchange Commission on June 5, 2000
Registration No. 333-36490
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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)
---------------
Utilities HOLDRSSM Trust
yet-to-be formed
[Issuer with respect to the receipts]
Delaware 6211 13-5674085
(State or other (Primary Standard (I.R.S. Employer
jurisdiction Industrial Identification Number)
of incorporation or Classification Code
organization) Number)
---------------
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)
---------------
Andrea L. Dulberg, Esq. Copies to:
Corporate Secretary Andrew B. Janszky
Merrill Lynch, Pierce, Fenner & Shearman & Sterling
Smith Incorporated 599 Lexington Avenue
250 Vesey Street New York, New York 10022
New York, New York 10281 (212) 848-4000
(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>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<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)
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Utilities HOLDRS....... 1,000,000,000 $100 $349,750,000 $92,334
receipts
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act. 2,500,000 receipts are
estimated to be offered in the initial offering at $100 per receipt and
997,500,000 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 this
registration fee on May 8, 2000.
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.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<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 June 5, 2000
PROSPECTUS
[LOGO OF HOLDRS UTILITIES]
1,000,000,000 Depositary Receipts
Utilities HOLDRSSM Trust
The Utilities HOLDRSSM Trust will issue Depositary Receipts called
Utilities HOLDRSSM representing your undivided beneficial ownership in the
U.S.-traded common stock of a group of twenty specified companies that are
involved in various segments of the utilities industry. The Bank of New York
will be the trustee. You only may acquire, hold or transfer Utilities HOLDRS in
a round-lot amount of 100 Utilities HOLDRS or round-lot multiples. Utilities
HOLDRS are separate from the underlying deposited common stocks that are
represented by the Utilities HOLDRS. For a list of the names and the number of
shares of the companies that make up a Utilities HOLDR, see "Highlights of
Utilities HOLDRS--The Utilities HOLDRS" starting on page 8. The trust will
issue the additional Utilities HOLDRS on a continuous basis.
Investing in Utilities HOLDRS involves significant risks. See "Risk
factors" starting on page 4.
The initial public offering price for a round-lot of 100 Utilities HOLDRS
will equal the sum of the closing market price on the primary trading market on
the pricing date for each deposited share multiplied by the share amount
specified in this prospectus, plus an underwriting fee.
Utilities 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 Utilities HOLDRS.
Application has been made to list the Utilities HOLDRS on the American Stock
Exchange under the symbol "UTH".
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 Utilities HOLDR.......................... 2%
</TABLE>
-----
* Includes underwriting fee.
For purchases of Utilities HOLDRS in excess of Utilities HOLDRS, the
underwriting fee will be %.
-----------
Merrill Lynch & Co.
A.G. Edwards & Sons, Inc.
First Union Securities, Inc.
-----------
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>
<CAPTION>
Page
----
<S> <C>
Summary.................................................................... 3
Risk Factors............................................................... 4
Highlights of Utilities HOLDRS............................................. 8
The Trust.................................................................. 14
Description of Utilities HOLDRS............................................ 14
Description of the Underlying Securities................................... 15
Description of the Depositary Trust Agreement.............................. 17
Federal Income Tax Consequences............................................ 20
ERISA Considerations....................................................... 21
Plan of Distribution....................................................... 21
Legal Matters.............................................................. 22
Where You Can Find More Information........................................ 22
</TABLE>
---------------
This prospectus contains information you should consider when making your
investment decision. With respect to information about Utilities 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 Utilities HOLDRS in any
jurisdiction where the offer or sale is not permitted.
The Utilities HOLDRS are not registered for public sale outside of the
United States. Non-U.S. receipt holders should consult their tax advisors
regarding U.S. withholding and other taxes which may apply to ownership of the
Utilities HOLDRS or of the underlying securities through an investment in the
Utilities HOLDRS.
2
<PAGE>
SUMMARY
The Utilities HOLDRS Trust will be formed under the depositary trust
agreement, dated as of May 18, 2000 among The Bank of New York, as trustee,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the
owners of the Utilities HOLDRS. The trust is not a registered investment
company under the Investment Company Act of 1940.
The trust will hold shares of common stock issued by 20 specified
companies generally considered to be involved in various segments of the
utilities industry. The number of shares of each common stock held by the
trust with respect to each round-lot of Utilities HOLDRS is specified under
"Highlights of Utilities HOLDRS--The Utilities HOLDRS." This group of common
stocks is referred to as the underlying securities. Except when a
reconstitution event occurs, the underlying securities will not change.
Under no circumstances will a new company be added to the group of
issuers of underlying securities.
The trust will issue Utilities HOLDRS that represent your undivided
beneficial ownership interest in the shares of common stock held by the trust
on your behalf. The Utilities HOLDRS are separate from the underlying common
stocks that are represented by the Utilities HOLDRS.
3
<PAGE>
RISK FACTORS
An investment in Utilities HOLDRS involves risks similar to investing in
each of the underlying securities outside of the Utilities HOLDRS, including
the risks associated with concentrated investments in utilities.
General Risk Factors
. Loss of investment. Because the value of Utilities HOLDRS directly
relates to the value of the underlying securities, you may lose
all or a substantial portion of your investment in the Utilities
HOLDRS if the underlying securities decline in value.
. Discount trading price. Utilities HOLDRS may trade at a discount
to the aggregate value of the underlying securities.
. Not necessarily representative of the utilities industry. While
the underlying securities are common stocks of companies generally
considered to be involved in various aspects of the utilities
industry, the underlying securities and the Utilities HOLDRS may
not necessarily follow the price movements of the entire utilities
industry generally. If the underlying securities decline in value,
your investment in the Utilities HOLDRS will decline in value even
if common stock prices of companies involved in the utilities
industry generally increase in value. Furthermore, after the
initial deposit, one or more of the issuers of the underlying
securities may no longer be involved in the utilities industry. In
this case, the Utilities HOLDRS may no longer consist of
securities issued only by companies involved in the utilities
industry.
. No investigation of underlying securities. The underlying
securities included in the Utilities HOLDRS were selected by
Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the
market capitalization of issuers and the market liquidity of
common stocks in the utilities industry, without regard for the
value, price performance, volatility or investment merit of the
underlying securities. Consequently, the Utilities 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.
. Loss of diversification. As a result of industry developments,
reorganizations, or market fluctuations affecting issuers of the
underlying securities, Utilities HOLDRS may not necessarily
continue to be a diversified investment in the utilities industry.
As a result of market fluctuation and/or reconstitution events,
Utilities HOLDRS may represent a concentrated investment in one or
more of the underlying securities which would reduce investment
diversification 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 Utilities HOLDRS and receive
delivery of each of the underlying securities. The cancellation of
your Utilities HOLDRS will allow you to sell individual underlying
securities or to deliver individual underlying securities in a
tender offer. The cancellation of Utilities HOLDRS will involve
payment of a cancellation fee to the trustee.
. Trading halts. Trading in Utilities HOLDRS may be halted if
trading in one or more of the underlying securities is halted. If
so, you will not be able to trade Utilities HOLDRS even though
there is trading in some of the underlying securities; however,
you will be able to cancel your Utilities HOLDRS to receive the
underlying securities.
4
<PAGE>
. Delisting from the American Stock Exchange. If the number of
companies whose common stock is held in the trust falls below
nine, the American Stock Exchange may consider delisting the
Utilities HOLDRS. If the Utilities HOLDRS are delisted by the
American Stock Exchange, a termination event will result unless
the Utilities HOLDRS are listed for trading on another national
securities exchange or through NASDAQ within five business days
from the date the Utilities 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 Utilities 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 Utilities 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 Utilities HOLDRS, the selection of the utilities industry,
Merrill Lynch's activity in the secondary market in the underlying
securities, and the creation and cancellation of Utilities 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
Utilities HOLDRS. Large volumes of purchasing activity, which may
occur in connection with the issuance of Utilities HOLDRS,
particularly in connection with the initial issuance of Utilities
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 result of the increased purchasing activity in
the underlying securities resulting from the issuance of the
Utilities 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 Utilities HOLDRS will also decline.
5
<PAGE>
Risk Factors Specific to Companies Involved in the Utilities Industry
. The utilities industry is extremely competitive and failure of a
utilities company to maintain a customer base will adversely
affect its operating results. The operations of many utilities
companies, which have traditionally been subject to limited
competitive pressures, are now subject to increased pressures with
others in the industry in supplying the energy needs of consumers.
