-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MY1pogGEfBsUgyPLewDDWjXmAOAKIbzwQ+g4lQ5x2ENwDbkOXGsJrnOGl5LF69Y3 AzaMxEcrvzpJY/SJxUbbdQ== 0000947871-03-001558.txt : 20030707 0000947871-03-001558.hdr.sgml : 20030704 20030707165432 ACCESSION NUMBER: 0000947871-03-001558 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERRILL LYNCH PIERCE FENNER & SMITH INC CENTRAL INDEX KEY: 0000728612 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-44286 FILM NUMBER: 03777318 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER FL 12 CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2124496202 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER FL 12 CITY: NEW YORK STATE: NY ZIP: 10080 POS AM 1 posam_070303-europe.txt POST-EFFECTIVE AMENDMENT NO. 2 TO S-1 As filed with the Securities and Exchange Commission on July 7, 2003 Registration No. 333-44286 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- Merrill Lynch, Pierce, Fenner & Smith Incorporated Initial Depositor (Exact name of registrant as specified in charter) ----------- Europe 2001 HOLDRS[SM] Trust [Issuer with respect to the receipts]
Delaware 6211 13-5674085 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification incorporation or organization) Classification Code Number) Number)
----------- 250 Vesey Street New York, New York 10281 (212) 449-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------- Copies to: Judith Witterschein, Esq. Andrew B. Janszky, Esq. Corporate Secretary Shearman & Sterling Merrill Lynch, Pierce, Fenner & Smith 599 Lexington Avenue Incorporated New York, New York 10022 250 Vesey Street (212) 848-4000 New York, New York 10281 (212) 449-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) 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. [_] ================================================================================ PROSPECTUS [GRAPHIC LOGO] 1,000,000,000 Depositary Receipts Europe 2001 HOLDRS[SM] Trust The Europe 2001 HOLDRSSM Trust issues Depositary Receipts called Europe 2001 HOLDRSSM representing your undivided beneficial ownership in the equity securities of a group of specified companies that, when the Europe 2001 HOLDRS were initially issued on January 17, 2001, were among the largest European companies whose equity securities were listed for trading on the New York Stock Exchange or the American Stock Exchange or quoted on the Nasdaq National Market System, as measured in terms of worldwide market capitalization on November 14, 2000. The Bank of New York is the trustee. You only may acquire, hold or transfer Europe 2001 HOLDRS in a round-lot amount of 100 Europe 2001 HOLDRS or round-lot multiples. Europe 2001 HOLDRS are separate from the underlying deposited equity securities that are represented by the Europe 2001 HOLDRS. For a list of the names and the number of shares of the companies that make up a Europe 2001 HOLDR, see "Highlights of Europe 2001 HOLDRS--The Europe 2001 HOLDRS" starting on page 10. The trust will issue the additional Europe 2001 HOLDRS on a continuous basis. Investing in Europe 2001 HOLDRS involves significant risks. See "Risk Factors" starting on page 5. Europe 2001 HOLDRS are neither interests in nor obligations of Merrill Lynch, Pierce, Fenner & Smith Incorporated. Europe 2001 HOLDRS are not interests in The Bank of New York, as trustee. Please see "Description of the Depositary Trust Agreement" in this prospectus for a more complete description of the duties and responsibilities of the trustee, including the obligation of the trustee to act without negligence or bad faith. The Europe 2001 HOLDRS are listed on the American Stock Exchange under the symbol "EKH." On July 1, 2003 the last reported sale price of the Europe 2001 HOLDRS on the American Stock Exchange was $47.45. ----------------------- 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. ----------------------- The date of this prospectus is July 7, 2003. "HOLDRS" and "HOLding Company Depositary ReceiptS" are service marks of Merrill Lynch & Co., Inc. 2 TABLE OF CONTENTS Summary........................................................................4 Risk Factors...................................................................5 Highlights of Europe 2001 HOLDRS..............................................10 The Trust.....................................................................20 Description of Europe 2001 HOLDRS.............................................20 Description of the Underlying Securities......................................21 Description of the Depositary Trust Agreement.................................23 United States Federal Income Tax Consequences.................................26 Erisa Considerations..........................................................30 Plan of Distribution..........................................................30 Legal Matters.................................................................30 Where You Can Find More Information...........................................30 ----------------------- This prospectus contains information you should consider when making your investment decision. With respect to information about Europe 2001 HOLDRS, you should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell Europe 2001 HOLDRS in any jurisdiction where the offer or sale is not permitted. The Europe 2001 HOLDRS are not registered for public sale outside of the United States. Non-U.S. receipt holders should refer to "United States Federal Income Tax Consequences--Non-U.S. receipt holders" and we recommend that non-U.S. receipt holders consult their tax advisors regarding U.S. withholding and other taxes which may apply to ownership of the Europe 2001 HOLDRS or of the underlying securities through an investment in the Europe 2001 HOLDRS. 3 SUMMARY The Europe 2001 HOLDRS trust was formed under the depositary trust agreement, dated as of January 4, 2001 among The Bank of New York, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Europe 2001 HOLDRS. The trust is not a registered investment company under the Investment Company Act of 1940. The trust currently holds equity securities issued by 45 specified companies that are currently listed on the New York Stock Exchange or the American Stock Exchange or quoted on the Nasdaq National Market System. 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. At the time of the initial offering on January 17, 2001, the Europe 2001 HOLDRS consisted of equity securities of 50 of the largest European companies whose equity securities were listed for trading on a U.S. stock market, as measured in terms of worldwide market capitalization on November 14, 2000. The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities. See "Highlights of Europe 2001 HOLDRS--Reconstitution events" and "Highlights of Europe 2001 HOLDRS--Rights relating to the underlying securities" for a discussion of how equity securities of companies that are not the among the largest European companies whose equity securities are listed on a U.S. stock market are included in the trust. The number of shares of each company's equity securities held by the trust with respect to each round-lot of Europe 2001 HOLDRS is specified under "Highlights of Europe 2001 HOLDRS--The Europe 2001 HOLDRS." The securities included in the Europe 2001 HOLDRS consist of American depositary shares, New York registered shares, global shares or ordinary shares and are collectively referred to in this prospectus as equity securities, the securities or the underlying securities. There are currently 45 companies included in the Europe 2001 HOLDRS, which may change as a result of reconstitution events, distributions of securities by underlying issuers or other events. The Europe 2001 HOLDRS are separate from the underlying securities that are represented by the Europe 2001 HOLDRS. On July 1, 2003, there were 459,600 Europe 2001 HOLDRS outstanding. 4 RISK FACTORS An investment in Europe 2001 HOLDRS involves risks similar to investing directly in each of the underlying securities outside of the Europe 2001 HOLDRS. General Risk Factors o Loss of investment. Because the value of Europe 2001 HOLDRS directly relates to the value of the underlying securities, you may lose a substantial portion of your investment in the Europe 2001 HOLDRS if the underlying securities decline in value. o Discount trading price. Europe 2001 HOLDRS may trade at a discount to the aggregate value of the underlying securities. o Ownership of only fractional shares in the underlying securities. As a result of distributions of securities by companies included in the Europe 2001 HOLDRS or other corporate events, such as mergers, a Europe 2001 HOLDR may represent an interest in a fractional share of an underlying security. You will only be entitled to voting, distribution and other beneficial ownership rights in the underlying securities in which you own only fractional shares to the extent that the depositary aggregates your fractional shares with other fractional shares of such underlying securities included in the HOLDR and passes on beneficial ownership rights, including distribution and voting rights, to you based on your proportional, fractional share ownership in the underlying securities. In addition, if you surrender your Europe 2001 HOLDRS to receive the underlying securities and other property represented by your Europe 2000 HOLDRS, you will receive cash in lieu of your fractional shares. You will not be entitled to any securities if your interest in an underlying security is only a fraction of a share. o Not necessarily consisting of the European companies with the largest market capitalization. At the time of the initial offering, the companies included in the Europe 2001 HOLDRS were among the largest European companies whose securities are traded on a U.S. stock market, as measured by worldwide market capitalization on November 14, 2000. One or more of the companies whose equity securities are included in the Europe 2001 HOLDRS may no longer be one of the largest European companies whose securities are traded on a U.S. stock market. In addition, as a result of a merger, acquisition or stock distribution of one or more of the companies included in the Europe 2001 HOLDRS, the securities of a company that is not presently part of the Europe 2001 HOLDRS may be included in the Europe 2001 HOLDRS. In this case, the Europe 2001 HOLDRS may no longer consist solely of securities issued by European companies with the largest market capitalization and, as a result of mergers, acquisitions and stock distributions, the Europe 2001 HOLDRS may in the future include the securities of companies that are not European. o No investigation of underlying securities. The underlying securities initially included in the Europe 2001 HOLDRS were selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated based on the market capitalization of European issuers with securities traded on a U.S. stock market, without regard for the value, price performance, volatility or investment merit of the underlying securities. The Europe 2001 HOLDRS trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their affiliates, have not performed any investigation or review of the selected companies, including the public filings by the companies. Investors and market participants should not conclude that the inclusion of a company is any form of investment recommendation by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or their affiliates. o Concentration of investment. As a result of market fluctuations, reconstitution events, distributions of securities by an underlying issuer or other events which may result in the distribution of securities from, or the inclusion of additional securities in, the Europe 2001 HOLDRS, an investment in Europe 2001 HOLDRS may represent a more concentrated investment in one or more of the underlying 5 securities or one or more industries. A concentrated investment will reduce the diversification of the Europe 2001 HOLDRS and increase your exposure to the risks of concentrated investments. o Conflicting investment choices. In order to sell one or more of the underlying securities individually, participate in any form of stock repurchase program by an issuer of an underlying security or participate in a tender offer relating to one or more of the underlying securities, you will be required to cancel your Europe 2001 HOLDRS and receive delivery of each of the underlying securities. The cancellation of your Europe 2001 HOLDRS will allow you to sell the individual underlying securities or to deliver the individual underlying securities in a tender offer or any form of stock repurchase program. The cancellation of Europe 2001 HOLDRS will involve payment of a cancellation fee to the trustee. o Trading halts. Trading in Europe 2001 HOLDRS on the American Stock Exchange may be halted if trading in one or more of the underlying securities is halted. Trading in Europe 2001 HOLDRS may be halted even if trading continues in some or all of the underlying securities. If trading is halted in the Europe 2001 HOLDRS, you will not be able to trade Europe 2001 HOLDRS and you will only be able to trade the underlying securities if you cancel your Europe 2001 HOLDRS and receive each of the underlying securities, even though there is trading in some of the underlying securities. o Delisting from the American Stock Exchange. If the number of companies whose securities are held in the trust falls below nine, the American Stock Exchange may consider delisting the Europe 2001 HOLDRS. If the Europe 2001 HOLDRS are delisted by the American Stock Exchange, a termination event will result unless the Europe 2001 HOLDRS are listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Europe 2001 HOLDRS are delisted. There are currently 45 companies whose securities are included in the Europe 2001 HOLDRS. o Possible conflicts of interest. Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, selected the underlying securities that were originally included in Europe 2001 HOLDRS and may face possible conflicts of interest as Merrill Lynch, Pierce, Fenner & Smith Incorporated and its affiliates may engage in investment banking or may provide other services for issuers of the underlying securities. o Delays in distributions. The depositary trust agreement provides that the trustee will use its reasonable efforts to distribute any cash or other distributions paid in respect of the underlying securities to you as soon as practicable after receipt of such distribution. However, you may receive such cash or other distributions later than you would if you owned the underlying securities outside of the Europe 2001 HOLDRS. In addition, you will not be entitled to any interest on any distribution by reason of any delay in distribution by the depositary. Risk Factors Specific to Companies Included in the Europe 2001 HOLDRS o The stock prices of some of the companies included in the Europe 2001 HOLDRS have been and will likely continue to be extremely volatile, which will directly affect the price volatility of the Europe 2001 HOLDRS, and you could lose all or a substantial part of your investment. The trading prices of the securities of some companies included in the Europe 2001 HOLDRS have been volatile. These stock prices could be subject to wide fluctuations in response to a variety of factors, including the following: o general market fluctuations; o interest rate and currency fluctuations; o general political and economic conditions, in Europe and throughout the world; 6 o actual or anticipated variations in companies' quarterly operating results; o announcements of technological innovations or new services offered by competitors of the companies included in the Europe 2001 HOLDRS; o changes in financial estimates by securities analysts; o legal or regulatory developments affecting the companies included in the Europe 2001 HOLDRS or in the industries in which they operate; o announcements by competitors of the companies included in the Europe 2001 HOLDRS of significant acquisitions, strategic partnerships, joint ventures or capital commitments; o departures of key personnel; o sales of securities of companies included in Europe 2001 HOLDRS in the open market; and o difficulty in obtaining additional financing. In addition, the trading prices of some of the companies included in the Europe 2001 HOLDRS have experienced extreme price and volume fluctuations in recent months. These fluctuations often have been unrelated or disproportionate to the operating performance of these companies. The valuations of many of the underlying securities are high when measured by conventional valuation standards such as price to earnings and price to sales ratios. Some of the companies do not or in the future might not have earnings. As a result, these trading prices may decline substantially and valuations may not be sustained. Any negative change in the public's perception of the prospects of the underlying companies, generally, could depress their securities' prices regardless of the companies' results. Other broad market and industry factors may decrease the price of the underlying securities, regardless of their operating results. Market fluctuations, as well as general political and economic conditions such as recession, war or interest rate or currency rate fluctuations, also may decrease the market price of these equity securities. For example, there can be no assurance that the terrorist attacks of September 11, 2001 on the United States or any future terrorist attacks or other acts of war will not have a negative effect on the market price of these equity securities. As a result of fluctuations in the trading prices of the companies included in the Europe 2001 HOLDRS, the trading price of Europe 2001 HOLDRS has fluctuated significantly. The initial offering price of a Europe 2001 HOLDR on January 17, 2001 was $98.12 and during 2002, the price of a Europe 2001 HOLDR reached a high of $67.65 and a low of $36.00. o The international operations of the companies included in the Europe 2001 HOLDRS expose them to risks associated with instability and changes in economic and political conditions, foreign currency fluctuations, changes in foreign regulations and other risks inherent to international business. The companies included in the Europe 2001 HOLDRS have international operations which are essential parts of their businesses. The risks of international business that these companies are exposed to include the following: o general economic, social and political conditions; o the difficulty of enforcing intellectual property rights, agreements and collecting receivables through certain foreign legal systems; o differing tax rates, tariffs, exchange controls or other similar restrictions; o currency fluctuations; 7 o 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 o reduction in the number or capacity of personnel in international markets. o It may be impossible to initiate legal proceedings or enforce judgments against many of the companies included in the Europe 2001 HOLDRS. The companies included in the Europe 2001 HOLDRS were incorporated under the laws of a jurisdiction other than the United States and a substantial portion of their assets are located outside the United States. As a result, it may be impossible to effect service of process within the United States on the companies included in the Europe 2001 HOLDRS or enforce judgments made against them in courts in the United States based on civil liability provisions of the securities laws of the United States. In addition, judgments obtained in the United States, especially those awarding punitive damages, may not be enforceable in foreign countries. o Potential voting impediments may exist with respect to the ownership of some of the underlying securities included in the Europe 2001 HOLDRS. Holders of American depositary shares, including those included in the Europe 2001 HOLDRS, may only exercise voting rights with respect to the securities represented by American depositary shares in accordance with the provisions of deposit agreements entered into in connection with the issuance of the American depositary shares. These deposit agreements may not permit holders of American depositary shares to exercise voting rights that attach to the securities underlying the American depositary shares without the issuer first instructing the depositary to send voting information to the holder of the American depositary share. Also, holders of American depositary shares may not exercise voting rights unless they take a variety of steps, which include registration in the share registry of the company that has issued the securities underlying the American depositary shares. The cumulative effect of these steps may make it impractical for holders of American depositary shares to exercise the voting rights attached to the underlying securities. o Some of the underlying securities included in the Europe 2001 HOLDRS are not U.S. shares or American depositary shares and, as a result, may be subject to different procedures relating to the repayment of taxes and the activities of the transfer agent. The securities of some companies included in the Europe 2001 HOLDRS are subject to withholding tax on dividends and distributions. Some companies may not have special arrangements in place for refunding these withheld taxes. In such case, the holders of these securities will have to independently apply to a foreign tax authority for repayment of withheld taxes. In addition, some of the companies included in the Europe 2001 HOLDRS may also have a non-U.S. transfer agent and may hold the securities outside of the United States. Non-U.S. transfer agents are not subject to procedures that govern the activities of transfer agents in the United States. o The primary trading market of most of the underlying securities of Europe 2001 HOLDRS are not U.S. stock exchanges; accordingly, the trading volume of some of the underlying securities may be very low, which could adversely affect the market price of the Europe 2001 HOLDRS. In some cases, the trading volume of some of the underlying securities on a U.S. stock exchange is or may become limited. A low trading volume or liquidity of any of the underlying securities on U.S. stock exchange may adversely affect the market price of an underlying security and of the Europe 2001 HOLDRS. o Exchange rate fluctuations could adversely affect the market price of the underlying securities included in the Europe 2001 HOLDRS and the value of the dividends paid by those companies. The result of operations and the financial position of some of the companies underlying Europe 2001 HOLDRS are reported in local currencies. Exchange rate fluctuations between these currencies and the U.S. dollar may adversely affect the market price of the U.S. exchange listed security and the Europe 2001 HOLDRS. In addition, any dividends that are declared, if any, will likely be set in terms of a currency other than U.S. dollars. As a result, exchange rate fluctuations may also negatively affect the value of dividends declared by many of the companies included in the Europe 2001 HOLDRS. 