<PAGE>
As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-37980
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
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)
--------------
Market 2000+ HOLDRSSM Trust
yet-to-be formed
[Issuer with respect to the receipts]
<TABLE>
<S> <C> <C>
Delaware 6211 13-5674085
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employee
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
--------------
250 Vesey Street
New York, New York 10281
(212) 449-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
--------------
Copies to:
<TABLE>
<S> <C>
Andrea L. Dulberg, Esq. Andrew B. Janszky
Corporate Secretary Shearman & Sterling 599
Merrill Lynch, Pierce, Fenner & Smith Incorporated 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)
</TABLE>
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
Maximum Aggregate Amount of
Title of Each Class of Amount to Be Offering Price Offering Registration
Securities to Be Registered Registered Per Receipt(1) Price(1) Fee(2)(3)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Market 2000+ HOLDRS.................... 1,000,000,000 $100 $1,099,000,000 $290,136
receipts
--------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act. 10,000,000 receipts are
estimated to be offered in the initial offering at $100 per receipt and
990,000,000 receipts are estimated to be offered continuously after the
initial offering at $0.10 per receipt.
(2) This Registration Statement also registers, where required, an
indeterminate amount of securities to be sold by Merrill Lynch, Pierce,
Fenner & Smith Incorporated in market-making transactions.
(3) Merrill Lynch, Pierce, Fenner & Smith Incorporated previously paid on May
26, 2000 $2,640 of this Registration Fee.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.
-------------------------------------------------------------------------------
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We +
+have filed a registration statement relating to these receipts with the +
+Securities and Exchange Commission. We cannot sell these receipts until the +
+registration statement becomes effective. This prospectus is not an offer to +
+sell these receipts and we are not soliciting offers to buy these receipts in +
+any state where such offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion
Preliminary Prospectus dated July 28, 2000
PROSPECTUS
-----------
[LOGO OF HOLDRS]
1,000,000,000 Depositary Receipts
Market 2000+ HOLDRS SM Trust
The Market 2000+ HOLDRS SM Trust will issue Depositary Receipts called
Market 2000+ HOLDRS SM representing your undivided beneficial ownership in the
common stock or American depositary shares of a group of 50 specified companies
that are among the largest companies whose common stock or American depositary
shares are listed for trading on the New York Stock Exchange or the American
Stock Exchange or quoted on the Nasdaq National Market, as measured in terms of
worldwide market capitalization on July 7, 2000. The Bank of New York will be
the trustee. You only may acquire, hold or transfer Market 2000+ HOLDRS in a
round-lot amount of 100 Market 2000+ HOLDRS or round-lot multiples. Market
2000+ HOLDRS are separate from the underlying deposited common stocks or
American depositary shares that are represented by the Market 2000+ HOLDRS. For
a list of the names and the number of shares of the companies that make up a
Market 2000+ HOLDR, see "Highlights of Market 2000+ HOLDRS--The Market 2000+
HOLDRS" starting on page 8. The trust will issue the additional Market 2000+
HOLDRS on a continuous basis.
Investing in Market 2000+ HOLDRS involves significant risks. See "Risk
factors" starting on page 4.
The initial public offering price for a round-lot of 100 Market 2000+
HOLDRS will equal the sum of the closing market price on the primary U.S.
trading market on the pricing date for each deposited share multiplied by the
share amount specified in this prospectus, plus an underwriting fee.
Market 2000+ 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 Market 2000+
HOLDRS. Application has been made to list the Market 2000+ HOLDRS on the
American Stock Exchange under the symbol "MKH".
In addition to this prospectus, there is also an electronic prospectus for
the Market 2000+ HOLDRS that can be accessed at www.market2000holdrs.com which
contains information different from this prospectus.
----------
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 Market 2000+ HOLDR....................... 2%
</TABLE>
-----
* Includes underwriting fee.
For purchases of Market 2000+ HOLDRS in excess of Market 2000+ HOLDRS,
the underwriting fee will be %.
----------
Merrill Lynch & Co.
Robert W. Baird & Co.
A.G. Edwards & Sons, Inc.
First Union Securities, Inc.
Legg Mason Wood Walker
Incorporated Morgan Keegan & Company, Inc.
Raymond James & Associates, Inc.
Sutro & Co. Incorporated
Tucker Anthony Cleary Gull
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 Market 2000+ HOLDRS.......................................... 8
The Trust.................................................................. 15
Description of Market 2000+ HOLDRS......................................... 15
Description of the Underlying Securities................................... 16
Description of the Depositary Trust Agreement.............................. 18
Federal Income Tax Consequences............................................ 21
ERISA Considerations....................................................... 24
Plan of Distribution....................................................... 24
Legal Matters.............................................................. 25
Where You Can Find More Information........................................ 25
</TABLE>
---------------
This prospectus contains information you should consider when making your
investment decision. With respect to information about Market 2000+ 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 Market 2000+ HOLDRS in any
jurisdiction where the offer or sale is not permitted.
The Market 2000+ HOLDRS are not registered for public sale outside of the
United States. Non-U.S. receipt holders should refer to "Federal Income Tax
Consequences--Non-U.S. receipt holders" and we recommend that non-U.S. receipt
holders consult their tax advisors regarding U.S. withholding and other taxes
which may apply to ownership of the Market 2000+ HOLDRS or of the underlying
securities through an investment in the Market 2000+ HOLDRS.
2
<PAGE>
SUMMARY
The Market 2000+ HOLDRS Trust will be formed under the depositary trust
agreement, dated as of , 2000 among The Bank of New York, as trustee,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the
owners of the Market 2000+ HOLDRS. The trust is not a registered investment
company under the Investment Company Act of 1940.
The trust will hold shares of common stock or American depositary shares
issued by 50 specified companies that are among the largest companies whose
common stock or American depositary shares are listed for trading on the New
York Stock Exchange or the American Stock Exchange or quoted on the Nasdaq
National Market, as measured in terms of worldwide market capitalization on
July 7, 2000. The market capitalization of a company is determined by
multiplying the market price of its securities by the number of its outstanding
securities. The number of shares of each company's common stock or American
depositary shares held by the trust with respect to each round-lot of Market
2000+ HOLDRS is specified under "Highlights of Market 2000+ HOLDRS--The Market
2000+ HOLDRS." This group of common stocks or American depositary shares are
collectively referred to in this prospectus as the securities or the underlying
securities. Except when a reconstitution event or a distribution of securities
occurs, the underlying securities will not change and the securities of a new
company will not be added to the securities underlying the Market 2000+ HOLDRS.
The New York Stock Exchange, the American Stock Exchange and the Nasdaq
National Market are collectively referred to in this prospectus as U.S. stock
markets.
The trust will issue Market 2000+ HOLDRS that represent your undivided
beneficial ownership interest in the securities held by the trust on your
behalf. The Market 2000+ HOLDRS are separate from the underlying securities
that are represented by the Market 2000+ HOLDRS.
3
<PAGE>
RISK FACTORS
An investment in Market 2000+ HOLDRS involves risks similar to investing
in each of the underlying securities outside of the Market 2000+ HOLDRS.
General Risk Factors
. Loss of investment. Because the value of Market 2000+ HOLDRS
directly relates to the value of the underlying securities, you
may lose all or a substantial portion of your investment in the
Market 2000+ HOLDRS if the underlying securities decline in value.
. Discount trading price. Market 2000+ HOLDRS may trade at a
discount to the aggregate value of the underlying securities.
. Not necessarily consisting of the companies with the largest
market capitalization. The companies included in the Market 2000+
HOLDRS are among the 50 largest companies whose securities are
traded on a U.S. stock market, as measured by worldwide market
capitalization on July 7, 2000. After July 7, 2000, one or more of
the companies may no longer have a market capitalization which is
among the 50 companies with the largest market capitalization of
companies whose securities are traded on a U.S. stock market. In
addition, as a result of a merger, acquisition or stock
distribution of one or more of the companies included in the
Market 2000+ HOLDRS, the securities of a company that is not
presently part of the Market 2000+ HOLDRS may be included in the
Market 2000+ HOLDRS. In this case, the Market 2000+ HOLDRS may no
longer consist solely of securities issued by companies with the
largest market capitalization.
. No investigation of underlying securities. The underlying
securities included in the Market 2000+ HOLDRS were selected by
Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the
market capitalization of issuers with securities traded on a U.S.
stock market, without regard for the value, price performance,
volatility or investment merit of the underlying securities.
Consequently, the Market 2000+ HOLDRS Trust, the trustee, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and their affiliates,
have not performed any investigation or review of the selected
companies, including the public filings by the companies.
Investors and market participants should not conclude that the
inclusion of a company is any form of investment recommendation by
the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, or their affiliates.
. Concentration of investment. As a result of market fluctuations
and/or reconstitution events, an investment in Market 2000+ HOLDRS
may represent a concentrated investment in one or more of the
underlying securities or one or more industries. A concentrated
investment will reduce the diversification of the Market 2000+
HOLDRS and increase your exposure to the risks of concentrated
investments.
. Conflicting investment choices. In order to sell one or more of
the underlying securities individually or to participate in a
tender offer relating to one or more of the underlying securities,
you will be required to cancel your Market 2000+ HOLDRS and
receive delivery of each of the underlying securities. The
cancellation of your Market 2000+ HOLDRS will allow you to sell
individual underlying securities or to deliver individual
underlying securities in a tender offer. The cancellation of
Market 2000+ HOLDRS will involve payment of a cancellation fee to
the trustee.
. Trading halts. Trading in Market 2000+ HOLDRS may be halted if
trading in one or more of the underlying securities is halted. If
trading is halted in the Market 2000+ HOLDRS, you will only be
able to trade Market 2000+ HOLDRS if you cancel your Market 2000+
HOLDRS and receive the underlying securities, even though there is
trading in some of the underlying securities.
4
<PAGE>
. Delisting from the American Stock Exchange. If the number of
companies whose securities are held in the trust falls below nine,
the American Stock Exchange may consider delisting the Market
2000+ HOLDRS. If the Market 2000+ HOLDRS are delisted by the
American Stock Exchange, a termination event will result unless
the Market 2000+ HOLDRS are listed for trading on another national
securities exchange or through Nasdaq within five business days
from the date the Market 2000+ 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 Market 2000+ 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 Market 2000+ 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 Market 2000+ HOLDRS, Merrill Lynch's activity in the
secondary market in the underlying securities and the creation and
cancellation of Market 2000+ 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
Market 2000+ HOLDRS. Large volumes of purchasing activity, which
may occur in connection with the issuance of Market 2000+ HOLDRS,
particularly in connection with the initial issuance of Market
2000+ HOLDRS, could temporarily increase the market price of the
underlying securities, resulting in a higher price on that date.
This purchasing activity could create a temporary imbalance
between the supply and demand of the underlying securities,
thereby limiting the liquidity of the underlying securities due to
a temporary increased demand for underlying securities. Temporary
increases in the market price of the underlying securities may
also occur as a result of the purchasing activity of other market
participants. Other market participants may attempt to benefit
from increases in the market price of the underlying securities
that may occur as a result of the increased purchasing activity in
the underlying securities resulting from the issuance of the
Market 2000+ 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 Market 2000+ HOLDRS will also decline.
5
<PAGE>
Risk Factors Specific to Companies Included in the Market 2000+ HOLDRS
. The stock prices of some of the companies included in the Market
2000+ HOLDRS have been and will likely continue to be extremely
volatile, which will directly affect the price volatility of the
Market 2000+ HOLDRS, and you could lose all or part of your
investment. The trading prices of the securities of some companies
included in the Market 2000+ HOLDRS have been volatile. These
stock prices could be subject to wide fluctuations in response to
a variety of factors, including the following:
. general market fluctuations;
. actual or anticipated variations in companies' quarterly
operating results;
. announcements of technological innovations or new services
offered by competitors of the companies included in the Market
2000+ HOLDRS;
. changes in financial estimates by securities analysts;
. legal or regulatory developments affecting the companies
included in the Market 2000+ HOLDRS or in the industries in
which they operate;
. announcements by competitors of the companies included in the
Market 2000+ HOLDRS of significant acquisitions, strategic
partnerships, joint ventures or capital commitments; and
. departures of key personnel.
. The international operations of some domestic and foreign
companies included in the Market 2000+ HOLDRS expose them to risks
associated with instability and changes in economic and political
conditions, foreign currency fluctuations, changes in foreign
regulations and other risks inherent to international
business. Some domestic and foreign companies included in the
Market 2000+ HOLDRS have international operations which are
essential parts of their businesses. The risks of international
business that these companies are exposed to include the
following:
. general economic, social and political conditions;
. the difficulty of enforcing intellectual property rights,
agreements and collecting receivables through certain foreign
legal systems;
. differing tax rates, tariffs, exchange controls or other
similar restrictions;
. currency fluctuations;
. changes in, and compliance with, domestic and foreign laws and
regulations which impose a range of restrictions on
operations, trade practices, foreign trade and international
investment decisions; and
. reduction in the number or capacity of personnel in
international markets.
. It may be impossible to initiate legal proceedings or enforce
judgments against some of the companies included in the Market
2000+ HOLDRS. Some of the companies included in the Market 2000+
HOLDRS were incorporated under the laws of a jurisdiction other
than the United States and a substantial portion of their assets
are located outside the United States. As a result, it may be
impossible to effect service of process within the United States
on some of the companies included in the Market 2000+ HOLDRS or
enforce judgments made against them in courts in the United States
based on the civil liability provisions of the securities laws of
the United States. In addition, awards of punitive damages
obtained in courts in the United States may not be enforceable in
foreign countries.
. Potential voting impediments may exist with respect to the
ownership of American depositary shares included in the Market
2000+ HOLDRS. The Market 2000+ HOLDRS include
6
<PAGE>
common shares and American depositary shares. Holders of American
depositary shares, including those underlying the Market 2000+
HOLDRS, may exercise voting rights with respect to the common
shares represented by these American depositary shares, only in
accordance with the provisions of deposit agreements entered into
in connection with the issuance of the American depositary shares.
The deposit agreements of some American depositary shares might
not permit holders of American depositary shares to exercise
voting rights that attach to the securities underlying the
American depositary shares without the issuer first instructing
the depositary to send voting information to the holder of the
American depositary share. Also, holders of American depositary
shares may not exercise voting rights unless and until they take a
variety of steps, which include registration in the share registry
of the company that has issued the securities underlying
the American depositary shares. The cumulative effect of these
steps may make it impractical for holders of American depositary
shares to exercise their voting rights as a holder of American
depositary shares.
. Many of the companies included in the Market 2000+ HOLDRS are
companies which are involved in the technology and
telecommunications industries and are subject to the risks
associated with an investment in companies in those
industries. The valuations of many technology and
telecommunications companies are extraordinarily high based on
conventional valuation standards, such as price to earnings ratio.
As a result, the valuations of companies in these industries, and
the trading prices for their stock, may not be sustained. In
addition, a company which operates in these industries is exposed
to other risks which include the following:
. the need to keep pace with rapid technological change in order
to remain competitive and to prevent the obsolescence of their
products and services;
. an inability to adequately protect proprietary rights;
. changes in the regulatory environment in which
telecommunications companies operate could affect their ability
to offer new or existing products and services; and
. the need to create and employ new technologies and to offer new
services derived from these new technologies to remain
competitive.
An investment in the Market 2000+ HOLDRS may be particularly
vulnerable to these risks because of the significant number of
technology and telecommunications companies included in the Market
2000+ HOLDRS.
7
<PAGE>
HIGHLIGHTS OF MARKET 2000+ HOLDRS
This discussion highlights information regarding Market 2000+ HOLDRS. We
present certain information more fully in the rest of this prospectus. You
should read the entire prospectus carefully before you purchase Market 2000+
HOLDRS.
Issuer....................... Market 2000+ HOLDRS Trust.
The trust.................... The Market 2000+ HOLDRS Trust will be formed
under the depositary trust agreement, dated as
of , 2000 among The Bank of New York, as
trustee, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, other depositors and the owners
of the Market 2000+ 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 Market 2000+ Market 2000+ HOLDRS are designed to achieve the
HOLDRS.................. following:
Diversification. Market 2000+ HOLDRS are
designed to allow you to diversify your
investments by holding the securities of
50 companies, which are the companies with the
largest worldwide market capitalization on July
7, 2000, that are traded on a U.S. stock market
through a single, exchange-listed instrument
representing your undivided beneficial
ownership of the underlying securities.
Flexibility. The beneficial owners of Market
2000+ HOLDRS have undivided beneficial
ownership interests in each of the underlying
securities represented by the Market 2000+
HOLDRS, and can cancel their Market 2000+
HOLDRS to receive each of the underlying
securities represented by the Market 2000+
HOLDRS.
Transaction costs. The expenses associated with
trading Market 2000+ HOLDRS are expected to be
less than trading each of the underlying
securities separately.
Trust assets................. The trust will hold shares of securities issued
by 50 companies that are among the largest
companies with securities traded on a U.S.
stock market, as measured in terms of worldwide
market capitalization on July 7, 2000. Except
when a reconstitution event or a distribution
of securities occurs, the underlying securities
will not change and the securities of a new
company will not be added to the securities
underlying the Market 2000+ HOLDRS.
Reconstitution events are described in this
prospectus under the heading "Description of
the depositary trust agreement--Reconstitution
events."
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.
8
<PAGE>
The Market 2000+ HOLDRS...... The trust will issue Market 2000+ HOLDRS that
represent your undivided beneficial ownership
interest in the shares of U.S.-traded
securities held by the trust on your behalf.
The Market 2000+ HOLDRS themselves are separate
from the underlying securities that are
represented by the Market 2000+ HOLDRS.