Many utilities companies may not successfully develop and maintain
a loyal customer base and failure to do so could have a material
adverse effect on their business.
. Utilities companies are subject to extensive regulation by various
federal, state and local governmental agencies in the conduct of
their business. The sale, marketing and distribution of a
utilities companies services are subject to regulation by all
levels of governmental agencies including regulations on rate and
marketing practices, environmental and development restrictions
and regulations with respect to securities offerings. Competitive
pressures by new market participants and changing consumer demands
have resulted in additional changes in the regulatory environment,
such as new regulations allowing consumers a broader choice to
select their utility provider. The failure to obtain necessary
government approvals, the restrictions contained in existing
approvals, loss of or changes to previously obtained approvals or
the failure to comply with regulatory requirements could result in
fines, unanticipated expenditures, interruption of service and
even criminal prosecution. The success of a utilities company will
depend, in part, upon obtaining and maintaining regulatory
approval to offer its products and services and, once approved,
complying with the continued review by regulatory agencies.
. Many utilities companies are subject to laws relating to the
protection of the environment. The operations of many utilities
companies are subject to extensive federal, state and local laws
and regulations relating to the protection of the environment.
Many utilities companies are exposed to significant environmental
costs and liabilities inherent in the industry of a utility
company and there can be no assurance that significant costs and
liabilities will not be incurred, including those relating to
claims for damages to property and persons resulting from
operations. In addition, increasingly stringent federal, state or
local environmental laws and regulations and enforcement policies
will result in increased costs and liabilities.
. The international operations of some utilities companies 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. Many utilities companies have international development
and exploration operations necessary to their businesses. The
risks of international business that the 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.
. Many utilities companies are holding companies that rely on
dividends from their subsidiaries as a substantial portion of
their income and the right to receive dividends may be subordinate
to the interests of third parties. Many utilities companies are
separate and distinct entities from their subsidiaries that
operate utilities and they receive a large portion
6
<PAGE>
of their revenue in dividends from these subsidiaries. The payment
of dividends by these subsidiaries is subject to federal law
restrictions as well as the laws of the respective state of
incorporation. In addition, the right of a parent utility company
to participate in any distribution of assets upon a subsidiary's
liquidation or reorganization is subject to the prior claims of
the subsidiary's creditors. The ability of a utility company to
receive dividends or other distributions may be unpredictable, and
fluctuations in income may adversely affect your investment in the
Utilities HOLDRS.
. Some of the companies involved in the utilities industry are also
engaged in other lines of business unrelated to the utilities
industry, and they may experience problems with these lines of
business which could adversely affect their operating results.
Some of the companies which comprise the Utilities HOLDRS have
lines of business that do not relate to utilities activities and
which may present additional risks not mentioned in this
prospectus. The operating results of these utilities companies may
fluctuate as a result of these additional risks and events in the
other lines of business which may cause unusual volatility in the
stock prices of these companies as compared to other utilities
companies. Despite a company's possible success in the utilities
business, there can be no assurance that the other lines of
business in which these companies are engaged will not have an
adverse effect on a company's business or financial condition.
. Failure to integrate acquisitions could disrupt operations and
prevent the realization of intended benefits. Many utilities
companies are active acquirers of other companies as part of their
business plans. There can be no assurance that many utilities
companies will be able to integrate these acquired companies,
which may result in failure to realize expected cost savings,
increases in revenue and other projected benefits from such
integration. There can also be no assurance that these companies
will be able to attract and retain qualified personnel from
acquired businesses or be successful in integrating such
personnel. Furthermore, utilities companies may suffer material
adverse short and long-term effects on operating results and
financial condition as a result of such acquisitions.
7
<PAGE>
HIGHLIGHTS OF UTILITIES HOLDRS
This discussion highlights information regarding Utilities HOLDRS; we
present certain information more fully in the rest of this prospectus. You
should read the entire prospectus carefully before you purchase Utilities
HOLDRS.
Issuer...................... Utilities HOLDRS Trust.
The trust...................
The Utilities HOLDRS Trust will be formed under
the depositary trust agreement, dated as of May
18, 2000 among The Bank of New York, as trustee,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, other depositors and the owners of
the Utilities 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 Utilities Utilities HOLDRS are designed to achieve the
HOLDRS...................... following:
Diversification. Utilities HOLDRS are designed
to allow you to diversify your investment in the
utilities industry through a single, exchange-
listed instrument representing your undivided
beneficial ownership of the underlying
securities.
Flexibility. The beneficial owners of Utilities
HOLDRS have undivided beneficial ownership
interests in each of the underlying securities
represented by the Utilities HOLDRS, and can
cancel their Utilities HOLDRS to receive each of
the underlying securities represented by the
Utilities HOLDRS.
Transaction costs. The expenses associated with
trading Utilities HOLDRS are expected to be less
than trading each of the underlying securities
separately.
Trust assets................
The trust will hold shares of common stock
issued by specified companies involved in the
utilities industry. Except when a reconstitution
event occurs, the group of companies will not
change. Reconstitution events are described in
this prospectus under the heading "Description
of the depositary trust agreement--
Reconstitution events." Under no circumstances
will the common stock of a new company be added
to the common stocks underlying the Utilities
HOLDRS.
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 Utilities HOLDRS........
The trust will issue Utilities HOLDRS that
represent your undivided beneficial ownership
interest in the shares of U.S.-traded common
stock held by the trust on your behalf. The
Utilities HOLDRS
8
<PAGE>
themselves are separate from the underlying
securities that are represented by the Utilities
HOLDRS.
The specific share amounts for each round-lot of
100 Utilities HOLDRS will be determined on the
pricing date so that the initial issue price
will be approximately $90-$100 per Utilities
HOLDR and the initial weightings of each
underlying security included in the Utilities
HOLDRS approximates the relative market
capitalizations of the specified companies
(based on the closing market prices of the
underlying securities on the trading day
immediately preceding the pricing date), subject
to a maximum weight of 10%. For purposes of this
preliminary prospectus, the indicative share
amounts and the indicative weightings of each
underlying security, based on market
capitalizations as of May 2, 2000, are set forth
in the table below; however, such share amounts
and weightings are expected to change during the
period between May 2, 2000 and the pricing date.
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 chart provides the
. names of the 20 issuers of the underlying
securities represented by the Utilities
HOLDRS,
. stock ticker symbols,
. indicative share amounts represented by a
round-lot of 100 Utilities HOLDRS as of May
2, 2000,
. indicative weightings as of May 2, 2000, and
. principal market on which the shares of
common stock of the selected companies are
traded.
9
<PAGE>
<TABLE>
<CAPTION>
Indicative Primary
Share Indicative Trading
Name of Company Ticker Amounts Weightings Market
---------------- ------ ---------- ---------- -------
<S> <C> <C> <C> <C>
Enron
Corporation ENE 12 9.82% NYSE
Duke Energy
Corporation DUK 16 9.78% NYSE
The Williams
Companies, Inc. WMB 21 8.85% NYSE
The Southern
Company SO 32 8.42% NYSE
PG&E Corporation PCG 19 5.30% NYSE
El Paso Energy
Corporation EPG 11 5.04% NYSE
Texas Utilities
Company TXU 13 4.71% NYSE
Unicom
Corporation UCM 11 4.63% NYSE
FPL Group, Inc. FPL 9 4.38% NYSE
Dominion
Resources, Inc. D 9 4.19% NYSE
Peco Energy
Company PE 9 3.94% NYSE
Reliant Energy
Resources Corp. REI 14 3.90% NYSE
Public Service
Enterprise
Group, Inc. PEG 10 3.75% NYSE
Consolidated
Edison, Inc. ED 10 3.63% NYSE
Edison
International EIX 17 3.47% NYSE
American
Electric Power
Company, Inc. AEP 9 3.45% NYSE
Dynegy, Inc. DYN 5 3.41% NYSE
Entergy
Corporation ETR 12 3.28% NYSE
Carolina Power &
Light Company CPL 8 3.09% NYSE
FirstEnergy
Corporation FE 11 2.97% NYSE
</TABLE>
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 Utilities HOLDRS. These
companies generally are considered to be 20 of
the largest and most liquid companies with U.S.-
traded common stock involved in the utilities
industry as measured by market capitalization
and trading volume on May 2, 2000. The market
capitalization of a company is determined by
multiplying the price of its common stock by the
number of outstanding shares of its common
stock.