8 o Companies whose securities are included in the Europe 2001 HOLDRS may need additional financing, which may be difficult to obtain. Failure to obtain necessary financing or doing so on unattractive terms could adversely affect development and marketing efforts and other operations of companies whose securities are included in the Europe 2001 HOLDRS. Companies whose securities are included in Europe 2001 HOLDRS may need to raise additional capital in order to fund the continued development and marketing of their products or to fund strategic acquisitions or investments. Their ability to obtain additional financing will depend on a number of factors, including market conditions, operating performance and investor interest. These factors may make the timing, amount, terms and conditions of any financing unattractive. If adequate funds are not available or are not available on acceptable terms, companies whose securities are included in the Europe 2001 HOLDRS may have to forego strategic acquisitions or investments, reduce or defer their development activities, or delay their introduction of new products and services. Any of these actions may reduce the market price of stocks in the software industry. o Many of the companies included in the Europe 2001 HOLDRS are companies which are involved in the technology and telecommunications industries and are subject to the risks associated with an investment in companies in those industries. The valuations of many technology and telecommunications companies are extraordinarily high based on conventional valuation standards, such as price to earnings and price to sales ratios. As a result, the valuations of companies in these industries, and the trading prices for their stock, may not be sustained. In addition, a company which operates in these industries is exposed to other risks which include the following: o the need to keep pace with rapid technological change in order to remain competitive and to prevent the obsolescence of their products and services; o an inability to adequately protect proprietary rights; o changes in the regulatory environment in which telecommunications companies operate could affect their ability to offer new or existing products and services; and o the need to create and employ new technologies and to offer new services derived from these new technologies to remain competitive. An investment in the Europe 2001 HOLDRS may also be particularly vulnerable to these additional risks because of the significant number of technology and telecommunications companies included in the Europe 2001 HOLDRS. o Many of the companies included in the Europe 2001 HOLDRS are companies which are involved in the healthcare industry and are subject to the additional risks associated with an investment in companies in this industry. The stock prices of companies involved in the healthcare industry are subject to wide fluctuations in response to a variety of factors including: o announcements of technological innovations or new commercial products; o developments in patent or proprietary rights; o government regulatory initiatives; o government regulatory approval processes for product testing and commercialization; and o public concern as to the safety or other implications of healthcare products and services. An investment in the Europe 2001 HOLDRS may also be particularly vulnerable to these additional risks because of the significant number of healthcare companies included in the Europe 2001 HOLDRS. 9 HIGHLIGHTS OF EUROPE 2001 HOLDRS This discussion highlights information regarding Europe 2001 HOLDRS. We present certain information more fully in the rest of this prospectus. You should read the entire prospectus carefully before you purchase Europe 2001 HOLDRS. Issuer................................. Europe 2001 HOLDRS Trust. The trust.............................. The Europe 2001 HOLDRS Trust was formed under the depositary trust agreement, dated as of January 4, 2001 among The Bank of New York, as trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated, other depositors and the owners of the Europe 2001 HOLDRS. The trust is not a registered investment company under the Investment Company Act of 1940. Initial depositor...................... Merrill Lynch, Pierce, Fenner & Smith Incorporated. Trustee................................ The Bank of New York, a New York state- chartered banking organization, is the trustee and receives compensation as set forth in the depositary trust agreement. The trustee is responsible for receiving deposits of underlying securities and delivering Europe 2001 HOLDRS representing the underlying securities issued by the trust. The trustee holds the underlying securities on behalf of the holders of Europe 2001 HOLDRS. Purpose of Europe 2001 HOLDRS.......... Europe 2001 HOLDRS are designed to achieve the following: Diversification. Europe 2001 HOLDRS are designed to allow you to diversify your investments by holding the equity securities of companies that are among the largest European companies with securities traded on a U.S. stock market, through a single, exchange-listed instrument representing your undivided beneficial ownership of the underlying securities. At the time of the initial offering on January 17, 2001, the Europe 2001 HOLDRS consisted of the equity securities of specified companies that were among the largest European companies whose equity securities were listed for trading on a U.S. stock market, as measured by worldwide market capitalization on November 14, 2000. Flexibility. The beneficial owners of Europe 2001 HOLDRS have undivided beneficial ownership interests in each of the underlying securities represented by the Europe 2001 HOLDRS, and can cancel their Europe 2001 HOLDRS to receive each of the underlying securities represented by the Europe 2001 HOLDRS. Transaction costs. The expenses associated with buying and selling Europe 2001 HOLDRS in the secondary market are expected to be less than separately 10 buying and selling each of the underlying securities in a traditional brokerage account with transaction-based charges. Trust assets........................... The trust holds the equity securities issued by specified companies that, when initially selected, were among the largest European companies with equity securities traded on a U.S. stock market, as measured in terms of worldwide market capitalization on November 14, 2000. Except when a reconstitution event, distribution of securities by an underlying issuer or other event occurs, the underlying securities will not change. Reconstitution events are described in this prospectus under the heading "Description of the Depositary Trust Agreement--Distributions" and "--Reconstitution events." There are currently 45 companies included in the Europe 2001 HOLDRS. The trust's assets may increase or decrease as a result of in-kind deposits and withdrawals of the underlying securities during the life of the trust. The Europe 2001 HOLDRS................. The trust has issued, and may continue to issue Europe 2001 HOLDRS that represent an undivided beneficial ownership interest in the shares of U.S.-traded securities that are held by the trust on your behalf. The Europe 2001 HOLDRS themselves are separate from the underlying securities that are represented by the Europe 2001 HOLDRS. 11 The following table provides: o the names of the 45 issuers of the underlying securities currently represented by the Europe 2001 HOLDRS, o the stock ticker symbols, o the share amounts currently represented by a round-lot of 100 Europe 2001 HOLDRS, and o the principal U.S. market on which the underlying securities are traded.
Primary U.S. Share Trading Name of Company Ticker Amounts Market --------------------------------------------- ------ ------- ------ AEGON N.V.(1) AEG 5.2 NYSE Alcatel* ALA 3 NYSE Amdocs Limited DOX 3 NYSE ARM Holdings p.l.c.* ARMHY 8 NASDAQ ASM International N.V. ASMI 13 NASDAQ ASML Holding N.V. ASML 7 NASDAQ AstraZeneca p.l.c.* AZN 4 NYSE Autonomy Corporation p.l.c.* AUTN 1.2 NASDAQ Aventis S.A.* AVE 2 NYSE AXA* AXA 6 NYSE Bookham Technology p.l.c.* BKHM 12 NASDAQ BP p.l.c.* BP 4 NYSE Business Objects S.A.* BOBJ 4.5 NASDAQ Cable & Wireless p.l.c.* CWP 4 NYSE DaimlerChrysler AG DCX 4 NYSE Deutsche Telekom AG* DT 5 NYSE Diageo p.l.c.* DEO 5 NYSE Elan Corporation, p.l.c.* ELN 4 NYSE Ericsson LM Telephone Company* ERICY 1.6 NASDAQ GlaxoSmithKline p.l.c.* GSK 6 NYSE Infineon Technologies AG* IFX 5 NYSE ING Groep N.V.* ING 4 NYSE IONA Technologies p.l.c.* IONA 3 NASDAQ Koninklijke Philips Electronics N.V. PHG 5 NYSE Millicom International Cellular S.A.* MICC 2 NASDAQ Nokia Corp.* NOK 5 NYSE Novartis AG* NVS 5 NYSE Qiagen N.V. QGENF 6 NASDAQ Repsol YPF, S.A.* REP 11 NYSE Royal Dutch Petroleum Company RD 3 NYSE Ryanair Holdings p.l.c.* (1) RYAAY 8 NASDAQ SAP AG* SAP 4 NYSE Scottish Power p.l.c.* SPI 7 NYSE Serono S.A.* SRA 9 NYSE Shire Pharmaceuticals Group p.l.c.* SHPGY 4 NASDAQ
12
Primary U.S. Share Trading Name of Company Ticker Amounts Market --------------------------------------------- ------ ------- ------ Skillsoft p.l.c.* SKIL 6 NASDAQ STMicroelectronics N.V. STM 4 NYSE Telefonica S.A.* TEF 3.312 NYSE Terra Networks, S.A.* TRLY 15 NASDAQ Total S.A.*(2) TOT 3 NYSE UBS AG UBS 3 NYSE Unilever N.V. UN 3 NYSE Vivendi Universal* V 3 NYSE Vodafone Group p.l.c.* VOD 6 NYSE WPP Group p.l.c.* WPPGY 3 NASDAQ
----------------------- * The securities of this non-U.S. company trade in the United States as American depositary shares. Please see "Risk Factors" and "Federal Income Tax Consequences--Special considerations with respect to underlying securities of foreign issuers" for additional information relating to an investment in a non-U.S. company. - -------------------------------------------------------------------------------- (1) Effective April 23, 2003, Aegon N.V. announced a 4% stock dividend, payable to shareholders of record on April 22, 2003. As a result, the number of shares of Aegon N.V. represented by a round-lot of 100 Europe 2001 HOLDRS will increase from 5 to 5.2. (2) Total Fina Elf S.A., a component of the Europe 2001 HOLDRS, changed its name to Total S.A., effective May 7, 2003. At the time of the initial offering on January 17, 2001, the companies whose securities were included in the Europe 2001 HOLDRS generally were considered to be among the largest European companies with equity securities traded on a U.S. stock market, as measured in terms of worldwide market capitalization on November 14, 2000. The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities. The trust only will issue and cancel, and you only may obtain, hold, trade or surrender Europe 2001 HOLDRS in a round-lot of 100 Europe 2001 HOLDRS and round-lot multiples. The trust will only issue Europe 2001 HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Europe 2001 HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Europe 2001 HOLDRS, the trust may require a minimum of more than one round-lot of 100 Europe 2001 HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Europe 2001 HOLDRS. The number of outstanding Europe 2001 HOLDRS will increase and decrease as a result of in- kind deposits and withdrawals of the underlying securities. The trust will stand ready to issue additional Europe 2001 HOLDRS on a continuous basis when an investor deposits the 13 required number of securities with the trustee. Purchases.............................. You may acquire Europe 2001 HOLDRS in two ways: o through an in-kind deposit of the required number of securities of the underlying issuers with the trustee, or o through a cash purchase in the secondary trading market. Issuance and cancellation fees......... If you wish to create Europe 2001 HOLDRS by delivering to the trust the requisite securities represented by a round-lot of 100 Europe 2001 HOLDRS, The Bank of New York as trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Europe 2001 HOLDRS. If you wish to cancel your Europe 2001 HOLDRS and withdraw your underlying securities, The Bank of New York as trustee will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Europe 2001 HOLDRS. Commissions............................ If you choose to deposit underlying securities in order to receive Europe 2001 HOLDRS, you will be responsible for paying any sales commission associated with your purchase of the underlying securities that is charged by your broker in addition to the issuance fee charged by the trustee described above. Custody fees........................... The Bank of New York, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Europe 2001 HOLDRS, to be deducted from any cash dividend or other cash distributions on underlying securities received by the trust. With respect to the aggregate custody fee payable in any calendar year for each Europe 2001 HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, the record date for which falls in such calendar year. Rights relating to Europe 2001 HOLDRS.......................... You have the right to withdraw the underlying securities upon request by delivering a round- lot or integral multiple of a round-lot of Europe 2001 HOLDRS to the trustee, during the trustee's business hours, and paying the cancellation fees, taxes, and other charges. You should receive the underlying securities no later than the business day after the trustee receives a proper notice of cancellation. The trustee will not deliver fractional shares of underlying securities. To the extent that any cancellation of Europe 2001 HOLDRS would otherwise require the delivery of a fractional share, the trustee will sell the fractional share in the market and the trust, in turn, will deliver cash in lieu of such fractional share. Except with respect to the right to vote for dissolution of the trust, the Europe 2001 HOLDRS themselves will not 14 have voting rights. Rights relating to the underlying securities................ Europe 2001 HOLDRS represents your beneficial ownership of the underlying securities. Owners of Europe 2001 HOLDRS have the same rights and privileges as if they owned the underlying securities beneficially in street name outside of Europe 2001 HOLDRS. These include the right to instruct the trustee to vote the underlying securities or you may attend shareholder meetings yourself, the right to receive any dividends and other distributions on the underlying securities that are declared and paid to the trustee by an issuer of an underlying security, the right to pledge Europe 2001 HOLDRS and the right to surrender Europe 2001 HOLDRS to receive the underlying securities and other property then represented by the Europe 2001 HOLDRS. Europe 2001 HOLDRS does not change your beneficial ownership in the underlying securities under United States federal securities laws, including sections 13(d) and 16(a) of the Exchange Act. As a result, you have the same obligations to file insider trading reports that you would have if you held the underlying securities outside of Europe 2001 HOLDRS. However, due to the nature of Europe 2001 HOLDRS, you will not be able to participate in any dividend reinvestment program of an issuer of underlying securities unless you cancel your Europe 2001 HOLDRS (and pay the applicable fees) and receive all of the underlying securities. A holder of Europe 2001 HOLDRS is not a registered owner of the underlying securities. In order to become a registered owner, a holder of Europe 2001 HOLDRS would need to surrender their Europe 2001 HOLDRS, pay the applicable fees and expenses, receive all of the underlying securities and follow the procedures established by the issuers of the underlying securities for registering their securities in the name of such holder. You retain the right to receive any reports and communications that the issuers of underlying securities are required to send to beneficial owners of their securities. As such, you will receive such reports and communications from the broker through which you hold your Europe 2001 HOLDRS in the same manner as if you beneficially owned your underlying securities outside of Europe 2001 HOLDRS in "street name" through a brokerage account. The trustee will not attempt to exercise the right to vote that attaches to, or give a proxy with respect to, the underlying securities other than in accordance with your instructions. The depositary trust agreement entitles you to receive, subject to certain limitations and net of any fees and expenses of the trustee, any distributions of cash (including dividends), securities or property made with 15 respect to the underlying securities. However, any distribution of securities by an issuer of underlying securities will be deposited into the trust and will become part of the underlying securities unless the distributed securities are not listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities, the rights may be distributed to you, and may be disposed of for your benefit, or may lapse. There may be a delay between the time any cash or other distribution is received by the trustee with respect to the underlying securities and the time such cash or other distributions are distributed to you. In addition, you are not entitled to any interest on any distribution by reason of any delay in distribution by the trustee. If any tax or other governmental charge becomes due with respect to Europe 2001 HOLDRS or any underlying securities, you will be responsible for paying that tax or governmental charge. If you wish to participate in a tender offer for any of the underlying securities, or any form of stock repurchase program by an issuer of an underlying security, you must surrender your Europe 2001 HOLDRS (and pay the applicable fees and expenses) and receive all of your underlying securities in exchange for your Europe 2001 HOLDRS. For specific information about obtaining your underlying securities, you should read the discussion under the caption "Description of the Depositary Trust Agreement--Withdrawal of underlying securities." Ownership rights in fractional shares in the underlying securities......... As a result of distributions of securities by companies included in the Europe 2001 HOLDRS or