The specific share amounts for each round-lot
of 100 Market 2000+ HOLDRS will be determined
on the pricing date so that the initial issue
price will be approximately $90-$100 per Market
2000+ HOLDR and the initial weightings of each
underlying security included in the Market
2000+ HOLDRS will be approximately 2%. Because
only whole share amounts are included in each
round-lot of 100 Market 2000+ HOLDRS and
because of fluctuations in closing market
prices of the underlying securities, the
initial weightings of each of the underlying
securities will not be 2% and could each be
significantly above or below 2%. For purposes
of this preliminary prospectus, the indicative
share amounts and the indicative weightings of
each underlying security, based on market
capitalizations as of July 7, 2000, are set
forth in the table below. However, share
amounts may change during the period between
July 7, 2000 and the pricing date to adjust the
initial weightings of the underlying securities
to provide initial weightings of each of the
underlying securities that are each
approximately 2%, however the actual weightings
could each be significantly above or below 2%,
as discussed above.
After the pricing date, the share amounts will
not change, except for changes due to corporate
events, such as stock splits or reverse stock
splits on the underlying securities, or
reconstitution events. However, the weightings
are expected to change substantially over time
because of price fluctuations.
The following chart provides the
. names of the 50 issuers of the underlying
securities represented by the Market 2000+
HOLDRS,
. stock ticker symbols,
. indicative share amounts represented by a
round-lot of 100 Market 2000+ HOLDRS as of
July 7, 2000,
. indicative weightings as of July 7, 2000,
and
. principal U.S. market on which the
underlying securities represented by the
Market 2000+ HOLDRS are traded.
9
<PAGE>
<TABLE>
<CAPTION>
Indicative Primary
Share Indicative Trading
Name of Company Ticker Amounts Weightings Market
------------------------ ------ ---------- ---------- -------
<S> <C> <C> <C> <C>
America Online, Inc. AOL 3 1.85% NYSE
American International
Group, Inc. AIG 2 2.70% NYSE
Astrazeneca p.l.c. AZN 4 2.11% NYSE
AT&T Corp. T 6 2.18% NYSE
BellSouth Corporation BLS 4 1.86% NYSE
BP Amoco p.l.c. BPA 3 1.87% NYSE
Bristol-Meyers Squibb
Company BMY 3 1.96% NYSE
British
Telecommunications
p.l.c. BTY 1 1.56% NYSE
Cisco Systems, Inc. CSCO 3 2.10% Nasdaq
Citigroup Inc. C 3 2.17% NYSE
The Coca-Cola Company KO 3 1.92% NYSE
Dell Computer
Corporation DELL 4 2.21% Nasdaq
Deutsche Telekom AG DT 3 1.94% NYSE
Eli Lilly and Company LLY 2 2.31% NYSE
EMC Corporation EMC 2 1.69% NYSE
Exxon Mobil Corporation XOM 2 1.73% NYSE
France Telecom FTE 1 1.61% NYSE
General Electric Company GE 4 2.33% NYSE
Glaxo Wellcome p.l.c. GLX 3 1.96% NYSE
Hewlett-Packard Company HWP 1 1.37% NYSE
Home Depot, Inc. HD 3 1.92% NYSE
Intel Corporation INTC 1 1.53% Nasdaq
International Business
Machines Corporation IBM 2 2.29% NYSE
JDS Uniphase Corporation JDSU 2 2.24% Nasdaq
Johnson & Johnson JNJ 2 2.22% NYSE
LM Ericsson Telephone
Company ERICY 9 2.14% Nasdaq
Lucent Technologies Inc. LU 3 1.87% NYSE
Merck & Co., Inc. MRK 2 1.66% NYSE
Microsoft Corporation MSFT 2 1.76% Nasdaq
Morgan Stanley Dean
Witter & Co. MWD 2 2.07% NYSE
Nippon Telegraph and
Telephone Corporation NTT 3 2.44% NYSE
Nokia Corp. NOK 3 1.76% NYSE
Nortel Networks
Corporation NT 3 2.34% NYSE
Novartis AG NVS 5 2.24% NYSE
Oracle Corporation ORCL 2 1.65% Nasdaq
Pfizer Inc. PFE 4 2.12% NYSE
Qwest Communications
International Inc. Q 3 1.82% NYSE
Royal Dutch Petroleum
Company RD 3 2.08% NYSE
SBC Communications Inc. SBC 4 1.99% NYSE
Sony Corporation SNE 2 2.30% NYSE
Sun Microsystems, Inc. SUNW 2 2.04% Nasdaq
Texas Instruments
Incorporated TXN 3 2.26% NYSE
Time Warner Inc. TWX 2 1.78% NYSE
Total Fina Elf S.A. TOT 2 1.72% NYSE
Toyota Motor Corporation TM 2 2.06% NYSE
Verizon Communications VZ 3 1.82% NYSE
Viacom Inc. VIA 3 2.26% NYSE
Vodafone Airtouch p.l.c. VOD 4 2.11% NYSE
Wal-Mart Stores Inc. WMT 3 2.04% NYSE
WorldCom, Inc. WCOM 4 2.01% Nasdaq
</TABLE>
The actual share amounts will be determined on
the pricing date and will appear in the final
prospectus delivered in connection with sales
of the Market 2000+ HOLDRS. These companies are
among
10
<PAGE>
the 50 largest companies, measured by worldwide
market capitalization on July 7, 2000, with
securities traded on a U.S. stock market. The
market capitalization of a company is
determined by multiplying the market price of
its securities by the number of its outstanding
securities.
The trust only will issue and cancel, and you
only may obtain, hold, trade or surrender
Market 2000+ HOLDRS in a round-lot of 100
Market 2000+ HOLDRS and round-lot multiples.
The trust will only issue Market 2000+ HOLDRS
upon the deposit of the whole shares
represented by a round-lot of 100 Market 2000+
HOLDRS. In the event that a fractional share
comes to be represented by a round-lot of
Market 2000+ HOLDRS, the trust may require a
minimum of more than one round-lot of 100
Market 2000+ HOLDRS for an issuance so that the
trust will always receive whole share amounts
for issuance of Market 2000+ HOLDRS.
The number of outstanding Market 2000+ 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 Market 2000+ HOLDRS on a continuous
basis when an investor deposits the required
number of securities with the trustee.
Public offering price........
The initial public offering price for 100
Market 2000+ HOLDRS will equal the sum of the
closing market price on the primary U.S.
trading market on the pricing date for each
underlying security multiplied by the share
amount to be determined on the pricing date,
plus an underwriting fee. It is expected that
the initial public offering price will be
approximately $90-$100 per Market 2000+ HOLDR.
Purchases....................
After the initial offering, you may acquire
Market 2000+ HOLDRS in two ways:
. through an in-kind deposit of the required
number of shares of securities of the
underlying issuers with the trustee, or
. through a cash purchase in the secondary
trading market.
Underwriting fees............
If you purchase Market 2000+ HOLDRS in the
initial public offering, you will pay an
underwriting fee equal to:
. For purchases of Market 2000+ HOLDRS
or fewer, 2%.
. For purchases in excess of Market
2000+ HOLDRS, %.
You will not be charged any issuance fee or
other sales commission in connection with
purchases of Market 2000+ HOLDRS made in the
initial public offering.
Issuance and cancellation
fees.........................
After the initial offering, if you wish to
create Market 2000+ HOLDRS by delivering to the
trust the requisite number of securities
represented by a round-lot of 100 Market 2000+
11
<PAGE>
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 Market 2000+ HOLDRS. If
you wish to cancel your Market 2000+ 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 Market 2000+ HOLDRS.
Commissions.................. If you choose to deposit underlying securities
in order to receive Market 2000+ 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, Robert W. Baird &
Co., A.G. Edwards & Sons, Inc., First Union
Securities, Inc., Legg Mason Wood Walker,
Incorporated, Morgan Keegan & Company, Inc.,
Raymond James & Associates, Inc., Sutro & Co.
Incorporated, Tucker Anthony Cleary Gull,
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 Market
2000+ 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 Market
2000+ 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 Market
2000+ 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
Market 2000+ HOLDRS to the trustee, during the
trustee's business hours, and paying the
cancellation fees, taxes, and other charges.
You should receive the underlying securities no
later than the business day after the trustee
receives a proper notice of cancellation. The
trustee will not deliver fractional shares of
underlying securities. To the extent that any
cancellation of Market 2000+ 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 Market 2000+ 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.
12
<PAGE>
. Receive dividends and other distributions on
the underlying securities, if any are
declared and paid to the trustee by an
issuer of the underlying securities, net of
any applicable taxes or fees; any
distributions of securities by an issuer of
underlying securities will be deposited into
the trust and will become part of the Market
2000+ HOLDRS if such securities are
registered under section 12 of the
Securities Exchange Act of 1934 and are
listed for trading on a national securities
exchange or through Nasdaq.
If you wish to participate in a tender offer
for underlying securities, you must obtain the
underlying securities by surrendering your
Market 2000+ HOLDRS and receiving all of your
underlying securities. For specific information
about obtaining your underlying securities, you
should read the discussion under the caption
"Description of the depositary trust
agreement."
Reconstitution events........
The depositary trust agreement provides for the
automatic distribution of underlying securities
to you in the following four circumstances:
A. If an issuer of underlying securities no
longer has a class of securities registered
under section 12 of the Securities Exchange
Act of 1934, then its securities will no
longer be an underlying security and the
trustee will distribute the shares of that
company to the owners of the Market 2000+
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 Market 2000+ 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 Market 2000+ HOLDRS, unless the
consideration received is securities that
are listed for trading on a U.S. securities
exchange or through Nasdaq. In this case,
the securities received will be treated as
additional underlying securities and will be
deposited into the trust.
D. If an issuer's underlying securities are
delisted from trading on a U.S. securities
exchange or Nasdaq and are not listed for
trading on another U.S. 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. However, any
distributions of securities that are listed for
trading on a U.S. securities exchange or
through Nasdaq will be
13
<PAGE>
deposited into the trust and will become part
of the Market 2000+ HOLDRS.
Termination events...........
A. The Market 2000+ 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 Market
2000+ 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
Market 2000+ HOLDRS vote to dissolve and
liquidate the trust.
If a termination event occurs, the trustee will
distribute the underlying securities to you as
promptly as practicable after the termination
event.
Federal income tax
consequences................. The federal income tax laws will treat a U.S.
holder of Market 2000+ HOLDRS as directly
owning the underlying securities. The Market
2000+ 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 Market
2000+ HOLDRS on the American Stock Exchange
under the symbol "MKH". Trading will take place
only in round-lots of 100 Market 2000+ HOLDRS
and round-lot multiples. A minimum of 150,000
Market 2000+ 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
Market 2000+ HOLDRS. Bid and ask prices,
however, will be quoted per single Market 2000+
HOLDRS.
Clearance and settlement.....
The trust will issue Market 2000+ HOLDRS in
book-entry form. Market 2000+ 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 Market
2000+ HOLDRS."
14
<PAGE>
THE TRUST
General. This discussion highlights information about the Market 2000+
HOLDRS Trust. You should read this information, information about the
depositary trust agreement as well as the depositary trust agreement before you
purchase Market 2000+ HOLDRS. The material terms of the depositary trust
agreement are described in this prospectus under the heading "Description of
the depositary trust agreement."
The Market 2000+ HOLDRS Trust. The trust will be formed pursuant to the
depositary trust agreement, dated as of , 2000. The Bank of New York will
be the trustee. The Market 2000+ HOLDRS Trust is not a registered investment
company under the Investment Company Act of 1940.
The Market 2000+ HOLDRS Trust is intended to hold deposited shares for
the benefit of owners of Market 2000+ 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 MARKET 2000+ HOLDRS
The trust will issue Market 2000+ 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 Market 2000+ HOLDRS on a continuous basis when an investor deposits
the requisite underlying securities with the trustee.
You may only acquire, hold, trade and surrender Market 2000+ HOLDRS in a
round-lot of 100 Market 2000+ HOLDRS and round-lot multiples. The trust will
only issue Market 2000+ HOLDRS upon the deposit of the whole shares of
underlying securities that are represented by a round-lot of 100 Market 2000+
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 Market 2000+ HOLDRS,
the trust may require a minimum of more than one round-lot of 100 Market 2000+
HOLDRS for an issuance so that the trust will always receive whole share
amounts for issuance of Market 2000+ HOLDRS.
Market 2000+ HOLDRS will represent your individual and undivided
beneficial ownership interest in the specified underlying securities. The 50
companies selected as part of this receipt program are listed above in the
section entitled "Highlights of Market 2000+ HOLDRS--The Market 2000+ HOLDRS."
Beneficial owners of Market 2000+ HOLDRS will have the same rights and
privileges as they would have if they beneficially owned the underlying
securities outside of the trust. These include the right of investors to
instruct the trustee to vote the securities, and to receive dividends and other
distributions on the underlying securities, if any are declared and paid to the
trustee by an issuer of an underlying security, as well as the right to cancel
Market 2000+ HOLDRS to receive the underlying securities. See "Description of
the depositary trust agreement." Market 2000+ 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. Market 2000+ 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
Market 2000+ HOLDRS wishes to realize the dollar value of the underlying
securities, that owner will have to cancel the Market 2000+ HOLDRS. Such
cancellation will require payment of fees and expenses as described in
"Description of the depositary trust agreement--Withdrawal of underlying
securities."
15
<PAGE>
Market 2000+ 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. Market 2000+ HOLDRS will be available only in book-entry
form. Owners of Market 2000+ HOLDRS may hold their Market 2000+ 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 of the Market 2000+ HOLDRS
are the common stock and American depositary shares of a group of 50 specified
companies which are among the largest companies whose securities are traded on
a U.S. stock market, as measured in terms of worldwide market capitalization on
July 7, 2000. The market capitalization of a company is determined by
multiplying the market price of its securities by the number of its outstanding
securities.
After the initial deposit, one or more of the issuers of the underlying
securities may no longer have a market capitalization which is among the 50
companies with the largest market capitalization of companies whose securities
are traded on a U.S. stock market. In this case, the Market 2000+ HOLDRS may
consist of securities issued by companies that do not have the largest market
capitalization. Merrill Lynch, Pierce, Fenner & Smith Incorporated will
determine, in its sole discretion, whether the issuer of a particular
underlying security continues to have a leading market capitalization and will
undertake to make adequate disclosure when necessary.
Underlying securities. For a list of the underlying securities
represented by Market 2000+ HOLDRS, please refer to "Highlights of Market 2000+
HOLDRS--The Market 2000+ HOLDRS." If the underlying securities change because
of a reconstitution event or as a result of a distribution of securities, a
revised list of underlying securities will be set forth in a prospectus
supplement and will be available from the American Stock Exchange and through a
widely used electronic information dissemination system such as Bloomberg or
Reuters.
No investigation. In selecting the underlying securities, the trust, the
trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and any affiliate
of these entities, have not performed any investigation or review of the
selected companies, including the public filings by the companies, other than
to the extent required to determine whether the companies satisfied the
program's stated selection criteria. Accordingly, before you acquire Market
2000+ HOLDRS, you should consider publicly available financial and other
information about the issuers of the underlying securities. See "Risk Factors"
and "Where You Can Find More Information." Investors and market participants
should not conclude that the inclusion of a company in the list is any form of
investment recommendation of that company by the trust, the trustee, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, the selling group or any of their
affiliates.
General background and historical information. For a brief description of
the business of each of the issuers of the underlying securities and monthly
pricing information showing the historical performance of each underlying
issuer's securities, see "Annex A."
16
<PAGE>
The following table and graph set forth the composite performance of all
of the underlying securities represented by a single Market 2000+ 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 October 1997
to July 7, 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>
1997 Value
---- ------
<S> <C>
October.......... 40.83
November......... 42.48
December......... 43.74
<CAPTION>
1998 Value
---- ------
<S> <C>
January.......... 45.44
February......... 48.12
March............ 50.49
April............ 51.66
May.............. 50.58
June............. 53.69
July............. 54.68
August........... 47.00
September........ 50.49
October.......... 54.62
November......... 58.18
December......... 63.35
</TABLE>
<TABLE>
<CAPTION>
1999 Value
---- ------
<S> <C>
January.......... 67.61
February......... 65.91
March............ 69.02
April............ 69.64
May.............. 68.23
June............. 72.63
July............. 71.09
August........... 70.84
September........ 71.05
October.......... 77.53
November......... 82.16
December......... 89.20
</TABLE>
<TABLE>
<CAPTION>
2000 Value
---- -----
<S> <C>
January........... 84.53
February.......... 85.99
March............. 93.05
April............. 88.91
May............... 83.89
June.............. 88.49
July 7............ 90.10
</TABLE>
<TABLE>
<S> <C>
</TABLE>
[Chart]
17
<PAGE>
DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT
General. The depositary trust agreement, dated as of , 2000, among
Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York, as
trustee, other depositors and the owners of the Market 2000+ HOLDRS, provides
that Market 2000+ HOLDRS will represent an owner's undivided beneficial
ownership interest in the securities of the underlying companies.
The trustee. The Bank of New York will serve as trustee. The Bank of New
York, which was founded in 1784, was New York's first bank and is the oldest
bank in the country still operating under its original name. The Bank is a
state-chartered New York banking corporation and a member of the Federal
Reserve System. The Bank conducts a national and international wholesale
banking business and a retail banking business in the New York City, New Jersey
and Connecticut areas, and provides a comprehensive range of corporate and
personal trust, securities processing and investment services. In addition, The
Bank of New York acts as depositary for some foreign issuers whose American
depositary shares are included in the Market 2000+ HOLDRS.
Issuance, transfer and surrender of Market 2000+ HOLDRS. You may create
and cancel Market 2000+ HOLDRS only in round-lots of 100 Market 2000+ HOLDRS.
You may create Market 2000+ HOLDRS by delivering to the trustee the requisite
underlying securities. The trust will only issue Market 2000+ HOLDRS upon the
deposit of the whole shares represented by a round-lot of 100 Market 2000+
HOLDRS. In the event that a fractional share comes to be represented by a
round-lot of Market 2000+ HOLDRS, the trust may require a minimum of more than
one round-lot of 100 Market 2000+ HOLDRS for an issuance so that the trust will
always receive whole share amounts for issuance of Market 2000+ HOLDRS.
Similarly, you must surrender Market 2000+ HOLDRS in integral multiples of 100
Market 2000+ HOLDRS to withdraw deposited shares from the trust. The trustee
will not deliver fractional shares of underlying securities, and to the extent
that any cancellation of Market 2000+ 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 Market
2000+ HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated
owning Market 2000+ HOLDRS for its own proprietary account as principal, will
have the right to vote to dissolve and liquidate the trust.