The trust only will issue and cancel, and you
only may obtain, hold, trade or surrender,
Utilities HOLDRS in a round-lot of 100 Utilities
HOLDRS and round-lot multiples. The trust will
only issue Utilities HOLDRS upon the deposit of
the whole shares represented by a round-lot of
100 Utilities HOLDRS. In the event that a
fractional share comes to be represented by a
round-lot of Utilities HOLDRS, the trust may
require a minimum of more than one round-lot of
100 Utilities HOLDRS for an issuance so that the
trust will always receive whole share amounts
for issuance of Utilities HOLDRS.
The number of outstanding Utilities 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 Utilities HOLDRS on a continuous
basis when an investor deposits the required
shares of common stock with the trustee.
Public offering price....... The initial public offering price for 100
Utilities HOLDRS will equal the sum of the
closing market price on the primary 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 Utilities HOLDR.
10
<PAGE>
Purchases...................
After the initial offering, you may acquire
Utilities HOLDRS in two ways:
. through an in-kind deposit of the required
number of shares of common stock of the
underlying issuers with the trustee, or
. through a cash purchase in the secondary
trading market.
Underwriting fees........... If you purchase Utilities HOLDRS in the initial
public offering, you will pay an underwriting
fee equal to:
. For purchases of Utilities HOLDRS or
fewer, 2%.
. For purchases in excess of Utilities
HOLDRS, %.
You will not be charged any issuance fee or
other sales commission in connection with
purchases of Utilities HOLDRS made in the
initial public offering.
Issuance and cancellation After the initial offering, if you wish to
fees........................ create Utilities HOLDRS by delivering to the
trust the requisite shares of common stock
represented by a round-lot of 100 Utilities
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 Utilities HOLDRS. If you
wish to cancel your Utilities 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 Utilities HOLDRS.
Commissions.................
If you choose to deposit underlying securities
in order to receive Utilities 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,
whether it be Merrill Lynch, Pierce, Fenner &
Smith Incorporated, A.G. Edwards & Sons, Inc. or
First Union Securities, Inc., collectively, the
selling group, or another 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 Utilities
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 Utilities 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
Utilities 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
Utilities 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
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<PAGE>
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 Utilities 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 Utilities 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
will have the right to instruct the trustee
to vote the underlying securities or may
attend shareholder meetings yourself.
. 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.
If you wish to participate in a tender offer for
underlying securities, you must obtain the
underlying securities by surrendering your
Utilities 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....... A. If an issuer of underlying securities no
longer has a class of common stock 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 Utilities
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 Utilities
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
Utilities HOLDRS, unless the merger,
consolidation or other corporate combination
is between companies that are already
included in the Utilities HOLDRS and the
consideration paid is additional underlying
securities. In this case, the additional
underlying securities will be deposited into
the trust.
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<PAGE>
D. If an issuer's underlying securities are
delisted from trading on a national
securities exchange or NASDAQ and are not
listed for trading on another national
securities exchange or through NASDAQ within
five business days from the date such
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.
Termination events.......... A. The Utilities HOLDRS are delisted from the
American Stock Exchange and are not listed
for trading on another national securities
exchange or through NASDAQ within five
business days from the date the Utilities
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
Utilities 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 The federal income tax laws will treat a U.S.
consequences................ holder of Utilities HOLDRS as directly owning
the underlying securities. The Utilities 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 Utilities
HOLDRS on the American Stock Exchange under the
symbol "UTH". Trading will take place only in
round-lots of 100 Utilities HOLDRS and round-lot
multiples. A minimum of 150,000 Utilities 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
Utilities HOLDRS. Bid and ask prices, however,
will be quoted per single Utilities HOLDR.
Clearance and settlement....
The trust will issue Utilities HOLDRS in book-
entry form. Utilities 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 Utilities
HOLDRS."
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<PAGE>
THE TRUST
General. This discussion highlights information about the Utilities
HOLDRS Trust. You should read this information, information about the
depositary trust agreement as well as the depositary trust agreement before you
purchase Utilities HOLDRS. The material terms of the depositary trust agreement
are described in this prospectus under the heading "Description of the
depositary trust agreement."
The Utilities HOLDRS Trust. The trust will be formed pursuant to the
depositary trust agreement, dated as of May 18, 2000. The Bank of New York will
be the trustee. The Utilities HOLDRS Trust is not a registered investment
company under the Investment Company Act of 1940.
The Utilities HOLDRS Trust is intended to hold deposited shares for the
benefit of owners of Utilities 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 UTILITIES HOLDRS
The trust will issue Utilities 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 Utilities HOLDRS on a continuous basis when an investor deposits the
requisite underlying securities with the trustee.
You may only acquire, hold, trade and surrender Utilities HOLDRS in a
round-lot of 100 Utilities HOLDRS and round-lot multiples. The trust will only
issue Utilities HOLDRS upon the deposit of the whole shares of underlying
securities that are represented by a round-lot of 100 Utilities 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 Utilities HOLDRS, the trust may require a minimum
of more than one round-lot of 100 Utilities HOLDRS for an issuance so that the
trust will always receive whole share amounts for issuance of Utilities HOLDRS.
Utilities HOLDRS will represent your individual and undivided beneficial
ownership interest in the common stock of the specified underlying securities.
The 20 companies selected as part of this receipt program are listed above in
the section entitled "Highlights of Utilities HOLDRS--The Utilities HOLDRS."
Beneficial owners of Utilities 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 common stock, 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 Utilities HOLDRS to receive the underlying securities. See "Description
of the depositary trust agreement." Utilities 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. Utilities 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
Utilities HOLDRS wishes to realize the dollar value of the underlying
securities, that owner will have to cancel the Utilities HOLDRS. Such
cancellation will require payment of fees and expenses as described in
"Description of the depositary trust agreement--Withdrawal of underlying
securities."
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<PAGE>
Utilities 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. Utilities HOLDRS will be available only in book-entry form.
Owners of Utilities HOLDRS may hold their Utilities HOLDRS through DTC, if they
are participants in DTC, or indirectly through entities that are participants
in DTC.
DESCRIPTION OF THE UNDERLYING SECURITIES
Selection criteria. The underlying securities are the common stocks of a
group of 20 specified companies involved in various aspects of the utilities
industry on a regional level and whose common stock is registered under Section
12 of the Exchange Act. The issuers of the underlying securities are considered
to be 20 of the largest capitalized, most liquid companies involved in the
utilities industry as measured by market capitalization and trading volume. The
following criteria were used in selecting the underlying securities on May 2,
2000:
. Market capitalization equal to or greater than $2 billion;
. Average daily trading volume of at least 500,000 shares over the
60 trading days before May 2, 2000;
. Average daily dollar volume (that is, the average daily trading
volume multiplied by the average closing price over the 60 day
period prior to May 2, 2000) of at least $10 million over the 60
trading days before May 2, 2000; and
. A trading history of at least 90 calendar days.
The market capitalization of a company is determined by multiplying the
price of its common stock by the number of shares of its common stock that are
held by stockholders. In determining whether a company was to be considered for
inclusion in the Utilities HOLDRS, Merrill Lynch, Pierce, Fenner & Smith
Incorporated examined available public information about the company, including
analysts' reports and other independent market sources. The ultimate
determination of the inclusion of the 20 specified companies, however, rested
solely within the discretion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
After the initial deposit, one or more of the issuers of the underlying
securities may no longer be substantially involved in the utilities industry.
In this case, the Utilities HOLDRS may no longer consist of securities issued
by companies involved in the utilities industry. Merrill Lynch, Pierce, Fenner
& Smith Incorporated will determine, in its sole discretion, whether the issuer
of a particular underlying security remains in the utilities industry and will
undertake to make adequate disclosure when necessary.
Underlying securities. For a list of the underlying securities
represented by Utilities HOLDRS, please refer to "Highlights of Utilities
HOLDRS--The Utilities HOLDRS." If the underlying securities change because of a
reconstitution event, 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 Utilities
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.
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<PAGE>
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."