other corporate events, such as mergers, a Europe 2001 HOLDR may represent an interest in a fractional share of an underlying security. You are entitled to receive distributions proportionate to your fractional shares. In addition, you are entitled to receive proxy materials and other shareholder communications and you are entitled to exercise voting rights proportionate to your fractional shares. The trustee will aggregate the votes of all of the share fractions represented by Europe 2001 HOLDRS and will vote the largest possible number of whole shares. If, after aggregation, there is a fractional remainder, this fraction will be ignored, because the issuer will only recognize whole share votes. For example, if 100,001 round-lots of 100 Europe 2001 HOLDRS are outstanding and each round-lot of 100 Europe 2001 HOLDR represents 1.75 shares of an underlying security, there will be 175,001.75 votes of 16 the underlying security represented by Europe 2001 HOLDRS. If holders of 50,000 round-lots of 100 Europe 2001 HOLDRS vote their underlying securities "yes" and holders of 50,001 round-lots of 100 Europe 2001 HOLDRS vote their underlying securities "no", there will be 87,500 affirmative votes and 87,501.75 negative votes. The trustee will ignore the .75 negative votes and will deliver to the issuer 87,500 affirmative votes and 87,501 negative votes. Reconstitution events.................. The depositary trust agreement provides for the automatic distribution of underlying securities from the Europe 2001 HOLDRS to you in the following four circumstances: A. If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Securities Exchange Act of 1934, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Europe 2001 HOLDRS. B. If the SEC finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then the trustee will distribute the shares of that company to the owners of the Europe 2001 HOLDRS. C. If the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation, corporate combination or other event, the trustee will distribute the consideration paid by and received from the acquiring company or the securities received in exchange for the securities of the underlying issuer whose securities cease to be outstanding to the beneficial owners of Europe 2001 HOLDRS, unless the consideration received consists of securities that are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In this case, the securities received will be treated as additional underlying securities and will be deposited into the trust. D. If an issuer's underlying securities are delisted from trading on a U.S. national securities exchange or through the Nasdaq National Market System and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the securities are delisted. To the extent a distribution of underlying securities from the Europe 2001 HOLDRS is required as a result of a 17 reconstitution event, the trustee will deliver the underlying security to you as promptly as practicable after the date that the trustee has knowledge of the occurrence of a reconstitution event. However, any distribution of securities that are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System will be deposited into the trust and will become part of the Europe 2001 HOLDRS. Termination events..................... A. The Europe 2001 HOLDRS are delisted from the American Stock Exchange and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Europe 2001 HOLDRS are delisted. B. The trustee resigns and no successor trustee is appointed within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign. C. Beneficial owners of at least 75% of outstanding Europe 2001 HOLDRS vote to dissolve and liquidate the trust. If a termination event occurs, the trustee will distribute the underlying securities to you as promptly as practicable after the termination event Upon termination of the depositary trust agreement and prior to distributing the underlying securities to you, the trustee will charge you a cancellation fee of up to $10.00 per round-lot of 100 Europe 2001 HOLDRS surrendered, along with any taxes or other governmental charges, if any. United States Federal income tax consequences..................... The United States federal income tax laws will treat a U.S. holder of Europe 2001 HOLDRS as directly owning the underlying securities. The Europe 2001 HOLDRS themselves will not result in any U.S. federal tax consequences separate from the tax consequences associated with ownership of the underlying securities. Listing................................ The Europe 2001 HOLDRS are listed on the American Stock Exchange under the symbol "EKH." On July 1, 2003, the last reported sale price of the Europe 2001 HOLDRS on the American Stock Exchange was $47.45. Trading................................ Investors are only able to acquire, hold, transfer and surrender a round-lot of 100 Europe 2001 HOLDRS. Bid and ask prices, however, are quoted per single Europe 2001 HOLDR. 18 Clearance and settlement............... Europe 2001 HOLDRS have been issued in book-entry form. Europe 2001 HOLDRS are evidenced by one or more global certificates that the trustee has deposited with The Depository Trust Company, referred to as DTC. Transfers within DTC will be in accordance with DTC's usual rules and operating procedures. For further information see "Description of Europe 2001 HOLDRS." 19 THE TRUST General. This discussion highlights information about the Europe 2001 HOLDRS Trust. You should read this information and information about the depositary trust agreement, as well as the depositary trust agreement before you purchase Europe 2001 HOLDRS. The material terms of the depositary trust agreement are described in this prospectus under the heading "Description of the Depositary Trust Agreement." The Europe 2001 HOLDRS trust. The trust was formed pursuant to the depositary trust agreement, dated as of January 4, 2001. The Bank of New York is the trustee. The Europe 2001 HOLDRS Trust is not a registered investment company under the Investment Company Act of 1940. The Europe 2001 HOLDRS trust is intended to hold deposited shares for the benefit of owners of Europe 2001 HOLDRS. The trustee will perform only administrative and ministerial acts. The property of the trust consists of the underlying securities and all monies or other property, if any, received by the trustee. The trust will terminate on December 31, 2041, or earlier if a termination event occurs. DESCRIPTION OF EUROPE 2001 HOLDRS The trust has issued Europe 2001 HOLDRS under the depositary trust agreement described in this prospectus under the heading "Description of the Depositary Trust Agreement." The trust may issue additional Europe 2001 HOLDRS on a continuous basis when an investor deposits the requisite underlying securities with the trustee. You may only acquire, hold, trade and surrender Europe 2001 HOLDRS in a round-lot of 100 Europe 2001 HOLDRS and round-lot multiples. The trust will only issue Europe 2001 HOLDRS upon the deposit of the whole shares of underlying securities that are represented by a round-lot of 100 Europe 2001 HOLDRS. In the event of a stock split, reverse stock split, or other distribution by the issuer of an underlying security that results in a fractional share becoming represented by a round-lot of Europe 2001 HOLDRS, the trust may require a minimum of more than one round-lot of 100 Europe 2001 HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Europe 2001 HOLDRS. Europe 2001 HOLDRS will represent your individual and undivided beneficial ownership interest in the specified underlying securities. The companies selected as part of this receipt program are listed above in the section entitled "Highlights of Europe 2001 HOLDRS--The Europe 2001 HOLDRS." Beneficial owners of Europe 2001 HOLDRS will have the same rights and privileges as they would have if they beneficially owned the underlying securities in "street name" outside of the trust. These include the right of investors to instruct the trustee to vote the securities, and to receive dividends and other distributions on the underlying securities, if any are declared and paid to the trustee by an issuer of an underlying security, as well as the right to cancel Europe 2001 HOLDRS to receive the underlying securities. See "Description of the Depositary Trust Agreement." Europe 2001 HOLDRS are not intended to change your beneficial ownership in the underlying securities under federal securities laws, including sections 13(d) and 16(a) of the Securities Exchange Act of 1934. The trust will not publish or otherwise calculate the aggregate value of the underlying securities represented by a receipt. Europe 2001 HOLDRS may trade in the secondary market at prices that are lower than the aggregate value of the corresponding underlying securities. If, in such case, an owner of Europe 2001 HOLDRS wishes to realize the dollar value of the underlying securities, that owner will have to cancel the Europe 2001 HOLDRS. Such cancellation will require payment of fees and expenses as described in "Description of the Depositary Trust Agreement--Withdrawal of underlying securities." Europe 2001 HOLDRS are evidenced by one or more global certificates that the trustee has deposited with DTC and registered in the name of Cede & Co., as nominee for DTC. Europe 2001 HOLDRS are available only in book-entry form. Owners of Europe 2001 HOLDRS hold their Europe 2001 HOLDRS through DTC, if they are participants in DTC, or indirectly through entities that are participants in DTC. 20 DESCRIPTION OF THE UNDERLYING SECURITIES Selection criteria. The underlying securities of the Europe 2001 HOLDRS were, when the Europe 2001 HOLDRS were initially issued on January 17, 2001, the equity securities of a group of specified companies which, at the time of selection, were among the largest European companies whose securities are traded on a U.S. stock market, as measured in terms of worldwide market capitalization on November 14, 2000. The market capitalization of a company is determined by multiplying the market price of its securities by the number of its outstanding securities. Due to distributions of securities by underlying issuers, reconstitution events or other events, one or more of the issuers of the underlying securities may no longer have a market capitalization which ranks among the European companies with the largest market capitalization whose securities are traded on a U.S. stock market. In this case, the Europe 2001 HOLDRS may consist of securities issued by European companies that do not have the largest market capitalization. In addition, as a result of a reconstitution event or a distribution of securities, the securities of a non-European company may be included in the Europe 2001 HOLDRS. Merrill Lynch, Pierce, Fenner & Smith Incorporated will determine, in its sole discretion, whether the issuer of a particular underlying security continues to have a leading market capitalization and will undertake to make adequate disclosure when necessary. Underlying securities. For a list of the underlying securities represented by Europe 2001 HOLDRS, please refer to "Highlights of Europe 2001 HOLDRS--The Europe 2001 HOLDRS." If the underlying securities change because of a reconstitution event or as a result of a distribution of securities by an underlying issuer or other event, a revised list of underlying securities will be set forth in a prospectus supplement and filed with the SEC on a periodic basis. No investigation. 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. Accordingly, before you acquire Europe 2001 HOLDRS, you should consider publicly available financial and other information about the issuers of the underlying securities. See "Risk Factors" and "Where You Can Find More Information." Investors and market participants should not conclude that the inclusion of a company in the list is any form of investment recommendation of that company by the trust, the trustee, Merrill Lynch, Pierce, Fenner & Smith Incorporated 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." 21 The following table and graph set forth the composite performance of all of the underlying securities currently represented by a single Europe 2001 HOLDR, measured at the close of the business day on July 27, 2000, the first date when all of the underlying securities were publicly traded, and thereafter as of the end of each month through June 30, 2003. 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.
2000 Value 2001 Value 2002 Value 2003 Value ---- ----- ---- ----- ---- ----- ---- ----- July 27............. 113.02 January 31..... 88.89 January 31......... 60.46 January 31..... 41.41 July 31............. 110.87 February 28.... 76.89 February 28........ 58.12 February 28.... 39.52 August 31........... 114.78 March 30....... 68.96 March 29....... 61.06 March 31....... 39.60 September 29........ 102.16 April 30....... 77.51 April 30....... 56.91 April 30....... 44.43 October 31.......... 96.28 May 31......... 73.54 May 31......... 54.38 May 30......... 47.57 November 30......... 81.39 June 29........ 70.15 June 28........ 50.64 June 30........ 47.88 December 29......... 84.07 July 31........ 68.85 July 31........ 44.67 August 31...... 64.95 August 30...... 43.99 September 28... 54.15 September 30... 37.90 October 31..... 57.74 October 31..... 42.06 November 30.... 61.47 November 29.... 45.05 December 31.... 63.56 December 31.... 41.86
[GRAPHIC OMITTED] 22 DESCRIPTION OF THE DEPOSITARY TRUST AGREEMENT General. The depositary trust agreement, dated as of January 4, 2001, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, The Bank of New York, as trustee, other depositors and the owners of the Europe 2001 HOLDRS, provides that Europe 2001 HOLDRS will represent an owner's undivided beneficial ownership interest in the securities of the underlying companies. The trustee. The Bank of New York serves as trustee. The Bank of New York, which was founded in 1784, was New York's first bank and is the oldest bank in the country still operating under its original name. The Bank is a state-chartered New York banking corporation and a member of the Federal Reserve System. The Bank conducts a national and international wholesale banking business and a retail banking business in the New York City, New Jersey and Connecticut areas, and provides a comprehensive range of corporate and personal trust, securities processing and investment services. In addition, The Bank of New York acts as depositary for some foreign issuers whose American depositary shares are included in the Europe 2001 HOLDRS. Issuance, transfer and surrender of Europe 2001 HOLDRS. You may create and cancel Europe 2001 HOLDRS only in round-lots of 100 Europe 2001 HOLDRS. You may create Europe 2001 HOLDRS by delivering to the trustee the requisite underlying securities. The trust will only issue Europe 2001 HOLDRS upon the deposit of the whole shares represented by a round-lot of 100 Europe 2001 HOLDRS. In the event that a fractional share comes to be represented by a round-lot of Europe 2001 HOLDRS, the trust may require a minimum of more than one round-lot of 100 Europe 2001 HOLDRS for an issuance so that the trust will always receive whole share amounts for issuance of Europe 2001 HOLDRS. Similarly, you must surrender Europe 2001 HOLDRS in integral multiples of 100 Europe 2001 HOLDRS to withdraw deposited shares from the trust. The trustee will not deliver fractional shares of underlying securities, and to the extent that any cancellation of Europe 2001 HOLDRS would otherwise require the delivery of fractional shares, the trust will deliver cash in lieu of such shares. You may request withdrawal of your deposited shares during the trustee's normal business hours. The trustee expects that in most cases it will deliver your deposited shares within one business day of your withdrawal request. Voting rights. The trustee will deliver to you proxy soliciting materials provided by issuers of the deposited shares so as to permit you to give the trustee instructions as to how to vote on matters to be considered at any annual or special meetings held by issuers of the underlying securities. Under the depositary trust agreement, any beneficial owner of Europe 2001 HOLDRS, other than Merrill Lynch, Pierce, Fenner & Smith Incorporated, owning Europe 2001 HOLDRS for its own proprietary account as principal, will have the right to vote to dissolve and liquidate the trust. Distributions. You will be entitled to receive, net of trustee fees, distributions of cash, including dividends, securities or property, if any, made with respect to the underlying securities. The trustee will use its reasonable efforts to ensure that it distributes these distributions as promptly as practicable after the date on which it receives the distribution. Therefore, you may receive your distributions substantially later than you would have had you held the underlying securities directly. Any distributions of securities by an issuer of underlying securities will be deposited into the trust and will become part of the Europe 2001 HOLDRS if such securities are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In addition, if the issuer of underlying securities offers rights to acquire additional underlying securities or other securities the rights will be made available to you through the trustee, if practicable and if the rights and the securities that those rights relate to are exempt from registration or are registered under the Securities Act. Otherwise, if practicable, the rights will be disposed of and the proceeds provided to you by the trustee. In all other cases, the rights will lapse. You will be obligated to pay any tax or other charge that may become due with respect to Europe 2001 HOLDRS. The trustee may deduct the amount of any tax or other governmental charge from a distribution before making payment to you. In addition, the trustee will deduct its quarterly custody fee of $2.00 for each round-lot of 100 Europe 2001 HOLDRS from quarterly dividends, if any, paid to the trustee by the issuers of the underlying securities. With respect to the aggregate custody fee payable in any calendar year for each Europe 2001 HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year. 23 Record dates. With respect to dividend payments and voting instructions, the trustee expects to fix the trust's record dates as close as possible to the record date fixed by the issuer of the underlying securities. Shareholder communications. The trustee promptly will forward to you all shareholder communications that it receives from issuers of the underlying securities. Withdrawal of underlying securities. You may surrender your Europe 2001 HOLDRS and receive underlying securities during the trustee's normal business hours and upon the payment of applicable fees, taxes or governmental charges, if any. You should receive your underlying securities no later than the business day after the trustee receives your request. If you surrender Europe 2001 HOLDRS in order to receive underlying securities, you will pay to the trustee a cancellation fee of up to $10.00 per round-lot of 100 Europe 2001 HOLDRS. Further issuances of Europe 2001 HOLDRS. The depositary trust agreement provides for further issuances of Europe 2001 HOLDRS on a continuous basis without your consent. Reconstitution events. The depositary trust agreement provides for the automatic distribution of underlying securities to you in the following four circumstances: A. If an issuer of underlying securities no longer has a class of securities registered under section 12 of the Securities Exchange Act of 1934, then its securities will no longer be an underlying security and the trustee will distribute the shares of that company to the owners of the Europe 2001 HOLDRS. B. If the SEC finds that an issuer of underlying securities should be registered as an investment company under the Investment Company Act of 1940, and the trustee has actual knowledge of the SEC finding, then the trustee will distribute the shares of that company to the owners of the Europe 2001 HOLDRS. C. If the underlying securities of an issuer cease to be outstanding as a result of a merger, consolidation or other corporate combination, the trustee will distribute the consideration paid by and received from the acquiring company to the beneficial owners of Europe 2001 HOLDRS, unless the consideration received is securities that are listed for trading on a U.S. national securities exchange or through the Nasdaq National Market System. In this case, the securities received will be treated as additional underlying securities and will be deposited into the trust. D. If an