Distributions. You will be entitled to receive, net of trustee fees,
distributions of cash, including dividends, securities or property, if any,
made with respect to the underlying securities. The trustee will use its
reasonable efforts to ensure that it distributes these distributions as
promptly as practicable after the date on which it receives the distribution.
Therefore, you may receive your distributions substantially later than you
would have had you held the underlying securities directly. Any distributions
of securities by an issuer of underlying securities will be deposited into the
trust and will become part of the Market 2000+ HOLDRS if such securities are
registered under section 12 of the Securities Exchange Act of 1934 and are
listed for trading on a national securities exchange or through Nasdaq. You
will be obligated to pay any tax or other charge that may become due with
respect to Market 2000+ 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 Market 2000+ 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 Market 2000+ 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.
18
<PAGE>
Record dates. With respect to dividend payments and voting instructions,
the trustee expects to fix the trust's record dates as close as possible to the
record date fixed by the issuer of the underlying securities.
Shareholder communications. The trustee promptly will forward to you all
shareholder communications that it receives from issuers of the underlying
securities.
Withdrawal of underlying securities. You may surrender your Market 2000+
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 Market
2000+ 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 Market 2000+
HOLDRS.
Further issuances of Market 2000+ HOLDRS. The depositary trust agreement
provides for further issuances of Market 2000+ HOLDRS on a continuous basis
without your consent.
Reconstitution events. The depositary trust agreement provides for the
automatic distribution of underlying securities to you in the following four
circumstances:
A. If an issuer of underlying securities no longer has a class of
securities registered under section 12 of the Securities Exchange
Act of 1934, then its securities will no longer be an underlying
security and the trustee will distribute the shares of that company
to the owners of the Market 2000+ 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 Market 2000+ 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 Market 2000+
HOLDRS, unless the consideration received is securities that are
listed for trading on a U.S. securities exchange or through Nasdaq.
In this case, the securities received will be treated as additional
underlying securities and will be deposited into the trust.
D. If an issuer's underlying securities are delisted from trading on a
U.S. 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. However, any
distributions of securities that are listed for trading on a U.S. securities
exchange or through Nasdaq will be deposited into the trust and will become
part of the Market 2000+ HOLDRS.
Termination of the trust. The trust will terminate if the trustee resigns
and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as initial depositor, within 60 days from the date the trustee
provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
initial depositor, of its intent to resign. Upon termination, the beneficial
owners of Market 2000+ HOLDRS will surrender their Market 2000+ 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 Market 2000+ 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 Market 2000+ HOLDRS are
delisted. Finally, the trust will terminate if 75% of the owners of outstanding
Market 2000+ HOLDRS other than Merrill Lynch, Pierce, Fenner & Smith
Incorporated vote to dissolve and liquidate the trust.
19
<PAGE>
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 Market 2000+ HOLDRS. Promptly after the
execution of any amendment to the agreement, the trustee must furnish or cause
to be furnished written notification of the substance of the amendment to each
owner of Market 2000+ 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 Market 2000+ HOLDRS will not become effective
until 30 days after notice of the amendment is given to the owners of Market
2000+ HOLDRS.
Issuance and cancellation fees. After the initial public offering, the
trust expects to issue more Market 2000+ HOLDRS. If you wish to create Market
2000+ 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 Market 2000+ HOLDRS. If you wish to cancel your Market 2000+ 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 Market 2000+ 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 Market 2000+ HOLDRS after the
conclusion of the initial public offering, you will not be charged the
underwriting fee. However, in addition to the issuance and cancellation fees
described above, you will be responsible for paying any sales commissions
associated with your purchase of the underlying securities that are charged by
your broker, whether it be 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 Market
2000+ 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 Market 2000+
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 Market 2000+ 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 Market 2000+ 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.
20
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
General
The following is a summary of the U.S. federal income tax consequences
relating to the Market 2000+ HOLDRS for:
. a citizen or resident of the United States;
. a corporation or partnership created or organized in the United
States or under the laws of the United States;
. an estate, the income of which is includible in gross income for U.S.
federal income tax purposes regardless of its source;
. a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more U.S. persons have the authority to control all substantial
decisions of the trust (each of the above, a "U.S. receipt holder");
and
. any person other than a U.S. receipt holder (a "non-U.S. receipt
holder").
This summary is based upon laws, regulations, rulings and decisions
currently in effect, all of which are subject to change, possibly on a
retroactive basis. The discussion does not deal with all U.S. federal income
tax consequences applicable to all categories of investors, some of which may
be subject to special rules. In addition, this summary generally is limited to
investors who will hold the Market 2000+ 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 U.S. federal income tax
purposes.
Taxation of Market 2000+ HOLDRS
A receipt holder purchasing and owning Market 2000+ HOLDRS will be
treated, for U.S. federal income tax purposes, as directly owning a
proportionate share of the underlying securities represented by Market 2000+
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 Market 2000+
HOLDRS among the underlying securities based on their relative fair market
values at the time of purchase. Similarly, when a holder sells a receipt, it
will determine the amount realized with respect to each security by allocating
the sales price among the underlying securities based on their relative fair
market values at the time of sale. A holder's gain or loss with respect to each
security will be computed by subtracting its adjusted basis in the security
from the amount realized on the security. With respect to purchases of Market
2000+ 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 Market 2000+ HOLDRS. Similarly, with respect to sales of Market 2000+
HOLDRS for cash in the secondary market, the amount realized with respect to a
sale of Market 2000+ 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
Market 2000+ HOLDRS, the occurrence of a reconstitution event, or a termination
event will not be a taxable event, except to the extent that
21
<PAGE>
cash is distributed in lieu of fractional shares. The receipt holder's holding
period with respect to the distributed securities will include the period that
the holder held the securities through the trust.
Brokerage fees and custodian fees
The brokerage fee incurred in purchasing a receipt will be treated as
part of the cost of the underlying securities. Accordingly, a holder includes
this fee in its tax basis in the underlying securities. A holder will allocate
the brokerage fee among the underlying securities using either a fair market
value allocation or pro rata based on the number of shares of each underlying
security. Similarly, the brokerage fee incurred in selling Market 2000+ HOLDRS
will reduce the amount realized with respect to the underlying securities.
A holder will be required to include in its income the full amount of
dividends paid on the underlying securities, even though the depositary trust
agreement provides that the custodian fees will be deducted directly from any
dividends paid. These custodian fees will be treated as an expense incurred in
connection with a holder's investment in the underlying securities and may be
deductible. If a holder is an individual, estate or trust, however, the
deduction of its share of custodian fees will be a miscellaneous itemized
deduction that may be disallowed in whole or in part.
Special considerations with respect to underlying securities of foreign issuers
With respect to underlying securities of foreign issuers, the gross
amount of any taxable cash distribution will not be eligible for the dividends
received deduction generally allowed to corporate U.S. receipt holders.
If a foreign issuer pays a dividend in a currency other than in U.S.
dollars, the amount of the dividend for U.S. federal income tax purposes will
be the U.S. dollar value, determined at the spot rate on the date of such
payment, regardless of whether the payment is later converted into U.S.
dollars. In this case, the U.S. receipt holder may recognize ordinary income or
loss as a result of currency fluctuations between the date on which the
dividend is paid and the date the dividend amount is converted into U.S.
dollars.
Subject to conditions and limitations, any foreign tax withheld on
dividends may be deducted from taxable income or credited against a U.S.
receipt holder's U.S. federal income tax liability. The limitation on foreign
taxes eligible for the U.S. foreign tax credit is calculated separately with
respect to specific classes of income. For this purpose, dividends distributed
by a foreign issuer generally will constitute passive income or, in the case of
some U.S. holders, financial services income. For purposes of the U.S. foreign
tax credit limitation, dividends received by a U.S. receipt holder with respect
to an underlying security of a foreign issuer generally will be treated as
foreign source income while any gain or loss recognized from the sale of the
security generally will be treated as from sources within the United States.
The rules relating to the determination of the foreign tax credit are complex
and we recommend that U.S. receipt holders consult their own tax advisors to
determine whether and to what extent a credit would be available.
Dividends and distributions made by a foreign issuer may be subject to a
withholding tax. Some foreign issuers have made arrangements through which
holders of their American depositary shares can apply for a refund of withheld
taxes. It is expected that holders of Market 2000+ HOLDRS will be able to use
these arrangements to apply for a refund of withheld taxes.
Additionally, special U.S. federal income tax rules apply to U.S. persons
owning shares of a "passive foreign investment company" (a "PFIC"). We do not
believe that any of the foreign issuers of the underlying securities is
currently a PFIC and do not anticipate that any foreign issuer will become a
PFIC in the future, although no assurances can be made that the applicable tax
law or other relevant circumstances will not change
22
<PAGE>
in a manner which affects the PFIC determination. A foreign corporation
generally will be classified as a PFIC for U.S. federal income tax purposes in
any taxable year in which, after applying relevant look-through rules, either:
. at least 75% of its gross income is "passive income"; or
. on average at least 50% of the gross value of its assets is
attributable to assets that produce "passive income" or are held for
the production of passive income.
Passive income for this purpose generally includes dividends, interest,
royalties, rents, and gains from commodities and securities transactions.
If a corporation were classified as a PFIC, a U.S. receipt holder could
be subject to increased tax liability, possibly including an interest charge,
upon the sale or other disposition of the Market 2000+ HOLDRS or of the
underlying securities or upon the receipt of "excess distributions", unless the
U.S. receipt holder elected to be taxed currently on its pro rata portion of
the corporation's income, whether or not such income was distributed in the
form of dividends or otherwise.
Non-U.S. receipt holders
A non-U.S. receipt holder generally will be subject to U.S. withholding
tax at a rate of 30% or such lower rate as may be specified by an applicable
tax treaty with respect to dividends received on underlying securities of U.S.
issuers. However, if that income is effectively connected with a U.S. trade or
business conducted by the holder or, where a tax treaty applies, it is
attributable to a permanent establishment maintained in the United States by
the holder, then those dividends will be exempt from withholding tax, provided
the holder complies with applicable certification and disclosure requirements.
A non-U.S. receipt holder generally will not be subject to U.S. federal
income or withholding tax with respect to dividends received on underlying
securities of foreign issuers, unless that income is effectively connected with
a U.S. trade or business conducted by such holder or, where a tax treaty
applies, is attributable to a permanent establishment maintained in the United
States by such holder.
With respect to dividends of both U.S. and foreign issuers, a non-U.S.
receipt holder's effectively connected dividends or dividends attributable to a
permanent establishment, net of certain deductions and credits, will be subject
to U.S. federal income taxation at the same graduated rates applicable to U.S.
persons. In addition to this graduated tax, effectively connected dividends or
dividends attributable to a permanent establishment, received by a corporate
non-U.S. receipt holder may also be subject to a branch profits tax at a rate
of 30% or such lower rate as may be specified by an applicable tax treaty.
Under some circumstances, a non-U.S. receipt holder whose dividends are so
effectively connected or attributable shall be entitled to a dividends received
deduction equal to 70% or 80% of the amount of the dividend.
A non-U.S. receipt holder that is eligible for a reduced rate of
withholding tax pursuant to a tax treaty may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the Internal
Revenue Service.
A non-U.S. receipt holder generally will not be subject to U.S. federal
income or withholding tax with respect to gain recognized upon the sale or
other disposition of Market 2000+ HOLDRS or of the underlying securities
unless:
. that gain is effectively connected with a U.S. trade or business
conducted by the holder or, where a tax treaty applies, is
attributable to a permanent establishment maintained in the United
States by such holder,
. in the case of any gain realized by an individual non-U.S. receipt
holder, the holder is present in the United States for 183 days or
more in the taxable year of the sale or other disposition and certain
other conditions are met, or
23
<PAGE>
. the underlying securities issuer is or has been a U.S. real property
holding corporation for U.S. federal income tax purposes at any time
during the shorter of the five-year period ending on the date of the
disposition or the period during which the non-U.S. receipt holder
held the common stock of such issuer and (a) such common stock is not
considered to be "regularly traded on an established securities
market" or (b) the non-U.S. receipt holder owned, actually or
constructively, at any time during the shorter of the periods
described above, more than five percent of the common stock of such
issuer.
Effectively connected or attributable gains generally will be subject to
U.S. federal income taxation at the same graduated rates applicable to U.S.
persons, and may, in the case of a corporate non-U.S. receipt holder, also be
subject to the branch profits tax. We recommend that non-U.S. receipt holders
consult their own tax advisors to determine whether any applicable tax treaties
provide for different rules.
The preceding discussion does not address all aspects of U.S. federal
income taxation that may be relevant in light of a non-U.S. receipt holder's or
an issuer's particular facts and circumstances. We recommend that investors
consult their own tax advisors.
Backup withholding tax, withholding tax and information reporting requirements
Final U.S. Treasury Regulations relating to backup withholding,
withholding and information reporting have been issued that modify certain
rules with respect to payments made after December 31, 2000. Investors are
urged to consult their own tax advisors regarding the application of the backup
withholding, withholding and information reporting requirements, including the
new regulations, with respect to their particular circumstances.
ERISA CONSIDERATIONS
Any plan fiduciary which proposes to have a plan acquire Market 2000+
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 Market 2000+ 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 Market 2000+ HOLDRS. The selling group proposes to offer the Market
2000+ 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 Market 2000+ HOLDRS to Robert
W. Baird & Co., A.G. Edwards & Sons, Inc., First Union Securities, Inc., Legg
Mason Wood Walker, Incorporated, Morgan Keegan & Company, Inc., Raymond James &
Associates, Inc., Sutro & Co. Incorporated, Tucker Anthony Cleary Gull at the
public offering price, as set forth on the cover page of this prospectus, less
a concession that is not in excess of [ ]%. The selling group may allow to
certain dealers, and such dealers may reallow, a discount on sales of Market
2000+ HOLDRS not in excess of [ ]% of the public offering price as set forth
on the cover page of this prospectus. We expect the trust to deliver the
initial distribution of Market 2000+ 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 Market 2000+ 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
24
<PAGE>
Dealers, Inc. Accordingly, sales will not be made to a discretionary account
without the prior written approval of a purchaser of Market 2000+ 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 Market 2000+ HOLDRS. 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 Market 2000+ 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 Market 2000+ 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 Market 2000+ 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 Market 2000+
HOLDRS. While this prospectus is a part of the registration statement, it does
not contain all the exhibits filed as part of the registration statement. You
should consider reviewing the full text of those exhibits.
The registration statement is available over the Internet at the SEC's
Web site at http://www.sec.gov. You also may read and copy the registration
statement at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for more
information on the public reference rooms and their copy charges. Merrill
Lynch, Pierce, Fenner & Smith Incorporated will not file any reports pursuant
to the Exchange Act. The trust will file modified reports pursuant to the
Exchange Act.
Because the securities of the issuers of the underlying securities are
registered under the Exchange Act, the issuers of the underlying securities are
required to file periodically financial and other information specified by the
SEC. For more information about the issuers of the underlying securities,
information provided to or filed with the SEC by the issuers of the underlying
securities with respect to their registered securities can be inspected at the
SEC's public reference facilities or accessed through the SEC's Web site
referenced above. However, some of the issuers of the underlying securities are
considered foreign issuers. The requirements for filing periodic financial and
other information for foreign issuers differ from that of domestic issuers. In
particular, foreign issuers are not required to file quarterly reports with the
SEC and are not required to file
25
<PAGE>
periodic financial and other information on EDGAR. Therefore, this information
may not be accessible through the SEC's Web site. Information regarding the
issuers of the underlying securities may be also 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 Market 2000+ HOLDRS.
This prospectus relates only to Market 2000+ HOLDRS and does not relate to the
common stock or other securities of the issuers of the underlying securities.
We have not made any due diligence inquiries with respect to the issuers of the
underlying securities in connection with Market 2000+ HOLDRS. We make no
representation that these publicly available documents or any other publicly
available information regarding the issuers of the underlying securities are
accurate or complete. Furthermore, we cannot assure you that all events
occurring prior to the date of this prospectus, including events that would
affect the accuracy or completeness of the publicly available documents
described in the preceding paragraph, that would affect the trading price of
the securities of the issuers of the underlying securities, and therefore the
offering and trading prices of the Market 2000+ HOLDRS, have been publicly
disclosed.
26
<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 June 2000. All market prices in excess of one dollar are
rounded to the nearest one-sixty-fourth of a dollar. An asterisk (*) denotes
that no shares of the issuer were trading on a U.S. stock market during that
month. The historical prices of the underlying securities should not be taken
as an indication of future performance.
AMERICA ONLINE, INC. (AOL)
America Online, Inc. provides on-line interactive communications and
services through its America Online and CompuServe worldwide Internet Web
sites. AOL's Web sites offer such features as a personalized news service,
electronic mail, on-line discussion groups and search applications to find
information on the Web. On January 10, 2000, AOL and Time Warner Inc. entered
into a merger agreement. This transaction is subject to regulatory approval and
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 5 5/64 January 2 51/64 January 2 5/16 January 5 63/64 January 43 15/16 January 56 15/16
February 1 7/64 February 3 5/64 February 2 11/32 February 7 19/32 February 44 15/32 February 59 1/4
March 1 5/32 March 3 1/2 March 2 21/32 March 8 35/64 March 73 1/2 March 67 7/16
April 1 29/64 April 4 April 2 53/64 April 10 April 71 3/8 April 60 1/8
May 1 7/64 May 3 17/32 May 3 29/64 May 10 27/64 May 59 5/8 May 53 3/8
June 1 3/8 June 2 47/64 June 3 31/64 June 13 9/64 June 55 June 52 5/8
July 1 23/32 July 1 29/32 July 4 7/32 July 14 41/64 July 47 9/16
August 2 1/16 August 1 57/64 August 4 1/32 August 10 1/4 August 45 21/32
September 2 5/32 September 2 7/32 September 4 23/32 September 13 61/64 September 52 1/32
October 2 1/2 October 1 45/64 October 4 13/16 October 15 59/64 October 64 21/32
November 2 9/16 November 2 13/64 November 4 11/16 November 21 57/64 November 73
December 2 11/32 December 2 5/64 December 5 21/32 December 38 25/32 December 75 7/8
</TABLE>
The closing price on was .