The following table and graph set forth the composite performance of all
of the underlying securities represented by a single Utilities 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 month from January 1995
to April 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>
1995 Value 1997 Value 1999 Value
---- ----- ---- ----- ---- ------
<S> <C> <C> <C> <C> <C>
January........... 62.43 January........... 72.71 January........... 93.99
February.......... 61.66 February.......... 72.42 February.......... 90.50
March............. 59.76 March............. 69.43 March............. 89.42
April............. 61.81 April............. 68.04 April............. 96.41
May............... 65.87 May............... 70.17 May............... 102.37
June.............. 65.36 June.............. 71.74 June.............. 95.74
July.............. 65.22 July.............. 73.57 July.............. 94.80
August............ 64.45 August............ 71.57 August............ 94.80
September......... 68.29 September......... 74.76 September......... 89.71
October........... 69.74 October........... 76.23 October........... 91.24
November.......... 69.45 November.......... 81.12 November.......... 82.55
December.......... 73.09 December.......... 86.89 December.......... 81.53
<CAPTION>
1996 Value 1998 Value 2000 Value
---- ----- ---- ----- ---- ------
<S> <C> <C> <C> <C> <C>
January........... 75.31 January........... 84.25 January........... 89.91
February.......... 72.40 February.......... 86.49 February.......... 83.14
March............. 71.49 March............. 92.17 March............. 85.90
April............. 69.09 April............. 90.04 April............. 93.07
May............... 69.76 May............... 89.82
June.............. 73.13 June.............. 92.79
July.............. 68.24 July.............. 88.16
August............ 68.79 August............ 89.56
September......... 69.09 September......... 96.67
October........... 72.13 October........... 94.62
November.......... 72.74 November.......... 95.33
December.......... 72.40 December.......... 97.79
</TABLE>
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<PAGE>
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT
General. The depositary trust agreement, dated as of May 18, 2000, among
Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York, as
trustee, other depositors and the owners of the Utilities HOLDRS, provides that
Utilities HOLDRS will represent an owner's undivided beneficial ownership
interest in the common stock 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.
Issuance, transfer and surrender of Utilities HOLDRS. You may create and
cancel Utilities HOLDRS only in round-lots of 100 Utilities HOLDRS. You may
create Utilities HOLDRS by delivering to the trustee the requisite underlying
securities. The trust will only issue Utilities HOLDRS upon the deposit of the
whole shares represented by a round-lot of 100 Utilities HOLDRS. In the event
that a fractional share comes to be represented by a round-lot of Utilities
HOLDRS, the trust may require a minimum of more than one round-lot of 100
Utilities HOLDRS for an issuance so that the trust will always receive whole
share amounts for issuance of Utilities HOLDRS. Similarly, you must surrender
Utilities HOLDRS in integral multiples of 100 Utilities HOLDRS to withdraw
deposited shares from the trust. The trustee will not deliver fractional shares
of underlying securities, to the extent that any cancellation of Utilities
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 Utilities
HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated owning
Utilities 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. You will be
obligated to pay any tax or other charge that may become due with respect to
Utilities 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 Utilities 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 Utilities 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.
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.
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<PAGE>
Withdrawal of underlying securities. You may surrender your Utilities
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
Utilities 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 Utilities
HOLDRS.
Further issuances of Utilities HOLDRS. The depositary trust agreement
provides for further issuances of Utilities 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 four circumstances.
A. If an issuer of underlying securities no longer has a class of common
stock 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 Utilities 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 Utilities 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 Utilities
HOLDRS, unless the merger, consolidation or other corporate
combination is between companies that are already included in the
Utilities HOLDRS and the consideration paid is additional underlying
securities. In this case, the additional underlying securities will
be deposited into the trust.
D. If an issuer's underlying securities are delisted from trading on a
national securities exchange or NASDAQ and are not listed for trading
on another national securities exchange or through NASDAQ within 5
business days from the date such 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.
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 Utilities HOLDRS will surrender their Utilities 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 Utilities
HOLDRS are delisted from the American Stock Exchange and are not listed for
trading on another national securities exchange or through NASDAQ within 5
business days from the date the Utilities HOLDRS are delisted. Finally, the
trust will terminate if 75% of the owners of outstanding Utilities 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 Utilities HOLDRS. Promptly after the
execution of any amendment to the agreement, the trustee must furnish or cause
to be furnished written notification of the
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<PAGE>
substance of the amendment to each owner of Utilities 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 Utilities
HOLDRS will not become effective until 30 days after notice of the amendment is
given to the owners of Utilities HOLDRS.
Issuance and cancellation fees. After the initial public offering, the
trust expects to issue more Utilities HOLDRS. If you wish to create Utilities
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 Utilities HOLDRS. If you wish to cancel your Utilities 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 Utilities 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 Utilities 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 is charged by
your broker, whether it be a member of the selling group or another 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 Utilities
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 Utilities 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 Utilities 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 Utilities 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.
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<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
General
The following is a summary of the U.S. federal income tax consequences
relating to the Utilities 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;
. or 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 Utilities 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 suggest 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 United States federal
income tax purposes.
Taxation of Utilities HOLDRS
A receipt holder purchasing and owning Utilities HOLDRS will be treated,
for U.S. federal income tax purposes, as directly owning a proportionate share
of the underlying securities represented by Utilities 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 Utilities 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 basis in the security from the
amount realized on the security. With respect to purchases of Utilities 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
Utilities HOLDRS. Similarly, with respect to sales of Utilities HOLDRS for cash
in the secondary market, the amount realized with respect to a sale of
Utilities 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
Utilities HOLDRS, the occurrence of a reconstitution event, or a termination
event will not be a taxable event. The receipt holders holding period with
respect to the distributed securities will include the period that the holder
held the securities through the trust.
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<PAGE>
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 Utilities 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.
Non-U.S. receipt holders
Non-U.S. receipt holders should consult their tax advisors regarding U.S.
withholding and other taxes which may apply to ownership of the Utilities
HOLDRS or of the underlying securities through an investment in the Utilities
HOLDRS.
ERISA CONSIDERATIONS
Any plan fiduciary which proposes to have a plan acquire Utilities 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 Utilities 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 Utilities HOLDRS. The selling group proposes to offer the Utilities
HOLDRS to the public at the offering price set forth on the cover page of this
prospectus, which includes an underwriting fee of 2%. Merrill Lynch, Pierce,
Fenner & Smith Incorporated will provide Utilities HOLDRS to A.G. Edwards &
Sons, Inc. and First Union Securities, Inc. at the public offering price, as
set forth on the cover page of this prospectus, less a concession that is not
in excess of 1.5%. We expect the trust to deliver the initial distribution of
Utilities 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
Utilities 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
Utilities HOLDRS.
Members of the selling group and their affiliates have from time to time
provided investment banking and other financial services to certain 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 certain 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 Utilities HOLDRS.
21
<PAGE>
Merrill Lynch, Pierce, Fenner & Smith Incorporated may act as principal or
agent in such 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 certain 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 Utilities 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 such liabilities.
LEGAL MATTERS
Legal matters, including the validity of the Utilities 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 Utilities 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 Utilities 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 and the trust may not be
subject to the requirements of the Exchange Act and accordingly may not file
periodic reports.
Because the common stock of the issuers of the underlying securities is
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 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. In addition, information regarding the issuers of the
underlying securities may 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 its affiliates are not affiliated
with the issuers of the underlying securities, and the issuers of the
underlying securities have no obligations with respect to Utilities HOLDRS.
This prospectus relates only to Utilities HOLDRS and does not relate to the
common stock or 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 Utilities 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 common stock of the issuers of the underlying securities, and therefore the
offering and trading prices of the Utilities HOLDRS, have been publicly
disclosed.
22
<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 trading market, of
each of the underlying securities in each month during 1995, 1996, 1997, 1998,
1999 and 2000 through April 2000. All market prices in excess of one dollar are
rounded to the nearest one sixty-fourth of a dollar. The historical prices of
the underlying securities should not be taken as an indication of future
performance.
AMERICAN ELECTRIC POWER COMPANY, INC. (AEP)
American Electric Power Company, Inc. is a public utility holding company
engaged in the generation, purchase, transmission and distribution of electric
power. American Electric's service areas cover portions of the states of
Indiana, Kentucky, Michigan, Ohio, Tennessee, Virginia and West Virginia.
American Electric also provides energy consulting, engineering and technical
services.
<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 35 January 44 1/4 January 41 3/8 January 49 5/16 January 43 13/16 January 33 1/2
February 33 7/8 February 42 7/8 February 41 3/4 February 48 February 41 5/8 February 28 1/8
March 31 3/4 March 41 3/4 March 41 3/4 March 50 1/4 March 39 11/16 March 29 13/16
April 32 3/4 April 40 5/8 April 40 1/2 April 47 3/4 April 41 7/16 April 36 5/18
May 34 1/4 May 40 1/8 May 40 5/8 May 45 3/8 May 43 3/8
June 35 1/8 June 42 5/8 June 41 15/16 June 45 3/8 June 37 9/16
July 34 1/2 July 41 1/2 July 44 3/4 July 42 15/16 July 35 3/8
August 34 1/8 August 41 1/2 August 43 11/16 August 45 1/4 August 36 5/16
September 36 3/8 September 40 5/8 September 45 1/2 September 48 13/16 September 34 1/8
October 38 1/8 October 41 5/8 October 47 1/4 October 48 15/16 October 34 1/2
November 37 3/4 November 41 1/2 November 49 9/16 November 46 3/8 November 31 3/8
December 40 1/2 December 41 1/8 December 51 5/8 December 47 1/16 December 32 1/8
</TABLE>
The closing price on , 2000 was .
