424B3 1 f424b3_72502-software.txt PROSPECTUS SUPPLEMENT PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE NO. 424(b)(3) (To Prospectus dated January 29, 2002) REGISTRATION NO.333-43766 1,000,000,000 Depositary Receipts Software HOLDRS (SM) Trust This prospectus supplement supplements information contained in the prospectus dated January 29, 2002 relating to the sale of up to 1,000,000,000 depositary receipts by the Software HOLDRS (SM) Trust. The share amounts specified in the table on page 12 of the base prospectus shall be replaced with the following:
Primary Share Trading Name of Company Ticker Amounts Market ________________________________________________________ ____________ __________ _____________ Adobe Systems Incorporated ADBE 6 NASDAQ BMC Software, Inc. BMC 7 NYSE Check Point Software Technologies Ltd. CHKP 6 NASDAQ Computer Associates International, Inc. CA 17 NYSE Intuit Inc. INTU 6 NASDAQ i2 Technologies, Inc. ITWO 10 NASDAQ Macromedia, Inc. MACR 1 NASDAQ Mercury Interactive Corporation MERQ 2 NASDAQ Micromuse Inc. MUSE 2 NASDAQ Microsoft Corporation MSFT 15 NASDAQ Nuance Communications, Inc. NUAN 1 NASDAQ Openwave Systems lnc. OPWV 2 NASDAQ Oracle Corporation ORCL 24 NASDAQ Peoplesoft, Inc. PSFT 8 NASDAQ Rational Software Corporation RATL 5 NASDAQ SAP AG-preference shares * SAP 16 NYSE Sapient Corporation SAPE 3 NASDAQ Siebel Systems, Inc. SEBL 8 NASDAQ TIBCO Software Inc. TIBX 5 NASDAQ Veritas Software Corporation VRTS 7 NASDAQ
-------------------------------------- *The preference shares of this non-U.S. company trade in the United States as American depositary receipts. Please see "Risk Factors" and "United States Federal Income Tax Consequences--Special considerations with respect to underlying securities of foreign issuers" for additional factors to consider with respect to an investment in a non-U.S. company. The share amounts listed in the table above reflect all previous stock splits, dividends and business combination transactions. Recent Developments As of January 2, 2002, Standard & Poor's Corporation sector classifications are based upon the new Standard & Poor's Global Industry Classification Standard ("GICS") sectors. Standard & Poor's Corporation is an independent source of market information that, among other things, maintains the Global Industry Classification Standard, which classifies the securities of public companies into various sector classifications based upon GICS sectors, which are derived from its own criteria. The GICS classification standards were exclusively effective on January 2, 2002. There are 10 Standard & Poor's GICS sectors and each class of publicly traded securities of a company are given only one GICS sector. The securities included in the Software HOLDRS are currently represented in the Information Technology GICS sector. The Standard & Poor's GICS sector classifications of the securities included in the Software HOLDRS may change over time if the companies that issued these securities change their focus of operations or if Standard & Poor's alters the criteria it uses to determine GICS sectors, or both. As provided in the depositary trust agreement, in addition to the other reconstitution events described therein, if the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation, corporate combination or other event, the trustee will distribute the consideration paid by and received from the acquiring company to the beneficial owners of Software HOLDRS only if the distributed securities have a different Standard & Poor's GICS sector classification than any of the underlying securities represented in the Software HOLDRS at the time of the distribution or exchange or if the securities received are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In any other case, the additional securities received as consideration will be deposited into the Software HOLDRS trust. In addition, securities of a new company will be added to the Software HOLDRS, as a result of a distribution of securities by an underlying issuer, where a corporate event occurs, or where the securities of an underlying issuer are exchanged for the securities of another company, unless the securities received have a Standard & Poor's GICS sector classification that is different from the GICS sector classification of any other security then included in the Software HOLDRS or are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. The date of this prospectus supplement is June 30, 2002.