AMERICAN INTERNATIONAL GROUP, INC. (AIG)
American International Group, Inc. provides a broad range of insurance
and insurance-related services and financial services in the United States and
internationally. American International Group's primary activities include
general and life insurance operations. Other significant activities include
asset management services, aircraft leasing, consumer finance services,
institutional, retail and direct investment fund asset management, real estate
investment management services and offering retirement savings products.
<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> <C>
January 24 11/16 January 34 7/16 January 43 1/16 January 58 53/64 January 82 11/32 January 104 3/8
February 24 19/32 February 34 7/16 February 43 1/64 February 64 3/32 February 91 5/32 February 88 7/16
March 24 11/16 March 33 9/32 March 41 47/64 March 67 11/64 March 96 1/2 March 109 1/2
April 25 19/64 April 32 31/64 April 45 11/16 April 70 11/64 April 93 19/32 April 109 11/16
May 26 31/32 May 33 33/64 May 48 9/64 May 66 1/32 May 91 29/64 May 112 9/16
June 27 1/64 June 35 1/16 June 53 7/64 June 77 55/64 June 93 51/64 June 117 1/2
July 26 43/64 July 33 15/32 July 56 51/64 July 80 7/16 July 92 29/32
August 28 43/64 August 33 25/32 August 50 21/64 August 61 27/32 August 92 11/16
September 30 7/32 September 35 53/64 September 55 1/32 September 62 45/64 September 86 15/16
October 30 3/32 October 38 5/8 October 54 7/16 October 68 1/4 October 102 15/16
November 31 29/32 November 40 57/64 November 53 49/64 November 75 13/64 November 103 3/4
December 32 57/64 December 38 31/64 December 58 December 77 19/64 December 108 1/8
</TABLE>
The closing price on was .
A-1
<PAGE>
ASTRAZENECA P.L.C. (AZN)
AstraZeneca p.l.c. is a biosciences company involved in the research,
development, manufacture and marketing of pharmaceutical, agricultural and
specialty chemical products and the supply of healthcare services.
AstraZeneca's research and products focus on several areas, including cancer,
cardiovascular, the central nervous system, gastrointestinal, infection, pain
control, anesthesia and respiratory.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 13 61/64 January 19 29/64 January 28 3/4 January 39 11/16 January 47 January 38
February 13 51/64 February 19 11/64 February 29 21/64 February 44 5/16 February 41 1/16 February 33 1/8
March 14 1/8 March 21 1/4 March 28 21/64 March 43 53/64 March 47 1/16 March 40 1/2
April 14 35/64 April 20 59/64 April 30 1/8 April 43 7/8 April 39 1/4 April 42 1/8
May 15 May 21 3/8 May 30 35/64 May 41 3/8 May 39 3/8 May 42 1/16
June 17 5/64 June 22 23/64 June 33 5/64 June 43 7/8 June 39 3/16 June 46 1/2
July 17 51/64 July 21 37/64 July 33 19/64 July 38 13/16 July 36 3/4
August 17 1/4 August 24 3/64 August 31 53/64 August 36 1/2 August 39 3/8
September 18 11/64 September 24 3/4 September 32 35/64 September 35 September 42 1/4
October 18 51/64 October 27 11/64 October 31 51/64 October 39 1/8 October 45 3/4
November 20 3/8 November 27 43/64 November 32 1/16 November 42 November 44 1/2
December 19 29/64 December 28 December 36 December 44 7/8 December 41 3/4
</TABLE>
The closing price on , was .
AT&T CORP. (T)
AT&T Corp. provides voice, data, and video communications services to
residential consumers, large and small businesses and government entities in
the United States. AT&T has also entered into alliances with international
telecommunications service providers throughout the world to broaden the
geographic range of its service offerings. AT&T provides domestic and
international long-distance, regional, local and wireless telecommunications
services, cable television and Internet communications transmission services
and professional consulting services, providing clients with recommendations
for future investments in new telecommunications-related technologies and
assisting with the implementation of these technologies. AT&T also provides
billing, directory and calling card services to support its communications
business. AT&T markets and sells many of its services through its own direct
sales force.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 23 25/32 January 31 57/64 January 26 1/4 January 41 3/4 January 60 1/2 January 52 3/4
February 24 5/8 February 30 11/32 February 26 37/64 February 40 43/64 February 54 3/4 February 49 3/8
March 24 11/16 March 29 5/32 March 23 1/4 March 43 53/64 March 53 13/64 March 56 5/16
April 24 13/64 April 29 7/32 April 22 21/64 April 40 5/64 April 50 1/2 April 46 5/8
May 24 13/64 May 29 3/4 May 24 1/2 May 40 37/64 May 55 1/2 May 34 11/16
June 25 9/32 June 29 37/64 June 23 3/8 June 38 5/64 June 55 13/16 June 31 13/16
July 25 5/32 July 24 59/64 July 24 35/64 July 40 37/64 July 52 1/8
August 27 1/64 August 25 3/64 August 26 August 33 27/64 August 45
September 31 23/64 September 24 59/64 September 29 1/2 September 38 61/64 September 43 1/2
October 30 17/32 October 23 21/64 October 32 37/64 October 41 43/64 October 46 3/4
November 31 27/64 November 26 11/64 November 37 1/4 November 41 29/64 November 55 7/8
December 30 57/64 December 28 59/64 December 40 7/8 December 50 1/2 December 50 13/16
</TABLE>
The closing price on was .
A-2
<PAGE>
BELLSOUTH CORPORATION (BLS)
BellSouth Corporation provides a broad range of telecommunications
services in the United States and international wireless telecommunications
services. BellSouth's operations are divided into wireline communications,
domestic wireless, international wireless and advertising and publishing
operating segments. Its wireline communications segment offers local exchange,
network access, long-distance and data services in the southeastern United
States and its domestic wireless segment offers a broad range of cellular
services in a similar service area. BellSouth, through its international
wireless segment, has entered into ventures in India, Israel and throughout
Central and South America to provide cellular services and technology. The
advertising and publishing segment prints and sells advertising in telephone
directories. BellSouth markets and sells its products primarily through its own
direct sales force.
<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 13/16 January 21 7/16 January 22 3/16 January 30 9/32 January 44 5/8 January 47 1/16
February 14 23/32 February 19 15/16 February 23 7/16 February 30 15/32 February 46 1/2 February 40 9/16
March 14 7/8 March 18 1/2 March 21 1/16 March 33 23/32 March 40 1/16 March 46 7/8
April 15 9/32 April 20 April 22 1/4 April 32 3/32 April 44 1/2 April 48 11/16
May 15 9/32 May 20 5/16 May 22 11/16 May 32 1/4 May 47 3/16 May 46 11/16
June 15 7/8 June 21 June 23 3/16 June 33 9/16 June 46 1/8 June 42 5/8
July 16 15/16 July 20 1/2 July 23 11/16 July 34 3/8 July 48 1/16
August 17 3/16 August 18 1/8 August 22 August 34 9/32 August 45 1/4
September 18 9/32 September 18 1/2 September 23 1/8 September 37 5/8 September 45
October 19 1/8 October 20 3/8 October 23 21/32 October 39 25/32 October 45
November 19 7/16 November 20 3/16 November 27 3/8 November 43 5/8 November 46 1/16
December 21 3/4 December 20 1/4 December 28 5/32 December 49 7/8 December 46 13/16
</TABLE>
The closing price on was .
BP AMOCO P.L.C. (BPA)
BP Amoco p.l.c. develops and markets oil and petroleum products
throughout the world and is involved in exploration, oil field development and
the manufacture of petroleum-based chemical products. BP Amoco's main
businesses include: oil and natural gas exploration; pipeline transportation;
gas processing and gas marketing; oil supply and trading; refining and
marketing and petrochemical manufacturing and marketing.
<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 13/32 January 24 13/32 January 35 13/32 January 40 5/32 January 40 9/16 January 53 3/4
February 19 1/8 February 25 3/32 February 33 3/32 February 41 11/32 February 42 1/2 February 47 1/16
March 20 15/16 March 26 9/16 March 34 5/16 March 43 1/32 March 50 1/2 March 53 1/4
April 21 17/32 April 27 5/16 April 34 13/32 April 47 1/4 April 56 19/32 April 51
May 21 11/32 May 26 11/32 May 36 7/32 May 44 7/32 May 53 19/32 May 54 9/16
June 21 13/32 June 26 23/32 June 37 7/16 June 44 1/8 June 54 1/4 June 56 5/8
July 22 11/16 July 27 15/32 July 41 7/32 July 40 1/8 July 57 15/16
August 22 17/32 August 29 7/16 August 42 5/16 August 36 9/16 August 55 59/64
September 22 15/32 September 31 1/4 September 45 13/32 September 43 19/32 September 55 13/32
October 22 1/16 October 32 5/32 October 43 7/8 October 44 1/4 October 57 3/4
November 23 29/32 November 34 5/8 November 41 1/2 November 46 1/16 November 60 15/16
December 25 17/32 December 35 11/32 December 39 27/32 December 45 3/8 December 59 5/16
</TABLE>
The closing price on was .
A-3
<PAGE>
BRISTOL-MYERS SQUIBB COMPANY (BMY)
Bristol-Myers Squibb Company is a diversified health and personal care
company that focuses on the manufacture and sales of a broad range of
pharmaceutical and related products. These products include: cardiovascular,
anti-cancer, anti-infective and central nervous system prescription
pharmaceuticals; consumer medicines, such as analgesics; personal care, such as
skin and hair care products, cold remedies and deodorants; nutritional
products; medical devices; and beauty care products. Bristol-Myers markets and
sells its products internationally to the retail and wholesale markets and some
of its products are sold directly to other pharmaceutical companies, hospitals
and healthcare professionals.
<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 3/8 January 22 1/8 January 31 11/16 January 49 27/32 January 64 1/8 January 66 1/4
February 15 15/32 February 21 9/32 February 32 5/8 February 50 3/32 February 62 31/32 February 57 1/4
March 15 23/32 March 21 13/32 March 29 1/2 March 52 5/32 March 64 1/8 March 58
April 16 19/32 April 20 9/16 April 32 3/4 April 52 15/16 April 63 9/16 April 52 7/16
May 16 9/32 May 21 11/32 May 36 11/16 May 53 3/4 May 68 3/4 May 55 1/16
June 17 1/32 June 22 1/2 June 40 1/2 June 57 15/32 June 70 7/16 June 58 1/4
July 17 5/16 July 21 21/32 July 39 5/32 July 56 31/32 July 66 1/2
August 17 3/16 August 21 15/16 August 38 August 48 15/16 August 70 3/8
September 18 7/32 September 2 3/8 September 41 3/8 September 51 15/16 September 67 1/2
October 19 1/16 October 26 7/16 October 43 15/16 October 55 11/32 October 76 13/16
November 20 1/16 November 28 7/16 November 46 13/16 November 61 November 73
December 21 15/32 December 27 1/4 December 47 5/16 December 66 29/32 December 64 3/16
</TABLE>
The closing price on was .
BRITISH TELECOMMUNICATIONS P.L.C. (BTY)
British Telecommunications p.l.c. provides telecommunication services,
including long-distance and international service. British Telecommunications
also manages private networks and offers wireless communication services.
British Telecommunications operates in Europe, North America and the Asia-
Pacific region.
<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 62 7/8 January 53 7/8 January 68 1/2 January 95 3/8 January 155 7/8 January 196
February 59 3/4 February 56 7/8 February 69 3/4 February 101 February 175 5/8 February 178 1/4
March 63 1/4 March 56 5/8 March 70 March 109 3/8 March 164 3/16 March 188 1/8
April 62 1/2 April 55 April 73 5/8 April 108 7/16 April 167 3/4 April 183
May 63 1/8 May 54 3/4 May 73 3/8 May 104 3/8 May 168 May 145 3/4
June 62 3/4 June 53 3/4 June 74 1/4 June 123 1/2 June 171 1/4 June 132 1/4
July 63 1/2 July 56 1/2 July 70 13/16 July 146 7/8 July 176
August 62 3/4 August 58 5/8 August 64 11/16 August 127 15/16 August 154 1/8
September 62 5/8 September 55 7/8 September 66 5/8 September 133 1/16 September 154 15/16
October 59 1/2 October 57 5/8 October 77 3/16 October 130 1/8 October 180
November 57 7/8 November 63 5/8 November 78 November 138 1/4 November 204 1/2
December 56 1/2 December 68 5/8 December 80 5/16 December 151 11/16 December 238
</TABLE>
The closing price on was .
A-4
<PAGE>
CISCO SYSTEMS, INC. (CSCO)
Cisco Systems, Inc. develops and markets hardware and software products
which link computer networks both internally and externally, and provides
worldwide networking capability for the Internet. Cisco produces a range of
products which connect computing devices to networks and connect networks with
each other. Cisco provides routing products, which connect companies' private
networks together, switches to control network data traffic, services to access
networks from any location, network development and design. Cisco markets its
products worldwide through several channels including its own direct sales
force, distributors, value-added resellers, service providers and system
integrators.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 1 55/64 January 4 5/8 January 7 3/4 January 10 33/64 January 27 57/64 January 54 3/4
February 1 7/8 February 5 9/32 February 6 3/16 February 10 63/64 February 24 29/64 February 66 3/32
March 2 1/8 March 5 5/32 March 5 11/32 March 11 25/64 March 27 25/64 March 77 5/16
April 2 7/32 April 5 49/64 April 5 3/4 April 12 13/64 April 28 33/64 April 69 21/64
May 2 7/16 May 6 5/64 May 7 17/32 May 12 39/64 May 27 1/4 May 56 15/16
June 2 13/16 June 6 19/64 June 7 29/64 June 15 11/32 June 32 1/4 June 63 9/16
July 3 3/32 July 5 3/4 July 8 27/32 July 15 61/64 July 31 1/16
August 3 41/64 August 5 55/64 August 8 3/8 August 13 41/64 August 33 29/32
September 3 53/64 September 6 57/64 September 8 1/8 September 15 29/64 September 34 9/32
October 4 5/16 October 6 7/8 October 9 7/64 October 15 3/4 October 37
November 4 43/64 November 7 35/64 November 9 37/64 November 18 27/32 November 44 19/32
December 4 9/64 December 7 1/16 December 9 19/64 December 23 13/64 December 53 9/16
</TABLE>
The closing price on was .
CITIGROUP INC. (C)
Citigroup Inc. operates businesses that provide a range of financial
services to consumer and corporate customers in the United States and
internationally. Citigroup's consumer activities include banking, lending and
investment services. Its corporate and investment banking activities provide
corporations, governments, institutions and investors with financial products
and securities underwriting services. Citigroup's investment management and
private banking activities include asset management services to mutual funds,
institutional and individual investors and personalized wealth management
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 8 3/16 January 14 39/64 January 23 9/32 January 33 3/64 January 37 3/8 January 57
February 8 41/64 February 14 55/64 February 23 53/64 February 37 5/64 February 39 11/64 February 51 13/16
March 8 37/64 March 14 43/64 March 21 21/64 March 40 March 42 37/64 March 59 7/8
April 9 3/16 April 13 43/64 April 24 43/64 April 40 51/64 April 49 59/64 April 59 9/16
May 9 23/64 May 13 53/64 May 24 7/16 May 40 53/64 May 44 11/64 May 62 3/16
June 9 23/32 June 15 13/64 June 28 1/32 June 40 27/64 June 47 1/2 June 60 7/16
July 10 17/32 July 14 5/64 July 31 31/32 July 44 53/64 July 44 9/16
August 10 43/64 August 14 29/64 August 28 7/32 August 29 37/64 August 44 7/16
September 11 13/16 September 16 3/8 September 30 23/64 September 25 September 44
October 11 7/32 October 18 5/64 October 31 7/64 October 31 21/64 October 54 1/4
November 13 7/32 November 20 November 33 59/64 November 33 1/2 November 53 7/8
December 13 59/64 December 20 11/64 December 35 59/64 December 33 1/8 December 55 11/16
</TABLE>
The closing price on was .
A-5
<PAGE>
THE COCA-COLA COMPANY (KO)
The Coca-Cola Company manufactures and sells carbonated and non-
carbonated beverages, including fountain-drink syrups, finished beverages and
juice products. Coca-Cola is the largest manufacturer, distributor and marketer
of soft drink concentrates and syrups in the world. Coca-Cola's beverage brands
include Coke, Diet Coke, Sprite, Fanta, Minute Maid juices and Dasani water.
Coca-Cola markets and sells its soft drinks, concentrates and syrups to third-
party bottlers and wholesalers who package the products with Coca-Cola
trademarks, and through its own direct sales force and third-party
distributors.
<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 1/4 January 37 11/16 January 57 7/8 January 64 3/4 January 65 5/16 January 57 7/16
February 27 1/2 February 40 3/8 February 61 February 68 5/8 February 63 7/8 February 48 5/8
March 28 3/16 March 41 3/8 March 55 3/4 March 77 7/16 March 61 3/8 March 46 15/16
April 29 1/16 April 40 3/4 April 63 5/8 April 75 7/8 April 68 1/16 April 47 1/4
May 30 13/16 May 46 May 68 1/2 May 78 3/8 May 68 1/2 May 53 3/8
June 31 7/8 June 49 June 68 June 85 1/2 June 62 June 57 7/16
July 32 13/16 July 46 7/8 July 69 1/8 July 80 1/2 July 60 9/16
August 32 1/8 August 50 August 57 5/16 August 65 1/8 August 59 13/16
September 34 1/2 September 50 7/8 September 61 September 57 5/8 September 48 1/4
October 35 15/16 October 50 1/2 October 56 5/8 October 67 9/16 October 59
November 37 7/8 November 51 1/8 November 62 1/2 November 70 1/16 November 67 3/16
December 37 1/8 December 52 5/8 December 66 11/16 December 67 December 58 1/4
</TABLE>
The closing price on was .