CAROLINA POWER & LIGHT COMPANY (CPL)
Carolina Power & Light Company is a energy provider engaged in the
generation, transmission, distribution and sale of electricity in portions of
North and South Carolina and the transmission, distribution and sale of natural
gas in portions of North Carolina. Carolina Power & Light also provides
telecommunication and energy management services and is also engaged in propane
and miscellaneous non-regulated activities.
<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 3/8 January 37 January 37 5/8 January 40 5/8 January 41 5/8 January 32 1/4
February 27 1/2 February 36 1/2 February 37 1/8 February 41 3/4 February 39 7/8 February 29 3/4
March 27 1/8 March 37 1/4 March 36 1/4 March 45 1/4 March 37 13/16 March 32 7/16
April 27 1/2 April 36 April 34 April 43 1/16 April 40 3/8 April 36 9/16
May 29 7/8 May 36 1/8 May 34 3/4 May 41 May 43 3/4
June 30 1/4 June 38 June 35 7/8 June 43 3/8 June 42 13/16
July 30 3/8 July 36 July 35 5/8 July 40 5/8 July 41 1/8
August 30 5/8 August 34 7/8 August 33 3/4 August 43 1/16 August 36 3/8
September 33 5/8 September 34 1/2 September 36 September 43 3/16 September 35 3/8
October 32 3/4 October 36 1/8 October 35 3/4 October 45 7/8 October 34 1/2
November 32 7/8 November 36 5/8 November 37 3/8 November 46 3/8 November 30 1/8
December 34 1/2 December 36 1/2 December 42 3/8 December 47 1/16 December 30 7/16
</TABLE>
The closing price on , 2000 was .
A-1
<PAGE>
CONSOLIDATED EDISON, INC. (ED)
Consolidated Edison, Inc. is a public utility holding company which
provides electric, gas and steam transmission and distribution services in
portions of New York and northern New Jersey and northeastern Pennsylvania. In
addition, Consolidated Edison operates a telecommunications infrastructure
company, a retail energy supply company, a wholesale energy supply company and
an infrastructure development company.
<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 1/4 January 33 3/4 January 31 January 41 5/16 January 49 7/16 January 32 11/16
February 27 5/8 February 32 3/8 February 30 7/8 February 42 1/2 February 46 3/4 February 27 9/16
March 27 1/4 March 31 7/8 March 30 March 46 3/4 March 45 5/16 March 29 1/8
April 27 3/4 April 29 3/8 April 27 3/4 April 45 1/4 April 45 7/16 April 35 3/16
May 29 7/8 May 27 7/8 May 29 1/8 May 42 13/16 May 48 9/16
June 29 1/2 June 29 1/4 June 29 7/16 June 46 1/16 June 45 1/4
July 29 July 27 July 31 5/8 July 42 5/16 July 43 1/2
August 28 1/14 August 26 1/8 August 30 5/8 August 47 5/16 August 44
September 30 3/8 September 27 3/4 September 34 September 52 September 41 1/2
October 30 3/8 October 29 1/4 October 34 1/4 October 50 1/8 October 38 3/16
November 28 3/4 November 29 November 37 15/16 November 50 13/16 November 34 1/2
December 31 3/4 December 29 1/8 December 41 December 52 7/8 December 34 1/2
</TABLE>
The closing price on , 2000 was .
DOMINION RESOURCES, INC. (D)
Dominion Resources, Inc. is a diversified utility holding company whose
subsidiaries are public utilities engaged in the generation, transmission,
distribution and sale of electric energy. These electric power subsidiaries
operate in Virginia and northeastern North Carolina. It also produces,
transports, distributes and markets natural gas to customers in Pennsylvania,
Ohio, Virginia, West Virginia, New York and other cities in the mid-Atlantic
and northeastern United States.
<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 38 1/8 January 42 7/8 January 39 5/8 January 39 15/16 January 44 3/4 January 41 3/4
February 38 February 39 1/2 February 40 1/4 February 39 7/8 February 38 5/8 February 36 11/16
March 36 March 39 1/2 March 36 3/8 March 41 13/16 March 36 15/16 March 38 7/16
April 36 1/2 April 38 1/2 April 34 3/8 April 39 9/16 April 41 1/8 April 45
May 37 1/8 May 37 7/8 May 34 5/8 May 39 11/16 May 43 3/16
June 36 1/2 June 40 June 36 5/8 June 40 3/4 June 43 5/16
July 35 5/8 July 37 5/8 July 36 3/4 July 40 3/4 July 44 1/16
August 36 1/8 August 37 3/8 August 36 August 41 11/16 August 46 1/4
September 37 5/8 September 37 3/4 September 37 7/8 September 44 5/8 September 45 1/8
October 39 3/4 October 37 3/4 October 37 3/16 October 46 1/8 October 48 1/8
November 39 5/8 November 38 1/8 November 38 7/8 November 46 3/16 November 45 3/8
December 41 1/4 December 38 1/2 December 42 9/16 December 46 3/4 December 39 1/4
</TABLE>
The closing price on , 2000 was .
A-2
<PAGE>
DUKE ENERGY CORPORATION (DUK)
Duke Energy Corporation generates, transmits, distributes and sells
electricity in central and western North Carolina and the western portion of
South Carolina. Its natural gas operations provide interstate transportation
and storage of natural gas for customers primarily in the mid-Atlantic and New
England states and gathers, processes, transports and markets natural gas and
produces, transports and markets natural gas liquids. Duke Energy also
develops, owns and operates energy-related facilities throughout the world.
<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 40 3/8 January 49 3/4 January 46 7/8 January 54 3/16 January 61 13/16 January 57 3/4
February 39 1/4 February 48 7/8 February 44 1/4 February 55 9/16 February 56 7/8 February 48 1/2
March 38 1/4 March 50 1/2 March 44 1/8 March 59 9/16 March 54 13/16 March 52 1/2
April 39 1/2 April 47 April 43 7/8 April 57 7/8 April 56 April 57 1/2
May 41 3/4 May 48 1/4 May 45 1/8 May 57 5/8 May 60 5/16
June 41 1/2 June 51 1/4 June 47 15/16 June 59 1/4 June 54 7/16
July 41 1/2 July 47 7/8 July 50 11/16 July 57 1/8 July 52 15/16
August 40 5/8 August 46 3/4 August 48 7/16 August 62 3/8 August 57 1/2
September 43 3/8 September 46 5/8 September 49 7/16 September 66 3/16 September 55 1/8
October 44 3/4 October 48 7/8 October 48 1/2 October 64 11/16 October 56 9/16
November 44 7/8 November 46 3/8 November 52 November 62 9/16 November 50 11/16
December 47 3/8 December 46 1/4 December 55 3/8 December 64 1/16 December 50 1/8
</TABLE>
The closing price on , 2000 was .
DYNEGY, INC. (DYN)
Dynegy, Inc. is a holding company whose subsidiaries provide energy
products and services in North America and the United Kingdom. Dynegy markets
products through its wholesale marketing operations which include natural gas,
electricity, coal, natural gas liquids, crude oil, liquid petroleum gas and
related services. These operations are supported by subsidiaries that provide
power generation, gas and liquids storage capacity and transportation. Dynegy
operates an electric and natural gas utility engaged in the transmission,
distribution and sale of electricity and natural gas.