issuer's underlying securities are delisted from trading on a U.S. national securities exchange or through the Nasdaq National Market System and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the securities are delisted. To the extent a distribution of underlying securities is required as a result of a reconstitution event, 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. national securities exchange or through the Nasdaq National Market System will be deposited into the trust and will become part of the Europe 2001 HOLDRS. Termination of the trust. The trust will terminate if the trustee resigns and no successor trustee is appointed by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, within 60 days from the date the trustee provides notice to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, of its intent to resign. Upon termination, the beneficial owners of Europe 2001 HOLDRS will surrender their Europe 2001 HOLDRS as provided in the depositary trust agreement, including payment of any fees of the trustee or applicable taxes or governmental charges due in connection with delivery to the owners of the underlying securities. The trust also will terminate if Europe 2001 HOLDRS are delisted from the American Stock Exchange and are not listed for trading on another U.S. national securities exchange or through the Nasdaq National Market System within five business days from the date the Europe 2001 HOLDRS are delisted. Finally, the trust will terminate if 75% of the owners of 24 outstanding Europe 2001 HOLDRS other than Merrill Lynch, Pierce, Fenner & Smith Incorporated vote to dissolve and liquidate the trust. If a termination event occurs, the trustee will distribute the underlying securities to you as promptly as practicable after the termination event occurs. Amendment of the depositary trust agreement. The trustee and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as initial depositor, may amend any provisions of the depositary trust agreement without the consent of any other depositor or any of the owners of the Europe 2001 HOLDRS. Promptly after the execution of any amendment to the agreement, the trustee must furnish or cause to be furnished written notification of the substance of the amendment to each owner of Europe 2001 HOLDRS. Any amendment that imposes or increases any fees or charges, subject to exceptions, or that otherwise prejudices any substantial existing right of the owners of Europe 2001 HOLDRS will not become effective until 30 days after notice of the amendment is given to the owners of Europe 2001 HOLDRS. Issuance and cancellation fees. If you wish to create Europe 2001 HOLDRS by delivering to the trust the requisite underlying securities, the trustee will charge you an issuance fee of up to $10.00 for each round-lot of 100 Europe 2001 HOLDRS. If you wish to cancel your Europe 2001 HOLDRS and withdraw your underlying securities, the trustee will charge you a cancellation fee of up to $10.00 for each round-lot of 100 Europe 2001 HOLDRS issued. The trustee may negotiate either of these fees depending on the volume, frequency and size of the issuance or cancellation transactions. Commissions. If you choose to create or cancel Europe 2001 HOLDRS 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated or another broker, in addition to the issuance fee described above. Custody fees. The Bank of New York, as trustee and as custodian, will charge you a quarterly custody fee of $2.00 for each round-lot of 100 Europe 2001 HOLDRS to be deducted from any dividend payments or other cash distributions on underlying securities received by the trustee. With respect to the aggregate custody fee payable in any calendar year for each Europe 2001 HOLDR, the trustee will waive that portion of the fee which exceeds the total cash dividends and other cash distributions received, or to be received, and payable with respect to such calendar year. The trustee cannot recapture unpaid custody fees from prior years. Address of the trustee. The Bank of New York, ADR Department, 101 Barclay Street, New York, New York 10286. Governing law. The depositary trust agreement and the Europe 2001 HOLDRS are 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 assumes no responsibility or liability for, and makes no representations as to, the validity or sufficiency, or as to the accuracy of the recitals, if any, set forth in the Europe 2001 HOLDRS. The trustee has undertaken to perform only those duties as are specifically set forth in the depositary trust agreement. Subject to the preceding sentence, the trustee is liable for its own negligence or misconduct except for good faith errors in judgment so long as the trustee is not negligent in ascertaining the relevant facts. 25 UNITED STATES FEDERAL INCOME TAX CONSEQUENCES General The following is a summary of the U.S. federal income tax consequences relating to the Europe 2001 HOLDRS for: o a citizen or resident of the United States; o a corporation or partnership created or organized in the United States or under the laws of the United States; o an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; o a trust if either (i) it is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person (each of the above, a "U.S. receipt holder"); and o 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, such as (without limitation) tax-exempt entities, banks, dealers in securities, U.S. receipt holders whose functional currency is not the U.S. dollar, and investors who acquire or hold any Europe 2001 HOLDRS as part of a conversion, straddle or other hedging transaction. In addition, this summary generally is limited to investors who will hold the Europe 2001 HOLDRS as "capital assets" (generally, property held for investment) within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"). Moreover, this summary does not address Europe 2001 HOLDRS held by a foreign partnership or other foreign flow through entities. We recommend that you consult with your own tax advisor. Taxation of the trust The trust will provide for flow through tax consequences as it will be treated as a grantor trust or custodial arrangement for U.S. federal income tax purposes. Taxation of Europe 2001 HOLDRS A receipt holder purchasing and owning Europe 2001 HOLDRS will be treated, for U.S. federal income tax purposes, as directly owning a proportionate share of the underlying securities represented by Europe 2001 HOLDRS. Consequently, if there is a taxable cash distribution on an underlying security, a holder will recognize income with respect to the distribution at the time the distribution is received by the trustee, not at the time that the holder receives the cash distribution from the trustee. Pursuant to recently enacted legislation, qualified dividend income received in respect of Europe 2001 HOLDRS by U.S. receipt holders who are individuals, trusts and estates will be eligible for U.S. federal income taxation at preferential rates. Qualified dividend income includes dividends received from domestic corporations and "qualified foreign corporations," as such term is defined below under "Special considerations with respect to underlying securities of foreign issuers." In order for such dividends to qualify for the preferential rates, specific minimum holding period requirements must be met, and for this purpose, a U.S. receipt holder's holding period with respect to an underlying security may be tolled for any period in which such holder has diminished its risk of loss in respect of such security by (for example) entering into a hedging transaction. Special rules apply to a U.S. receipt holder who leverages its investment in Europe 2001 HOLDRS. A receipt holder will determine its initial tax basis in each of the underlying securities by allocating the purchase price for the Europe 2001 HOLDRS among the underlying securities based on their relative fair market values at the time of purchase. Similarly, when a holder sells a receipt, it will determine the amount realized with respect to each security by allocating the sales price among the underlying securities based on their relative fair market values at the time of sale. A holder's gain or loss with respect to each security will be computed by subtracting its adjusted basis in the security from the amount realized on the security. With respect to purchases of Europe 2001 HOLDRS for cash in the secondary market, a receipt holder's aggregate tax basis in each of the underlying securities will be equal to the purchase price of the Europe 2001 HOLDRS. Similarly, with respect to sales of Europe 2001 HOLDRS for cash in the secondary market, the amount realized with respect to a sale of Europe 2001 HOLDRS will be equal to the aggregate amount realized with respect to each of the underlying securities. 26 The distribution of any securities by the trust upon the surrender of Europe 2001 HOLDRS, the occurrence of a reconstitution event, or a termination event will not be a taxable event, except to the extent that cash is distributed in lieu of fractional shares. The receipt holder's holding period with respect to the distributed securities will include the period that the holder held the securities through the trust. Brokerage fees and custodian fees The brokerage fee incurred in purchasing a receipt will be treated as part of the cost of the underlying securities. Accordingly, a holder includes this fee in its tax basis in the underlying securities. A holder will allocate the brokerage fee among the underlying securities using either a fair market value allocation or pro rata based on the number of shares of each underlying security. Similarly, the brokerage fee incurred in selling Europe 2001 HOLDRS will reduce the amount realized with respect to the underlying securities. A holder will be required to include in its income the full amount of dividends paid on the underlying securities, even though the depositary trust agreement provides that the custodian fees will be deducted directly from any dividends paid. These custodian fees will be treated as an expense incurred in connection with a holder's investment in the underlying securities and may be deductible. If a holder is an individual, estate or trust, however, the deduction of its share of custodian fees will be a miscellaneous itemized deduction that may be disallowed in whole or in part. Special considerations with respect to underlying securities of foreign issuers If any of the underlying securities are 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. As discussed above, dividends received by certain U.S. receipt holders from an issuer of underlying securities that is a "qualified foreign corporation" will be eligible for U.S. federal income taxation at preferential rates under recently enacted legislation. A qualified foreign corporation includes: o a foreign corporation that is eligible for the benefits of a comprehensive U.S. income tax treaty that includes an exchange of information program, and o a foreign corporation if the stock to which the dividend is paid is readily tradable on an established market in the United States, but will not include: o a passive foreign investment company (as defined below), o a foreign personal holding company (as specially defined in the Code), or o a foreign investment company (as specially defined in the Code). The Treasury Department is expected to issue guidance regarding these requirements. If a foreign issuer pays a dividend in a currency other than in U.S. dollars, the amount of the dividend for U.S. federal income tax purposes will be the U.S. dollar value (determined at the spot rate on the date of the payment) regardless of whether the payment is later converted into U.S. dollars. In this case, the U.S. receipt holder may recognize ordinary income or loss as a result of currency fluctuations between the date on which the dividend is paid and the date the dividend amount is converted into U.S. dollars. Subject to certain conditions and limitations, any foreign tax withheld on dividends may be deducted from taxable income or credited against a U.S. receipt holder's U.S. federal income tax liability. The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by a foreign issuer generally will constitute "passive income" or, in the case of some U.S. holders, "financial services income." For purposes of the U.S. foreign tax credit limitation, dividends received by a U.S. receipt holder with respect to an underlying security of a foreign issuer generally will be treated as foreign source income while any gain or loss recognized from the sale of such security generally will be treated as from sources within the United States. The rules relating to the determination of the foreign tax credit are complex and we recommend that U.S. receipt holders consult their own tax advisors to determine whether and to what extent a credit would be available. Dividends and distributions made by a foreign issuer may be subject to a foreign withholding tax. Some foreign issuers may make arrangements through which holders of their American depositary shares or global shares can apply for a refund of withheld taxes. With respect to these issuers, it is expected that holders of Europe 2001 HOLDRS may be able to use these arrangements to apply for a refund of withheld taxes. In some cases, however, the holders of Europe 2001 HOLDRS may have to independently apply to a foreign tax authority for a refund of withheld taxes. Additionally, special U.S. federal income tax rules apply to U.S. persons owning shares of a "passive foreign investment company" (a "PFIC"). To our knowledge, none of the foreign issuers of the underlying securities is currently a PFIC and none anticipate becoming a PFIC in the future, although no assurances can be made that the applicable tax law or other relevant circumstances will not change in a manner which affects the 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: 27 o at least 75% of its gross income is "passive income;" or o on average at least 50% of the gross value of its assets is attributable to assets that produce "passive income" or are held for the production of passive income. Passive income for this purpose generally includes dividends, interest, royalties, rents, and gains from commodities and securities transactions. If a corporation were classified as a PFIC, a U.S. receipt holder could be subject to increased tax liability, possibly including an interest charge, upon the sale or other disposition of the Europe 2001 HOLDRS or of the underlying securities or upon the receipt of "excess distributions," unless the U.S. receipt holder has made one of certain elections (to the extent available under specific rules) including an election to be taxed currently on its pro rata portion of the corporation's income, whether or not the income was distributed in the form of dividends or otherwise. Non-U.S. receipt holders A non-U.S. receipt holder generally will be subject to U.S. withholding tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty with respect to dividends received on underlying securities of U.S. issuers. However, if that income is effectively connected with a U.S. trade or business conducted by the holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the holder, then those dividends will be exempt from withholding tax, provided the holder complies with applicable certification and disclosure requirements. A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to dividends received on any underlying securities of a foreign issuer, unless that income is effectively connected with a U.S. trade or business conducted by the holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the holder. With respect to dividends of U.S. and any foreign issuers, a non-U.S. receipt holder's dividends that are effectively connected with a U.S. trade or business or dividends attributable to a permanent establishment, net of relevant deductions and credits, will be subject to U.S. federal income taxation at the same graduated rates applicable to U.S. persons. In addition to this graduated tax, effectively connected dividends or dividends attributable to a permanent establishment received by a corporate non-U.S. receipt holder may also be subject to a branch profits tax at a rate of 30% or a lower rate as may be specified by an applicable tax treaty. Under some circumstances, a non- U.S. receipt holder whose dividends are so effectively connected or attributable shall be entitled to a dividends received deduction equal to 70% or 80% of the amount of the dividend. A non-U.S. receipt holder that is eligible for a reduced rate of withholding tax pursuant to a tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the Internal Revenue Service. A non-U.S. receipt holder generally will not be subject to U.S. federal income or withholding tax with respect to gain recognized upon the sale or other disposition of Europe 2001 HOLDRS or of the underlying securities unless: o that gain is effectively connected with a U.S. trade or business conducted by the holder or, where a tax treaty applies, is attributable to a permanent establishment maintained in the United States by the holder, o 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 o 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 28 disposition or the period during which the non-U.S. receipt holder held the common stock of such issuer and (a) the common stock is not considered to be "regularly traded on an established securities market" or (b) the non-U.S. receipt holder owned, actually or constructively, at any time during the shorter of the periods described above, more than 5% of the common stock of such issuer. Effectively connected or attributable gains generally will be subject to U.S. federal income taxation at the same graduated rates applicable to U.S. persons, and may, in the case of a corporate non-U.S. receipt holder, also be subject to the branch profits tax. We recommend that non-U.S. receipt holders consult their own tax advisors to determine whether any applicable tax treaties provide for different rules. Backup withholding and information reporting Information returns will be filed with the Internal Revenue Service in connection with dividend payments made with respect to the underlying securities, or the proceeds of the sale or other disposition of the receipts (or the underlying securities). If you are a non-corporate U.S. receipt holder, you will be subject to U.S. backup withholding tax at the applicable rate on these payments unless you provide your taxpayer identification number to the paying agent and comply with certain certification procedures. If you are a non-U.S. receipt holder, you may have to comply with certification procedures to establish that you are not a U.S. person in order to avoid the information reporting and backup withholding tax requirements. However, payments of dividends to non-U.S. receipt hlders will be reported on Internal Revenue Service Form 1042-S even if such payments are not otherwise subject to the information reporting requirements. The amount of any backup withholding from a payment to you will be allowed as a credit against your U.S. federal income tax liability and may entitle you to a refund, provided that the required information is furnished to the Internal Revenue Service. 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. 