DELL COMPUTER CORPORATION (DELL)
Dell Computer Corporation develops, manufacturers and markets information
processing products, including desktop and notebook computers, network servers,
storage products, hardware and software. Dell's customers include corporations,
institutions, organizations and individual consumers. Dell offers services such
as custom-designed computer systems, telephone and online technical support and
on-site product service. Dell markets and sells Dell products and services
directly to its 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 43/64 January 55/64 January 4 9/64 January 12 7/16 January 50 January 38 7/16
February 21/32 February 1 5/64 February 4 29/64 February 17 31/64 February 40 1/16 February 40 13/16
March 11/16 March 1 3/64 March 4 15/16 March 16 15/16 March 40 7/8 March 53 15/16
April 55/64 April 1 7/16 April 5 15/64 April 20 3/16 April 41 3/16 April 50 1/8
May 25/32 May 1 47/64 May 7 1/32 May 20 39/64 May 34 7/16 May 43 1/8
June 15/16 June 1 19/32 June 7 11/32 June 23 13/64 June 37 June 49 5/16
July 1 1/64 July 1 47/64 July 10 11/16 July 27 5/32 July 40 7/8
August 1 13/64 August 2 2/32 August 10 17/64 August 25 August 48 13/16
September 1 21/64 September 2 7/16 September 12 7/64 September 32 7/8 September 41 13/16
October 1 29/64 October 2 35/64 October 10 1/64 October 32 3/4 October 40 1/8
November 1 25/64 November 3 11/64 November 10 17/32 November 30 13/32 November 43
December 1 5/64 December 3 21/64 December 10 1/2 December 36 19/32 December 51
</TABLE>
The closing price on was .
A-6
<PAGE>
DEUTSCHE TELEKOM AG (DT)
Deutsche Telekom AG is a full-service telecommunications company that
provides public fixed-line voice telephony, mobile communications and cable
television and radio programming primarily in Germany and in parts of Europe.
Deutsche Telekom also offers some of these services outside of Europe. Deutsche
Telekom operates T-Online, an Internet service provider in Europe, and also
provides leased lines, text and data services, corporate network services and
telephone directory assistance.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January 18 5/8 January 17 1/2 January 45 1/4 January 69 5/8
February * February * February 19 3/8 February 20 February 45 5/8 February 84 5/16
March * March * March 21 7/8 March 22 1/16 March 40 7/16 March 80 1/4
April * April * April 21 1/2 April 25 5/16 April 38 3/4 April 67 1/2
May * May * May 22 3/4 May 27 1/4 May 39 9/16 May 61 3/4
June * June * June 24 1/8 June 27 1/2 June 42 1/4 June 56 3/4
July * July * July 23 3/8 July 29 9/16 July 40 7/16
August * August * August 20 1/16 August 24 August 44 3/8
September * September * September 19 1/16 September 29 7/16 September 41 13/16
October * October * October 19 7/16 October 27 1/4 October 46
November * November 21 3/8 November 20 7/16 November 28 5/16 November 56 7/8
December * December 20 3/8 December 18 5/8 December 32 3/4 December 71
</TABLE>
The closing price on was .
ELI LILLY AND COMPANY (LLY)
Eli Lilly and Company researches, develops, manufactures and sells
pharmaceutical products for humans and animals. Research efforts are primarily
directed toward discovering and developing products to diagnose and treat
disease in humans and animals and to increase the efficiency of animal food
production. Eli Lilly products include neuroscience products, such as Prozac,
endocrine products, cardiovascular agents, oncology products and animal health
products for cattle, poultry and swine. Eli Lilly's pharmaceutical products are
distributed primarily through independent wholesale distribution outlets and
marketed through its own sales force. The animal health products are marketed
by its own direct sales force to distributors and feed manufacturers.
<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 15/32 January 28 5/8 January 43 9/16 January 67 5/8 January 93 11/16 January 66 7/8
February 16 3/4 February 30 5/16 February 43 11/16 February 65 13/16 February 94 1/2 February 59 7/16
March 18 9/324 March 32 1/2 March 41 1/8 March 59 5/8 March 84 7/8 March 62 5/8
April 18 11/16 April 29 9/16 April 43 15/16 April 69 9/16 April 73 5/8 April 77 1/8
May 18 21/32 May 32 1/8 May 46 1/2 May 61 3/8 May 71 7/16 May 76 1/8
June 19 5/8 June 32 1/2 June 54 21/32 June 66 1/4 June 71 5/8 June 99 7/8
July 19 9/164 July 28 July 56 1/2 July 67 1/4 July 65 11/16
August 20 15/32 August 28 5/8 August 52 5/16 August 65 3/4 August 74 5/8
September 22 15/32 September 32 1/4 September 60 1/2 September 78 5/16 September 64 3/16
October 24 5/32 October 35 1/4 October 67 1/16 October 81 October 68 7/8
November 24 7/8 November 38 1/4 November 63 November 89 11/16 November 72 11/64
December 28 1/8 December 36 1/2 December 69 5/8 December 88 7/8 December 66 1/2
</TABLE>
The closing price on was .
A-7
<PAGE>
EMC CORPORATION (EMC)
EMC Corporation develops, manufactures and markets business storage
systems and software. EMC's system and software are used by businesses to
retrieve data from their own computer systems and act as a central repository
for the information. EMC's products allow a customer whose network is based on
a variety of different hardware and software systems to manage, share and
protect its critical information. EMC markets and sells its products through
its own direct sales force, distributors, resellers and original equipment
manufacturers.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 2 21/64 January 2 25/64 January 4 47/64 January 8 9/64 January 27 7/32 January 53 5/8
February 2 9/64 February 2 3/4 February 4 1/2 February 9 7/16 February 25 19/32 February 59 1/2
March 2 3/32 March 2 23/32 March 4 7/16 March 9 29/64 March 31 15/16 March 63
April 2 27/64 April 2 9/16 April 4 35/64 April 11 9/16 April 27 15/64 April 69 3/4
May 2 7/8 May 2 3/4 May 4 63/64 May 10 23/64 May 25 7/64 May 58 5/32
June 3 1/32 June 2 5/16 June 4 7/8 June 11 13/64 June 27 1/2 June 77
July 2 55/64 July 2 7/16 July 6 21/64 July 12 1/4 July 30 7/32
August 2 9/16 August 2 13/32 August 6 25/64 August 11 1/8 August 29 15/16
September 2 17/64 September 2 13/16 September 7 19/64 September 14 11/32 September 35 11/16
October 1 15/16 October 3 9/32 October 7 October 16 3/32 October 36 1/2
November 2 15/64 November 4 1/32 November 7 37/64 November 18 1/8 November 41 27/32
December 1 59/64 December 4 9/64 December 6 55/64 December 21 1/4 December 54 5/8
</TABLE>
The closing price on was .
EXXON MOBIL CORPORATION (XOM)
Exxon Mobil Corporation develops and markets energy products in the
United States and internationally. Exxon Mobil is engaged in the exploration,
production, transportation and sale of oil, natural gas and petroleum products.
In addition, Exxon Mobil manufactures petrochemicals, packaging films and
specialty chemicals. Exxon Mobil also participates in coal and mineral mining
and electric power generation.
<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 31 1/4 January 40 1/8 January 51 13/16 January 59 5/16 January 70 1/4 January 83 7/16
February 31 15/16 February 39 3/4 February 50 1/8 February 63 3/4 February 66 9/16 February 75 5/16
March 33 5/16 March 40 3/4 March 53 7/8 March 67 5/8 March 70 9/16 March 77 15/16
April 34 3/4 April 42 1/2 April 56 5/8 April 73 1/16 April 83 1/16 April 77 11/16
May 35 11/16 May 42 3/8 May 59 1/4 May 70 1/2 May 79 7/8 May 83 5/16
June 35 5/16 June 43 7/16 June 61 1/4 June 71 3/8 June 77 1/8 June 78 1/2
July 36 1/4 July 41 1/8 July 64 1/4 July 70 1/4 July 79 3/8
August 34 3/8 August 40 3/4 August 61 3/16 August 65 7/16 August 78 7/8
September 36 1/8 September 41 5/8 September 64 1/16 September 70 5/8 September 76
October 38 3/16 October 44 5/16 October 61 7/16 October 71 5/8 October 74 1/16
November 38 11/16 November 47 3/16 November 61 November 75 November 79 5/16
December 40 1/4 December 49 December 61 3/16 December 73 1/8 December 80 9/16
</TABLE>
The closing price on was .
A-8
<PAGE>
FRANCE TELECOM (FTE)
France Telecom provides a broad range of telecommunications services to
residential, professional and large business customers, primarily in France. It
also provides services in Europe, North and Latin America and the Asia-Pacific
region. France Telecom is also a mobile telecommunications service provider,
offering a wide range of telephony and paging services. In addition to
providing wireline and wireless communications services, France Telecom
provides voice, data and image transmission.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- -------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January 42 1/8 January 93 January 132 1/8
February * February * February * February 48 7/16 February 91 5/16 February 164 1/2
March * March * March * March 53 1/4 March 80 11/16 March 176 15/16
April * April * April * April 54 5/8 April 81 April 158 15/16
May * May * May * May 56 5/16 May 77 1/2 May 145 1/16
June * June * June * June 69 9/16 June 77 June 142 1/2
July * July * July * July 67 July 71 3/8
August * August * August * August 71 1/8 August 78 1/2
September * September * September * September 58 3/4 September 87 1/16
October * October * October 37 7/8 October 70 5/16 October 96 3/4
November * November * November 36 1/4 November 68 1/4 November 116 1/16
December * December * December 36 December 78 15/16 December 133 1/2
</TABLE>
The closing price on was .
GENERAL ELECTRIC COMPANY (GE)
General Electric Company is a diversified industrial corporation, whose
products include appliances, lighting products, aircraft engines and plastics.
General Electric also offers electrical product supply services, electrical
apparatus installation, engineering, repair and rebuilding services, and
computer-related information services. Through its subsidiary, the National
Broadcasting Company, Inc. (NBC), General Electric delivers network television
services, operates television stations and provides cable, Internet and
multimedia programming and distribution services. Through its subsidiary,
General Electric Capital Services, Inc., it offers a range of financial 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 8 37/64 January 12 51/64 January 17 1/4 January 25 53/64 January 34 61/64 January 44 43/64
February 9 1/8 February 12 37/64 February 17 9/64 February 25 59/64 February 33 7/16 February 44 1/8
March 9 March 12 63/64 March 16 35/64 March 28 47/64 March 36 7/8 March 51 7/8
April 9 21/64 April 12 7/8 April 18 1/2 April 28 25/64 April 35 1/8 April 52 27/64
May 9 43/64 May 13 51/64 May 20 1/8 May 27 51/64 May 33 57/64 May 52 5/8
June 9 25/64 June 14 29/64 June 21 43/64 June 30 19/64 June 37 43/64 June 52 3/8
July 9 53/64 July 13 45/64 July 23 3/8 July 29 13/16 July 36 21/64
August 9 13/16 August 13 55/64 August 20 55/64 August 26 43/64 August 37 7/16
September 10 5/8 September 15 11/64 September 22 11/16 September 26 33/64 September 39 33/64
October 10 35/64 October 16 1/8 October 21 35/64 October 29 11/64 October 45 11/64
November 11 3/16 November 17 21/64 November 24 5/8 November 30 1/8 November 43 3/8
December 12 December 16 31/64 December 24 29/64 December 34 December 51 37/64
</TABLE>
The closing price on was .
A-9
<PAGE>
GLAXO WELLCOME P.L.C. (GLX)
Glaxo Wellcome p.l.c. is an international pharmaceutical company that
develops, manufactures and markets prescription and non-prescription medicines.
Glaxo Wellcome has 48 principal medicine products grouped into the therapeutic
areas of respiratory, bacterial infections, viral infections, neurology and
psychiatry, gastrointestinal, cancer, cardiovascular, dermatologicals and
anesthesia.
<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 5/8 January 29 1/8 January 31 7/8 January 53 13/16 January 67 7/8 January 52 3/4
February 20 February 27 3/8 February 33 7/8 February 54 5/16 February 64 1/16 February 48 3/4
March 22 7/8 March 25 March 35 3/8 March 54 1/8 March 66 15/16 March 57 5/16
April 23 5/8 April 24 1/4 April 39 3/8 April 56 9/16 April 58 April 62 13/16
May 23 1/8 May 26 1/8 May 40 1/4 May 53 15/16 May 56 1/4 May 56 5/16
June 24 3/8 June 26 3/4 June 41 13/16 June 59 13/16 June 56 5/8 June 57 13/16
July 23 7/8 July 27 3/4 July 42 1/2 July 60 13/16 July 52 3/16
August 23 3/4 August 28 1/2 August 39 15/16 August 55 3/8 August 52 15/16
September 24 1/8 September 31 1/8 September 44 15/16 September 57 1/8 September 52
October 27 October 31 1/2 October 42 37/64 October 62 1/4 October 59 7/8
November 26 5/8 November 32 7/8 November 45 11/16 November 63 1/2 November 59 7/16
December 28 1/8 December 31 3/4 December 47 7/8 December 69 1/2 December 55 7/8
</TABLE>
The closing price on was .
HEWLETT- PACKARD COMPANY (HWP)
Hewlett-Packard Company designs, manufactures and services equipment and
systems to be used for measurement, calculation and communications. Hewlett-
Packard products include personal computers, printers, calculators, medical
electronic equipment and computer systems. Hewlett-Packard's services include
systems integration, network systems, management consulting and support and
maintenance for its products. Hewlett-Packard markets its products and services
through its own direct sales operations; however, the majority of its sales and
marketing is handled through third-party channels such as retailers, dealers
and value-added resellers.
<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 1/8 January 42 3/8 January 52 5/8 January 60 1/8 January 78 3/8 January 108 1/4
February 28 3/4 February 50 3/8 February 56 1/8 February 67 February 66 7/16 February 134 1/2
March 30 3/32 March 47 1/16 March 53 3/8 March 63 3/8 March 67 13/16 March 132 9/16
April 33 1/16 April 52 15/16 April 52 1/2 April 75 3/8 April 78 7/8 April 135
May 33 May 53 1/4 May 51 1/2 May 62 5/16 May 94 5/16 May 120 3/16
June 37 1/4 June 49 13/16 June 56 June 59 7/8 June 100 1/2 June 124 7/8
July 38 15/16 July 44 July 70 July 55 1/2 July 104 11/16
August 40 August 43 3/4 August 61 1/2 August 48 9/16 August 105 3/8
September 41 11/16 September 48 3/4 September 69 9/16 September 52 15/16 September 90 3/4
October 46 5/16 October 44 1/8 October 61 5/8 October 60 1/4 October 74 3/16
November 41 1/2 November 53 7/8 November 61 1/8 November 62 9/16 November 94 7/8
December 41 7/8 December 50 1/4 December 62 3/8 December 68 5/16 December 113 3/4
</TABLE>
The closing price on was .
A-10
<PAGE>
HOME DEPOT, INC. (HD)
Home Depot, Inc. is a home improvement retailer that operates in the
United States, Canada and Latin America. Home Depot stores sell building
materials, home improvement products and lawn and garden products. In addition,
Home Depot operates mail order businesses that offer maintenance and repair
products and wallpaper and custom window treatments.
<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 25/64 January 10 7/32 January 11 January 20 11/64 January 40 21/64 January 56 5/8
February 9 31/32 February 9 39/64 February 12 9/64 February 21 19/64 February 39 51/64 February 57 1/2
March 9 53/64 March 10 39/64 March 11 57/64 March 22 35/64 March 41 1/2 March 64 1/2
April 9 9/32 April 10 17/32 April 12 57/64 April 23 15/64 April 39 53/64 April 56 1/2
May 9 1/4 May 11 23/64 May 14 1/32 May 26 3/16 May 37 45/64 May 48 13/16
June 9 1/16 June 12 June 15 21/64 June 27 11/16 June 42 61/64 June 49 15/16
July 9 25/32 July 11 3/16 July 16 39/64 July 27 59/64 July 42 35/64
August 8 57/64 August 11 13/16 August 15 47/64 August 25 27/64 August 41
September 8 55/64 September 12 41/64 September 17 3/8 September 26 21/64 September 45 3/4
October 8 9/32 October 12 3/16 October 18 37/64 October 29 3/64 October 50 1/2
November 9 55/64 November 11 37/64 November 18 11/16 November 33 11/64 November 52 51/64
December 10 39/64 December 11 9/64 December 19 5/8 December 40 51/64 December 68 3/4
</TABLE>
The closing price on was .
INTEL CORPORATION (INTC)
Intel Corporation designs, manufactures and markets microprocessors,
chips, memory products, software and networking and communications equipment.
Intel also produces semiconductor integrated circuits used to process
information. Intel markets and sells its products to original equipment
manufacturers of computer systems, Internet service providers, businesses and
individuals though its own direct sales force.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 8 43/64 January 13 13/16 January 40 9/16 January 40 1/2 January 70 15/32 January 98 15/16
February 9 31/32 February 14 45/64 February 35 15/32 February 44 27/32 February 59 31/32 February 113
March 10 39/64 March 14 7/32 March 34 25/32 March 39 1/32 March 59 7/16 March 131 15/16
April 12 51/64 April 16 15/16 April 38 9/32 April 40 13/32 April 61 3/16 April 126 13/16
May 14 1/32 May 18 7/8 May 37 7/8 May 35 23/32 May 54 1/16 May 124 11/16
June 15 53/64 June 18 23/64 June 35 29/64 June 37 1/16 June 59 1/2 June 133 11/16
July 16 1/4 July 18 25/32 July 45 29/32 July 42 7/32 July 69
August 15 11/32 August 19 61/64 August 46 1/16 August 35 19/32 August 82 3/16
September 15 1/32 September 23 55/64 September 46 5/32 September 42 7/8 September 74 5/16
October 17 15/32 October 27 15/32 October 38 1/2 October 44 19/32 October 77 7/16
November 15 7/32 November 31 23/32 November 38 13/16 November 53 13/16 November 76 11/16
December 14 3/16 December 32 47/64 December 35 1/8 December 59 9/32 December 82 5/16
</TABLE>
The closing price on was .