<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 10 5/8 January 10 1/4 January 21 1/2 January 16 January 10 5/8 January 31
February 10 1/2 February 11 3/8 February 19 3/4 February 15 1/2 February 12 February 46 7/8
March 9 1/8 March 12 3/4 March 15 3/4 March 14 5/8 March 14 1/16 March 62 47/64
April 9 5/8 April 15 April 17 5/64 April 14 3/4 April 17 3/8 April 65 7/16
May 8 3/4 May 15 1/2 May 18 May 15 3/16 May 17 1/8
June 10 1/4 June 15 June 15 1/2 June 12 1/2 June 20 3/8
July 10 July 16 1/4 July 16 3/16 July 13 7/8 July 24
August 9 1/2 August 15 1/8 August 16 3/8 August 99 7/16 August 23 1/2
September 9 September 15 5/8 September 17 3/4 September 13 7/16 September 20 11/16
October 9 October 18 October 19 October 15 October 22 7/8
November 8 7/8 November 21 3/4 November 16 1/2 November 13 November 22 1/2
December 8 7/8 December 23 1/4 December 17 1/2 December 10 15/16 December 24 5/16
</TABLE>
The closing price on , 2000 was .
A-3
<PAGE>
EDISON INTERNATIONAL (EIX)
Edison International is the parent holding company of a public utility
company as well as other non-utility companies. Edison's non-utility companies
are engaged in developing, acquiring, owning and operating electric power
generation facilities throughout the world. They also provide capital and
financial services for energy and infrastructure projects, manage and sell real
estate projects and provide energy services, utility outsourcing and consumer
products and services.
<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 16 1/4 January 18 1/2 January 21 3/8 January 26 7/8 January 27 13/16 January 29 1/8
February 16 3/8 February 17 1/2 February 21 1/2 February 27 5/8 February 25 1/2 February 26 1/4
March 15 5/8 March 17 1/8 March 22 1/2 March 29 3/8 March 22 1/4 March 16 9/16
April 16 3/4 April 16 April 21 April 29 13/16 April 24 1/2 April 19 1/16
May 17 3/8 May 16 1/2 May 23 3/8 May 29 3/8 May 27 1/2
June 17 1/8 June 17 5/8 June 24 7/8 June 29 9/16 June 26 3/4
July 17 1/8 July 15 3/8 July 25 1/4 July 27 3/4 July 25 5/16
August 16 5/8 August 17 3/8 August 24 1/8 August 28 7/16 August 25 3/8
September 17 3/4 September 17 7/8 September 25 1/4 September 25 11/16 September 24 5/16
October 17 October 19 5/8 October 25 5/8 October 26 3/8 October 29 5/8
November 15 3/4 November 19 7/8 November 26 13/16 November 27 1/2 November 26 1/2
December 17 5/8 December 19 7/8 December 27 3/16 December 27 7/8 December 26 3/16
</TABLE>
The closing price on , 2000 was .
EL PASO ENERGY CORPORATION (EPG)
El Paso Energy Corporation's principal operations include the
transportation, gathering, processing, and storage of natural gas and the
marketing of natural gas, power, and other energy-related commodities. El Paso
Energy also assists in the development and operation of energy infrastructure
facilities worldwide and the domestic exploration and production of natural gas
and oil. On January 18, 2000, Coastal Corporation and El Paso Energy announced
the execution of a definitive merger agreement. The merger was approved by the
stockholders of the companies on May 5, 2000. This transaction remains subject
to customary closing conditions.
<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 15 January 16 1/8 January 26 15/16 January 32 January 33 January 32 1/4
February 15 3/8 February 16 7/8 February 26 13/16 February 33 3/16 February 36 7/16 February 37 1/16
March 14 5/16 March 18 1/2 March 28 5/16 March 35 5/16 March 32 11/16 March 40 3/8
April 14 5/8 April 18 1/2 April 29 April 36 15/16 April 36 3/4 April 42 3/8
May 14 May 18 1/8 May 29 5/8 May 38 5/8 May 36 1/16
June 14 1/4 June 19 1/4 June 27 1/2 June 38 1/4 June 35 3/16
July 12 11/16 July 19 1/2 July 28 29/32 July 34 July 36
August 14 1/16 August 20 13/16 August 28 1/8 August 25 August 36 9/16
September 13 3/4 September 22 September 30 9/32 September 32 7/16 September 40 1/4
October 13 1/2 October 24 1/4 October 29 31/32 October 35 7/16 October 41
November 15 3/8 November 25 November 30 11/16 November 34 1/8 November 38 1/2
December 14 3/8 December 25 1/4 December 33 1/4 December 34 13/16 December 38 13/16
</TABLE>
The closing price on , 2000 was .
A-4
<PAGE>
ENRON CORPORATION (ENE)
Enron Corporation, through its subsidiaries, is principally engaged in
the generation, transmission and distribution of electricity to markets in the
northwestern United States and the transportation of natural gas through
pipelines to markets throughout the United States. Enron also markets natural
gas, electricity and other commodities and assists in the development,
construction and operation of power plants, pipelines and other energy related
assets throughout the world.
<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 14 9/16 January 18 1/2 January 20 5/8 January 20 23/32 January 33 January 67 7/8
February 16 1/2 February 18 5/16 February 19 15/16 February 23 1/2 February 32 1/2 February 68 3/4
March 16 1/2 March 18 7/16 March 19 1/16 March 23 3/16 March 32 1/8 March 74 7/8
April 17 April 20 1/8 April 18 13/16 April 24 19/32 April 37 5/8 April 69 11/16
May 18 1/4 May 20 May 20 3/8 May 25 1/16 May 35 11/16
June 17 9/16 June 20 7/16 June 20 13/32 June 27 1/32 June 40 7/8
July 17 3/8 July 19 11/16 July 18 15/16 July 26 15/32 July 42 19/32
August 16 13/16 August 20 1/16 August 19 1/4 August 21 5/32 August 41 7/8
September 16 3/4 September 20 3/8 September 19 1/4 September 26 3/4 September 41 1/16
October 17 3/16 October 23 1/4 October 19 October 26 3/8 October 39 15/16
November 18 3/4 November 22 15/16 November 19 11/32 November 26 1/4 November 38 1/16
December 19 1/16 December 21 9/16 December 20 25/32 December 28 17/32 December 44 3/8
</TABLE>
The closing price on , 2000 was .
ENTERGY CORPORATION (ETR)
Entergy Corporation is a registered public utility holding company
primarily engaged, through its subsidiaries, in domestic utility operations,
power marketing and trading, global power development and domestic non-utility
nuclear operations. Entergy's major customers include the chemical, petroleum
refining, paper and food products industries. Entergy's utility services are
primarily provided in Arkansas, Louisiana, Mississippi and Texas.
<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 3/8 January 29 5/8 January 27 1/4 January 28 5/8 January 29 7/16 January 24 15/6
February 22 3/8 February 28 3/8 February 26 3/8 February 28 15/16 February 28 1/4 February 20 1/4
March 20 7/8 March 28 March 24 1/2 March 29 3/4 March 27 1/2 March 20 3/16
April 21 3/4 April 26 3/8 April 23 3/8 April 24 7/8 April 31 1/4 April 25 7/16
May 24 3/4 May 26 1/4 May 26 3/8 May 26 5/16 May 32 7/16
June 24 1/8 June 28 3/8 June 27 1/2 June 28 3/4 June 31 1/4
July 23 3/4 July 25 1/2 July 27 5/16 July 27 3/8 July 30 5/16
August 24 1/8 August 25 3/8 August 24 13/16 August 28 13/16 August 29 13/16
September 26 1/8 September 27 September 26 1/16 September 30 3/4 September 28 15/16
October 28 1/2 October 28 October 24 3/8 October 28 3/4 October 29 15/16
November 27 7/8 November 27 1/8 November 26 November 29 5/16 November 27 9/16
December 29 1/4 December 27 5/8 December 29 15/16 December 31 1/8 December 25 3/4
</TABLE>
The closing price on , 2000 was .
A-5
<PAGE>
FIRSTENERGY CORPORATION (FE)
FirstEnergy Corporation is a holding company of four principal electric
utility operating subsidiaries. FirstEnergy's subsidiaries furnish electric
service and provide transmission services and electric energy to municipalities
primarily in Pennsylvania and Ohio. Its other subsidiaries provide energy-
related products and services. It also engages in the sale, purchase and
interchange of electric energy with other electric companies.