29 ERISA CONSIDERATIONS Any plan fiduciary which proposes to have a plan acquire Europe 2001 HOLDRS should consult with its counsel with respect to the potential applicability of ERISA and the Internal Revenue Code to this investment and whether any exemption would be applicable and determine on its own whether all conditions have been satisfied. Moreover, each plan fiduciary should determine whether, under the general fiduciary standards of investment prudence and diversification, an acquisition of Europe 2001 HOLDRS is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan's investment portfolio. PLAN OF DISTRIBUTION In accordance with the depositary trust agreement, the trust issued Europe 2001 HOLDRS to Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated has deposited the underlying securities to receive Europe 2001 HOLDRS. The trust delivered the initial distribution of Europe 2001 HOLDRS against deposit of the underlying securities in New York, New York on approximately January 17, 2001. Investors who purchase Europe 2001 HOLDRS through a fee-based brokerage account will pay fees charged by the brokerage account. We recommend that investors review the terms of their brokerage accounts for details on applicable charges. Members of the selling group have from time to time provided investment banking and other financial services to some of the issuers of the underlying securities and expect in the future to provide these services, for which they have received and will receive customary fees and commissions. They also may have served as counterparties in other transactions with some of the issuers of the underlying securities. Merrill Lynch, Pierce, Fenner & Smith Incorporated has used and may continue to use this prospectus, as updated from time to time, in connection with offers and sales related to market-making transactions in the Europe 2001 HOLDRS. Merrill Lynch, Pierce, Fenner & Smith Incorporated may act as principal or agent in these transactions. Market-making sales will be made at prices related to prevailing market prices at the time of sale. Merrill Lynch, Pierce, Fenner & Smith Incorporated has agreed to indemnify the trustee against some civil liabilities related to acts performed or not performed by the trustee in accordance with the depositary trust agreement or periodic reports filed or not filed with the SEC with respect to the Europe 2001 HOLDRS. Should a court determine not to enforce the indemnification provision, Merrill Lynch, Pierce, Fenner & Smith Incorporated also has agreed to contribute to payments the trustee may be required to make with respect to these liabilities. LEGAL MATTERS Legal matters, including the validity of the Europe 2001 HOLDRS, were passed upon for Merrill Lynch, Pierce, Fenner & Smith Incorporated, the initial depositor and the underwriter in connection with the initial offering of Europe 2001 HOLDRS, by Shearman & Sterling LLP, New York, New York. Shearman & Sterling LLP, as special U.S. tax counsel to the trust, also rendered an opinion regarding the material U.S. federal income tax consequences relating to the Europe 2001 HOLDRS. WHERE YOU CAN FIND MORE INFORMATION Merrill Lynch, Pierce, Fenner & Smith Incorporated has filed a registration statement on Form S-1 with the SEC covering the Europe 2001 HOLDRS. While this prospectus is a part of the registration statement, it does not contain all the exhibits filed as part of the registration statement. You should consider reviewing the full text of those exhibits. The registration statement is available over the Internet at the SEC's Web site at http://www.sec.gov. You also may read and copy the registration statement at the SEC's public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for more information on the public 30 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 Securities Exchange Act of 1934. Since the securities of the issuers of the underlying securities are registered under the Securities Exchange Act of 1934, 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 may be considered foreign issuers. The requirements for filing periodic financial and other information for foreign issuers differ from that of domestic issuers. In particular, foreign issuers are not required to file quarterly reports with the SEC and are not required to file periodic financial and other information on EDGAR. Therefore, this information may not be accessible through the SEC's Web site. Information regarding the issuers of the underlying securities may also be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated information. The trust and the selling group and their affiliates are not affiliated with the issuers of the underlying securities, and the issuers of the underlying securities have no obligations with respect to Europe 2001 HOLDRS. This prospectus relates only to Europe 2001 HOLDRS and does not relate to the other securities of the issuers of the underlying securities. The information in this prospectus regarding the issuers of the underlying securities has been derived from the publicly available documents described in the preceding paragraph. We have not participated in the preparation of these documents or made any due diligence inquiries with respect to the issuers of the underlying securities in connection with Europe 2001 HOLDRS. We make no representation that these publicly available documents or any other publicly available information regarding the issuers of the underlying securities are accurate or complete. Furthermore, we cannot assure you that all events occurring prior to the date of this prospectus, including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph, that would affect the trading price of the securities of the issuers of the underlying securities, and therefore the offering and trading prices of the Europe 2001 HOLDRS have been publicly disclosed. 31 ANNEX A This annex forms an integral part of the prospectus. The following tables provide a brief description of the business of each of the issuers of the underlying securities and set forth the split-adjusted closing market prices, as reported on the applicable primary U.S. trading market, of each of the underlying securities in each month during 1998, 1999, 2000, 2001 and 2002, through June 2003 A table outlining the primary U.S. stock market on which the securities of the issuers are listed can be found on page 11. The foreign stock market or markets on which the equity securities of the foreign issuers included in the Europe 2001 HOLDRS, if any, are listed are described below. An asterisk (*) denotes that no shares of the issuer were trading on a U.S. stock market during that month. The historical prices of the underlying securities should not be taken as an indication of future performance. AEGON N.V. (AEG) AEGON N.V. is a limited liability stock company and international insurance group. AEGON provides life insurance, pension and related savings and investment products. AEGON is also involved in accident and health insurance, property and casualty insurance and it also has some banking activities. AEGON primarily operates in the United States, the United Kingdom, The Netherlands, Hungary and Canada. AEGON's products are offered through independent intermediaries and financial advisers, financial institutions, brokers, direct marketing and business partners. New York registered shares of AEGON included in the Europe 2001 HOLDRS are traded through the New York Stock Exchange. Shares of AEGON also trade on the Amsterdam, Frankfurt, London, Tokyo and Zurich stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 22.78 January 53.22 January 34.98 January 35.91 January 22.60 January 12.23 February 27.06 February 50.30 February 33.47 February 33.59 February 20.77 February 10.14 March 29.16 March 43.21 March 38.70 March 28.12 March 23.50 March 7.26 April 31.94 April 45.73 April 34.80 April 32.63 April 22.38 April 10.28 May 38.13 May 39.00 May 34.74 May 25.74 May 20.65 May 9.61 June 41.59 June 35.55 June 34.25 June 27.31 June 19.57 June 10.04 July 44.11 July 36.60 July 37.02 July 26.71 July 12.88 August 41.11 August 41.73 August 37.74 August 29.04 August 13.95 September 37.50 September 41.59 September 35.70 September 25.10 September 9.07 October 42.01 October 44.20 October 38.82 October 24.12 October 12.88 November 50.96 November 43.33 November 39.06 November 25.58 November 15.35 December 58.77 December 45.91 December 39.84 December 25.74 December 12.34
The closing price on July 1, 2003 was $10.02. ALCATEL (ALA) Alcatel provides telecommunications equipment and systems, including end-to-end communications solutions, enabling carriers, service providers, and enterprisers. Alcatel's interaction management products are designed to extend the capabilities of a company's Internet, computer, telecommunications and database systems. Alcatel's product categories include ADSL modems, customer solutions, solutions for service providers, solutions for enterprises and technologies. American depositary receipts evidencing American depositary shares of Alcatel are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Alcatel also trade on the Paris, Amsterdam, Antwerp, Basel, Brussels, Frankfurt, Geneva, Stockholm, Tokyo and Zurich stock exchanges, as well as through the European Association of Securities Dealers Automated Quotation System.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- -----
A-2 January 26.06 January 23.00 January 40.06 January 58.50 January 15.39 January 7.26 February 26.19 February 21.69 February 47.25 February 38.72 February 13.69 February 7.09 March 38.00 March 22.81 March 43.12 March 28.76 March 14.17 March 6.89 April 36.25 April 24.31 April 45.13 April 32.46 April 12.61 April 8.06 May 43.25 May 23.69 May 54.56 May 25.27 May 11.51 May 9.24 June 40.69 June 28.38 June 66.50 June 20.74 June 7.11 June 8.95 July 39.38 July 30.88 July 73.13 July 17.40 July 5.21 August 30.00 August 30.94 August 82.75 August 15.60 August 5.03 September 17.00 September 27.75 September 62.88 September 11.60 September 2.33 October 22.00 October 30.69 October 62.38 October 14.93 October 4.89 November 25.88 November 38.00 November 50.50 November 18.01 November 5.71 December 24.44 December 45.00 December 55.94 December 16.55 December 4.44
The closing price on July 1, 2003 was $8.97. AMDOCS LIMITED (DOX) Amdocs Limited provides software products and related services for major companies in North America. Amdocs products are primarily related to customer care, billing and order management systems. Amdocs products support a range of communications services including wireline, wireless, cable television, broadband, electronic commerce and Internet services. Amdocs offers a range of directory sales and publishing systems to publishers of both traditional yellow and white page directories and electronic Internet directories. Amdocs also provides customization, implementation, system integration, ongoing support, system enhancement, maintenance and outsourcing services. Ordinary shares of Amdocs, included in the Europe 2001 HOLDRS, are traded through the New York Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January * January 21.75 January 53.19 January 78.31 January 36.25 January 12.99 February * February 24.38 February 74.19 February 65.01 February 28.25 February 13.13 March * March 21.63 March 74.00 March 47.90 March 26.65 March 13.28 April * April 26.88 April 67.69 April 58.90 April 21.73 April 17.66 May * May 22.94 May 61.94 May 61.80 May 18.60 May 19.51 June 15.13 June 22.75 June 76.75 June 53.85 June 7.55 June 24.00 July 13.69 July 26.63 July 67.19 July 45.07 July 7.35 August 9.00 August 26.25 August 71.44 August 38.30 August 7.69 September 11.31 September 21.00 September 62.38 September 26.65 September 6.40 October 13.00 October 27.88 October 64.81 October 26.11 October 6.98 November 15.38 November 35.19 November 54.13 November 33.07 November 11.50 December 17.13 December 34.50 December 66.25 December 33.97 December 9.82
The closing price on July 1, 2003 was $24.09. A-2 ARM HOLDINGS P.L.C. (ARMHY) ARM Holdings p.l.c. provides 16/32-bit embedded reduced instruction set computer (RISC) microprocessor solutions. ARM licenses and sells its technology and products to electronics companies. ARM also provides support required in developing complete systems. American depositary receipts evidencing American depositary shares of ARM are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of ARM also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January * January 4.00 January 37.79 January 23.06 January 14.35 January 2.37 February * February 5.78 February 46.73 February 13.25 February 11.95 February 2.53 March * March 6.63 March 35.55 March 13.75 March 12.35 March 2.44 April 2.02 April 6.50 April 31.75 April 15.70 April 9.70 April 3.08 May 1.78 May 5.84 May 25.88 May 14.52 May 7.95 May 3.95 June 3.06 June 6.98 June 32.88 June 11.90 June 6.52 June 3.39 July 3.09 July 9.48 July 34.31 July 12.35 July 7.08 August 2.55 August 8.43 August 40.88 August 12.43 August 7.23 September 2.25 September 9.40 September 32.94 September 10.55 September 5.90 October 2.35 October 16.95 October 30.00 October 15.40 October 2.73 November 2.70 November 29.60 November 18.31 November 16.27 November 3.28 December 3.01 December 38.30 December 22.56 December 15.59 December 2.63
The closing price on July 1, 2003 was $3.50. ASM INTERNATIONAL N.V. (ASMI) ASM International N.V. designs, manufactures and sells equipment and systems used to produce semiconductor devices, or integrated circuits. ASM's production equipment and solutions are used by both the front-end and back-end segments of the semiconductor market. Front-end equipment performs various fabrication processes to create the silicon wafer. Back-end equipment separates these processed wafers into numerous individual pieces and assembles, packages and tests the pieces to create semiconductor devices. New York registered shares of ASM included in the Europe 2001 HOLDRS are traded through the Nasdaq National Market System. Shares of ASM also trade on the Amsterdam Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 10.16 January 5.69 January 25.25 January 19.00 January 18.88 January 11.54 February 12.19 February 5.00 February 32.63 February 13.50 February 21.37 February 10.99 March 11.13 March 3.63 March 29.00 March 17.69 March 26.11 March 9.98 April 11.06 April 4.69 April 34.50 April 25.10 April 23.00 April 13.63 May 9.75 May 5.19 May 25.88 May 22.13 May 19.40 May 15.46 June 8.00 June 7.44 June 26.50 June 19.85 June 17.26 June 14.87 July 8.38 July 8.00 July 26.00 July 22.65 July 14.09 August 5.81 August 7.38 August 25.13 August 21.47 August 12.52 September 4.50 September 8.38 September 17.50 September 11.50 September 9.05 October 4.00 October 8.41 October 16.06 October 15.91 October 12.70 November 5.50 November 16.25 November 11.38 November 14.81 November 14.80 December 5.25 December 23.00 December 9.31 December 19.51 December 12.90
The closing price on July 1, 2003 was $14.85. A-3 ASML HOLDING N.V. (ASML) ASML Holding N.V. is a technology company engaged in the development, production, marketing and servicing of advanced semiconductor processing equipment. These systems are essential in the fabrication of modern integrated circuits. On May 22, 2001 ASML merged with Silicon Valley Group Inc. As a result of this merger, ASML became a multi-product company whose portfolio expanded from strictly imaging tools to include photo resist processing tracks and thermal equipment. New York registered shares of ASML, included in the Europe 2001 HOLDRS, are traded through the Nasdaq National Market System. Shares of ASML also trade through the Nasdaq National Market System and on the Amsterdam Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 11.58 January 15.50 January 40.98 January 28.50 January 18.95 January 8.01 February 15.56 February 13.21 February 42.71 February 21.19 February 20.35 February 7.23 March 15.41 March 15.00 March 37.25 March 21.69 March 25.37 March 6.57 April 15.27 April 13.00 April 40.00 April 27.07 April 22.33 April 8.81 May 12.77 May 14.71 May 35.56 May 23.26 May 18.54 May 10.05 June 9.69 June 19.79 June 44.13 June 22.25 June 15.12 June 9.57 July 9.56 July 20.25 July 39.75 July 20.47 July 11.85 August 5.88 August 21.04 August 38.13 August 18.18 August 10.24 September 5.23 September 22.35 September 32.31 September 11.21 September 6.19 October 8.50 October 24.21 October 27.81 October 14.39 October 8.60 November 9.44 November 31.21 November 20.44 November 17.41 November 11.16 December 10.17 December 37.92 December 22.56 December 17.05 December 8.36
The closing price on July 1, 2003 was $9.84. ASTRAZENECA P.L.C. (AZN) AstraZeneca p.l.c. is an international biosciences company involved in the research, development, manufacture and marketing of pharmaceutical products. AstraZeneca's research and products focus on several areas, including cancer, cardiovascular, the central nervous system, gastrointestinal, infection, pain control, anesthesia and respiratory. Astrazeneca has access to advanced technologies in biomedical research through its own resources, collaboration with universities, and alliances with other research companies. American depositary receipts evidencing American depositary shares of AstraZeneca are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of AstraZeneca also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 39.69 January 47.00 January 38.00 January 44.41 January 46.99 January 34.34 February 44.31 February 41.06 February 33.13 February 46.25 February 50.98 February 32.12 March 43.83 March 47.06 March 40.50 March 48.25 March 49.59 March 34.31 April 43.88 April 39.25 April 42.13 April 47.52 April 46.55 April 39.87 May 41.38 May 39.38 May 42.06 May 47.82 May 43.72 May 41.24 June 43.88 June 39.19 June 46.50 June 46.75 June 41.00 June 40.77 July 38.81 July 36.75 July 42.75 July 50.45 July 36.59 August 36.50 August 39.38 August 45.56 August 48.50 August 29.15 September 35.00 September 42.25 September 52.56 September 46.70 September 30.57 October 39.13 October 45.75 October 47.69 October 45.11 October 37.55 November 42.00 November 44.50 November 51.44 November 45.45 November 37.84 December 44.88 December 41.75 December 51.50 December 46.60 December 35.09
The closing price on July 1, 2003 was $40.33. A-4 AUTONOMY CORPORATION P.L.C. (AUTN) Autonomy Corporation plc is a provider of infrastructure software. Autonomy's technology powers applications dependent upon unstructured information, including e-commerce, customer relationship management (CRM), knowledge management, enterprise information portals, enterprise resource planning (ERP) and online publishing American depositary receipts evidencing American depositary shares of Autonomy are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of Autonomy also trade through the European Association of Securities Dealers Automated Quotation System.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January * January * January * January 55.31 January 24.50 January 10.70 February * February * February * February 97.50 February 23.50 February 12.15 March * March * March * March 50.94 March 29.00 March 12.46 April * April * April * April 44.75 April 26.25 April 13.00 May * May * May 177.50 May 32.70 May 25.90 May 15.25 June * June * June 205.00 June 30.00 June 18.91 June 14.90 July * July * July 240.00 July 21.80 July 11.25 August * August * August 315.00 August 22.75 August 10.75 September * September * September 275.00 September 18.25 September 8.45 October * October * October 250.00 October 20.85 October 10.72 November * November * November 164.69 November 24.80 November 13.99 December * December * December 134.38 December 26.75 December 13.70
The closing price on July 1, 2003 was $14.46. AVENTIS S.A. (AVE) Aventis S.A. develops, manufactures and markets products and services for such therapeutic areas as oncology, cardiology, diabetes and respiratory/allergy, as well as human vaccines. Aventis is primarily involved in developing treatments for lung and breast cancer, thrombosis, seasonal allergies, diabetes and hypertension. American depositary receipts evidencing American depositary shares of Aventis are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Aventis also trade on the Paris Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 46.13 January 51.69 January 54.00 January 79.33 January 69.99 January 51.25 February 46.19 February 46.00 February 52.00 February 80.76 February 74.15 February 45.06 March 50.38 March 44.00 March 54.00 March 76.85 March 68.75 March 44.15 April 49.50 April 47.13 April 56.25 April 76.90 April 70.65 April 50.34 May 55.00 May 46.88 May 63.94 May 74.58 May 69.72 May 52.46 June 56.19 June 46.31 June 72.56 June 79.89 June 70.43 June 54.70 July 54.00 July 48.38 July 75.50 July 77.00 July 65.71 August 46.00 August 48.56 August 74.75 August 73.00 August 58.86 September 41.75 September 51.25 September 75.31 September 75.09 September 52.55 October 46.69 October 55.50 October 72.06 October 73.15 October 59.20 November 50.00 November 61.56 November 78.44 November 69.51 November 55.16 December 50.25 December 56.88 December 84.25 December 71.00 December 54.19
The closing price on July 1, 2003 was $54.50. A-5 AXA (AXA) AXA is the holding company for an international group of insurance and related financial services companies engaged in the financial protection and wealth management business. AXA's operating business segments include life and savings, property and casualty, international insurance (including reinsurance), asset management and other financial services. AXA's primary operations are in western Europe, North America and the Asia- Pacific region. American depositary receipts evidencing American depositary shares of AXA are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of AXA also trade on the Paris Stock Exchange and the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 20.60 January 36.50 January 32.41 January 34.38 January 18.63 January 12.59 February 24.19 February 33.25 February 31.47 February 31.15 February 18.44 February 12.11 March 25.88 March 33.13 March 35.85 March 27.38 March 22.45 March 11.79 April 29.07 April 31.97 April 38.38 April 29.25 April 21.40 April 15.19 May 28.69 May 29.25 May 36.63 May 28.35 May 19.62 May 15.13 June 28.41 June 31.16 June 39.78 June 28.17 June 18.17 June 15.61 July 33.72 July 29.53 July 37.88 July 28.97 July 12.15 August 27.16 August 31.32 August 35.16 August 27.55 August 13.70 September 22.25 September 31.91 September 32.35 September 19.60 September 10.00 October 28.44 October 34.88 October 33.22 October 21.78 October 14.66 November 32.07 November 33.41 November 35.00 November 21.42 November 15.83 December 36.13 December 35.50 December 35.91 December 21.02 December 13.45