A-11
<PAGE>
INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM)
International Business Machines Corporation develops, manufactures and
markets information processing products and services, such as computers,
software, network systems and network management services. IBM's business is
divided into several main segments including technology, systems, products,
services, software and financing. IBM operates in more than 150 countries and
markets and sells its products through its worldwide sales and distribution
organization and through third-party distributors and resellers.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 18 1/32 January 27 1/8 January 39 7/32 January 49 3/8 January 91 5/8 January 112 1/4
February 18 13/16 February 30 21/32 February 35 15/16 February 52 7/32 February 84 7/8 February 102 3/4
March 20 17/32 March 27 13/16 March 34 5/16 March 51 15/16 March 88 5/8 March 118
April 23 21/32 April 26 15/16 April 40 1/8 April 57 15/16 April 104 19/32 April 111 1/2
May 23 1/4 May 26 11/16 May 43 1/4 May 58 3/4 May 116 May 107 5/16
June 24 June 24 3/4 June 45 1/8 June 57 13/32 June 129 1/4 June 109 9/16
July 27 7/32 July 26 7/8 July 52 7/8 July 66 1/4 July 125 11/16
August 25 27/32 August 28 19/32 August 50 11/16 August 56 5/16 August 124 9/16
September 23 5/8 September 31 1/8 September 53 September 64 1/4 September 121
October 24 5/16 October 32 1/4 October 49 1/4 October 74 1/4 October 98 1/4
November 24 5/32 November 39 27/32 November 54 3/4 November 82 9/16 November 103 1/16
December 22 27/32 December 37 7/8 December 52 5/16 December 92 3/16 December 107 7/8
</TABLE>
The closing price on was .
JDS UNIPHASE CORPORATION (JDSU)
JDS Uniphase Corporation designs, develops and markets the components
which provide the framework for fiber optic networks. Fiber optic networks are
designed to provide faster and more efficient data and information transmission
than traditional copper wiring. JDS Uniphase's components are sold primarily to
telecommunications and cable television system providers. JDS Uniphase also
designs, manufactures and markets laser technology products for its customers
in the biotechnology, industrial process control, graphics, printing and
semiconductor equipment industries. JDS Uniphase markets and sells its products
primarily through its own direct sales force. On July 10, 2000, JDS Uniphase
and SDL Inc. announced that they entered into a merger agreement. This
transaction is subject to stockholder and regulatory approval and 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 7/16 January 1 3/32 January 2 47/64 January 4 19/32 January 11 25/64 January 101 31/32
February 35/64 February 1 7/32 February 2 3/64 February 5 1/64 February 11 1/64 February 131 15/16
March 39/64 March 1 7/32 March 2 5/16 March 5 17/64 March 14 25/64 March 120 9/16
April 5/8 April 1 21/32 April 2 31/64 April 6 25/32 April 15 11/64 April 103 3/4
May 5/8 May 2 3/64 May 3 9/32 May 6 3/8 May 16 3/4 May 88
June 43/64 June 2 7/32 June 3 41/64 June 7 27/32 June 20 3/4 June 119 7/8
July 45/64 July 1 5/8 July 4 17/64 July 6 1/4 July 22 19/32
August 63/64 August 2 21/64 August 4 17/64 August 5 August 26 33/64
September 1 7/64 September 2 41/64 September 4 31/32 September 5 1/8 September 28 29/64
October 59/64 October 3 1/64 October 4 13/64 October 6 11/64 October 41 23/32
November 1 7/14 November 3 23/32 November 5 1/64 November 6 25/32 November 57 3/16
December 1 1/8 December 3 9/32 December 5 11/64 December 8 43/64 December 80 21/32
</TABLE>
The closing price on was .
A-12
<PAGE>
JOHNSON & JOHNSON (JNJ)
Johnson & Johnson manufactures and sells health care products and
provides related services in countries around the globe. Johnson & Johnson's
principal consumer segment focuses on personal care and hygienic products and
its product brands include Band-Aid, Tylenol and Stayfree sanitary products.
Johnson & Johnson's pharmaceutical segment focuses on allergy, anti-infective,
anti-fungal, contraceptive and pain management products. Johnson & Johnson's
professional segment, catering to physicians, nurses, therapists and hospitals,
focuses on diagnostic products, surgical instruments, cardiology products and
other medical equipment and devices. Johnson & Johnson markets and sells its
products through its own direct sales force and through wholesalers.
<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 29 1/16 January 48 January 57 3/4 January 66 15/16 January 85 1/8 January 86 1/16
February 28 3/8 February 46 3/4 February 57 1/2 February 75 3/8 February 85 3/8 February 72
March 29 3/4 March 46 1/8 March 52 7/8 March 73 7/16 March 93 1/2 March 70 1/4
April 32 1/2 April 46 1/4 April 61 1/8 April 71 1/2 April 97 1/2 April 82 1/2
May 33 1/16 May 48 11/16 May 60 May 69 1/16 May 92 5/8 May 89 1/2
June 33 3/4 June 49 1/2 June 64 3/8 June 74 June 98 June 101 7/8
July 35 7/8 July 47 3/4 July 62 1/8 July 77 1/4 July 91 1/16
August 34 1/2 August 49 1/4 August 56 11/16 August 69 August 102 1/4
September 37 1/16 September 51 1/4 September 57 11/16 September 78 1/4 September 91 7/8
October 40 3/4 October 49 1/4 October 57 3/8 October 81 1/2 October 104 3/4
November 43 5/16 November 53 1/4 November 62 15/16 November 81 1/4 November 103 3/4
December 42 3/4 December 49 3/4 December 65 7/8 December 83 7/8 December 93 1/4
</TABLE>
The closing price on was .
LM ERICSSON TELEPHONE COMPANY (ERICY)
LM Ericsson Telephone Company is an international manufacturer of
advanced systems and products for wireline and wireless communications.
Ericsson's range of telecommunication and data communication products includes
systems and services for handling voice, data, images and text in public and
private wireline and wireless communications networks, power equipment, defense
systems electronics and telecommunications.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- ------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 1 11/16 January 2 37/64 January 4 13/64 January 4 53/64 January 6 31/32 January 18 41/64
February 1 25/32 February 2 3/4 February 3 15/16 February 5 43/64 February 6 1/2 February 24
March 1 15/16 March 2 43/64 March 4 15/64 March 5 61/64 March 5 61/64 March 23 29/64
April 2 3/32 April 2 35/64 April 4 13/64 April 6 7/16 April 6 3/4 April 22 7/64
May 2 19/64 May 2 57/64 May 4 29/64 May 6 31/32 May 6 47/64 May 20 1/2
June 2 1/2 June 2 11/16 June 4 59/64 June 7 5/32 June 8 15/64 June 20
July 2 21/64 July 2 35/64 July 5 21/32 July 6 59/64 July 8 1/64
August 2 43/64 August 2 57/64 August 5 7/32 August 5 23/64 August 8 9/64
September 3 1/16 September 3 11/64 September 6 September 4 19/32 September 7 13/16
October 2 43/64 October 3 29/64 October 5 17/32 October 5 21/32 October 10 11/16
November 2 31/32 November 3 55/64 November 5 1/16 November 6 29/32 November 12 3/64
December 2 7/16 December 3 25/32 December 4 43/64 December 5 63/64 December 16 27/64
</TABLE>
The closing price on was .
A-13
<PAGE>
LUCENT TECHNOLOGIES INC. (LU)
Lucent Technologies Inc. develops, manufactures and markets public and
private communications systems, software and products. Lucent's primary
customer base includes communications network operators and service providers.
Lucent provides wireless networks services, local and long distance voice,
data, video and cable services, optical networking for the transmission of
data, switches to route and control network traffic and software products that
manage voice and data communications networks. Lucent markets and sells its
products through its own direct sales force and through arrangements with
third-party dealers and distributors.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January 13 9/16 January 22 1/8 January 56 9/32 January 55 1/2
February * February * February 13 15/32 February 27 3/32 February 50 25/32 February 59 1/2
March * March * March 13 1/8 March 31 31/32 March 54 March 62
April * April 8 25/32 April 14 3/4 April 38 1/8 April 60 April 62 9/16
May * May 9 1/2 May 15 7/8 May 35 15/32 May 56 7/8 May 57 1/4
June * June 9 15/32 June 18 1/64 June 41 19/32 June 67 7/16 June 58 3/4
July * July 9 1/4 July 21 7/32 July 46 3/16 July 65 1/16
August * August 9 7/32 August 19 15/32 August 35 7/16 August 64 1/16
September * September 11 15/32 September 20 11/32 September 34 5/8 September 64 7/8
October * October 11 13/16 October 20 19/32 October 40 3/32 October 64 1/4
November * November 12 13/16 November 20 1/32 November 43 1/32 November 74 1/2
December * December 11 9/16 December 19 31/32 December 54 31/32 December 75
</TABLE>
The closing price on was .
MERCK & CO., INC. (MRK)
Merck & Co., Inc. develops, manufactures and markets a broad range of
human and animal health products. Merck's operations are divided into a
pharmaceutical and a pharmaceutical benefit services segment. The
pharmaceutical segment creates a variety of therapeutic products including
Zocor (high cholesterol treatment), Pepcid (anti-ulcerant) and Propecia (male
baldness treatment). The pharmaceutical benefit services segment fills and
manages prescriptions and operates health management programs. Merck markets
its health products to drug retailers and wholesalers, hospitals, managed
healthcare providers and government agencies through its own representatives.
Its pharmaceutical benefit management services are marketed to corporations,
insurance companies and government agencies.
<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 1/8 January 35 1/16 January 45 5/16 January 58 11/16 January 73 3/8 January 78 5/8
February 21 3/16 February 33 1/8 February 46 1/16 February 63 25/32 February 81 1/2 February 61 9/16
March 21 5/16 March 31 1/8 March 42 1/8 March 64 3/32 March 80 1/8 March 62 1/8
April 21 7/16 April 30 1/4 April 45 3/16 April 60 1/4 April 70 3/8 April 69 1/2
May 23 1/2 May 32 5/16 May 44 15/16 May 58 1/2 May 67 5/8 May 74 5/8
June 24 9/16 June 32 5/16 June 51 5/32 June 66 7/8 June 73 5/8 June 76 5/8
July 25 13/16 July 32 1/8 July 51 15/16 July 61 25/32 July 67 5/8
August 24 15/16 August 32 13/16 August 45 29/32 August 57 31/32 August 67 3/16
September 28 September 35 3/16 September 49 31/32 September 64 25/32 September 64 13/16
October 28 3/4 October 36 15/16 October 44 5/8 October 67 17/32 October 79 9/16
November 30 15/16 November 41 1/2 November 47 13/32 November 77 9/16 November 78 11/16
December 32 13/16 December 39 13/164 December 53 December 73 3/4 December 67 3/16
</TABLE>
The closing price on was .
A-14
<PAGE>
MICROSOFT CORPORATION (MSFT)
Microsoft Corporation develops, manufactures, licenses and supports a
range of software products for various computing devices. Microsoft software
includes operating systems, various personal computers and servers, server
applications and software development tools. Microsoft's online businesses
include the MSN network of Internet products and services, electronic-commerce
platforms and alliances with companies involved with broadband Internet access
and digital network services. Microsoft is currently appealing an antitrust
ruling from the Federal District Court of the District of Columbia, received on
June 7, 2000, ordering that Microsoft be divided into separate operating
systems and software applications 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 7 27/64 January 11 9/16 January 25 1/2 January 37 19/64 January 87 1/2 January 97 7/8
February 7 7/8 February 12 11/32 February 24 3/8 February 42 3/8 February 75 1/16 February 89 3/8
March 8 57/64 March 12 57/64 March 22 59/64 March 44 3/4 March 89 5/8 March 106 1/4
April 10 7/32 April 14 5/32 April 30 3/8 April 45 1/16 April 81 5/16 April 69 3/4
May 10 19/32 May 14 27/32 May 31 May 42 13/32 May 80 11/16 May 62 9/16
June 11 19/64 June 15 1/64 June 31 19/32 June 54 3/16 June 90 3/16 June 80
July 11 5/16 July 14 47/64 July 35 11/32 July 54 31/32 July 85 13/16
August 11 9/16 August 15 5/16 August 33 3/64 August 47 31/32 August 92 9/16
September 11 5/16 September 16 31/64 September 33 5/64 September 55 1/32 September 90 9/16
October 12 1/2 October 17 5/32 October 32 1/2 October 52 15/16 October 92 9/16
November 10 57/64 November 19 39/64 November 35 3/8 November 61 November 91 3/64
December 10 31/32 December 20 21/32 December 32 5/16 December 69 11/32 December 116 3/4
</TABLE>
The closing price on was .
MORGAN STANLEY DEAN WITTER & CO. (MWD)
Morgan Stanley Dean Witter & Co. is a financial services firm that
operates in three business segments: securities, asset management and credit
and transaction services. Morgan Stanley provides products and services in
investment banking, institutional sales and trading, on-line brokerage
services, global asset management services and consumer credit products,
primarily through its Discover Card brand. Morgan Stanley provides its products
and services to corporations, governments, financial institutions and
individuals.
<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 11/32 January 13 17/32 January 19 1/16 January 29 3/16 January 43 5/16 January 66 1/4
February 10 1/32 February 13 7/16 February 19 3/16 February 34 29/32 February 45 1/4 February 70 7/16
March 10 3/16 March 14 5/16 March 17 7/16 March 36 7/16 March 49 31/32 March 82 7/8
April 10 19/32 April 13 5/8 April 19 1/8 April 39 7/16 April 49 19/32 April 76 3/4
May 11 7/8 May 14 13/16 May 20 3/4 May 39 1/32 May 48 1/4 May 71 1/2
June 11 3/4 June 14 9/32 June 21 17/32 June 45 11/16 June 51 5/16 June 83 1/4
July 12 5/8 July 12 23/32 July 26 7/32 July 43 17/32 July 45 1/8
August 12 13/16 August 12 1/2 August 24 1/16 August 29 1/32 August 42 29/32
September 14 1/16 September 13 3/4 September 27 1/32 September 21 9/16 September 44 19/32
October 12 7/16 October 14 23/32 October 24 1/2 October 32 1/2 October 55 5/32
November 12 3/4 November 17 3/32 November 27 5/32 November 34 13/16 November 60 5/16
December 11 3/4 December 16 9/16 December 29 9/16 December 35 1/2 December 71 3/8
</TABLE>
The closing price on was .
A-15
<PAGE>
NIPPON TELEGRAPH AND TELEPHONE CORPORATION (NTT)
Nippon Telegraph and Telephone Corporation is Japan's largest provider of
wireline and wireless voice, data, Internet and related telecommunications
services. NTT's primary business is to provide local, long-distance and
wireless telecommunication services in Japan. NTT also develops and provides
telegraph, Internet and data communications services and is involved in several
international telecommunications operations.
<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 39 3/32 January 39 January 37 January 46 1/2 January 40 5/8 January 75 15/16
February 36 1/32 February 38 1/2 February 36 1/2 February 44 February 40 9/16 February 68
March 39 61/64 March 37 March 35 7/8 March 42 5/16 March 48 3/4 March 78 13/16
April 45 19/32 April 39 1/8 April 38 3/4 April 43 1/2 April 53 3/4 April 63 11/16
May 40 13/64 May 36 May 47 1/8 May 40 1/2 May 48 3/4 May 60 1/16
June 42 5/32 June 36 1/2 June 48 3/4 June 42 June 62 5/8 June 68 3/8
July 44 1/8 July 35 3/8 July 51 1/2 July 43 1/4 July 62 13/16
August 44 39/64 August 36 1/4 August 47 August 37 7/16 August 56 1/2
September 44 1/2 September 38 1/4 September 46 September 36 5/8 September 61 11/16
October 42 October 36 1/4 October 42 7/16 October 39 1/4 October 77 3/8
November 40 1/2 November 36 November 41 9/16 November 37 7/8 November 89 1/4
December 41 December 39 3/8 December 43 5/16 December 37 1/2 December 86 1/8
</TABLE>
The closing price on was .
NOKIA CORP. (NOK)
Nokia Corp. is a leading manufacturer of wireless telephones and a
supplier of wireless and wireline network products and services to
telecommunications operators and Internet service providers. Nokia
telecommunication products include wireless telephones using major digital and
analog standards and network access, switching and management systems. Nokia
also develops and markets digital satellite, cable and land-based television
receivers for broadcast and multimedia applications.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- ------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 2 9/32 January 2 11/32 January 4 3/16 January 4 3/4 January 18 1/64 January 45 23/32
February 2 23/64 February 2 3/16 February 3 21/32 February 6 19/64 February 16 61/64 February 50 7/8
March 2 19/64 March 2 9/64 March 3 41/34 March 6 3/4 March 19 15/32 March 55 1/2
April 2 9/16 April 2 9/32 April 4 3/64 April 8 23/64 April 18 35/64 April 56 1/2
May 2 29/32 May 2 23/32 May 4 1/8 May 8 1/8 May 17 13/16 May 52
June 3 3/4 June 2 5/16 June 4 39/64 June 9 3/32 June 22 57/64 June 50 1/16
July 4 1/8 July 2 13/64 July 5 23/64 July 10 29/32 July 21 17/64
August 4 21/64 August 2 41/64 August 4 27/32 August 8 23/64 August 20 29/32
September 4 23/64 September 2 49/64 September 5 55/64 September 9 25/32 September 22 15/32
October 3 31/64 October 2 29/32 October 5 33/64 October 11 41/64 October 28 31/32
November 3 25/64 November 3 33/64 November 5 13/64 November 12 1/4 November 34 1/2
December 2 7/16 December 3 39/64 December 4 11/32 December 15 1/16 December 47 49/64
</TABLE>
The closing price on was .