<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 21 1/8 January 23 7/8 January 23 1/8 January 29 January 31 1/16 January 22 3/4
February 20 7/8 February 23 3/4 February 22 1/2 February 28 15/16 February 29 1/4 February 18 1/2
March 20 March 22 5/8 March 21 March 30 13/16 March 28 March 20 5/8
April 20 1/8 April 20 7/8 April 20 April 30 1/4 April 29 11/16 April 25 7/16
May 21 7/8 May 21 7/8 May 21 1/4 May 29 11/16 May 31 13/16
June 22 5/8 June 21 7/8 June 21 3/4 June 30 3/4 June 31
July 22 July 21 July 22 1/4 July 27 9/16 July 28 9/16
August 21 5/8 August 21 August 22 August 28 7/8 August 28 9/16
September 22 3/4 September 19 3/8 September 23 7/16 September 31 1/16 September 25 5/16
October 22 7/8 October 20 7/8 October 24 3/4 October 30 October 26 1/16
November 22 3/4 November 23 November 27 November 30 15/16 November 23 5/16
December 23 1/2 December 22 3/4 December 29 December 32 9/16 December 22 11/16
</TABLE>
The closing price , 2000 was .
FPL GROUP, INC. (FPL)
FPL Group, Inc. is a public utility holding company engaged in the
generation, transmission, distribution and sale of electric energy throughout
most of the east and southwestern coasts of Florida. FPL is also involved in
producing electricity from renewable fuels and in non-utilities related
businesses, such as the sale and marketing of fiber-optic network capacity.
<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 36 5/8 January 46 3/8 January 44 1/4 January 57 3/8 January 54 7/8 January 42 13/16
February 35 7/8 February 44 5/8 February 45 1/2 February 58 1/16 February 51 7/16 February 38 5/8
March 36 3/8 March 45 1/4 March 44 1/8 March 64 1/4 March 53 1/4 March 46 1/16
April 36 3/4 April 43 1/8 April 44 5/8 April 62 1/16 April 56 3/8 April 45 1/4
May 39 1/4 May 42 3/4 May 46 3/8 May 61 7/16 May 58 3/16
June 38 5/8 June 46 June 46 1/16 June 63 June 54 5/8
July 38 1/4 July 45 3/8 July 47 7/8 July 60 13/16 July 53 15/16
August 38 7/8 August 44 1/4 August 46 5/16 August 66 9/16 August 54
September 40 7/8 September 43 1/4 September 51 5/16 September 69 11/16 September 50 3/8
October 41 7/8 October 45 7/8 October 51 11/16 October 62 9/16 October 50 5/16
November 43 3/8 November 46 1/8 November 55 15/16 November 61 1/4 November 43 3/4
December 46 3/8 December 46 December 59 3/16 December 61 5/8 December 42 13/16
</TABLE>
The closing price on , 2000 was .
A-6
<PAGE>
PECO ENERGY COMPANY (PE)
PECO Energy Company is a public transmitting utility and electric
utility. PECO is principally engaged in the production, purchase, transmission,
distribution and sale of electricity to residential, commercial, industrial and
wholesale customers. PECO also distributes and sells natural gas to
residential, commercial and industrial customers.
<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 3/4 January 30 3/4 January 23 January 18 15/16 January 38 3/16 January 41 3/4
February 26 3/4 February 28 1/4 February 22 1/2 February 19 13/16 February 35 5/8 February 37 5/16
March 25 1/8 March 26 5/8 March 20 3/8 March 22 1/8 March 46 1/4 March 36 7/8
April 25 3/4 April 24 3/4 April 19 3/4 April 23 13/16 April 47 7/16 April 41 11/16
May 28 1/8 May 24 5/8 May 19 May 28 1/4 May 48 15/16
June 27 5/8 June 26 June 21 June 29 3/16 June 41 7/8
July 28 5/8 July 23 1/2 July 23 1/2 July 29 15/16 July 42 3/8
August 26 5/8 August 23 1/2 August 23 13/16 August 34 1/4 August 40 5/8
September 28 5/8 September 23 3/4 September 23 7/16 September 36 3/4 September 37 1/2
October 29 1/4 October 25 1/4 October 22 3/4 October 38 3/4 October 38 3/16
November 29 November 25 1/2 November 24 5/16 November 40 1/8 November 32 15/16
December 30 1/8 December 25 1/4 December 24 1/4 December 41 3/4 December 34 3/4
</TABLE>
The closing price on , 2000 was .
PG&E CORPORATION (PCG)
PG&E Corporation is an energy-based holding company whose subsidiaries
operate public utilities engaged principally in providing electricity and
natural gas distribution and transmission services throughout most of northern
and central California. PG&E also provides energy products and services
throughout North America including the development, construction and operation
of independent power generation facilities that serve wholesale and industrial
customers. Through its subsidiaries, PG&E also owns and operates natural gas
pipelines and storage facilities, buys and sells energy commodities, provides
risk management services and provides electricity, natural gas, and related
services to industrial, commercial and institutional customers.
<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 25 1/4 January 27 3/4 January 22 7/8 January 29 13/16 January 31 15/16 January 21 15/16
February 25 5/8 February 25 5/8 February 23 February 30 1/8 February 31 1/2 February 20 5/8
March 24 7/8 March 22 3/8 March 23 1/2 March 33 March 31 1/16 March 21
April 26 7/8 April 22 3/4 April 24 April 32 3/8 April 31 1/16 April 25 15/16
May 29 May 23 1/4 May 23 1/8 May 31 1/2 May 33 3/4
June 29 June 23 1/4 June 24 1/4 June 31 9/16 June 32 7/16
July 29 1/2 July 19 3/4 July 24 13/16 July 30 7/16 July 31 5/8
August 28 3/4 August 22 5/8 August 23 1/8 August 32 1/8 August 30 5/16
September 30 September 21 3/4 September 23 3/16 September 31 7/8 September 25 7/8
October 29 3/8 October 23 3/8 October 25 9/16 October 30 7/16 October 22 15/16
November 27 1/2 November 24 1/8 November 28 1/4 November 30 15/16 November 22 3/8
December 28 3/8 December 21 December 30 5/16 December 31 1/2 December 20 1/2
</TABLE>
The closing price on , 2000 was .
A-7
<PAGE>
PUBLIC SERVICE ENTERPRISE GROUP INCORPORATED (PEG)
Public Service Enterprise Group Incorporated is a public utility holding
company engaged primarily in the generation, transmission, distribution and
sale of electric energy and gas services. Public Service Enterprise primarily
operates in New Jersey and also markets electricity, natural gas, capacity and
related services throughout the eastern United States. Public Service
Enterprise also develops, acquires and operates electric generation and
distribution facilities and engages in wholesale and retail sales in selected
domestic and international markets.
<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 3/4 January 31 1/4 January 27 3/8 January 31 January 39 9/16 January 34 3/8
February 29 1/8 February 28 1/8 February 28 1/4 February 32 1/4 February 38 February 29
March 27 3/8 March 27 3/8 March 26 1/4 March 37 3/4 March 38 3/16 March 29 5/8
April 27 1/2 April 26 1/8 April 24 1/8 April 33 9/16 April 40 April 35 7/8
May 29 3/4 May 26 1/2 May 24 3/4 May 33 1/8 May 41 15/16
June 27 3/4 June 27 1/2 June 25 June 34 7/16 June 40 13/16
July 27 3/4 July 26 July 24 3/4 July 32 11/16 July 40 5/16
August 27 1/2 August 27 1/8 August 24 13/16 August 36 1/2 August 41
September 29 3/4 September 26 3/4 September 25 3/4 September 39 5/16 September 38 5/8
October 29 3/8 October 26 7/8 October 25 15/16 October 38 October 39 9/16
November 29 5/8 November 28 5/8 November 29 3/16 November 39 November 35
December 30 5/8 December 27 1/4 December 31 13/16 December 40 December 34 13/16
</TABLE>
The closing price on , 2000 was .
RELIANT ENERGY RESOURCES CORP. (REI)
Reliant Energy Resources Corp. is an international energy services
company that provides energy and energy services in North America, western
Europe and Latin America. Reliant's services include electric operations and
natural gas distribution. Reliant also acquires, develops and operates
unregulated power generation facilities which sell capacity, energy and related
services.
<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 15/16 January 24 January 22 5/8 January 26 1/8 January 30 1/4 January 22 13/16
February 19 1/8 February 22 5/8 February 23 1/4 February 25 7/8 February 26 13/16 February 20 9/16
March 19 1/16 March 21 5/8 March 20 7/8 March 28 3/4 March 26 1/16 March 23 9/16
April 19 11/16 April 21 3/8 April 20 April 29 1/16 April 28 5/16 April 26 5/8
May 21 1/2 May 21 7/8 May 20 3/4 May 28 5/8 May 30 1/2
June 21 1/16 June 24 5/8 June 21 7/16 June 30 13/16 June 27 5/8
July 21 7/8 July 22 5/8 July 20 15/16 July 27 15/16 July 27 5/16
August 21 1/4 August 21 3/4 August 20 1/4 August 28 13/16 August 27 11/16
September 22 1/16 September 22 1/8 September 21 3/4 September 31 1/8 September 27 1/16
October 23 3/16 October 22 7/8 October 21 3/4 October 31 1/16 October 27 1/4
November 22 7/8 November 22 November 23 11/16 November 31 5/8 November 24 13/16
December 24 1/4 December 22 5/8 December 26 3/4 December 32 1/16 December 22 7/8
</TABLE>
The closing price on , 2000 was .