The closing price on July 1, 2003 was $15.52. BOOKHAM TECHNOLOGY P.L.C. (BKHM) Bookham Technology p.l.c. designs, manufactures and markets optical components, modules and subsystems for the telecommunications industry. Bookham has three key technology platforms based on gallium arsenide (for modulation), indium phosphide (for tunability) and silicon American depositary receipts evidencing American depositary shares of Bookham are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of Bookham also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January * January * January * January 15.44 January 1.78 January 1.24 February * February * February * February 7.88 February 1.51 February 1.20 March * March * March * March 4.50 March 1.56 March 1.07 April * April * April 52.00 April 5.06 April 1.28 April 1.09 May * May * May 48.69 May 6.03 May 1.20 May 1.70 June * June * June 59.25 June 2.90 June 1.09 June 1.43 July * July * July 62.75 July 2.35 July 1.03 August * August * August 61.75 August 2.20 August 1.03 September * September * September 42.88 September 1.28 September 0.74 October * October * October 33.69 October 1.75 October 1.20 November * November * November 12.44 November 2.25 November 1.37 December * December * December 13.13 December 2.45 December 1.00
The closing price on July 1, 2003 was $1.44. A-6 BP P.L.C. (BP) BP p.l.c. is an oil company with four main businesses: exploration and production; gas, power and renewables; refining and marketing, and chemicals. Exploration and production's activities include oil and natural gas exploration and field development and production (upstream activities), together with pipeline transportation and natural gas processing (midstream activities). Gas, power and renewables activities include marketing and trading of natural gas, natural gas liquid, new market development, liquefied natural gas and solar and renewables. The activities of refining and marketing include oil supply and trading, as well as refining and marketing (downstream activities). Chemicals activities include petrochemicals manufacturing and marketing. American depositary receipts evidencing American depositary shares of BP are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of BP also trade on the London International Stock Exchange and on the French, German, Swiss and Japanese stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 40.16 January 40.56 January 53.75 January 51.50 January 46.72 January 39.01 February 41.34 February 42.50 February 47.06 February 49.60 February 49.55 February 38.11 March 43.03 March 50.50 March 53.25 March 49.62 March 53.10 March 38.59 April 47.25 April 56.59 April 51.00 April 54.08 April 50.80 April 38.54 May 44.22 May 53.59 May 54.56 May 53.39 May 51.07 May 41.89 June 44.13 June 54.25 June 56.56 June 49.85 June 50.49 June 42.02 July 40.13 July 57.94 July 52.31 July 49.42 July 46.40 August 36.56 August 55.92 August 55.25 August 50.88 August 46.80 September 43.59 September 55.41 September 53.00 September 49.17 September 39.90 October 44.25 October 57.75 October 50.94 October 48.34 October 38.45 November 46.06 November 60.94 November 47.44 November 44.17 November 39.21 December 45.38 December 59.31 December 47.88 December 46.51 December 40.65
The closing price on July 1, 2003 was $42.05. BUSINESS OBJECTS S.A. (BOBJ) Business Objects S.A. is a provider of business intelligence solutions. Business Objects' products and services include data integration, query, reporting, online analytical processing, information broadcasting, business alerts for end users, analytic application framework and pre-packaged analytic applications. The Business Objects product line is divided into three families of products: data integration, BI platform and enterprise analytic applications. American depositary receipts evidencing American depositary shares of Business Objects are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of Business Objects also trade on the Paris Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 3.19 January 11.50 January 44.88 January 48.63 January 40.30 January 16.05 February 4.70 February 12.08 February 76.58 February 39.46 February 38.12 February 17.20 March 5.04 March 9.90 March 66.33 March 30.88 March 43.96 March 16.35 April 6.29 April 7.81 April 65.25 April 36.20 April 33.67 April 21.73 May 5.64 May 9.58 May 53.33 May 31.91 May 28.53 May 20.25 June 5.63 June 12.17 June 58.75 June 23.60 June 28.10 June 21.86 July 4.96 July 15.04 July 63.00 July 28.30 July 19.39 August 2.96 August 14.88 August 76.33 August 25.07 August 19.12 September 4.17 September 19.67 September 75.38 September 19.50 September 10.62 October 5.60 October 24.00 October 52.53 October 27.41 October 14.90 November 6.33 November 29.50 November 41.25 November 33.60 November 19.99 December 10.83 December 44.55 December 37.75 December 33.80 December 15.00
The closing price on July 1, 2003 was $21.19. A-7 CABLE & WIRELESS P.L.C. (CWP) Cable & Wireless p.l.c. is a global telecommunications company. Cable & Wireless also offers broadband data, cable television and fixed and mobile voice services. Cable & Wireless' major operations are in the Caribbean and Panama, but it also has businesses in Macau, the Middle East, South East Asia and the Pacific, Indian and Atlantic Oceans. American depositary receipts evidencing American depositary shares of Cable & Wireless are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Cable & Wireless also trade on The London International Stock Exchange and on the Frankfurt Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 29.06 January 43.25 January 63.25 January 40.05 January 11.73 January 2.86 February 33.25 February 40.56 February 64.63 February 33.19 February 9.35 February 2.81 March 37.75 March 36.94 March 56.00 March 20.60 March 9.84 March 3.31 April 35.13 April 42.13 April 49.38 April 21.95 April 8.09 April 3.67 May 34.69 May 38.25 May 49.63 May 20.26 May 9.43 May 5.04 June 36.88 June 39.63 June 50.06 June 18.00 June 7.73 June 5.47 July 38.88 July 36.00 July 52.56 July 14.96 July 8.25 August 28.38 August 34.63 August 55.25 August 14.85 August 7.32 September 27.13 September 33.13 September 42.56 September 12.91 September 5.40 October 33.63 October 34.88 October 43.06 October 13.66 October 6.95 November 37.75 November 39.75 November 37.00 November 14.30 November 3.94 December 36.75 December 52.94 December 39.88 December 14.81 December 2.33
The closing price on July 1, 2003 was $5.48. DAIMLERCHRYSLER AG (DCX) DaimlerChrysler AG develops, manufactures and markets passenger cars, light trucks, and commercial vehicles. DaimlerChrysler also offers financial and information technology services. DaimlerChrysler has five business segments: the Mercedes Car Group, Chrysler Group, commercial vehicles, services and other activities. Global shares of DaimlerChrysler, included in the Europe 2001 HOLDRS, trade on the New York Stock Exchange. Shares of DaimlerChrysler also trade on the Frankfurt, Berlin, Bremen, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Chicago, Pacific, Philadelphia, Montreal, Paris, Tokyo, Toronto and Swiss stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 69.59 January 103.63 January 65.81 January 47.53 January 40.56 January 30.60 February 80.72 February 93.94 February 67.75 February 49.02 February 39.88 February 30.57 March 92.41 March 85.81 March 65.44 March 44.58 March 45.03 March 29.31 April 100.50 April 98.19 April 57.56 April 49.35 April 45.64 April 32.40 May 98.38 May 87.44 May 53.94 May 46.04 May 49.38 May 31.56 June 96.83 June 89.00 June 52.06 June 46.10 June 48.23 June 34.72 July 100.99 July 72.13 July 52.69 July 49.30 July 42.76 August 84.58 August 75.19 August 52.06 August 43.95 August 42.86 September 81.53 September 69.44 September 44.39 September 29.98 September 33.51 October 78.42 October 77.75 October 45.90 October 34.60 October 34.10 November 91.50 November 68.13 November 38.44 November 41.99 November 36.38 December 96.06 December 78.00 December 41.20 December 41.67 December 30.65
The closing price on July 1, 2003 was $34.71. A-8 DEUTSCHE TELEKOM AG (DT) Deutsche Telekom AG is a telecommunications company that offers a range of fixed-line voice telephony products and services. The company uses the information standard known as Integrated Services Digital Network (ISDN) to provide high-speed digital access lines and service lines to its customers. Deutsche Telekom AG also provides asymmetric digital subscriber lines and Internet products. The company's subsidiaries include telecommunications companies in the United Kingdom, France, Austria, Central and Eastern Europe, the United States and Asia. American depositary receipts evidencing American depositary shares of Deutsche Telekom are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Deutsche Telekom also trade on the Frankfurt, Berlin, Bremen, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, and Tokyo stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 17.50 January 45.25 January 69.63 January 33.34 January 14.81 January 12.52 February 20.00 February 45.63 February 84.31 February 24.57 February 14.09 February 11.47 March 22.06 March 40.44 March 80.25 March 23.19 March 14.98 March 11.02 April 26.31 April 38.75 April 67.50 April 25.71 April 13.23 April 13.40 May 27.25 May 39.56 May 61.75 May 21.00 May 10.80 May 15.02 June 27.50 June 42.25 June 56.75 June 22.45 June 9.31 June 15.20 July 29.56 July 40.44 July 43.50 July 21.71 July 11.32 August 24.00 August 44.38 August 38.94 August 15.55 August 11.00 September 29.44 September 41.81 September 34.25 September 15.50 September 8.27 October 27.25 October 46.00 October 38.19 October 15.50 October 11.38 November 28.31 November 56.88 November 32.31 November 16.91 November 12.21 December 32.75 December 71.00 December 29.25 December 16.90 December 12.70
The closing price on July 1, 2003 was $15.27. DIAGEO P.L.C. (DEO) Diageo p.l.c. develops, markets and distributes a wide range of consumer goods, including spirits, wine, beer and food products through its subsidiaries, including Guinness, United Distillers & Vintners and Burger King. Diageo has completed a number of other acquisitions and disposals consistent with its strategy of focusing on its premium drinks business. In December 2002, Diageo disposed of its subsidiary, Burger King Corporation, to a buying group. American depositary receipts evidencing American depositary shares of Diageo are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Diageo also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 36.44 January 45.06 January 30.19 January 38.50 January 46.86 January 41.25 February 41.56 February 45.25 February 30.81 February 40.48 February 48.29 February 39.34 March 48.56 March 45.75 March 30.13 March 40.45 March 52.47 March 41.12 April 48.06 April 46.25 April 34.00 April 41.90 April 52.85 April 44.51 May 45.25 May 43.00 May 34.56 May 43.84 May 50.83 May 43.60 June 48.00 June 43.00 June 35.56 June 43.95 June 51.65 June 43.76 July 48.38 July 41.00 July 34.81 July 40.84 July 48.39 August 37.81 August 41.44 August 34.44 August 40.59 August 48.31 September 36.25 September 41.44 September 35.31 September 41.50 September 49.91 October 43.94 October 40.63 October 37.63 October 40.85 October 44.57 November 45.69 November 36.81 November 41.75 November 43.42 November 41.83 December 46.25 December 32.00 December 44.38 December 46.27 December 43.80
The closing price on July 1, 2003 was $43.80. A-9 ELAN CORPORATION, P.L.C. (ELN) Elan Corporation, p.l.c. is an international pharmaceutical company focused on the discovery, development and marketing of therapeutic products and services in neurology, pain management and autoimmune diseases. Elan is also engaged in the development and commercialization of products using its drug delivery technologies. Elan's drug delivery technologies are designed to improve and control the absorption and utilization of active pharmaceutical compounds. Elan has created a new business unit, Elan Enterprises, which focuses on optimizing the Elan's venture program. American depositary receipts evidencing American depositary shares of Elan are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Elan also trade on the London International Stock Exchange and Irish Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 25.97 January 33.75 January 30.06 January 50.20 January 28.09 January 4.58 February 31.03 February 38.34 February 40.75 February 54.96 February 14.10 February 3.37 March 32.31 March 34.88 March 47.50 March 52.25 March 13.91 March 2.79 April 31.06 April 25.81 April 43.50 April 50.15 April 11.88 April 3.36 May 30.59 May 27.03 May 39.81 May 57.71 May 9.86 May 6.12 June 32.16 June 27.75 June 48.44 June 61.00 June 5.47 June 5.64 July 36.00 July 29.06 July 53.44 July 57.75 July 2.53 August 29.47 August 32.06 August 58.31 August 51.95 August 2.99 September 36.03 September 33.56 September 54.75 September 48.45 September 1.93 October 35.03 October 25.75 October 51.94 October 45.65 October 1.75 November 34.06 November 27.31 November 53.94 November 44.22 November 2.44 December 34.97 December 29.50 December 46.81 December 45.06 December 2.46
The closing price on July 1, 2003 was $5.88. ERICSSON LM TELEPHONE COMPANY (ERICY) LM Ericsson Telephone Company is engaged in international telecommunications, providing systems and products for fixed and mobile communications in public and private networks. Ericsson's range of telecommunication and data communication products includes systems and services for handling voice, data, images and text in public and private fixed-line and mobile networks, microelectronic components, defense systems electronics and telecommunications and power cables. Through its joint venture, Sony Ericsson Mobile Communications (Sony Ericsson), which was formed in 2001, Ericsson also offers other systems and services to equipment and handset suppliers. American depositary receipts evidencing American depositary shares of Ericsson are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of Ericsson also trade on the Stockholm Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 48.28 January 69.69 January 186.41 January 118.75 January 43.40 January 8.13 February 56.64 February 65.00 February 240.00 February 82.81 February 42.20 February 6.49 March 59.45 March 59.53 March 234.53 March 55.94 March 41.80 March 6.36 April 64.30 April 67.50 April 221.09 April 64.30 April 24.90 April 9.06 May 69.69 May 67.34 May 205.00 May 64.00 May 22.20 May 10.40 June 71.56 June 82.34 June 200.00 June 54.20 June 14.40 June 10.63 July 69.22 July 80.16 July 196.25 July 53.60 July 9.60 August 53.59 August 81.41 August 205.00 August 49.80 August 7.30 September 45.94 September 78.13 September 148.13 September 34.90 September 3.60 October 56.56 October 106.88 October 138.75 October 42.70 October 7.89 November 69.06 November 120.47 November 113.75 November 54.60 November 9.83 December 59.84 December 164.22 December 111.88 December 52.20 December 6.74
The closing price on July 1, 2003 was $10.74. A-10 GLAXOSMITHKLINE P.L.C. (GSK) GlaxoSmithKline p.l.c. is an international pharmaceutical company engaged in the creation, development, manufacturing and marketing of pharmaceutical products, vaccines, over-the-counter medicines and health-related consumer products. GSK is also active in four major therapeutic areas: anti-infectives, central nervous system, respiratory and gastro-intestinal/metabolic. GlaxoSmithKline's product line includes antibiotic, antidepressant, gastrointestinal, dermatological, respiratory, cancer and cardiovascular medications. In addition, GlaxoSmithKline also has a portfolio of oncology products. American depositary receipts evidencing American depositary shares of GlaxoSmithKline are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of GlaxoSmithKline also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 53.81 January 67.88 January 52.75 January 52.55 January 48.22 January 38.76 February 54.31 February 64.06 February 48.75 February 55.31 February 48.95 February 35.05 March 54.13 March 66.94 March 57.31 March 52.30 March 47.00 March 35.19 April 56.56 April 58.00 April 62.81 April 53.57 April 48.05 April 40.52 May 53.94 May 56.25 May 56.31 May 54.69 May 40.75 May 40.01 June 59.81 June 56.63 June 57.81 June 56.20 June 43.14 June 40.54 July 60.81 July 52.19 July 57.13 July 57.76 July 39.50 August 55.38 August 52.94 August 57.56 August 52.95 August 37.89 September 57.13 September 52.00 September 60.44 September 56.12 September 38.43 October 62.25 October 59.88 October 58.19 October 53.40 October 37.69 November 63.50 November 59.44 November 57.31 November 50.81 November 38.00 December 69.50 December 55.88 December 56.00 December 49.82 December 37.46
The closing price on July 1, 2003 was $40.27. INFINEON TECHNOLOGIES AG (IFX) Infineon Technologies AG designs, develops, manufactures and markets a broad range of semiconductors and complete system solutions for the automotive and industrial electronics industries. Infineon produces products used in a wide variety of microelectronic applications, including computer systems, telecommunications systems, consumer goods, automotive products, industrial automation and control systems, as well as chip card applications. American depositary receipts evidencing American depositary shares of Infineon are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Infineon also trade on the Frankfurt Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January * January * January * January 44.05 January 21.66 January 6.97 February * February * February * February 32.80 February 22.75 February 6.47 March * March * March 57.50 March 37.85 March 22.60 March 6.70 April * April * April 67.88 April 42.66 April 18.04 April 7.61 May * May * May 62.88 May 34.35 May 17.17 May 8.96 June * June * June 79.25 June 23.45 June 15.49 June 9.59 July * July * July 68.00 July 25.55 July 14.49 August * August * August 65.94 August 23.63 August 11.34 September * September * September 47.50 September 12.39 September 5.70 October * October * October 42.88 October 15.04 October 9.71 November * November * November 38.38 November 19.55 November 10.21 December * December * December 36.00 December 20.30 December 7.19
The closing price on July 1, 2003 was $9.75. A-11 ING GROEP N.V. (ING) ING Groep N.V. is a global financial institution that provides banking, insurance and asset management services. ING provides both retail and wholesale financial services. American depositary receipts evidencing American depositary shares of ING are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of ING also trade on the Amsterdam, Brussels, Frankfurt, Paris and Swiss stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 22.82 January 29.60 January 25.53 January 38.28 January 25.25 January 15.35 February 26.60 February 27.97 February 25.78 February 34.70 February 23.77 February 13.43 March 28.47 March 27.47 March 27.50 March 32.55 March 26.91 March 11.67 April 33.63 April 30.69 April 27.47 April 34.50 April 26.34 April 16.32 May 34.13 May 26.82 May 30.16 May 32.42 May 26.48 May 16.32 June 32.69 June 27.50 June 33.75 June 32.94 June 25.43 June 17.53 July 37.44 July 25.44 July 33.63 July 32.51 July 21.19 August 27.25 August 27.44 August 33.72 August 31.68 August 21.93 September 21.94 September 27.38 September 32.94 September 26.70 September 14.04 October 24.69 October 29.57 October 34.60 October 24.86 October 16.57 November 28.19 November 28.25 November 35.88 November 26.01 November 18.81 December 31.10 December 30.50 December 40.07 December 25.45 December 16.84