A-16
<PAGE>
NORTEL NETWORKS CORPORATION (NT)
Nortel Networks Corporation designs, develops, manufactures and markets
data and telephony networks for telecommunications systems and for the
Internet. Nortel products include systems and services which connect users to
telecommunications networks and the Internet, wireless and wireline
applications for the Internet, optical technology for the transmission of data
on the Internet, Internet access solutions and Internet voice
telecommunications services. Nortel also develops switches and routers which
control and connect network traffic, and it also manufactures telephones and
telecommunications equipment. Nortel markets and sells its products through its
own direct sales force, distributors and value-added resellers.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- -------- --------- -------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 4 17/64 January 5 5/8 January 9 13/64 January 11 9/32 January 15 25/32 January 47 3/4
February 4 17/64 February 5 15/16 February 8 63/64 February 13 5/16 February 14 33/64 February 55 7/8
March 4 47/64 March 5 31/32 March 8 11/64 March 16 5/32 March 15 17/32 March 63
April 4 35/64 April 6 7/16 April 9 5/64 April 15 7/32 April 17 3/64 April 56
May 4 51/64 May 6 25/32 May 10 1/2 May 16 May 18 3/4 May 54 1/8
June 4 9/16 June 6 51/64 June 11 3/8 June 14 3/16 June 21 45/64 June 68 7/8
July 4 45/64 July 5 7/8 July 13 5/64 July 14 23/32 July 22 5/32
August 4 19/32 August 6 15/64 August 12 25/64 August 11 7/8 August 20 17/32
September 4 29/64 September 7 7/32 September 13 September 8 1/64 September 25 1/2
October 4 1/2 October 8 9/64 October 11 7/32 October 10 45/64 October 30 31/32
November 5 3/64 November 8 7/32 November 11 15/64 November 11 43/64 November 36 15/16
December 5 3/8 December 7 47/64 December 11 3/32 December 12 1/2 December 50 1/2
</TABLE>
The closing price on was .
NOVARTIS AG (NVS)
Novartis AG is a pharmaceutical company that is primarily involved in
healthcare, agriculture and nutrition. Novartis develops and sells prescription
medicines and offers over-the-counter medicines such as Maalox and Thera Flu
and also offers the CIBA Vision brand of contact lenses and related products.
Novartis also develops products for sustainable agriculture and provides
pharmaceuticals for animal health.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 12 47/64 January 21 45/64 January 28 13/16 January 43 January 46 7/8 January 30 55/64
February 14 19/64 February 23 31/64 February 28 13/16 February 45 3/4 February 43 9/16 February 31 53/64
March 16 13/64 March 29 19/64 March 30 11/16 March 44 1/4 March 40 3/8 March 34 3/16
April 16 25/64 April 27 15/64 April 33 April 41 21/64 April 36 1/4 April 35
May 16 3/4 May 25 29/32 May 34 1/4 May 42 13/32 May 36 1/8 May 36 7/8
June 17 7/32 June 28 37/64 June 40 1/32 June 41 11/16 June 37 June 40
July 17 27/64 July 27 29/32 July 40 1/16 July 41 3/4 July 35 7/8
August 18 1/64 August 29 13/16 August 35 33/64 August 37 August 35 7/8
September 19 9/64 September 29 11/16 September 38 9/16 September 40 1/8 September 36 7/8
October 20 39/64 October 29 1/4 October 39 17/64 October 44 7/8 October 37 13/32
November 21 25/64 November 29 3/32 November 40 1/16 November 47 1/16 November 38 61/64
December 22 15/16 December 28 35/64 December 40 5/8 December 49 December 36 5/8
</TABLE>
The closing price on was .
A-17
<PAGE>
ORACLE CORPORATION (ORCL)
Oracle Corporation develops, manufactures and markets computer software
that allows businesses to engage in electronic commerce and information
management. Oracle's primary products include systems software for development
of Internet applications and business applications software for a company's
data processing, financial management and customer service needs.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- -------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 4 13/64 January 7 5/64 January 8 41/64 January 7 3/4 January 18 29/64 January 49 61/64
February 4 41/64 February 7 45/64 February 8 23/32 February 8 13/64 February 18 5/8 February 74 1/4
March 4 5/8 March 6 63/64 March 8 9/16 March 10 33/64 March 13 3/16 March 78 1/16
April 4 33/64 April 7 1/2 April 8 53/64 April 8 5/8 April 13 17/32 April 79 15/16
May 5 9/64 May 7 23/64 May 10 23/64 May 7 7/8 May 12 13/32 May 71 7/8
June 5 23/32 June 8 49/64 June 11 3/16 June 8 3/16 June 18 9/16 June 84 1/16
July 6 13/64 July 8 11/16 July 12 3/32 July 8 53/64 July 19 1/32
August 5 15/16 August 7 53/64 August 12 45/64 August 6 41/64 August 18 1/4
September 5 11/16 September 9 29/64 September 12 9/64 September 9 45/64 September 22 3/4
October 6 15/32 October 9 13/32 October 11 59/64 October 9 55/64 October 23 25/32
November 6 23/32 November 10 57/64 November 11 7/64 November 11 27/64 November 33 29/32
December 6 9/32 December 9 9/32 December 7 7/16 December 14 3/8 December 56 1/32
</TABLE>
The closing price on was .
PFIZER INC. (PFE)
Pfizer Inc. develops, manufactures and markets medicines for humans and
animals. Pfizer's operations are divided into pharmaceutical, animal health and
consumer products segments. The pharmaceutical segment includes prescription
drugs for treating cardiovascular and infectious diseases, central nervous
system disorders, diabetes, erectile dysfunction, allergies, arthritis and
other disorders. The animal health segment includes antiparasitic, anti-
infective and anti-inflammatory medicines and vaccines for animals. The
consumer products segment focuses on over-the-counter medications and personal
care products. Leading Pfizer consumer products include Viagra, Zyrtec, Visine
and Bengay. Pfizer Inc. has recently completed its acquisition of Warner-
Lambert 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 6 13/16 January 11 27/64 January 15 27/64 January 27 1/4 January 42 7/8 January 36 3/8
February 6 59/64 February 10 63/64 February 15 17/64 February 29 1/2 February 43 63/64 February 32 1/8
March 7 9/64 March 11 13/64 March 14 1/64 March 33 15/64 March 46 1/4 March 39 9/16
April 7 7/32 April 11 31/64 April 16 April 37 15/16 April 38 23/64 April 42 1/8
May 7 11/32 May 11 51/64 May 17 11/64 May 34 15/16 May 35 43/64 May 44 1/2
June 7 43/64 June 11 57/64 June 19 59/64 June 36 15/64 June 36 21/64 June 48
July 8 7/16 July 11 41/64 July 19 7/8 July 36 39/64 July 33 7/8
August 8 15/64 August 11 53/64 August 18 31/64 August 31 August 37 3/4
September 8 57/64 September 13 3/16 September 20 3/64 September 35 1/4 September 35 7/8
October 9 9/16 October 13 51/64 October 23 43/64 October 35 49/64 October 39 11/16
November 9 43/64 November 14 15/16 November 24 1/4 November 37 5/16 November 36 5/8
December 10 1/2 December 13 53/64 December 24 55/64 December 41 43/64 December 32 7/16
</TABLE>
The closing price on was .
A-18
<PAGE>
QWEST COMMUNICATIONS INTERNATIONAL INC. (Q)
Qwest Communications International Inc. is a telecommunications services
and infrastructure provider. Its operations are divided into communications
services and construction services segments. Qwest's communications services
segment includes Internet and multimedia services, as well as traditional voice
communications services. Qwest's construction services segment builds and
installs fiber optic systems for its own networks and other telecommunications
providers. Through a joint venture in Europe, Qwest is involved in building a
network that will connect 40 cities in Europe and the United States. In the
Asia-Pacific region, Qwest is involved in building a cable to connect
California with Japan and other parts of the region.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January * January * January * January 23 23/32 January 29 31/32 January 39 3/8
February * February * February * February 17 9/16 February 30 23/32 February 46 1/4
March * March * March * March 19 7/16 March 36 3/64 March 48
April * April * April * April 19 9/32 April 42 23/32 April 43 9/16
May * May * May * May 16 17/32 May 42 5/8 May 42 5/16
June * June * June 6 13/16 June 17 7/16 June 33 1/16 June 49 11/16
July * July * July 7 25/32 July 20 3/16 July 29 1/2
August * August * August 10 3/16 August 12 1/2 August 28 3/4
September * September * September 11 17/32 September 15 21/32 September 29 9/16
October * October * October 15 7/16 October 19 9/16 October 36
November * November * November 13 21/32 November 20 November 34 3/16
December * December * December 14 7/8 December 25 December 43
</TABLE>
The closing price on , was .
ROYAL DUTCH PETROLEUM COMPANY (RD)
Royal Dutch Petroleum Company is a holding company which owns 60% of the
companies comprising the Royal Dutch/Shell group of companies. The Royal
Dutch/Shell group of companies was formed out of an alliance between Royal
Dutch and The "Shell" Transport and Trading Company, p.l.c.. The companies
primarily engage in the development and distribution of oil and natural gas and
related products and services. The companies also have investments in
chemicals, coal, solar energy and power generation businesses. Royal Dutch does
not itself engage in operational activities and together with The "Shell"
Transport and Trading Company, p.l.c. owns 100% of the outstanding shares of
the companies included in the Royal Dutch/Shell group of companies.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 27 31/32 January 34 3/4 January 43 11/32 January 51 1/4 January 40 1/16 January 55 1/16
February 28 1/32 February 34 7/16 February 43 1/4 February 54 5/16 February 43 7/8 February 52 3/4
March 30 March 35 5/16 March 43 3/4 March 56 13/16 March 52 March 57 13/16
April 31 April 35 25/32 April 45 1/16 April 56 1/2 April 58 11/16 April 57 3/16
May 31 11/16 May 37 31/64 May 48 13/16 May 56 1/8 May 56 9/16 May 62 7/16
June 30 15/32 June 38 7/16 June 54 3/8 June 54 13/16 June 60 1/4 June 61 9/16
July 31 3/4 July 37 23/32 July 55 15/16 July 51 July 61
August 29 13/16 August 37 11/32 August 50 3/4 August 40 August 61 7/8
September 30 11/16 September 39 1/32 September 55 1/2 September 47 5/8 September 59 1/16
October 30 23/32 October 41 11/32 October 52 11/16 October 49 5/16 October 59 15/16
November 32 3/32 November 42 15/32 November 52 11/16 November 46 15/16 November 58
December 35 9/32 December 42 11/16 December 54 3/16 December 47 7/8 December 60 9/16
</TABLE>
The closing price on , was .
A-19
<PAGE>
SBC COMMUNICATIONS INC. (SBC)
SBC Communications Inc. provides communications services in the United
States, with a focus on Texas and California, and other countries, including
France, Mexico, Taiwan and Israel. SBC provides local and long-distance phone
services, wireless and data communications, paging, Internet services and
messaging, cable and satellite television services, security services and
telecommunications equipment. SBC operations are conducted through its
subsidiaries, which include large regional and national operators such as
Ameritech, Pacific Bell, Southwestern Bell, Cellular One and SNET. SBC also
provides directory advertising and publishing 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 21 5/16 January 28 5/16 January 27 1/2 January 38 7/8 January 54 January 43 1/8
February 20 13/16 February 27 7/16 February 28 3/4 February 37 13/16 February 52 7/8 February 38 1/16
March 21 March 26 5/16 March 26 1/4 March 43 3/8 March 47 3/16 March 42 1/8
April 22 1/16 April 25 1/16 April 27 3/4 April 41 7/16 April 55 3/4 April 43 13/16
May 22 1/2 May 24 11/16 May 29 1/4 May 38 7/8 May 51 1/8 May 43 11/16
June 23 13/16 June 24 5/8 June 30 15/16 June 40 June 58 June 43 1/4
July 24 1/16 July 24 7/16 July 29 19/32 July 40 15/16 July 57 1/8
August 25 5/16 August 23 5/16 August 27 3/16 August 38 1/16 August 48 1/16
September 27 1/2 September 24 1/16 September 30 23/32 September 44 3/8 September 51 1/16
October 27 15/16 October 24 5/16 October 31 13/16 October 46 5/16 October 53
November 27 1/16 November 26 5/16 November 36 5/16 November 47 15/16 November 51 7/8
December 28 5/8 December 25 15/16 December 36 5/8 December 53 5/8 December 48 3/4
</TABLE>
The closing price on , was .
SONY CORPORATION (SNE)
Sony Corporation develops, manufactures, and markets electronic equipment
and instruments including televisions, video cassette players and recorders,
stereo systems and communications equipment. Sony also produces, markets and
distributes recorded music, film, video, television and other entertainment
technologies. In addition, Sony develops, manufactures and markets video game
hardware and software. Sony markets and sells its products through its own
direct sales force and third-party distributors.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 23 1/2 January 31 January 33 11/16 January 46 15/16 January 36 17/32 January 126 1/2
February 21 13/16 February 29 1/4 February 36 3/16 February 45 7/32 February 37 11/32 February 156 3/4
March 24 7/16 March 30 3/8 March 34 9/16 March 42 17/32 March 45 21/32 March 140 1/16
April 25 7/16 April 32 1/4 April 36 11/16 April 42 15/32 April 46 1/4 April 112 13/16
May 24 1/2 May 32 1/16 May 42 5/8 May 41 29/32 May 46 23/32 May 91 3/16
June 24 1/4 June 33 1/16 June 44 June 43 1/32 June 55 3/16 June 94 5/16
July 27 1/8 July 32 July 50 29/32 July 42 1/2 July 62 19/32
August 27 9/16 August 31 5/8 August 44 1/16 August 35 11/32 August 63 21/32
September 26 7/16 September 31 13/16 September 46 31/32 September 34 11/32 September 75 1/32
October 22 7/8 October 30 1/8 October 42 3/16 October 32 15/16 October 79 7/8
November 26 15/16 November 32 5/16 November 41 3/4 November 36 9/16 November 92 3/32
December 30 11/16 December 32 13/16 December 45 3/8 December 36 December 142 3/8
</TABLE>
The closing price on , was .
A-20
<PAGE>
SUN MICROSYSTEMS, INC. (SUNW)
Sun Microsystems, Inc. develops and markets network computing products
for the Internet and for companies' private networks. Sun Microsystems'
products are based on open industry standards, which are applications available
to users for little or no charge, and include computer systems, workstations,
servers, high-speed microprocessors, which allow a computer to process
information, and software. Some of Sun Microsystems' technologies include its
Java software, which allows a user to access Internet applications regardless
of the hardware or software that its system uses, and its Solaris Operating
Environment, which is an operating system which can support numerous
applications, such as electronic commerce operations and database management
technology. Sun Microsystems operates globally, and markets and sells its
products through its own direct sales force and third-party distributors and
resellers.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
---- ------- ---- ------- ---- ------- ---- ------- ---- ------- ---- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 2 3/64 January 5 3/4 January 7 16/16 January 11 63/64 January 27 15/16 January 78 9/16
February 2 February 6 9/16 February 7 23/32 February 11 29/32 February 24 21/32 February 95 1/4
March 2 11/64 March 5 15/32 March 7 7/32 March 10 7/16 March 31 17/64 March 93 45/64
April 2 1/2 April 6 25/32 April 7 13/64 April 10 19/64 April 29 29/32 April 91 15/16
May 2 13/16 May 7 53/64 May 8 1/16 May 10 1/64 May 29 7/8 May 76 5/8
June 3 1/32 June 7 23/64 June 9 5/16 June 10 55/64 June 34 7/16 June 90 15/16
July 3 1/64 July 6 53/64 July 11 27/64 July 11 13/16 July 33 15/16
August 3 5/8 August 6 51/64 August 12 August 9 29/32 August 39 3/4
September 3 15/16 September 7 49/64 September 11 45/64 September 12 29/64 September 46 1/2
October 4 7/8 October 7 5/8 October 8 9/16 October 14 9/16 October 52 29/32
November 5 17/64 November 7 9/32 November 9 November 18 33/64 November 66 1/8
December 5 45/64 December 6 27/64 December 9 31/32 December 21 13/32 December 77 7/16
</TABLE>
The closing price on , was .
TEXAS INSTRUMENTS INCORPORATED (TXN)
Texas Instruments Incorporated designs and supplies digital signal
processors and analog integrated circuits, which serve to convert electronics
from analog to digital. Texas Instruments' semiconductor products are used in
digital cell phones, computers, printers, hard disk drives and modems. Texas
Instruments also sells electronic controls and connectors, sensors, radio-
frequency identification systems and educational and graphing calculators.
Texas Instruments markets and sells its products through its own direct sales
force and third-party distributors.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- ------- --------- ------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 4 5/16 January 5 51/64 January 9 51/64 January 13 21/32 January 24 23/32 January 53 7/8
February 4 59/64 February 6 15/64 February 9 41/64 February 14 1/2 February 22 19/64 February 83 1/16
March 5 17/32 March 6 23/64 March 9 23/64 March 13 17/32 March 24 13/16 March 80
April 6 5/8 April 7 1/16 April 11 5/32 April 16 1/32 April 25 17/32 April 81 7/16
May 7 15/64 May 7 1/32 May 11 7/32 May 12 55/64 May 27 11/32 May 72 1/4
June 8 3/8 June 6 15/64 June 10 33/64 June 14 37/64 June 36 June 68 11/16
July 9 49/64 July 5 13/32 July 14 3/8 July 14 27/32 July 36
August 9 21/64 August 5 27/32 August 14 13/64 August 11 27/32 August 41 1/32
September 9 63/64 September 6 57/64 September 16 3/4 September 13 1/4 September 41 1/8
October 8 9/16 October 6 1/64 October 13 11/32 October 15 63/64 October 44 7/8
November 7 15/64 November 7 31/32 November 12 13/32 November 19 3/32 November 48 1/32
December 6 7/16 December 7 31/32 December 11 1/4 December 21 13/32 December 48 5/16
</TABLE>
The closing price on , was .