A-8
<PAGE>
THE SOUTHERN COMPANY (SO)
The Southern Company acquires, develops, builds and operates power
production and delivery facilities primarily in the southeastern United States.
Southern also provides a range of energy-related services to utilities and
industrial companies in countries throughout the world. Its businesses include
independent power projects, integrated utilities, a distribution company, and
energy trading and marketing businesses. Southern's subsidiaries market and
provide digital wireless communications services to the public and to utilities
companies within the southeastern United States.
<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 7/8 January 25 3/8 January 21 7/8 January 24 5/16 January 26 15/16 January 25 11/16
February 20 5/8 February 23 7/8 February 21 3/4 February 24 11/16 February 25 1/16 February 22 3/16
March 20 3/8 March 23 7/8 March 21 1/8 March 27 11/16 March 23 5/16 March 21 3/4
April 20 5/8 April 22 April 20 3/8 April 26 1/2 April 27 1/16 April 24 15/16
May 22 1/8 May 23 1/8 May 21 1/8 May 26 9/16 May 28 3/8
June 22 3/8 June 24 5/8 June 21 7/8 June 27 11/16 June 26 1/2
July 22 July 22 5/8 July 21 15/16 July 25 1/2 July 26 3/8
August 21 1/8 August 22 1/2 August 21 1/16 August 28 1/8 August 27 1/16
September 23 1/2 September 22 1/2 September 22 9/16 September 29 7/16 September 25 3/4
October 23 7/8 October 22 1/8 October 22 15/16 October 28 3/16 October 26 9/16
November 22 7/8 November 22 1/4 November 24 November 29 1/2 November 23 3/8
December 24 5/8 December 22 5/8 December 25 7/8 December 29 1/16 December 23 1/2
</TABLE>
The closing price on , 2000 was .
TEXAS UTILITIES COMPANY (TXU)
Texas Utilities Company is primarily engaged in the generation, purchase,
transmission, distribution and sale of electricity and the gathering,
processing, transmission and distribution of natural gas. Its utilities
operations are located primarily in Texas. Its energy marketing division is a
wholesale and retail marketer of natural gas and electricity throughout the
United States. Texas Utilities is also engaged in the purchase, transmission,
distribution and sale of telecommunications, retail energy and power
development.
<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 34 3/4 January 40 3/4 January 40 1/2 January 41 1/8 January 43 15/16 January 35 3/8
February 32 3/4 February 40 3/4 February 40 3/8 February 40 7/16 February 42 7/16 February 32 5/8
March 31 3/4 March 41 3/8 March 34 1/4 March 39 5/16 March 42 March 29 11/16
April 32 5/8 April 40 1/4 April 33 1/4 April 40 April 39 7/8 April 33 11/16
May 36 1/8 May 40 7/8 May 34 1/4 May 39 1/2 May 45 1/4
June 34 3/8 June 42 3/4 June 34 7/16 June 41 5/8 June 41 7/16
July 33 7/8 July 42 July 35 7/16 July 40 1/16 July 42 1/2
August 34 5/8 August 41 August 34 7/8 August 42 1/2 August 40 7/16
September 34 7/8 September 39 3/4 September 36 September 46 9/16 September 37 5/16
October 36 3/4 October 40 1/2 October 35 7/8 October 43 3/4 October 38 3/4
November 38 1/2 November 39 1/2 November 40 November 44 9/16 November 35 13/16
December 41 December 40 3/4 December 41 1/2 December 46 11/16 December 35 9/16
</TABLE>
The closing price on , 2000 was .
A-9
<PAGE>
UNICOM CORPORATION (UCM)
Unicom Corporation is involved in the production, purchase, transmission,
distribution and sale of energy only related services. Unicom's subsidiary is
ComEd which is engaged principally in the production, purchase, transmission,
distribution and sale of electricity to residential, commercial, industrial and
wholesale customers. Through other subsidiaries, Unicom is also engaged in
providing energy services, including gas services, energy management systems
and retail gas services. Unicom also designs, installs and services heating,
ventilation and air conditioning facilities for commercial and industrial
customers. Unicom primarily operates in the midwestern United States.
<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 January 33 5/8 January 23 5/8 January 31 January 35 5/8 January 39 1/8
February 25 3/8 February 32 February 22 1/4 February 32 1/16 February 35 9/16 February 37 13/16
March 23 3/4 March 27 March 19 1/2 March 35 March 36 9/16 March 36 1/2
April 26 1/4 April 27 1/2 April 21 3/4 April 34 3/4 April 38 13/16 April 39 3/4
May 27 1/8 May 27 5/8 May 22 3/4 May 34 3/8 May 42 5/16
June 26 5/8 June 27 3/8 June 22 1/4 June 35 1/16 June 38 9/16
July 27 3/4 July 23 1/2 July 22 11/16 July 34 9/16 July 39 1/4
August 28 August 23 August 23 5/8 August 35 5/8 August 38 5/8
September 30 1/4 September 25 1/8 September 23 3/8 September 37 7/8 September 36 15/16
October 32 3/4 October 26 October 28 October 37 11/16 October 38 5/16
November 32 November 26 5/8 November 29 1/8 November 37 11/16 November 31 15/16
December 32 3/4 December 27 1/8 December 30 3/4 December 38 9/16 December 33 1/2
</TABLE>
The closing price on , 2000 was .
THE WILLIAMS COMPANIES, INC. (WMB)
The Williams Companies, Inc. owns and operates oil and natural gas
pipelines and engages in transportation and storage activities and engages in
the exploration and production of oil and gas and natural gas gathering and
processing. Williams also engages in communications-related activities such as
operating a telecommunications fiber optic network and providing data, voice
and video transmission and other multimedia services for the broadcast
industry. Williams also invests in energy and telecommunications projects
primarily in Canada, South America, Australia and Lithuania.
<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 January 15 45/64 January 20 January 28 1/2 January 33 January 38 1/16
February 9 37/64 February 15 53/64 February 21 15/16 February 32 13/16 February 37 February 41 13/16
March 10 13/64 March 16 51/64 March 22 5/16 March 32 March 39 1/2 March 43 15/16
April 10 61/64 April 17 3/64 April 22 April 31 13/16 April 47 1/4 April 37 1/2
May 11 21/64 May 16 3/4 May 22 1/16 May 32 7/16 May 51 13/16
June 11 5/8 June 16 1/2 June 21 7/8 June 33 3/4 June 42 9/16
July 12 21/64 July 15 1/4 July 22 7/8 July 32 1/8 July 42 1/16
August 12 1/4 August 16 5/8 August 23 11/32 August 23 August 41 1/4
September 13 September 17 September 23 13/32 September 28 3/4 September 37 5/8
October 12 7/8 October 17 27/64 October 25 15/32 October 27 3/8 October 37 1/2
November 14 November 18 45/64 November 26 23/32 November 28 13/16 November 33 3/4
December 14 5/8 December 18 3/4 December 28 1/2 December 31 3/16 December 30 9/16
</TABLE>
The closing price on , 2000 was .
A-10
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[LOGO OF HOLDRS]
1,000,000,000 Depositary Receipts
Utilities HOLDRSSM Trust
---------------------
P R O S P E C T U S
---------------------
Merrill Lynch & Co.
A.G. Edwards & Sons, Inc.
First Union Securities, Inc.
, 2000
Until , 2000 (25 days after the date of this prospectus), all
dealers effecting transactions in the offered Utilities 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................ $ 92,334
Printing and engraving expenses.................................... 150,000
Legal fees and expenses............................................ 200,000
Rating agency fees................................................. 0
Miscellaneous...................................................... 9,864
--------
Total............................................................ $452,198
========
</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
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
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 June 5,
2000.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
*
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 June 5, 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
/s/ Stephen G. Bodurtha Attorney-in-fact
___________________________________________
Stephen G. Bodurtha
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
--------
<S> <C>
*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
5.1 Opinion of Shearman & Sterling regarding the validity of the
Utilities 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.