The closing price on July 1, 2003 was $17.38. IONA TECHNOLOGIES P.L.C. (IONA) IONA Technologies p.l.c. provides software products that create enterprise portals or singular points of access on the Web. IONA's products enable companies to develop, integrate and manage network-based applications. IONA also provides consulting, training and technical support. IONA operates in the United States through its wholly owned subsidiary, IONA Technologies, Inc. American depositary receipts evidencing American depositary shares of IONA are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of IONA also trade on the Irish Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- ---- ----- January 18.50 January 44.75 January 47.50 January 53.50 January 20.40 January 2.80 February 29.50 February 38.00 February 84.75 February 47.00 February 13.95 February 2.91 March 31.63 March 30.38 March 74.00 March 33.00 March 16.93 March 2.08 April 31.13 April 17.00 April 56.81 April 43.00 April 12.15 April 1.36 May 30.75 May 16.44 May 43.69 May 37.00 May 9.98 May 2.10 June 35.50 June 15.88 June 63.00 June 38.50 June 5.30 June 2.21 July 30.13 July 15.63 July 70.25 July 17.25 July 2.10 August 19.75 August 12.75 August 83.31 August 16.08 August 2.05 September 18.75 September 12.88 September 69.50 September 7.78 September 2.08 October 26.50 October 21.38 October 65.75 October 12.00 October 2.35 November 27.13 November 34.00 November 52.94 November 16.41 November 3.16 December 38.00 December 54.50 December 67.00 December 20.30 December 2.85
The closing price on July 1, 2003 was $2.30. A-12 KONINKLIJKE PHILIPS ELECTRONICS N.V. (PHG) Koninklijke Philips Electronics N.V. is the parent company of Philips, a technology company that develops, manufactures and markets products and services in the areas of lighting, consumer electronics, domestic appliances and personal care, components, semiconductors and medical systems. New York registered shares of Philips Electronics, included in the Europe 2001 HOLDRS, are traded on the New York Stock Exchange. Shares of Philips also trade on the London International Stock Exchange and on the Amsterdam, Paris, Zurich, Geneva, Basel, Frankfurt, Luxembourg, Brussels, Vienna and Antwerp stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 18.66 January 20.40 January 38.08 January 38.20 January 27.35 January 17.19 February 21.82 February 19.51 February 49.35 February 32.64 February 25.96 February 16.70 March 20.57 March 23.09 March 44.15 March 26.70 March 30.22 March 15.59 April 25.25 April 23.85 April 46.00 April 30.80 April 31.01 April 18.68 May 26.65 May 24.13 May 45.55 May 27.70 May 30.60 May 19.66 June 23.78 June 26.00 June 48.97 June 26.43 June 27.60 June 19.11 July 22.88 July 26.06 July 46.33 July 27.63 July 22.54 August 16.79 August 26.50 August 49.31 August 26.77 August 20.20 September 14.95 September 26.03 September 42.50 September 19.30 September 14.53 October 15.48 October 26.79 October 39.94 October 22.55 October 17.70 November 17.74 November 30.80 November 32.81 November 27.07 November 21.62 December 18.96 December 34.79 December 36.25 December 29.11 December 17.68
The closing price on July 1, 2003 was $18.98. MILLICOM INTERNATIONAL CELLULAR S.A. (MICC) Millicom International Cellular S.A. is is an international operator involved in the telecommunications sector through investments in cellular telephone service operations, primarily in emerging markets in Asia, Latin America and Africa. Millicom also offers broadband communications, fixed and mobile telephony, data network and Internet services. American depositary receipts evidencing New York registered shares of Millicom, included in the Europe 2001 HOLDRS, are traded through the Nasdaq National Market System. Shares of Millicom also trade on the Luxembourg Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 113.25 January 105.00 January 214.13 January 90.56 January 32.67 January 5.49 February 132.38 February 80.25 February 213.00 February 74.63 February 18.72 February 4.71 March 132.00 March 78.00 March 171.19 March 59.25 March 20.16 March 6.20 April 117.38 April 103.50 April 160.50 April 81.60 April 12.91 April 9.56 May 116.63 May 108.00 May 127.50 May 84.18 May 13.11 May 19.95 June 131.25 June 94.50 June 105.00 June 75.30 June 4.80 June 26.22 July 140.25 July 91.88 July 132.38 July 65.61 July 3.60 August 93.38 August 76.13 August 132.56 August 47.49 August 3.00 September 73.88 September 85.31 September 106.69 September 31.80 September 1.98 October 100.13 October 101.25 October 92.25 October 33.15 October 2.70 November 100.13 November 141.00 November 67.50 November 29.73 November 5.52 December 104.63 December 187.13 December 69.00 December 36.45 December 5.34
The closing price on July 1, 2003 was $26.60. A-13 NOKIA CORP. (NOK) Nokia Corp. is a manufacturer of mobile telephones and a supplier of mobile, fixed and Internet protocol networks and related services, as well as multimedia terminals. Nokia has three business groups, Nokia Networks and Nokia Mobile Phones, and Nokia Ventures Organization. Nokia Networks is a supplier of mobile, broadband, IP network infrastructure and related services. It also develops mobile Internet applications and solutions for operators and Internet service providers. Nokia Mobile Phone is a worldwide mobile phone manufacturer. Nokia Ventures Organization develops new ideas for the home environment and the corporate world. American depositary receipts evidencing American depositary shares of Nokia are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Nokia also trade on the Helsinki, Frankfurt, Paris, Stockholm and London stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 4.75 January 18.02 January 46.00 January 34.35 January 23.45 January 14.39 February 6.30 February 16.95 February 50.88 February 22.00 February 20.77 February 13.23 March 6.75 March 19.47 March 55.50 March 24.00 March 20.74 March 14.01 April 8.36 April 18.55 April 57.25 April 34.19 April 16.26 April 16.57 May 8.12 May 17.81 May 52.00 May 29.24 May 13.88 May 18.04 June 9.09 June 22.89 June 49.94 June 22.19 June 14.48 June 16.43 July 10.91 July 21.27 July 44.31 July 21.81 July 12.40 August 8.35 August 20.91 August 44.94 August 15.74 August 13.29 September 9.78 September 22.47 September 39.81 September 15.65 September 13.25 October 11.63 October 28.89 October 42.75 October 20.51 October 16.62 November 12.25 November 34.50 November 42.75 November 23.01 November 19.21 December 15.05 December 47.77 December 43.50 December 24.53 December 15.50
The closing price on July 1, 2003 was $16.50. NOVARTIS AG (NVS) Novartis AG is a pharmaceutical company that is primarily involved in healthcare, nutrition, and animal care. Novartis develops and sells prescription medicines and offers non-prescription medicines such as Maalox and TheraFlu and also offers the CIBA Vision brand of contact lenses and related products. Novartis sells nutritional products such as Ovaltine and Isostar. Novartis also provides pharmaceuticals for animal health. On December 21, 2000, Novartis Pharmaceuticals completed the acquisition of the antiviral products Famvir (famciclovir) and Vectavir/Denavir (penciclovir) from SmithKline Beecham. Effective January 1, 2001, Novartis Pharmaceuticals took over responsibility for operating the ophthalmic pharmaceutical business previously managed by CIBA Vision. American depositary receipts evidencing American depositary shares of Novartis are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Prior to listing on the New York Stock Exchange on May 11, 2000, Novartis' American depositary receipts were traded in the United States in the over-the-counter market. Shares of Novartis also trade on the Swiss Stock Exchange and the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 42.86 January 46.78 January 30.86 January 42.83 January 34.63 January 37.08 February 45.60 February 43.86 February 31.83 February 42.67 February 37.96 February 36.58 March 44.24 March 40.55 March 34.19 March 39.33 March 39.60 March 37.06 April 41.34 April 36.67 April 35.01 April 39.15 April 41.97 April 39.48 May 42.40 May 36.36 May 36.88 May 38.38 May 42.82 May 40.00 June 41.60 June 36.51 June 40.00 June 36.15 June 43.83 June 39.81 July 42.17 July 36.07 July 38.56 July 35.02 July 41.13 August 38.87 August 35.97 August 37.81 August 36.47 August 40.45 September 40.07 September 37.09 September 38.69 September 38.92 September 39.73 October 45.05 October 37.41 October 38.38 October 37.63 October 37.94 November 47.07 November 38.96 November 40.56 November 35.76 November 38.00 December 49.15 December 36.51 December 44.75 December 36.50 December 36.73
The closing price on July 1, 2003 was $39.27. A-14 QIAGEN N.V. (QGENF) Qiagen N.V. produces and distributes biotechnology products for the separation, purification and handling of nucleic acids, which are used in drug screening and the development of genetic vaccinations. Qiagen's products are sold to academic research markets and to leading pharmaceutical and biotechnology companies. Qiagen also assembles and distributes robotic equipment to be used with their products. New York registered shares of Qiagen, included in the Europe 2001 HOLDRS, are traded through the Nasdaq National Market System. Shares of Qiagen also trade on the Frankfurt Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 5.63 January 8.61 January 24.72 January 33.38 January 19.01 January 5.67 February 5.96 February 9.05 February 43.63 February 27.50 February 15.30 February 5.84 March 8.34 March 8.52 March 34.00 March 20.56 March 14.89 March 5.81 April 8.17 April 9.16 April 36.28 April 26.40 April 13.10 April 6.31 May 7.69 May 8.77 May 38.09 May 24.65 May 15.06 May 9.40 June 7.88 June 8.50 June 43.50 June 22.05 June 11.65 June 8.12 July 8.06 July 9.00 July 49.75 July 21.30 July 6.91 August 6.22 August 10.94 August 47.75 August 20.80 August 5.97 September 6.81 September 10.66 September 47.13 September 14.71 September 4.59 October 7.59 October 13.34 October 43.13 October 17.90 October 6.70 November 7.63 November 16.75 November 34.56 November 19.68 November 6.50 December 7.53 December 18.88 December 34.59 December 18.56 December 5.19
The closing price on July 1, 2003 was $8.48. REPSOL YPF, S.A. (REP) Repsol YPF, S.A. is an international oil company involved in a variety of aspects of the petroleum business, including the exploration, development and production of crude oil and natural gas; the transport of oil and gas products; oil refining; the production of a wide range of petrochemicals; and the marketing of oil and gas products. American depositary receipts evidencing American depositary shares of Repsol are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Repsol also trade on the Madrid Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 14.23 January 18.10 January 19.00 January 17.23 January 12.04 January 14.48 February 14.83 February 17.50 February 19.13 February 17.01 February 12.24 February 14.02 March 16.96 March 17.08 March 21.31 March 17.78 March 12.70 March 14.34 April 18.23 April 16.50 April 20.63 April 18.26 April 12.25 April 14.55 May 18.25 May 18.00 May 21.06 May 18.09 May 11.84 May 15.74 June 18.33 June 20.31 June 19.81 June 16.66 June 11.83 June 16.17 July 17.90 July 20.69 July 18.88 July 16.52 July 12.23 August 14.65 August 20.88 August 19.81 August 16.91 August 13.06 September 14.06 September 19.94 September 18.31 September 14.56 September 11.98 October 16.67 October 20.50 October 15.94 October 14.51 October 11.06 November 18.71 November 21.75 November 16.38 November 14.30 November 12.52 December 18.21 December 23.25 December 16.13 December 14.53 December 13.08
The closing price on July 1, 2003 was $16.16. ROYAL DUTCH PETROLEUM COMPANY (RD) Royal Dutch Petroleum Company is a holding company for the Royal Dutch/Shell Group of Companies. The Royal Dutch/Shell Group of Companies are engaged in the business of exploration and production, gas and power, oil products, chemicals and renewables, as well as other activities. 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. New York registered shares of A-15 Royal Dutch, included in the Europe 2001 HOLDRS, trade on the New York Stock Exchange. Shares of Royal Dutch Petroleum also trade on the London International Stock Exchange and on the Brussels, Frankfurt, Geneva, Basel, Vienna, Paris, Luxembourg, and Zurich stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 51.25 January 40.06 January 55.06 January 60.35 January 49.97 January 41.89 February 54.31 February 43.88 February 52.75 February 58.33 February 51.37 February 39.67 March 56.81 March 52.00 March 57.81 March 55.44 March 54.32 March 40.75 April 56.50 April 58.69 April 57.38 April 59.53 April 52.26 April 40.88 May 56.13 May 56.56 May 62.44 May 60.98 May 55.00 May 45.55 June 54.81 June 60.25 June 61.56 June 58.27 June 55.27 June 46.62 July 51.00 July 61.00 July 58.25 July 58.00 July 45.70 August 40.00 August 61.88 August 61.19 August 56.63 August 45.20 September 47.63 September 59.06 September 59.94 September 50.25 September 40.17 October 49.31 October 59.94 October 59.38 October 50.51 October 42.78 November 46.94 November 58.00 November 59.69 November 48.34 November 43.55 December 47.88 December 60.56 December 60.56 December 49.02 December 44.02
The closing price on July 1, 2003 was $46.59. RYANAIR HOLDINGS P.L.C. (RYAAY) Ryanair Holdings p.l.c. is a low-fares airline offering routes across 13 European countries from its bases at the Dublin, London Stanstead, Glasgow Prestwick and Brussels airports. The Company's principal business is a low-fare route between Dublin, Ireland, and London, England's Gatwick Airport. American depositary receipts evidencing American depositary shares of Ryanair are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of Ryanair also trade on the Irish Stock Exchange and London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 6.19 January 8.56 January 17.03 January 28.72 January 32.25 January 39.54 February 9.25 February 9.47 February 17.00 February 28.25 February 31.92 February 38.20 March 9.25 March 10.19 March 22.94 March 22.25 March 30.01 March 41.64 April 9.59 April 11.19 April 20.38 April 25.80 April 31.00 April 39.67 May 8.78 May 11.00 May 20.25 May 26.95 May 30.61 May 41.46 June 8.91 June 13.25 June 18.25 June 25.98 June 34.87 June 44.92 July 9.75 July 13.00 July 21.06 July 27.31 July 32.16 August 7.38 August 11.47 August 18.38 August 25.28 August 32.71 September 8.56 September 11.47 September 19.25 September 20.49 September 33.89 October 7.34 October 10.31 October 20.16 October 23.37 October 37.21 November 6.81 November 12.47 November 24.25 November 29.00 November 43.81 December 9.44 December 13.78 December 27.84 December 32.05 December 39.16
The closing price on July 1, 2003 was $44.90. SAP AG (SAP) SAP AG operates as a business software company. SAP develops and markets software that integrates the way businesses interact internally and with third parties. SAP software enables companies of all sizes and industries to fully interact with their employees, customers and partners. Specifically, SAP software is designed to optimize supply chains, manage strategic relationships, reduce time to market and share information. SAP's preference shares, which are included in the Europe 2001 HOLDRS, are listed on the New York Stock Exchange through American depositary receipts and also trade on the Frankfurt Stock Exchange and the Swiss Stock Exchange. SAP preference shares have limited voting rights and holders of the preference shares may vote only on matters affecting their rights in the preference shares.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 30.24 January 33.94 January 65.19 January 47.64 January 35.06 January 23.50 February 34.31 February 32.00 February 71.31 February 38.69 February 34.17 February 20.90 March 35.41 March 26.31 March 59.75 March 28.99 March 37.20 March 18.96 April 41.52 April 31.38 April 49.13 April 40.30 April 32.60 April 25.51 May 46.23 May 33.56 May 42.88 May 35.11 May 25.80 May 28.48 June 56.50 June 34.63 June 46.94 June 35.09 June 24.29 June 29.22 July 61.37 July 31.69 July 55.75 July 36.08 July 18.70 August 41.88 August 33.00 August 64.19 August 34.49 August 19.25 September 38.94 September 37.75 September 61.50 September 25.92 September 11.25 October 42.06 October 36.56 October 51.00 October 25.70 October 19.14 November 42.31 November 33.56 November 33.25 November 31.03 November 22.25 December 36.06 December 52.06 December 33.69 December 31.93 December 19.50
The closing price on July 1, 2003 was $28.85. SCOTTISH POWER P.L.C. (SPI) Scottish Power p.l.c. is an international energy buisness involved in the generation, transmission and distribution of electricity to residential, commercial and industrial customers in the United Kingdom and the western United States. In Great Britain, Scottish Power also provides gas supply services, water and wastewater services and telecommunications services and retails electrical, gas and home entertainment appliances. During the fiscal year ended March 31, 2002, Scottish Power exited the financial services business and appliance retailing business in the United Kingdom and sold a non-strategic business in synthetic fuel production operated by its United States subsidiaries. American depositary receipts evidencing American depositary shares of Scottish Power are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Scottish Power also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 35.00 January 42.25 January 27.69 January 25.94 January 24.17 January 22.30 February 34.38 February 37.56 February 30.06 February 27.50 February 23.87 February 22.91 March 37.94 March 35.19 March 31.69 March 26.22 March 20.45 March 23.99 April 36.50 April 33.50 April 31.94 April 25.20 April 22.77 April 24.71 May 36.50 May 35.38 May 32.06 May 28.95 May 22.76 May 23.99 June 35.25 June 35.00 June 33.44 June 29.20 June 21.40 June 24.31 July 38.75 July 33.63 July 33.13 July 28.00 July 21.81 August 39.13 August 36.81 August 30.13 August 28.35 August 22.77 September 39.75 September 36.31 September 30.06 September 23.70 September 21.75 October 40.00 October 36.81 October 30.19 October 22.60 October 21.82 November 42.88 November 34.94 November 29.38 November 22.30 November 21.00 December 41.31 December 28.00 December 30.31 December 21.70 December 22.92
The closing price on July 1, 2003 was $24.56. SERONO S.A. (SRA) Serono S.A. is a biotechnology company that focuses on research and development and manufacturing and marketing of drugs in the reproductive health, neurology, metabolism and growth areas. Serono focuses on the niche markets of reproductive health, neurology, growth and metabolism. Serono operates globally and has entered into exclusive agreements with biotechnology companies in Britain and the United States related to research, development, commercialization and delivery of Serono products. American depositary receipts evidencing American depositary shares of Serono are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Serono also trade on the Swiss Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January * January * January * January 19.64 January 20.10 January 12.34 February * February * February * February 20.32 February 18.75 February 11.25 March * March * March * March 20.20 March 22.40 March 12.05 April * April * April * April 20.60 April 19.85 April 13.58 May * May * May * May 22.90 May 20.45 May 15.01 June * June * June * June 24.95 June 16.30 June 14.56 July * July * July 27.00 July 23.61 July 13.70 August * August * August 28.63 August 23.20 August 14.05 September * September * September 30.25 September 18.98 September 12.07 October * October * October 22.63 October 19.14 October 14.05 November * November * November 21.38 November 21.11 November 14.53 December * December * December 23.94 December 22.19 December 13.56
The closing price on July 1, 2003 was $14.50. SHIRE PHARMACEUTICALS GROUP P.L.C. (SHPGY) Shire Pharmaceuticals Group p.l.c. is an international pharmaceutical company focused on the development, manufacture and marketing of pharmaceutical products in four therapeutic areas: central nervous system disorders, metabolic diseases, cancer and gastrointestinal disorders. Shire Pharmaceuticals operates and manages its business within three individual operating segments: United States, international and global research and development. American depositary receipts evidencing American depositary shares of Shire Pharmaceuticals are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of Shire Pharmaceuticals also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January * January 21.13 January 40.69 January 56.59 January 34.90 January 16.93 February * February 20.50 February 48.00 February 53.44 February 23.78 February 15.73 March 21.44 March 22.81 March 51.25 March 43.75 March 23.47 March 18.53 April 22.50 April 21.63 April 40.25 April 49.90 April 22.20 April 19.95 May 19.50 May 23.75 May 43.63 May 49.59 May 27.39 May 20.75 June 21.38 June 26.00 June 51.88 June 55.50 June 25.81 June 19.70 July 24.00 July 25.38 July 54.75 July 50.14 July 25.50 August 18.75 August 25.00 August 56.50 August 43.42 August 29.19 September 21.88 September 28.81 September 51.63 September 40.30 September 24.77 October 21.75 October 31.75 October 62.88 October 44.70 October 23.36 November 22.00 November 30.69 November 45.63 November 35.90 November 20.68 December 20.25 December 29.13 December 46.06 December 36.60 December 18.89