A-21
<PAGE>
TIME WARNER INC. (TWX)
Time Warner Inc. is a media and entertainment company which develops,
produces and markets products and services in various segments of the
entertainment industry. Time Warner provides cable television services, owns
television networks, such as CNN, HBO and the Turner networks, and produces
films and television programs. Time Warner is also involved in magazine and
book publishing, music and digital media, which includes Internet-related
services. On January 10, 2000, Time Warner and America Online, Inc. entered
into a merger agreement. This transaction is subject to regulatory approval and
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 18 January 20 3/4 January 19 1/4 January 32 3/32 January 62 1/2 January 79 15/16
February 19 5/16 February 21 3/8 February 20 1/2 February 33 3/4 February 64 1/2 February 85 1/4
March 18 13/16 March 20 7/16 March 21 5/8 March 36 March 70 13/16 March 100
April 18 1/4 April 20 7/16 April 22 1/2 April 39 1/4 April 70 April 89 15/16
May 19 13/16 May 20 3/16 May 23 1/4 May 38 29/32 May 68 1/16 May 78 13/16
June 20 5/8 June 19 5/8 June 24 1/8 June 42 23/32 June 72 5/8 June 76
July 21 7/16 July 17 7/16 July 27 5/16 July 45 5/32 July 72
August 21 1/16 August 16 11/16 August 25 3/4 August 40 3/16 August 59 5/16
September 19 7/8 September 19 1/4 September 27 3/32 September 43 25/32 September 60 3/4
October 18 1/4 October 18 5/8 October 28 27/32 October 46 7/16 October 69 1/2
November 20 November 20 3/8 November 29 1/8 November 52 7/8 November 61 13/16
December 18 15/16 December 18 3/4 December 31 December 62 1/16 December 72 5/16
</TABLE>
The closing price on was .
TOTAL FINA ELF S.A. (TOT)
Total Fina Elf S.A. is an international oil and gas company. Total Fina
is involved in many aspects of the petroleum industry, including oil and gas
exploration, development and production, refining and marketing and trading and
shipping of crude oil and petroleum products. Total Fina also produces
petrochemicals and specialty chemical products for industrial and consumer use.
In addition, Total Fina is involved in the coal mining, nuclear power,
cogeneration and electricity sectors.
<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 34 1/2 January 43 1/8 January 51 7/8 January 51 1/4 January 62 1/4
February 27 3/4 February 32 7/8 February 39 5/8 February 55 February 51 5/8 February 67 1/8
March 30 March 34 March 42 3/8 March 60 1/16 March 61 March 73 5/8
April 31 3/8 April 34 1/4 April 41 5/8 April 58 3/4 April 68 April 75 5/8
May 31 May 36 May 45 5/8 May 62 5/16 May 60 13/16 May 78 15/16
June 30 1/4 June 37 1/8 June 50 5/8 June 65 3/8 June 64 7/16 June 76 13/16
July 31 1/8 July 35 3/4 July 50 7/16 July 57 3/16 July 63 5/8
August 29 3/4 August 37 1/8 August 47 3/8 August 48 1/16 August 65 3/64
September 30 1/8 September 39 1/8 September 57 5/16 September 62 13/16 September 66 15/16
October 30 7/8 October 39 October 55 1/2 October 58 1/2 October 66 11/16
November 30 7/8 November 40 3/8 November 52 9/16 November 61 1/8 November 66 1/8
December 34 December 40 1/4 December 55 3/4 December 49 3/4 December 69 1/4
</TABLE>
The closing price on was .
A-22
<PAGE>
TOYOTA MOTOR CORPORATION (TM)
Toyota Motor Corporation develops, manufactures and markets passenger
cars, recreational and sport-utility vehicles, minivans and trucks and related
parts and accessories. Toyota also provides financing to dealers and their
customers for the purchase or lease of Toyota vehicles. Toyota also sells
industrial equipment and designs and manufactures prefabricated housing. Toyota
markets and sells its cars through independent dealers and its own dealers in
Japan and maintains subsidiaries and networks of dealers in each of its
principal markets outside of Japan.
<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 1/2 January 43 1/4 January 51 3/4 January 56 1/4 January 52 1/2 January 87 1/4
February 35 7/8 February 42 7/8 February 51 1/2 February 54 7/8 February 52 1/4 February 81 5/16
March 39 3/4 March 44 1/2 March 50 1/2 March 52 3/4 March 57 1/4 March 104
April 40 1/2 April 45 1/2 April 57 3/4 April 52 1/2 April 57 1/4 April 99 15/16
May 38 7/8 May 45 3/4 May 57 1/2 May 50 May 54 May 91 3/8
June 39 3/4 June 50 1/8 June 59 1/4 June 51 7/8 June 64 June 93 3/16
July 41 5/8 July 48 1/2 July 61 3/8 July 48 15/16 July 70
August 39 3/8 August 48 1/8 August 52 3/4 August 42 August 62 15/16
September 38 1/8 September 51 1/4 September 61 September 44 7/8 September 62 3/8
October 37 1/8 October 47 1/2 October 56 1/4 October 48 1/2 October 68 7/8
November 39 3/8 November 54 5/8 November 57 3/8 November 50 5/8 November 67 15/16
December 42 1/4 December 57 1/2 December 57 3/8 December 53 3/16 December 97 3/8
</TABLE>
The closing price on was .
VERIZON COMMUNICATIONS (VZ)
Verizon Communications is a telecommunications company that provides
local telephone, wireless communications, long-distance and Internet services.
Verizon was created as a result of the merger of GTE Corporation into Bell
Atlantic Corporation on June 30, 2000. Verizon provides domestic wireline
services, including local telephone service and voice and data transport,
wireless telecommunications services in the United States and has investments
in wireless operations in Latin America, Europe and the Asia-Pacific region. It
also operates domestic and international publishing businesses, including print
directories Web site creation and Web hosting. The historical stock prices
below are the historical stock prices of Bell Atlantic Corporation.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 27 1/8 January 34 7/16 January 33 5/8 January 46 9/32 January 60 January 61 15/16
February 26 13/16 February 33 1/16 February 34 9/16 February 44 7/8 February 57 5/8 February 48 15/16
March 26 7/16 March 30 15/16 March 30 3/8 March 51 1/8 March 51 11/16 March 61 1/8
April 27 5/16 April 32 1/2 April 33 7/8 April 46 25/32 April 57 5/8 April 60
May 27 3/4 May 31 3/16 May 35 May 45 13/16 May 54 3/4 May 52 7/8
June 28 June 31 7/8 June 37 15/16 June 45 5/8 June 65 3/8 June 50 15/16
July 28 5/8 July 29 9/16 July 36 9/32 July 45 11/32 July 64
August 29 3/4 August 28 1/8 August 36 3/16 August 44 1/8 August 61 5/16
September 30 11/16 September 29 15/16 September 40 7/32 September 48 7/16 September 67 5/16
October 31 3/4 October 30 1/8 October 40 October 53 3/16 October 64 15/16
November 31 1/2 November 31 7/16 November 44 5/8 November 55 5/8 November 63 5/16
December 33 7/16 December 32 3/8 December 45 1/2 December 54 December 61 9/16
</TABLE>
The closing price on was .
A-23
<PAGE>
VIACOM INC. (VIA)
Viacom Inc. is a media and entertainment company involved in many
segments of the entertainment industry including production of films and
television programs, ownership of cable television stations, development of
theme parks and publishing. Viacom produces feature films and television
programs though its Paramount divisions and Spelling Entertainment and owns
such television networks as CBS Corporation, MTV Music Television, Showtime and
Nickelodeon. Viacom also owns a majority interest in Blockbuster video stores
and is involved in publishing through Simon & Schuster.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 23 1/16 January 20 1/4 January 17 1/8 January 20 7/8 January 42 1/2 January 55 3/8
February 22 3/8 February 19 5/8 February 17 5/8 February 24 February 44 3/16 February 55 3/4
March 22 3/8 March 21 1/16 March 16 9/16 March 26 7/8 March 41 31/32 March 52 3/4
April 22 15/16 April 20 1/2 April 13 3/8 April 29 April 40 7/8 April 54 3/8
May 23 5/16 May 21 3/16 May 14 27/32 May 27 1/2 May 38 1/2 May 62
June 23 3/16 June 19 7/16 June 15 June 29 1/8 June 44 June 68 3/16
July 25 3/8 July 17 1/2 July 15 7/16 July 34 1/4 July 41 15/16
August 24 5/16 August 15 3/4 August 14 13/16 August 24 13/16 August 42 1/16
September 24 7/8 September 17 11/16 September 15 13/16 September 29 September 42 1/4
October 24 15/16 October 16 5/16 October 15 1/8 October 29 15/16 October 44 3/4
November 24 1/8 November 18 7/8 November 17 1/2 November 33 9/32 November 49 3/4
December 23 11/16 December 17 7/16 December 20 23/32 December 37 December 60 7/16
</TABLE>
The closing price on was .
VODAFONE AIRTOUCH P.L.C. (VOD)
Vodafone Airtouch p.l.c. provides international wireless
telecommunications services which include selling and renting cellular
telephone equipment, providing messaging and data transmission facilities and
access to information services. Vodafone's principal business is the operation
of digital and analog wireless telephone networks in the United Kingdom.
Vodafone also has investments in several international telecommunications
operations. Service on Vodafone networks is generally sold by third-party
service providers or retailers who also sell or rent cellular telephone
equipment.
<TABLE>
<CAPTION>
Closing Closing Closing Closing Closing Closing
1995 Price 1996 Price 1997 Price 1998 Price 1999 Price 2000 Price
--------- -------- --------- -------- --------- -------- --------- -------- --------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 6 1/8 January 7 5/32 January 8 19/32 January 15 3/64 January 39 3/64 January 56
February 6 1/8 February 7 5/64 February 9 1/2 February 17 45/64 February 36 7/16 February 57 11/16
March 6 5/8 March 7 1/2 March 8 53/64 March 20 25/32 March 37 35/64 March 55 9/16
April 6 3/8 April 8 1/32 April 8 27/32 April 21 63/64 April 35 29/32 April 47
May 6 3/4 May 7 59/64 May 8 59/64 May 21 31/32 May 38 9/32 May 45 7/8
June 7 37/64 June 7 3/8 June 9 11/16 June 25 7/32 June 39 13/32 June 41 3/4
July 7 7/8 July 7 5/32 July 10 3/32 July 27 19/64 July 42 3/32
August 8 3/8 August 7 37/64 August 10 3/16 August 25 1/8 August 40 7/64
September 8 13/64 September 6 53/64 September 10 3/4 September 22 43/64 September 47 35/64
October 8 11/64 October 7 23/32 October 10 31/32 October 26 59/64 October 47 5/8
November 7 13/64 November 8 21/32 November 13 13/64 November 29 17/32 November 47 3/16
December 7 3/64 December 8 9/32 December 14 17/32 December 32 7/32 December 49 1/2
</TABLE>
The closing price on was .
A-24
<PAGE>
WAL-MART STORES, INC. (WMT)
Wal-Mart Stores, Inc. operates mass merchandising stores, which serve
customers primarily through the operation of Wal-Mart discount stores, Wal-Mart
Supercenters and Sam's Clubs. The Wal-Mart discount stores and Wal-Mart
Supercenters offer a wide variety of merchandise, including clothing, household
and sporting goods and groceries. Wal-Mart stores sell name-brand merchandise
and merchandise sold under Wal-Mart's own brands. Sam's Clubs are warehouse
stores, accessible by membership only, that offer bulk-quantity name-brand
merchandise and grocery items.
<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 11 7/16 January 10 3/16 January 11 7/8 January 19 29/32 January 43 January 54 3/4
February 11 7/8 February 10 5/8 February 13 3/16 February 23 5/32 February 43 1/16 February 48 7/8
March 12 13/16 March 11 1/2 March 13 15/16 March 25 13/32 March 46 3/32 March 56 1/2
April 11 7/8 April 11 15/16 April 14 1/16 April 25 9/32 April 46 April 55 7/8
May 12 7/16 May 12 15/16 May 14 15/16 May 27 9/16 May 42 5/8 May 57 5/8
June 13 3/8 June 12 11/16 June 16 29/32 June 30 3/8 June 48 1/4 June 57 1/16
July 13 5/16 July 12 July 18 3/4 July 31 9/16 July 42 1/4
August 12 1/4 August 13 3/16 August 17 3/4 August 29 1/2 August 44 5/16
September 12 3/8 September 13 3/16 September 18 15/16 September 27 5/16 September 47 9/16
October 10 13/16 October 13 1/4 October 17 1/2 October 34 17/32 October 56 5/16
November 12 November 12 3/4 November 20 1/32 November 37 21/32 November 57 1/2
December 11 1/8 December 11 3/8 December 19 23/32 December 40 23/32 December 69 1/8
</TABLE>
The closing price on was .
WORLDCOM, INC. (WCOM)
WorldCom, Inc. provides fully integrated local, long distance,
international and Internet services through its own network of fiber optic
cables, digital microwave for data transmission and fixed and transportable
satellite stations on land. WorldCom offers long-distance and local services,
dedicated and dial-up Internet access, wireless services, toll-free services,
calling cards, private lines, debit cards, conference calling and messaging
services. WorldCom operates a "local-to-global-to-local" network with
facilities throughout North America, Latin America, Europe and the Asia-Pacific
region, which reduces its reliance on capacity provided by local public
telecommunications operators. WorldCom markets its services mainly through its
own direct sales force which it targets at specific geographic 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 7 1/4 January 12 13/64 January 16 3/4 January 23 7/8 January 53 11/64 January 45 15/16
February 7 13/16 February 13 1/8 February 17 3/4 February 25 29/64 February 55 February 44 5/8
March 7 51/64 March 15 21/64 March 14 43/64 March 28 45/64 March 59 3/64 March 45 5/16
April 8 April 15 43/64 April 16 April 28 33/64 April 54 51/64 April 45 7/16
May 8 43/64 May 16 19/64 May 19 3/4 May 30 21/64 May 57 37/64 May 37 5/8
June 9 June 18 29/64 June 21 21/64 June 32 19/64 June 57 3/8 June 45 7/8
July 9 61/64 July 17 1/4 July 23 19/64 July 35 1/4 July 55
August 11 15/64 August 14 August 19 61/64 August 27 19/64 August 50 1/2
September 10 45/64 September 14 1/4 September 23 37/64 September 32 37/64 September 47 59/64
October 10 7/8 October 16 1/4 October 22 27/64 October 36 53/64 October 57 13/64
November 10 53/64 November 15 27/64 November 21 21/64 November 39 21/64 November 55 1/8
December 11 3/4 December 17 3/8 December 20 11/64 December 47 53/64 December 53 1/16
</TABLE>
The closing price on was .
A-25
<PAGE>
ANNEX B [This is the insert for the electronic prospectus]
Vision Becomes Reality
Lots of investors want low taxes and low fees.
For good reason, indexing has been the traditional answer.
But even some advocates of indexing believe that traditional index funds are
too active in their trading. In fact, an article in the June 14, 1999 issue of
Forbes said that one of the indexing industry's top experts believed that index
funds run up too much overhead and impose too much in tax costs on their
investors.
Instead, to lower fees and create tax efficiency, the story said, this expert
recommended the ultimate in buy-and-hold investing--a completely static
portfolio.
This vision of investing is now a reality.
Introducing:
[HOLDRS LOGO]
. HOLDRS are not index or exchange traded funds. Because of their
unique design, HOLDRS set new standards in tax efficiency, low cost
and investor control.
. The Market 2000+ HOLDRS are depositary receipts which represent your
ownership in the common stock of 50 of the largest market cap
companies from around the globe.
. You can take hold of the underlying stocks at any time by turning in
your HOLDRS. Just like a direct investment in the underlying stocks,
in most circumstances HOLDRS let you decide when and how to realize
tax gains or losses.
. Unlike index and exchange traded funds, HOLDRS don't change your
stocks to match an index or cap any big winners to satisfy
concentration limits. This minimizes the costs and taxes resulting
from turnover.
. The annual fees on HOLDRS are very low--only 8 cents per HOLDR.
. HOLDRS are exchange listed, so you can buy and sell at any time.
Revolutionize Stock Investing
Because the value of Market 2000+ HOLDRS directly relates to the value of
the 50 underlying stocks, an investment in Market 2000+ HOLDRS involves risks
similar to investing in each of the common stocks. For example, your investment
will decline in value if the underlying stocks decline in value. In addition,
because HOLDRS are not subject to concentration limits, the relative weight of
an individual stock may increase substantially, causing the HOLDRS to be less
diverse and creating more risk. See "Risk Factors".
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
[LOGO OF HOLDRS]
1,000,000,000 Depositary Receipts
Market 2000+ HOLDRS SM Trust
---------------------
PROSPECTUS
---------------------
Merrill Lynch & Co.
Robert W. Baird & Co.
A.G. Edwards & Sons, Inc.
First Union Securities, Inc.
Legg Mason Wood Walker
Incorporated
Morgan Keegan & Company, Inc.
Raymond James & Associates, Inc.
Sutro & Co. Incorporated
Tucker Anthony Cleary Gull
, 2000
Until , 2000 (25 days after the date of this prospectus), all
dealers effecting transactions in the offered Market 2000+ 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............. $290,136
Printing and engraving expenses................................. 150,000
Legal fees and expenses......................................... 200,000
Rating agency fees.............................................. 0
Miscellaneous................................................... 9,864
--------
Total......................................................... $650,000
</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 this
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, on July 28,
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 July 28, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chief Executive Officer,
___________________________________________ Chairman of the Board and
John Steffens Director
* Director
___________________________________________
Stanley O'Neal
* Director
___________________________________________
George A. Schieren
* Director
___________________________________________
Thomas H. Patrick
* Senior Vice President and
___________________________________________ Chief Financial Officer
Ahmass L. Fakahany (Principal Accounting
Officer)
/s/ Stephen G. Bodurtha Attorney-in-Fact
___________________________________________
Stephen G. Bodurtha
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibits
--------
<C> <S>
*4.1 Standard Terms for Depositary Trust Agreements between Merrill Lynch,
Pierce, Fenner & Smith Incorporated and The Bank of New York, as
Trustee dated as of September 2, 1999, and included as exhibits
thereto, form of Depositary Trust Agreement and form of HOLDRS
5.1 Opinion of Shearman & Sterling regarding the validity of the Market
2000+ 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>
--------
* To be filed by amendment.
+ Previously filed.