The closing price on July 1, 2003 was $19.35. A-18 SKILLSOFT P.L.C. (SKIL) SkillSoft plc, formerly known as SmartForce plc, is a provider of e-learning courseware and referenceware for business and information technology professionals. SkillSoft products and services are designed to accelerate the ability of the workforce to master the business and technology skills required for competitive success. Skillsoft has more than 2,800 corporate customers worldwide and more than 4.5 million licensed users. SkillSoft focuses on meeting the comprehensive business skills and information technology learning needs of professionals in Global 5000 organizations through a comprehensive range of content-focused, e-learning solutions. Skillsoft was formed in September 2002 as the result of the merger between SkillSoft Corporation and SmartForce plc.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January * January * January * January * January * January 2.86 February * February * February * February * February * February 2.85 March * March * March * March * March 10.50 March 2.65 April * April * April * April * April 6.45 April 3.72 May * May * May * May * May 5.51 May 4.17 June * June * June * June * June 3.40 June 5.05 July * July * July * July * July 3.41 August * August * August * August * August 4.33 September * September * September * September * September 3.30 October * October * October * October * October 4.01 November * November * November * November * November 3.74 December * December * December * December * December 2.75
The closing price on July 1, 2003 was $5.47. STMICROELECTRONICS N.V. (STM) STMicroelectronics N.V. designs, develops, manufactures and markets a broad range of semiconductor integrated circuits and devices used in a wide variety of microelectronic applications, including including automotive products, computer peripherals, telecommunications systems, consumer products, industrial automation and control systems. STM's products are organized into the five principal groups: telecommunications, peripherals and automotive, consumer and microcontroller, memory products and discrete and standard ICs. New York registered shares of STMicroelectronics, included in the Europe 2001 HOLDRS, are traded on the New York Stock Exchange. Shares of STMicroelectronics also trade on the Paris and Italian stock exchanges and are also quoted on SEAQ International.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 11.32 January 17.42 January 56.13 January 47.22 January 31.31 January 18.36 February 12.69 February 14.56 February 66.67 February 31.40 February 29.46 February 18.61 March 12.93 March 16.19 March 62.40 March 34.17 March 33.92 March 18.90 April 14.08 April 17.00 April 63.23 April 40.45 April 30.79 April 20.59 May 12.90 May 19.35 May 60.06 May 35.55 May 26.90 May 22.81 June 11.65 June 23.10 June 64.19 June 33.49 June 24.33 June 20.79 July 10.60 July 23.50 July 56.94 July 31.84 July 21.29 August 8.70 August 22.35 August 61.69 August 30.73 August 20.14 September 7.49 September 24.69 September 47.63 September 21.49 September 13.53 October 10.14 October 30.29 October 51.94 October 27.97 October 19.67 November 11.19 November 41.69 November 40.75 November 33.65 November 25.40 December 13.01 December 50.48 December 42.81 December 31.67 December 19.51
The closing price on July 1, 2003 was $20.94. A-19 TELEFONICA S.A. (TEF) Telefonica, S.A. is a telecommunications company that operates in Spanish- and Portugese-speaking countries. Telefonica provides services in the areas of fixed telephony, mobile telephony, business services, internet and broadband, content, directories, applications and customer relationship management. American depositary receipts evidencing American depositary shares of Telefonica are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Telefonica also trade on the London, Paris, Frankfurt, Tokyo, Buenos Aires, Sao Paulo and Lima stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 27.77 January 39.33 January 67.49 January 51.84 January 33.47 January 28.63 February 29.45 February 39.12 February 76.98 February 45.97 February 33.07 February 28.30 March 37.62 March 36.34 March 66.04 March 44.25 March 31.82 March 28.05 April 35.54 April 40.44 April 58.83 April 46.43 April 31.06 April 33.25 May 38.26 May 41.86 May 54.06 May 41.01 May 30.18 May 34.11 June 39.56 June 42.69 June 56.89 June 34.40 June 23.89 June 34.57 July 41.39 July 41.57 July 56.22 July 33.54 July 25.85 August 31.05 August 41.95 August 50.89 August 32.57 August 26.49 September 30.71 September 41.79 September 52.78 September 31.36 September 21.47 October 38.96 October 43.47 October 51.45 October 32.77 October 27.15 November 39.65 November 55.17 November 42.01 November 36.87 November 29.05 December 38.51 December 69.98 December 44.40 December 37.03 December 25.54
The closing price on July 1, 2003 was $34.55. TERRA NETWORKS, S.A. (TRLY) Terra Networks, S.A. is a global Internet network operating in 43 countries in 20 languages. Terra Lycos has operations in the United States, Canada, Europe, Asia and Latin America .The Terra Lycos network of sites includes Lycos.com, Terra.com, AnimationExpress.com, Angelfire.com, ATuHora.com, Gamesville.com, HotBot.com, htmlGEAR.com, Invertia.com, Lycos Zone, Matchmaker.com, Quote.com, RagingBull.com, Rumbo.com, Sonique, Tripod.com, Web monkey.com, Whowhere.com and Wired.com. American depositary receipts evidencing American depositary shares of Terra Networks are included in the Europe 2001 HOLDRS and are traded through the Nasdaq National Market System. Shares of Terra Networks also trade on the Madrid Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January * January * January 87.81 January 16.31 January 8.07 January 4.60 February * February * February 129.63 February 11.44 February 7.27 February 4.93 March * March * March 78.50 March 9.22 March 7.79 March 4.75 April * April * April 62.50 April 8.79 April 6.48 April 5.28 May * May * May 43.63 May 7.95 May 5.80 May 6.40 June * June * June 36.47 June 7.61 June 5.79 June 6.00 July * July * July 38.19 July 6.77 July 5.76 August * August * August 40.13 August 7.03 August 5.20 September * September * September 36.75 September 5.09 September 3.88 October * October * October 24.19 October 6.34 October 4.78 November * November 33.75 November 14.00 November 8.35 November 5.02 December * December 54.75 December 10.56 December 7.87 December 4.12
The closing price on July 1, 2003 was $6.06. A-20 TOTAL S.A. (TOT) Total S.A. operates with its subsidiaries and affiliates as an integrated oil and gas company. Total is involved in all aspects of the petroleum industry, including upstream operations (oil and gas exploration, development and production), downstream operations (refining and marketing) and the trading and shipping of crude oil and petroleum products. Total also produces petrochemicals and specialty chemical products for industrial and consumer use. In addition, Total is involved in the coal mining, nuclear power, cogeneration and electricity sectors. American depositary receipts evidencing American depositary shares of Total are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Total also trade on the Paris Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 51.88 January 51.25 January 62.25 January 73.50 January 70.36 January 67.91 February 55.00 February 51.63 February 67.13 February 70.51 February 73.55 February 65.75 March 60.06 March 61.00 March 73.63 March 67.95 March 76.60 March 63.27 April 58.75 April 68.00 April 75.63 April 74.90 April 75.71 April 65.70 May 62.31 May 60.81 May 78.94 May 73.74 May 77.67 May 73.55 June 65.38 June 64.44 June 76.81 June 70.20 June 80.90 June 75.80 July 57.19 July 63.63 July 73.56 July 70.88 July 72.55 August 48.06 August 65.04 August 74.50 August 73.85 August 71.32 September 62.81 September 63.44 September 73.44 September 67.55 September 65.85 October 58.50 October 66.69 October 71.63 October 69.74 October 68.02 November 61.13 November 66.13 November 70.63 November 64.09 November 66.75 December 49.75 December 69.25 December 72.69 December 70.24 December 71.50
The closing price on July 1, 2003 was $75.40. UBS AG (UBS) UBS AG is a global, integrated investment services firm and that offers investment, trading and risk management services. UBS's clients include international corporations, small and medium-sized businesses in Switzerland, governments and other public bodies, financial institutions, market participants and individuals. Global shares of UBS, included in the Europe 2001 HOLDRS, are traded on the New York Stock Exchange. Shares of UBS also trade on the Zurich Stock Exchange and the Tokyo Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January * January * January * January 58.89 January 45.50 January 43.92 February * February * February * February 53.20 February 46.44 February 41.70 March * March * March * March 48.00 March 49.75 March 42.70 April * April * April * April 50.59 April 48.49 April 47.45 May * May * May 45.08 May 49.95 May 51.90 May 54.72 June * June * June 49.00 June 47.34 June 49.89 June 55.40 July * July * July 48.00 July 45.15 July 44.30 August * August * August 48.73 August 48.82 August 47.01 September * September * September 45.16 September 46.15 September 41.00 October * October * October 46.67 October 46.37 October 47.26 November * November * November 45.75 November 49.86 November 50.18 December * December * December 54.47 December 50.00 December 48.12
The closing price on July 1, 2003 was $55.35. UNILEVER N.V. (UN) Unilever N.V. is an international supplier of consumer goods in the food, household care and personal product categories. Since January 2001, the Unilever's operations have been organized into two global divisions, foods and home & personal care. Unilever products include culinary, frozen food, deodorant, hair care, laundry, A-21 cooking, skin and oral care and fragrance products sold under such brand names as Ponds, Dove, Lipton and Magnum. New York registered shares of Unilever, included in the Europe 2001 HOLDRS, trade on the New York Stock Exchange. Shares of Unilever also trade on the Amsterdam, London, Belgium, France, Germany, Luxembourg and Swiss stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 63.91 January 85.68 January 46.25 January 56.56 January 56.34 January 56.71 February 72.03 February 81.13 February 45.50 February 55.90 February 58.28 February 56.68 March 76.86 March 74.41 March 48.13 March 52.64 March 56.80 March 59.44 April 83.58 April 72.73 April 45.56 April 56.12 April 64.70 April 62.97 May 88.41 May 65.31 May 50.81 May 55.59 May 65.52 May 58.50 June 88.41 June 69.75 June 43.00 June 59.57 June 64.80 June 54.00 July 78.12 July 69.88 July 44.25 July 59.95 July 56.35 August 71.12 August 68.88 August 47.25 August 61.09 August 59.17 September 68.60 September 68.13 September 48.25 September 54.02 September 59.45 October 84.28 October 66.69 October 50.81 October 51.98 October 64.01 November 87.08 November 54.44 November 62.06 November 56.90 November 58.15 December 92.89 December 54.44 December 62.94 December 57.61 December 61.71
The closing price on July 1, 2003 was $53.53. VIVENDI UNIVERSAL (V) Vivendi Universal is media and communications and environmental group. Vivendi Universal's media and communications operations are involved in the television, film, publishing, music, Internet and telecommunications industries. Vivendi Universal operates through a portfolio of assets in six principal segments: Cegetel Group, Universal Music Group (UMG), Vivendi Universal Entertainment (VUE), Canal+ Group, Maroc Telecom and Vivendi Universal Games (VU Games). American depositary receipts evidencing American depositary shares of Vivendi Universal are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Vivendi Universal also trade on the Paris and Toronto stock exchanges.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 48.41 January 97.44 January 102.73 January 74.85 January 42.63 January 16.91 February 52.44 February 86.90 February 117.46 February 63.20 February 38.70 February 13.88 March 54.12 March 82.01 March 115.31 March 60.65 March 38.50 March 13.40 April 61.93 April 77.97 April 99.15 April 68.01 April 32.12 April 16.41 May 66.97 May 72.90 May 106.65 May 63.80 May 31.05 May 18.63 June 71.18 June 81.01 June 88.62 June 58.00 June 21.50 June 18.44 July 72.93 July 78.62 July 79.88 July 58.50 July 15.86 August 66.44 August 77.21 August 81.79 August 54.71 August 12.96 September 66.37 September 70.23 September 74.06 September 46.35 September 11.39 October 76.12 October 75.73 October 72.81 October 46.63 October 12.12 November 75.59 November 80.05 November 61.88 November 50.65 November 16.20 December 86.53 December 89.86 December 65.31 December 53.79 December 16.07
The closing price on July 1, 2003 was $18.14. A-22 VODAFONE GROUP P.L.C. (VOD) Vodafone Group p.l.c. is a wireless telecommunications company with a significant presence in Continental Europe, the United States, and the Far East through its subsidiaries, joint ventures and associated undertakings. Vodafone Group sells and rents cellular telephone equipment, provides messaging and data transmission facilities, and access to information services. Vodafone provides a full range of wireless telecommunications services, including voice and data communications. American depositary receipts evidencing American depositary shares of Vodafone are included in the Europe 2001 HOLDRS and are traded on the New York Stock Exchange. Shares of Vodafone also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 15.05 January 39.05 January 56.00 January 34.97 January 21.70 January 18.85 February 17.70 February 36.44 February 57.69 February 27.31 February 19.00 February 18.10 March 20.78 March 37.55 March 55.56 March 27.15 March 18.43 March 18.22 April 21.99 April 35.91 April 47.00 April 30.28 April 16.20 April 19.76 May 21.98 May 38.28 May 45.81 May 25.89 May 14.93 May 21.91 June 25.21 June 39.40 June 41.44 June 22.35 June 13.65 June 19.65 July 27.30 July 42.10 July 43.13 July 21.55 July 15.17 August 25.13 August 40.11 August 40.94 August 20.15 August 15.99 September 22.68 September 47.55 September 37.00 September 21.96 September 12.83 October 26.93 October 47.63 October 42.56 October 23.12 October 15.92 November 29.54 November 47.19 November 34.38 November 25.34 November 18.75 December 32.23 December 49.50 December 35.81 December 25.68 December 18.12
The closing price on July 1, 2003 was $19.87. WPP GROUP P.L.C. (WPPGY) WPP Group p.l.c. is an international communication services organization that provides advertising, media investment management, information and consultancy, public relations and public affairs, branding and identity, healthcare and specialist communications. American depositary receipts evidencing American depositary shares of WPP Group are included in the Europe 2001 HOLDRS and traded through the Nasdaq National Market System. Shares of WPP Group also trade on the London International Stock Exchange.
Closing Closing Closing Closing Closing Closing 1998 Price 1999 Price 2000 Price 2001 Price 2002 Price 2003 Price - ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- ------- ----- January 21.75 January 37.41 January 81.00 January 63.69 January 49.90 January 35.61 February 26.81 February 39.81 February 99.00 February 59.00 February 52.81 February 30.68 March 29.00 March 43.25 March 86.75 March 53.69 March 56.46 March 27.52 April 32.19 April 43.88 April 77.38 April 59.90 April 52.94 April 35.58 May 32.00 May 40.81 May 60.56 May 54.14 May 51.69 May 41.21 June 33.63 June 42.88 June 72.63 June 50.25 June 44.08 June 40.07 July 33.69 July 44.75 July 69.00 July 52.26 July 38.24 August 27.19 August 46.97 August 70.63 August 49.47 August 36.98 September 22.81 September 46.50 September 59.31 September 36.87 September 34.10 October 24.88 October 54.94 October 66.88 October 44.40 October 33.95 November 27.75 November 72.50 November 53.44 November 49.28 November 41.62 December 30.88 December 83.13 December 62.81 December 53.90 December 37.88
The closing price on July 1, 2003 was $39.64. A-23 ================================================================================ [HOLDERS EUROPE 2001 LOGO OMITTED] 1,000,000,000 Depositary Receipts Europe 2001 HOLDRS(SM) Trust ----------------------------------- PROSPECTUS ----------------------------------- July 7, 2003 ================================================================================ PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. 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 attorney's 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)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. II-1 (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 14 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 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 Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on July 3, 2003. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: * --------------------------------- Name: John J. Fosina Title: Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated below on July 3, 2003.
Signature Title --------- ----- * -------------------------------- Co. Chief Executive Officer, James P. Gorman Co. Chairman of the Board and Director * -------------------------------- Co. Chief Executive Officer, Arshad R. Zakaria Co. Chairman of the Board and Director * -------------------------------- Director Carlos M. Morales * -------------------------------- Director Thomas H. Patrick * -------------------------------- Chief Financial Officer John J. Fosina * -------------------------------- Controller Dominic A. Carone *By: /s/ Mitchell M. Cox Attorney-in-Fact -------------------------------- Mitchell M. Cox
II-3 INDEX TO EXHIBITS Exhibits - -------- *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, 1999, and included as exhibits thereto, form of Depositary Trust Agreement and form of HOLDRS and Form of Amendment No. 3 to the Standard Terms for Depositary Trust Agreements, filed on December 4, 2000 as an exhibit to amendment no. 1 to the registration statement filed on Form S-1 for Europe 2001 HOLDRS. *5.1 Opinion of Shearman & Sterling regarding the validity of the Europe 2001 HOLDRS Receipts, filed on December 4, 2000 as an exhibit to amendment no. 1 to the registration statement filed on Form S-1 for Europe 2001 HOLDRS. *8.1 Opinion of Shearman & Sterling, as special U.S. tax counsel, regarding the material federal income tax consequences, filed on December 4, 2000 as an exhibit to amendment no. 1 to the registration statement filed on Form S-1 for Europe 2001 HOLDRS. *24.1 Power of Attorney (included in Part II of Registration Statement), filed on August 22, 2000 as an exhibit to the registration statement filed on Form S-1 for Europe 2001 HOLDRS. *24.2 Power of Attorney of John J. Fosina, E. Stanley O'Neal, George A. Schieren, Thomas H. Patrick and Dominic A. Carone 24.3 Power of Attorney of James P. Gorman, Arshad R. Zakaria and Carlos M. Morales - ------------------ * Previously filed. II-4 EX-24.3 3 posam_070303-europe243.txt POWER OF ATTORNEY Exhibit 24.3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Mitchell M. Cox and Stephen G. Bodurtha and each of them, with full power to act without the other, his true and lawful attorneys-in-fact and agents with full and several power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to the Registration Statements for each of the Biotech HOLDRS[SM] Trust, B2B Internet HOLDRS[SM] Trust, Broadband HOLDRS[SM] Trust, Europe 2001 HOLDRS[SM] Trust, Internet HOLDRS[SM] Trust, Internet Architecture HOLDRS[SM] Trust, Internet Infrastructure HOLDRS[SM] Trust, Market 2000+ HOLDRS[SM] Trust, Oil Service HOLDRS[SM] Trust, Pharmaceutical HOLDRS[SM] Trust, Regional Bank HOLDRS[SM] Trust, Semiconductor HOLDRS[SM] Trust, Software HOLDRS[SM] Trust, Telecom HOLDRS[SM] Trust, Wireless HOLDRS[SM] Trust, Utilities HOLDRS[SM] Trust and Retail HOLDRS[SM] Trust, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title --------- ----- /s/ James P. Gorman Co-Chief Executive Officer, Co-Chairman of the - ----------------------------------------- James P. Gorman Board and Director /s/ Arshad R. Zakaria Co-Chief Executive Officer, Co-Chairman of the - ----------------------------------------- Arshad R. Zakaria Board and Director /s/ Carlos M. Morales Director - ----------------------------------------- Carlos M. Morales
-----END PRIVACY-ENHANCED MESSAGE-----